SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934

OCEAN FINANCIAL CORP.
(Exact name of registrant as specified in its charter) 

DELAWARE                                       22-3412577
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(state of incorporation or organization)       (IRS Employer Identification No.)


74 Brick Boulevard, Brick, New Jersey          08723
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(Address of principal executive offices)       (Zip Code)

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)

Item 1. Description of Registrant's Securities to be Registered.

Incorporated by reference to the portion of the Prospectus under the heading -"Description of Capital Stock of the Company," filed on March 21, 1996 as part of the Registrant's Pre-Effective Amendment No. 1 to the Form S-1, Commission File No. 33-80123. (See Exhibit 3 of Item 2).

Item 2. Exhibits.

1. Copy of security to be registered hereunder is incorporated by reference to Exhibit 4.0 to Registrant's Registration Statement on Form S-1, Commission File No. 33-80123, filed on December 7, 1995.

2. Copies of all constituent instruments defining the rights of all the holders of each class of such securities, including any contracts or other documents which limit or qualify the rights of such holders.

(a) Certificate of Incorporation

Incorporated by reference to Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission File No. 33-80123, filed on December 7, 1995.

(b) Bylaws

Incorporated by reference to Exhibit 3.2 to Registrant's Registration Statement on Form S-1, Commission File No. 33-80123, filed on December 7, 1995.

(c) Amended Plan of Conversion

Incorporated by reference to Exhibit 2.1 to Registrant's Pre- Effective Amendment No. 1 to the Form S-1, Commission File No. 33-80123, filed on March 21, 1996.

3. Copy of the portion of the Prospectus entitled "Description of Capital Stock of the Company," filed on March 21, 1996 as part of the Registrant's Pre-Effective Amendment No. 1 to the Form S-1, Commission Filed No. 33-80123.

CONFORMED

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

OCEAN FINANCIAL CORP.
(Registrant) 

Date: May 8, 1996


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