<PAGE> 1

    As filed with the Securities and Exchange Commission on August 22, 1997
                                               Registration No. 333-
                                                                    ----------
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                             OCEAN FINANCIAL CORP.
 (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                             6035                       22-3412577
(state or other                (Primary Standard              (IRS Employer
jurisdiction              Classification Code Number)        Identification No.)
of incorporation or
organization)

                               975 HOOPER AVENUE
                      TOMS RIVER, NEW JERSEY 08753-8396
                                (908) 240-4500
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                RETIREMENT PLAN FOR OCEAN FEDERAL SAVINGS BANK
                           (Full Title of the Plan)
                       ----------------------------------

JOHN R. GARBARINO                               COPIES TO:
CHAIRMAN OF THE BOARD,                          JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER           ANN E. COX, ESQUIRE
OCEAN FINANCIAL CORP.                           MULDOON, MURPHY & FAUCETTE
975 HOOPER AVENUE                               5101 WISCONSIN AVENUE, N.W.
TOMS RIVER, NEW JERSEY 08753-8396               WASHINGTON, DC  20016
(908) 240-4500                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this  Registration  Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or  continuous  basis  pursuant to Rule 415 under the  Securities Act of
1933, check the following box. / X /
                               ----

<TABLE>
<CAPTION>

================================================================================================================
   Title of each Class of       Amount to be    Proposed Purchase     Estimated Aggregate      Registration
Securities to be Registered      Registered     Price Per Share(1)     Offering Price(2)           Fee
----------------------------------------------------------------------------------------------------------------
   <S>                             <C>                      <C>                  <C>                  <C>
   Common Stock
   $.01 par Value                  63,039 Shares            $33 5/16             $2,100,000           $636
                                                                          
   Participation
     Interests                          (3)                                                            (4)
================================================================================================================

(1)   The  closing price  of  the  common stock of Ocean  Financial  Corp. (the "Common Stock") on  the  Nasdaq
      National  Market on August 18, 1997 in accordance with Rule 457(c) under the  Securities  Act of 1933,  as
      amended (the  "Securities Act").
(2)   Estimated solely for the purpose of calculating the registration fee.
(3)   In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this  registration statement also
      covers an indeterminate amount of interests to be  offered or sold pursuant to the employee benefit plan
      described herein.
(4)   The securities of Ocean  Financial  Corp.  (the "Company") to be purchased by  the Retirement Plan of Ocean
      Federal Savings Bank are included in the amount  shown for Common Stock. Accordingly,  pursuant to
      Rule 457(H)(2), no separate  fee is required for the  participation  interests.  In  accordance  with Rule
      457(h) under the Securities Act, the  registration fee has been calculated on the basis of the number of
      shares of Common Stock that may be purchased  with  the current assets of such Plan.

</TABLE>


THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages 12
               
Exhibit Index begins on Page 10
                            

 
<PAGE> 2



OCEAN FINANCIAL CORP.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing the  information  for the Retirement Plan
for  Ocean  Federal  Savings  Bank  ("401(k)  Plan")  required  by Part I of the
Registration  Statement will be sent or given to the  participants in the 401(k)
Plan as  specified  by Rule  428(b)(1).  Such  document  is not  filed  with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a)       The  Company's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1996, which includes the consolidated statements of financial
condition of the Company and  subsidiary  as of December 31, 1996 and 1995,  and
the related consolidated  statements of income,  changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996,  together with the related notes (File No.  0-27428) filed with the SEC on
March 25, 1997.

      (b)       The  401(k)  Plan's  annual report on Form 11-K for  the  fiscal
year ended  December  31, 1996,  which  includes  the  statements  of net assets
available for plan benefits of the 401(k) Plan as of December 31, 1996 and 1995,
and the related  statements of changes in net assets available for plan benefits
for the years then ended,  together  with the related  notes (File No.  0-27428)
filed with the SEC on June 26,1997.

      (c)       The  Form  10-Q  reports  filed  by the Company  for the  fiscal
quarters ended March 31, 1997 (File No. 0-27428),  filed with the SEC on May 15,
1997, and June 30, 1997, filed with the SEC on August 14, 1997.

      (d)       The   description  of   Company's  Common  Stock  contained   in
Registrant's  Form 8-A (File No.  0-27428),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated  thereunder on May 8, 1996 and declared effective on May
13, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC file No. 33-81023) declared effective on May 13, 1996.

      (e)       All  documents  filed  by the  Registrant  and the 401(k)  Plan,
where applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange
Act after the date hereof and prior to the filing of a post-effective  amendment
which deregisters all securities then remaining unsold.

       Any statement contained in this Registration  Statement, or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The  Common  Stock to be  offered  pursuant  to the  401(k)  Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  consolidated  statements  of  financial  condition of the Company and
subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related  notes and the report of KPMG Peat  Marwick LLP,  independent  certified
public  accountants,  incorporated by reference in this Registration  Statement,
have been  incorporated  herein in reliance  upon the  authority of said firm as
experts in accounting and auditing.

      The  statements  of net assets  available  for plan benefits of the 401(k)
Plan as of December 31, 1996 and 1995, and the related  statements of changes in
net assets  available for plan benefits for the years then ended,  together with
the related notes and the report of KPMG Peat Marwick LLP, independent certified
public  accountants,  incorporated by reference in this Registration  Statement,
have been  incorporated  herein in reliance  upon the  authority of said firm as
experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in Section C hereof with respect to

                                        3


<PAGE> 4


proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated  by such  indemnitee  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors of the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.


                                        4


<PAGE> 5


E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of Ocean Financial Corp.1


                                        5

<PAGE> 6



      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1     Consent of KPMG Peat Marwick LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-80123),  as amended,
  filed the SEC on December 7, 1995 and declared effective on May 13, 1996.


ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any Prospectus  required by  Section 10(a)(3) of  the
                  Securities Act;

            (ii)  Reflect  in   the  Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.



                                        6

<PAGE> 7


      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act will be governed by the final  adjudication  of
such issue.











                                        7

<PAGE> 8



CONFORMED
                                   SIGNATURES

            Pursuant to the  requirements of the Securities Act, Ocean Financial
Corp. certifies  that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Toms River, State of New Jersey, on August 22, 1997.

                                          OCEAN FINANCIAL CORP.



                                By: /s/ John R. Garbarino
                                        -------------------------------------
                                        John R. Garbarino
                                        Chairman of the Board,
                                        President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Garbarino)  constitutes and appoints John R. Garbarino and
Mr. Garbarino hereby  constitutes and appoints  Michael J.  Fitzpatrick,  as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for him (or her) and in his name,  place and stead,  in any and
all  capacities  to sign any or all  amendments  to the  Form  S-8  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ John R. Garbarino       Chairman of the Board, President    August 22, 1997
--------------------------  and Chief Executive Officer
John R. Garbarino           (principal executive officer)


/s/ Michael J. Fitzpatrick  Executive Vice President            August 22, 1997
--------------------------  and Chief Financial Officer
Michael J. Fitzpatrick      principal accounting and
                            financial officer)


/s/ Michael E. Barrett      Director                            August 22, 1997
--------------------------
Michael E. Barrett



                                        8

<PAGE> 9



/s/ Thomas F. Curtin        Director                            August 22, 1997
--------------------------
Thomas F. Curtin


/s/ Carl Feltz, Jr.         Director                            August 22, 1997
--------------------------
Carl Feltz, Jr.


/s/ Robert E. Knemoller     Director                            August 22, 1997
--------------------------
Robert E. Knemoller


/s/ Donald E. McLaughlin    Director                            August 22, 1997
--------------------------
Donald E. McLaughlin


/s/ Diane F. Rhine          Director                            August 22, 1997
--------------------------
Diane F. Rhine


/s/ Frederick E. Schlosser  Director                            August 22, 1997
--------------------------
Frederick E. Schlosser


/s/ James T. Snyder         Director                            August 22, 1997
--------------------------
James T. Snyder


THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the 401(k) Plan) have duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Toms River, State of New Jersey, on August 22, 1997.

                              Retirement Plan for Ocean Federal Savings Bank

                              By:  /s/ John R. Garbarino
                                   ----------------------------------------
                                   John R. Garbarino
                                   Plan Administrator



                                        9

<PAGE> 10

 

<TABLE>
<CAPTION>

                                          EXHIBIT INDEX
                                          -------------


                                                                                   Sequentially
                                                                                     Numbered
                                                                                       Page
 Exhibit No.     Description            Method of Filing                             Location
------------     ------------------     --------------------------------------     ------------

    <S>          <C>                    <C>                                             <C>
      4          Stock Certificate      Incorporated herein by reference from           --
                 of Ocean Financial     the Exhibits of the Registrant's 
                 Corp.                  Registration Statement of Form S-1
                                        filed with the SEC on December 7, 1995
                                        and declared effective on May 13, 1996.

    23.1         Consent of KPMG        Filed herewith.                                 12
                 Peat Marwick LLP

     24          Power of Attorney      Located on the signature page.                  --

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31098}]
{"company-data": {"conformed-name": "OCEAN FINANCIAL CORP", "cik": "0001004702", "assigned-sic": "6035", "irs-number": "223412577", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34145", "film-number": "97668193"}, "business-address": {"street1": "74 BRICK BLVD", "city": "BRICK", "state": "NJ", "zip": "08723", "phone": "9084775200"}, "mail-address": {"street1": "74 BRICK BLVD.", "city": "BRICK TOWNSHIP", "state": "NJ", "zip": "08723"}}
1

    As filed with the Securities and Exchange Commission on August 22, 1997
                                               Registration No. 333-
                                                                    ----------
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                             OCEAN FINANCIAL CORP.
 (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                             6035                       22-3412577
(state or other                (Primary Standard              (IRS Employer
jurisdiction              Classification Code Number)        Identification No.)
of incorporation or
organization)

                               975 HOOPER AVENUE
                      TOMS RIVER, NEW JERSEY 08753-8396
                                (908) 240-4500
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                RETIREMENT PLAN FOR OCEAN FEDERAL SAVINGS BANK
                           (Full Title of the Plan)
                       ----------------------------------

JOHN R. GARBARINO                               COPIES TO:
CHAIRMAN OF THE BOARD,                          JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER           ANN E. COX, ESQUIRE
OCEAN FINANCIAL CORP.                           MULDOON, MURPHY & FAUCETTE
975 HOOPER AVENUE                               5101 WISCONSIN AVENUE, N.W.
TOMS RIVER, NEW JERSEY 08753-8396               WASHINGTON, DC  20016
(908) 240-4500                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this  Registration  Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or  continuous  basis  pursuant to Rule 415 under the  Securities Act of
1933, check the following box. / X /
                               ----
================================================================================================================
   Title of each Class of       Amount to be    Proposed Purchase     Estimated Aggregate      Registration
Securities to be Registered      Registered     Price Per Share(1)     Offering Price(2)           Fee
----------------------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value                  63,039 Shares            $33 5/16             $2,100,000           $636
                                                                          
   Participation
     Interests                          (3)                                                            (4)
================================================================================================================

(1)   The  closing price  of  the  common stock of Ocean  Financial  Corp. (the "Common Stock") on  the  Nasdaq
      National  Market on August 18, 1997 in accordance with Rule 457(c) under the  Securities  Act of 1933,  as
      amended (the  "Securities Act").
(2)   Estimated solely for the purpose of calculating the registration fee.
(3)   In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this  registration statement also
      covers an indeterminate amount of interests to be  offered or sold pursuant to the employee benefit plan
      described herein.
(4)   The securities of Ocean  Financial  Corp.  (the "Company") to be purchased by  the Retirement Plan of Ocean
      Federal Savings Bank are included in the amount  shown for Common Stock. Accordingly,  pursuant to
      Rule 457(H)(2), no separate  fee is required for the  participation  interests.  In  accordance  with Rule
      457(h) under the Securities Act, the  registration fee has been calculated on the basis of the number of
      shares of Common Stock that may be purchased  with  the current assets of such Plan.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages 12
               
Exhibit Index begins on Page 10
2

OCEAN FINANCIAL CORP.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing the  information  for the Retirement Plan
for  Ocean  Federal  Savings  Bank  ("401(k)  Plan")  required  by Part I of the
Registration  Statement will be sent or given to the  participants in the 401(k)
Plan as  specified  by Rule  428(b)(1).  Such  document  is not  filed  with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a)       The  Company's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1996, which includes the consolidated statements of financial
condition of the Company and  subsidiary  as of December 31, 1996 and 1995,  and
the related consolidated  statements of income,  changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996,  together with the related notes (File No.  0-27428) filed with the SEC on
March 25, 1997.

      (b)       The  401(k)  Plan's  annual report on Form 11-K for  the  fiscal
year ended  December  31, 1996,  which  includes  the  statements  of net assets
available for plan benefits of the 401(k) Plan as of December 31, 1996 and 1995,
and the related  statements of changes in net assets available for plan benefits
for the years then ended,  together  with the related  notes (File No.  0-27428)
filed with the SEC on June 26,1997.

      (c)       The  Form  10-Q  reports  filed  by the Company  for the  fiscal
quarters ended March 31, 1997 (File No. 0-27428),  filed with the SEC on May 15,
1997, and June 30, 1997, filed with the SEC on August 14, 1997.

      (d)       The   description  of   Company's  Common  Stock  contained   in
Registrant's  Form 8-A (File No.  0-27428),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated  thereunder on May 8, 1996 and declared effective on May
13, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC file No. 33-81023) declared effective on May 13, 1996.

      (e)       All  documents  filed  by the  Registrant  and the 401(k)  Plan,
where applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange
Act after the date hereof and prior to the filing of a post-effective  amendment
which deregisters all securities then remaining unsold.

       Any statement contained in this Registration  Statement, or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The  Common  Stock to be  offered  pursuant  to the  401(k)  Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  consolidated  statements  of  financial  condition of the Company and
subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related  notes and the report of KPMG Peat  Marwick LLP,  independent  certified
public  accountants,  incorporated by reference in this Registration  Statement,
have been  incorporated  herein in reliance  upon the  authority of said firm as
experts in accounting and auditing.

      The  statements  of net assets  available  for plan benefits of the 401(k)
Plan as of December 31, 1996 and 1995, and the related  statements of changes in
net assets  available for plan benefits for the years then ended,  together with
the related notes and the report of KPMG Peat Marwick LLP, independent certified
public  accountants,  incorporated by reference in this Registration  Statement,
have been  incorporated  herein in reliance  upon the  authority of said firm as
experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in Section C hereof with respect to

                                        3
4

proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated  by such  indemnitee  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors of the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

                                        4
5

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of Ocean Financial Corp.1

                                        5
6

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1     Consent of KPMG Peat Marwick LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-80123),  as amended,
  filed the SEC on December 7, 1995 and declared effective on May 13, 1996.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any Prospectus  required by  Section 10(a)(3) of  the
                  Securities Act;

            (ii)  Reflect  in   the  Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

                                        6
7

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act will be governed by the final  adjudication  of
such issue.

                                        7
8

CONFORMED
                                   SIGNATURES

            Pursuant to the  requirements of the Securities Act, Ocean Financial
Corp. certifies  that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Toms River, State of New Jersey, on August 22, 1997.

                                          OCEAN FINANCIAL CORP.

                                By: /s/ John R. Garbarino
                                        -------------------------------------
                                        John R. Garbarino
                                        Chairman of the Board,
                                        President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Garbarino)  constitutes and appoints John R. Garbarino and
Mr. Garbarino hereby  constitutes and appoints  Michael J.  Fitzpatrick,  as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for him (or her) and in his name,  place and stead,  in any and
all  capacities  to sign any or all  amendments  to the  Form  S-8  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ John R. Garbarino       Chairman of the Board, President    August 22, 1997
--------------------------  and Chief Executive Officer
John R. Garbarino           (principal executive officer)

/s/ Michael J. Fitzpatrick  Executive Vice President            August 22, 1997
--------------------------  and Chief Financial Officer
Michael J. Fitzpatrick      principal accounting and
                            financial officer)

/s/ Michael E. Barrett      Director                            August 22, 1997
--------------------------
Michael E. Barrett

                                        8
9

/s/ Thomas F. Curtin        Director                            August 22, 1997
--------------------------
Thomas F. Curtin

/s/ Carl Feltz, Jr.         Director                            August 22, 1997
--------------------------
Carl Feltz, Jr.

/s/ Robert E. Knemoller     Director                            August 22, 1997
--------------------------
Robert E. Knemoller

/s/ Donald E. McLaughlin    Director                            August 22, 1997
--------------------------
Donald E. McLaughlin

/s/ Diane F. Rhine          Director                            August 22, 1997
--------------------------
Diane F. Rhine

/s/ Frederick E. Schlosser  Director                            August 22, 1997
--------------------------
Frederick E. Schlosser

/s/ James T. Snyder         Director                            August 22, 1997
--------------------------
James T. Snyder

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the 401(k) Plan) have duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Toms River, State of New Jersey, on August 22, 1997.

                              Retirement Plan for Ocean Federal Savings Bank

                              By:  /s/ John R. Garbarino
                                   ----------------------------------------
                                   John R. Garbarino
                                   Plan Administrator

                                        9
10
EXHIBIT INDEX
                                          -------------

                                                                                   Sequentially
                                                                                     Numbered
                                                                                       Page
 Exhibit No.     Description            Method of Filing                             Location
------------     ------------------     --------------------------------------     ------------
4          Stock Certificate      Incorporated herein by reference from           --
                 of Ocean Financial     the Exhibits of the Registrant's 
                 Corp.                  Registration Statement of Form S-1
                                        filed with the SEC on December 7, 1995
                                        and declared effective on May 13, 1996.

    23.1         Consent of KPMG        Filed herewith.                                 12
                 Peat Marwick LLP

     24          Power of Attorney      Located on the signature page.                  --