370 Pascack Road
Township of Washington, New Jersey 07676
(201) 664-5400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

Kevin J. Lynch
President and Chief Executive Officer
370 Pascack Road
Township of Washington, New Jersey 07676
(201) 664-5400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Copies to:
John J. Gorman, Esq.
Marc P. Levy, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 780
Washington, D.C. 20015
(202) 274-2000

Approximate date of commencement of proposed sale to the 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

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:      o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:      o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:      o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

		Large accelerated filer      o		Accelerated filer      x
		Non-accelerated filer      o		Smaller reporting company      o

(Do not check if a smaller reporting company)

Prospectus Supplement

Interests in
ORITANI BANK
EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUST

Offering of Participation Interests in up to 570,000 Shares of

ORITANI FINANCIAL CORP.

Common Stock

     In connection with the conversion of Oritani Financial Corp., MHC from the mutual to stock form of organization, Oritani Financial Corp. is allowing participants in the Oritani Bank Employees’ Savings & Profit Sharing Plan and Trust (the “Plan”) to invest all or a portion of their accounts in the common stock of Oritani Financial Corp., the newly formed Delaware corporation (other than amounts the participants presently have invested in the common stock of Oritani Financial Corp., the federally chartered stock holding company of Oritani Bank). Based upon the value of the Plan assets at February 25, 2010, Oritani Financial Corp. has registered a number of participation interests through the Plan in order to enable the trustee of the Plan to purchase or acquire approximately 570,000 shares of common stock at $10 per share. This prospectus supplement relates to the election of Plan participants to direct the trustee of the Plan to invest all or a portion of their Plan accounts in stock units representing an ownership interest in the Oritani Financial Corp. Stock Fund (the “New Employer Stock Fund”) at the time of the stock offering.

     The prospectus of Oritani Financial Corp., dated                                           , 2010, accompanies this prospectus supplement. It contains detailed information regarding the conversion and stock offering of Oritani Financial Corp. and the financial condition, results of operations and business of Oritani Financial Corp. and Oritani Bank. You should read this prospectus supplement, which provides information with respect to the Plan, together with the prospectus.

      For a discussion of risks that you should consider before making an investment decision, see “Risk Factors” beginning on page ___ of the prospectus.

      The interests in the Plan and the common stock being offered have not been approved or disapproved by the Office of Thrift Supervision, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

      The securities offered in this prospectus supplement are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.

     This prospectus supplement may be used only in connection with offers and sales by Oritani Financial Corp., of participation interests in the Plan consisting of shares of common stock of Oritani Financial Corp. No one may use this prospectus supplement to reoffer or resell interests or shares of common stock acquired through the Plan.

     You should rely only on the information contained in this prospectus supplement and the prospectus. Oritani Financial Corp., Oritani Bank and the Plan have not authorized anyone to provide you with information that is different.

     This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock or stock units representing an ownership interest in common stock shall under any circumstances imply that there has been no change in the affairs of Oritani Financial Corp., Oritani Bank or the Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

     The date of this prospectus supplement is                                           , 2010.

TABLE OF CONTENTS

THE OFFERING			1
Securities Offered and Purchase Price			1
Election to Purchase Common Stock in the Offering: Priorities			1
Shares Currently Held in the Plan			3
Composition of and Purpose of Stock Units			3
Value of Plan Assets			4
Transferring Funds to Purchase Stock			4
How to Order			4
Order Deadline			6
Irrevocability of Transfer Direction			6
Other Purchases in your Account during the Offering Period			6
Direction to Purchase Common Stock after the Offering			7
Purchase Price of Common Stock			7
Nature of a Participant’s Interest in the Common Stock			7
Voting Rights of Common Stock			7
DESCRIPTION OF THE PLAN			8
Introduction			8
Eligibility and Participation			8
Contributions under the Plan			8
Limitations on Contributions			9
Benefits under the Plan			10
Withdrawals and Distributions from the Plan			10
Investment of Contributions and Account Balances			10
Performance History			12
Administration of the Plan			18
Amendment and Termination			18
Merger, Consolidation or Transfer			18
Federal Income Tax Consequences			19
Notice of Your Rights Concerning Employer Securities			20
Additional ERISA Considerations			21
Securities and Exchange Commission Reporting and Short-Swing Profit Liability			21
Financial Information Regarding Plan Assets			22
LEGAL OPINION			22
EX-1.1
EX-1.2
EX-3.1
EX-3.2
EX-4
EX-5
EX-8
EX-23.2
EX-23.3
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5

THE OFFERING
Securities Offered and Purchase Price		Oritani Financial Corp. is offering participants in the Plan the opportunity to elect to purchase stock units in the Oritani Bank 401(k) Plan (the “Plan”). The stock units offered under the Plan represent indirect ownership of Oritani Financial Corp.’s common stock through a new employer stock fund being established under the Plan in connection with the stock offering (“New Employer Stock Fund”). At February 25, 2010, there were sufficient funds in the Plan to purchase or acquire approximately 570,000 shares of Oritani Financial Corp. common stock at $10.00 per share. The shares of common stock currently held in the Plan will automatically be exchanged for shares of Oritani Financial Corp., a new Delaware corporation (“OFC-Delaware) pursuant to an exchange ratio, as is more fully discussed in the prospectus. Only employees of Oritani Bank may become participants in the Plan. Your investment in the shares of OFC-Delaware through the Plan in the offering is subject to the purchase priorities listed below.
		Information with regard to the Plan is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of OFC-Delaware and information about the common stock offering are contained in the accompanying prospectus. The address of the principal executive office of OFC-Delaware and Oritani Bank is 370 Pascack Road, Township of Washington, New Jersey 07676.
		All questions about completing the Special Investment Election Form should be addressed to Anne E. Mooradian; telephone number(201) 664-5400, ext. 240; email:
		amooradian@oritani.com.
		Questions about the common stock being offered or about the prospectus may be directed to the Stock Information Center at                                           .
Election to Purchase Common Stock in the Offering: Priorities		In connection with the conversion and stock offering, you may elect to transfer all or part of your account balances in the Plan (other than the amounts you currently have invested in the Oritani Financial Corp. Stock Fund (the “Old Employer Stock Fund”) to the New Employer Stock Fund, to be used to purchase stock units representing an ownership interest in the common stock issued in the stock offering. The trustee of the Plan will purchase common stock in accordance with your directions and such stock will be held in the New Employer Stock Fund. However, such directions are subject to the purchase priorities set forth in the plan of conversion and reorganization of Oritani Financial Corp., MHC.

		The shares of common stock are being offered at $10.00 per share in a Subscription Offering and Community Offering. In the offering, the purchase priorities are as follows and apply in case more shares are ordered than are available for sale.
		Subscription Offering:
		(1)   Depositors of Oritani Bank with $50 or more as of close of business on December 31, 2008 get first priority.
		(2)   Tax-qualified employee benefit plans of Oritani Bank and its affiliates, including the 401(k) Plan, get second priority.
		(3)   Depositors of Oritani Bank with $50 or more as of close of business on                      ,                      get third priority.
		(4)   Depositors of Oritani Bank at the close of business on                      ,              get fourth priority.
		Community Offering:
		If all shares are not subscribed for in the Subscription Offering, OFC-Delaware may offer shares of common stock for sale in a Community Offering, to members of the general public, with a preference given in the following order:
		Persons residing in the New Jersey counties of Bergen, Passaic, Sussex, Hudson, Essex, Morris, Warren, Union, Somerset, Hunterdon, Middlesex and Mercer; borrowers of Oritani Bank with an outstanding loan or line of credit as of December 31, 2009 that are meeting all of the terms and conditions of their loan agreements with Oritani Bank as of December 31, 2009 and as of the date of purchase of the common stock (as determined solely in the discretion of Oritani Bank). Public stockholders of Oritani Financial Corp. as of                                           , and thereafter, the general public.
		Additionally, or instead of placing an order outside of the Plan through a Stock Order Form, as a participant in the Plan, you may place an order for the purchase of stock units of OFC-Delaware common stock through the Plan, using the enclosed Special Investment Election Form, to be completed and submitted in the manner described on the next page.
		No later than                                           ,           , the Subscription and Community Offering period ending date, the portion of each investment fund you designated will be sold and the proceeds will be removed from your existing account and transferred to an interest-bearing account, pending the consummation of the offering.
		Several weeks later, upon consummation of the conversion and stock offering, and subject to a determination of whether all or any

		•      Your election is subject to a minimum purchase of 25 shares, which equates to $250.00.
		•      Your election, plus any order you placed outside the Plan, are together subject to a maximum purchase of 50,000 shares, which equates to $500,000.
		•       The election period closes at            pm, Eastern time, on                ,               , 2010.
		•      During the stock offering period, you will continue to have the ability to transfer amounts that are not held in either the Old Employer Stock Fund or the New Employer Stock Fund among all the other investment funds. However, you will not be permitted to change the investment of amounts that you designated to be transferred to the New Employer Stock Fund on your Special Investment Election Form.
		•      After the election period ends, the percentages you designated will be transferred to the New Employer Stock Fund.
		•      The amount transferred to the New Employer Stock Fund will be held separately until the offering closes. Therefore, this money is not available for distributions, loans or withdrawals until the transaction is completed, which is after the closing of the subscription offering period.
		You are allowed only one election to transfer funds to the New Employer Stock Fund. Follow these steps to make your election to use all or part of your account balance in the Plan to purchase stock units in the stock offering:
		•      You can only purchase in the offering through the Plan by returning your Special Investment Election Form to Anne E. Mooradian by the due date. You cannot purchase in the offering by means of telephone transfers or the internet. That portion of your Plan account balance that you elect to apply towards the purchase of stock in the offering will be irrevocably committed to such purchases.
		•      Use the enclosed Special Investment Election Form to transfer all or a portion of your account balance to the New Employer Stock Fund to purchase stock units in the offering. Indicate next to each fund in which you have invested, the percentage from that fund you wish to transfer to the New Employer Stock Fund.
		•      Please print your name and social security number on the

DESCRIPTION OF THE PLAN

Introduction

     Oritani Bank maintains the Oritani Bank 401(k) Plan (the “Plan”), which is a single employer prototype plan sponsored by Pentegra. The Plan is a tax-qualified plan, with a cash or deferred compensation feature, established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Oritani Bank intends that the Plan, in operation, will comply with the requirements under Code Sections 401(a) and 401(k). Oritani Bank will adopt any amendments to the Plan that may be necessary to ensure the continuing qualified status of the Plan under the Code and applicable Treasury Regulations.

      Employee Retirement Income Security Act (“ERISA”). The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA which, by their terms, do not apply to an individual account plan (other than a money purchase plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

      Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the Plan. They are not complete and are qualified in their entirety by the full text of the Plan. Copies of the Plan are available to all employees by filing a request with Anne E. Mooradian, Senior Vice President and Human Resources Officer, at Oritani Bank, 370 Pascack Road, Township of Washington, New Jersey 07676. You are urged to read carefully the full text of the Plan.

Eligibility and Participation

     Employees of Oritani Bank are eligible to enter the Plan on the first day of the month coincident with or next following the date on which they have completed 12 consecutive months of service. The Plan year is January 1 to December 31 (the “Plan Year”).

     As of February 19, 2010, there were approximately 170 employees eligible to participate in the Plan and 117 participating by making salary deferral contributions. There are also 10 former employees with account balances in the Plan as of February 25, 2010.

Contributions under the Plan

      4 01(k) Plan Contributions. You are permitted to defer on a pre-tax basis between 1% and 50% of your compensation (expressed in terms of whole percentages) for each payroll period, subject to certain restrictions imposed by the Internal Revenue Code, and to have that amount contributed to the Plan on your behalf. For purposes of the Plan, “compensation” means your compensation subject to income tax withholding at the source, as reported on your Form W-2 (excluding any compensation deferred from a prior year), plus deferred income

attributable to any compensation reduction agreement in connection with the Plan or compensation reduction in connection with a Section 125 plan or Internal Revenue Code Section 132(f) benefit. In 2010, the annual compensation of each participant taken into account under the Plan is limited to $245,000. (Limits established by the Internal Revenue Service are subject to increase pursuant to an annual cost-of-living adjustment, as permitted by the Internal Revenue Code). You may elect to change the rate at which you are contributing to the Plan as of the first day of any month by filing a new elective deferral agreement with Anne E. Mooradian, Senior Vice President and Human Resources Officer at Oritani Bank, at least two weeks prior to the beginning of such month. You may also elect to apply a special salary deferral election with respect to up to 100% of your bonus payments. In addition, you may allocate a rollover contribution to the Plan prior to satisfying the eligibility requirements.

      Employer Matching Contributions. Oritani Bank will make matching contributions to the Plan in an amount equal to 50% of your elective deferrals, consisting of up to the first 6% of your monthly compensation. Accordingly, the maximum matching contribution Oritani Bank could make on your behalf would be 3% of your monthly compensation. If you stop making elective deferrals for any period, Oritani Bank will also stop making matching contributions for the same period. Matching contributions will be reviewed from time to time and may be modified by the employer on a discretionary basis.

Limitations on Contributions

      Limitations on Employee Salary Deferrals. For the Plan Year beginning January 1, 2010, the amount of your before-tax contributions may not exceed $16,500 per calendar year. This amount may be adjusted periodically by law, based on changes in the cost of living. In addition, if you are age 50 or older in 2010, you will be able to make a “catch-up” contribution of up to $5,500, in addition to the $16,500 limit. The “catch-up” contribution limit may be adjusted periodically by law, based on changes in the cost of living. Contributions in excess of these limits, as applicable to you, are known as excess deferrals. If you defer amounts in excess of these limitations, as applicable to you, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

      Limitation on Plan Contributions for Highly Compensated Employees. Special provisions of the Internal Revenue Code limit the amount of elective deferrals and employer non-matching contributions that may be made to the Plan in any year on behalf of highly compensated employees, in relation to the amount of elective deferrals and employer non-matching contributions made by or on behalf of all other employees eligible to participate in the Plan. A highly compensated employee includes any employee who (1) was a 5% owner of Oritani Financial Corp. at any time during the current or preceding year, or (2) had compensation for the preceding year of more than $110,000. The dollar amounts in the foregoing sentence may be adjusted annually to reflect increases in the cost of living. If these limitations are exceeded, the level of deferrals by highly compensated employees may have to be adjusted.

Benefits under the Plan

      Vesting. At all times, you have a fully vested, nonforfeitable interest in the elective deferrals you have made under the Plan and in the employer matching contributions credited to your account.

Withdrawals and Distributions from the Plan

     In-service withdrawals from your 401(k) account are not permitted under the Plan until you attain age 59 ¹ / 2 . However, in the event of certain types of financial hardship, participants may make withdrawals. In general, employer contributions credited on your behalf will not be available for in-service withdrawal until such employer contributions have been invested in the Plan for at least two years or you have been a participant in the Plan for at least 5 years, or the attainment of age 59 ¹ / 2 .

      Withdrawal upon Termination of Employment. You may leave your account with the Plan and defer commencement of receipt of your account balance until April 1 of the calendar year following the calendar year in which you attain age 70 ¹ / 2 , except to the extent that your account balance is less than $500, in which case your interest in the Plan will be cashed out and distributed to you. If you leave your account with the Plan and your account balance is less than $20,000, you account will be assessed an annual administrative fee of $24.00. If your account balance is equal to or exceeds $20,000, no annual administrative fee will be assessed to your account. You may make withdrawals from your account at any time after you terminate employment. If your account balance equals or exceeds $500, you may elect, in lieu of a lump sum payment, to be paid in annual installments with the right to take your account balance in a lump sum at any time during such payment period. You may also elect to have your distributions made in kind of employer stock.

      Distribution due to Disability or Death. If you are disabled (as defined under the Plan), you will be entitled to the same withdrawal rights as if you had terminated your employment. If you die while you are a participant in the Plan, the value of your account will be payable to your beneficiary. Payment will be made in a lump sum, unless the payment would exceed $500 and you had elected payment in annual installments over a period not to exceed 5 years (10 years if your spouse is your beneficiary). If you have not made such an election, your beneficiary may elect to receive the benefit in the form of annual installments over a period not to exceed 5 years (10 years if your spouse is your beneficiary) or make withdrawals as often as once per year, except that any balance remaining must be withdrawn by the 5 ^th anniversary (10 ^th anniversary if your spouse is your beneficiary) of your death.

     Plan participants may also obtain loans from their accounts.

Investment of Contributions and Account Balances

     All amounts credited to your accounts under the Plan are held in the Plan trust (the “Trust”) which is administered by the trustee appointed by Oritani Bank’s Board of Directors.

     Prior to the effective date of the offering, you were provided the opportunity to direct the investment of your account into one or more of the following funds:

	•		International Stock Fund
	•		Nasdaq 100 Stock Fund
	•		Russell 2000 Stock Fund
	•		S&P MidCap Stock Fund
	•		S&P Growth Stock Fund
	•		S&P Value Stock Fund
	•		S&P 500 Stock Fund
	•		US REIT Index Fund
	•		Long Treasury Index Fund
	•		Aggregate Bond Index Fund
	•		Stable Value Fund
	•		Short Term Investment Fund (Money Market Fund)
	•		Income Plus Asset Allocation Fund
	•		Growth & Income Asset Allocation Fund
	•		Growth Asset Allocation Fund
	•		Target Date Retirement 2015 Fund
	•		Target Date Retirement 2025 Fund
	•		Target Date Retirement 2035 Fund
	•		Target Date Retirement 2045 Fund
	•		Old Employer Stock Fund

     In connection with the offering, the Plan now provides that in addition to the funds specified above, you may direct the trustee, or its representative, to invest all or a portion of your account in the New Employer Stock Fund. You may elect to have both past contributions and earnings, as well as future contributions to your account invested among the funds listed above. If you fail to provide an effective investment direction, your contributions will be invested in the Money Market Fund until such time as you provide an effective investment direction. You may apply different investment instructions to amounts already accumulated as opposed to future contributions. You may change your investment directions at any time by telephone or electronic medium.

Effective November 4, 2005, State Street Global Advisors (“SSgA”) assumed Investment Manager responsibilities for all Funds from Barclays Global Investors (”BGI”) and became the provider of benchmark index returns. Historical returns of the index funds reflect BGI management prior to November 4, 2005, and SSgA’s management thereafter. Unit values are determined as of the last business day of each month. Investment fund returns are shown net of fees. Benchmark indices are not investment funds and have no fees. Dividends and interest are automatically reinvested. Total expenses charged to each fund, as a percentage of each fund’s estimated average assets per year, are for investment management services, trustee services, recordkeeping and administration and are as follows: As of January 1, 2008, they are as follows: International Stock Fund 0.624%; Nasdaq 100 Stock Fund 0.624%; Russell 2000 Stock Fund 0.624%; S&P MidCap Stock Fund 0.624%; S&P Growth Stock Fund 0.624%; S&P Value Stock Fund 0.624%; S&P 500 Stock Fund 0.624%; Long Treasury Index Fund 0.624%; Aggregate Bond Index Fund 0.624%; REIT Fund 0.624%; Stable Value Fund 0.624%; Short Term Investment Fund 0.460%; Target Retirement Funds 0.930%; Asset Allocation Fund 0.930%.

All funds except Nasdaq 100 Stock Fund, US REIT Index Fund, and Short Term Investment Fund may engage in securities lending.

Effective October 2008, the Lehman Brothers indexes were rebranded under the Barclays Capital name.

Past performance is no guarantee of future performance. See following notes.

1

Prior to September 30, 1999, this Fund was limited to no more than 25% exposure to Japan.

2

The Asset Allocation Funds and the International Stock Fund were first offered July 2, 1997. Returns prior to inception are simulated using the returns of market indices for, or actual funds of, the Fund’s investment components, and are net of fees.

3

The Nasdaq 100 Stock Fund was first offered on May 1, 2002, while BGI’s underlying Nasdaq 100 Fund was initially offered on August 7, 2000. Returns shown for periods prior to May 1, 2002 are based on returns of the then-existing BGI funds (when available), and on the (hypothetical) returns of the Nasdaq 100 Index for periods prior to the inception date of the BGI fund. All returns are net of fees.

4

The Russell 2000, S&P Growth and S&P Value Stock Funds were first offered on January 4, 2000. Returns prior to January 4, 2000 are hypothetical and are based on the returns of the then-existing BGI funds, and are net of fees. Effective December 16, 2005, the S&P 500/Barra Growth and S&P 500/Barra Value indexes were reconstituted as the S&P 500/Citigroup Growth and S&P 500/Citigroup Value Indexes. Additional information can be found at www.styleindices.standardandpoors.com.

5

The S&P MidCap, S&P 500, Long Treasury Index, and Short Term Investment Funds were first offered on June 17, 1997. Results prior to that date are hypothetical, based on previous investment returns of the then-existing BGI funds, and are net of fees.

6

The US REIT Index Fund was first offered on January 1, 2005. Returns shown for periods prior to that date are hypothetical and are based on the returns of the then-existing BGI fund for the MSCI US REIT Index, and are net of fees.

7

The Stable Value Fund is a separately managed account; historical return data represents its actual performance.

8

The Asset Allocation Funds are designed investment vehicles utilizing various asset classes represented by index funds and, under BGI management, were managed on an exclusive basis. Only hypothetical results are available from January, 1992 to July 2, 1997 (the inception date of the Asset Allocation Funds). Note that SSgA changed certain allocations and underlying indexes (see fund descriptions for information on same).

9

The Aggregate Bond Index Fund became available effective April 30, 2006. Results prior to that date are based on historical investment returns of the then-existing SSgA fund, and are net of PSI fees which would have been levied.

10

The Target Retirement Funds became available effective August 1, 2007. Results prior to that date are based on historical investment returns of the then-existing SSgA fund, and are net of PSI fees which would have been levied.

11

The Government Short Term Investment Fund became available effective November 1, 2007. Results prior to that date are based on historical investment returns of the then-existing SSgA fund, and are net of all relevant fees which would have been levied.

12

The Treasury Inflation Protected Securities Fund became available effective October 1, 2009. Results prior to that date are based on historical investment returns on the then-existing SSgA fund, and are net of all relevant fees which would have been levied.

The following is a description of each of the Plan’s investment funds:

International Stock Fund. This fund seeks to match the performance of the Morgan Stanley Capital International, Europe, Australia, Far East (MSCI EAFE) Index while providing daily liquidity. The fund typically invests in all the stocks in the MSCI EAFE Index in proportion to

their weighting in the index. The MSCI EAFE Index is a float-adjusted developed markets international equity index which covers approximately 85% of each industry within each represented country and measures the performance of over 1,000 companies in 21 countries outside North and South America. The strategy of investing in the same stocks as the MSCI EAFE Index minimizes the need for trading and therefore results in lower expenses. As an international stock fund, this fund may be appropriate for those investors who have a medium to longer investment time frame or are seeking maximum growth potential and are willing to accept potentially large fluctuations in value that often accompany international investing.

Nasdaq 100 Stock Fund. This fund seeks to match the performance of the NASDAQ 100 Index. The fund invests in all of the stocks in the NASDAQ 100 Index in proportion to their weighting in the index. The NASDAQ 100 Index consists of 100 of the largest non-financial companies, both domestic and international, listed on the NASDAQ exchange. The size of the companies is determined by market cap. All major industry groups are included, with the exception of financial and investment companies. The fund may use futures or other derivatives. The strategy of investing in the same stocks as the NASDAQ 100 Index minimizes the need for trading and therefore results in lower expenses. As a stock fund, this fund may be appropriate for those investors who have a medium to longer investment time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns.

Russell 2000 Stock Fund. This fund seeks to match the performance of the Russell 2000 Index. The fund attempts to invest in all 2,000 stocks in the Russell 2000 Index in proportion to their weighting in the index. The Russell 2000 Index is a float-adjusted small cap equity index which covers approximately 8% of the U.S. equity market and measures the performance of the 2,000 smallest companies in the broad market Russell 3000 Index based on total market capitalization. The fund may use futures or other derivatives. The strategy of investing in the same stocks as the Russell 2000 Index minimizes the need for trading and therefore results in lower expenses. As a stock fund, this fund may be appropriate for those investors who have a medium to longer investment time frame or are seeking high total return from the potential growth of small companies and are willing to ride out the potentially volatile market fluctuations.

S&P MidCap Stock Fund. This fund seeks to match the performance of the S&P MidCap 400 Index. The fund invests in all 400 stocks in the S&P MidCap 400 Index in proportion to their weighting in the index. The S&P MidCap 400 Index is a float-adjusted mid-cap equity index which covers approximately 7% of U.S. equity market and measures the performance of 400 leading companies in leading industries within the mid cap segment of the market. The fund may use futures or other derivatives. The strategy of investing in the same stocks as the S&P MidCap 400 Index minimizes the need for trading and therefore results in lower expenses. As a stock fund, this fund may be appropriate for those investors who have a medium to longer investment time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns.

S&P Growth Stock Fund. This fund seeks to match the performance of the Standard & Poor’s 500/Citigroup Growth Index. The fund invests in all of the stocks in the S&P 500/Citigroup Growth Index in proportion to their weighting in the index. The S&P

500/Citigroup Growth Index is constructed by including those stocks from the S&P 500 Index with higher price to book ratios. The fund may use futures or other derivatives. The strategy of investing in the same stocks as the index minimizes the need for trading and therefore results in lower expenses. As a stock fund, this fund may be appropriate for those investors who have a medium to longer investment time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns.

S&P Value Stock Fund. This fund invests in all of the stocks in the S&P 500/Citigroup Value Index in proportion to their weighting in the index. The S&P 500/Citigroup Value Index is constructed by including those stocks from the S&P 500 Index with lower price to book ratios. The fund may use futures or other derivatives. The strategy of investing in the same stocks as the S&P 500/Citigroup Value Index minimizes the need for trading and therefore results in lower expenses. As a stock fund, this fund may be appropriate for those investors who have a medium to longer investment time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns.

S&P 500 Stock Fund. This fund seeks to match the performance of the Standard & Poor’s 500 Index. The fund invests in all 500 stocks in the S&P 500 Index in proportion to their weighting in the index. The S&P 500 Index is a float-adjusted large-cap equity index which covers approximately 75% of U.S. equity market and measures the performance of 500 leading companies in leading industries within the large cap segment of the market. The fund may use futures or other derivatives. The strategy of investing in the same stocks as the S&P 500 Index minimizes the need for trading and therefore results in lower expenses. As a stock fund, this fund may be appropriate if you have a medium to longer investment time frame and are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns.

US REIT Index Fund . This fund seeks to match the performance of the Dow Jones/Wilshire REIT Index while providing daily liquidity. The Dow Jones/Wilshire REIT Index is a market capitalization weighted index which is comprised of approximately 80 publicly traded real estate investment trusts (REITs). To be included in the index, a company must be an equity owner and operator of commercial or residential real estate and must generate as least 75% of its revenue from such assets. The fund invests primarily in equity shares of REITs. REITs invest in loans secured by real estate and invest directly in real estate properties such as apartments, office buildings, and shopping malls. REITs generate income from rentals or lease payments and offer the potential for growth from property appreciation and the potential for capital gains from the sale of properties. As a stock fund, this fund may be appropriate for investors with a medium to longer investment time frame who are willing to ride out stock market fluctuations in the short term in exchange for the potential for high long-term returns.

Long Treasury Index Fund. This fund seeks to match the returns of the Barclays Capital U.S. Long Treasury Bond Index. This fund invests primarily in U.S. Treasury securities with a maturity of 10 years or longer. The fund invests in a well diversified portfolio that is representative of the US Long Treasury bond market. The fund buys and holds securities, trading only when there is a change to the composition of the index or when cash flow activity occurs in the fund. This process minimizes turnover and costs while maintaining accurate tracking. As a bond fund, this fund may be appropriate for those investors who have a short to

medium investment time frame or who are looking to generate income and maintain the principal of their portfolios as they near retirement.

Aggregate Bond Index Fund . This fund seeks to match the returns of the Barclays Capital U.S Aggregate Bond Index. The fund invests primarily in government, corporate, mortgage-backed and asset-backed securities. The fund invests in a well-diversified portfolio that is representative of the broad domestic bond market. As a bond fund, this fund may be appropriate for investors with a short to medium investment time frame or for investors who are looking to generate income and add stability of principal to their portfolios as they near retirement.

Stable Value Fund. This fund seeks to preserve the principal amount of the investors’ contributions while maintaining a rate of return comparable to other fixed income instruments. The fund invests in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products. Each issuer must meet the credit quality criteria in order to be approved by the investment manager. As a fixed income fund, this fund may be appropriate if you are looking for an investment that offers a conservative rate of return but preserves your principal investment.

Short Term Investment Fund. This fund seeks to maximize current income while preserving capital and liquidity through investing in a diversified portfolio of short-term securities. The fund’s yield reflects short-term interest rates. The fund seeks to maintain a diversified portfolio of short-term securities by investing in high-quality money market securities and other short-term debt investments. Most of the investments in the fund will generally have a range of maturity from overnight to 90 days. As a fixed income fund, this fund may be appropriate for those investors who have a short investment time frame or are looking to generate income and add stability of principal to their portfolios as they near retirement.

Income Plus Asset Allocation Fund. This fund seeks to provide income from fixed income securities and some growth of principal from stock funds. The fund’s risk profile is somewhat conservative due to an emphasis on bond holdings. The fund has a target asset allocation of 25% equities and 75% fixed income achieved by investing in a mix of other funds as follows: S&P 500 Index Fund: 15%; Russell Small Cap Completeness Index Fund: 5%; Daily EAFE Fund: 5%; and Bond Market Index Fund: 75%. This fund is a pre-mixed portfolio of both stock and bond funds and therefore is appropriate for those investors less comfortable with investing and who are looking for assistance in the asset allocation process. The fund may be appropriate for investors who have a short to medium investment time frame or are looking for a single investment that provides the opportunity for stable income with controlled risk in addition to some growth.

Growth & Income Asset Allocation Fund. This fund seeks to provide income from fixed income securities and growth of principal from stock funds. The fund’s risk profile is moderate due to the presence of well-diversified stock and bond holdings. The fund has a target asset allocation of 55% equities and 45% fixed income achieved by investing in a mix of other funds as follows: S&P 500 Index Fund: 35%; Russell Small Cap Completeness Index Fund: 10%; Daily EAFE Fund: 10%; and Bond Market Index Fund: 45%. This fund is a pre-mixed portfolio of both stock and bond funds and therefore is appropriate for those investors

less comfortable with investing and who are looking for assistance in the asset allocation process. The fund may be appropriate for investors who have a longer investment time frame or are looking for a single investment that balances the opportunity for stable income with the opportunity for long-term growth.

Growth Asset Allocation Fund. This fund seeks to provide growth of principal from stock funds and some income from fixed income securities. The fund’s risk profile is somewhat aggressive due to its emphasis on stock holdings. The fund has a target asset allocation of 85% equities and 15% fixed income, achieved by investing in a mix of other funds as follows: S&P 500 Index Fund: 55%; Russell Small Cap Completeness Index Fund: 15%; Daily EAFE Fund: 15%; and Bond Market Index Fund: 15%. This fund is a pre-mixed portfolio of both stock and bond funds and therefore is appropriate for those investors less comfortable with investing and who are looking for assistance in the asset allocation process. The fund may be appropriate for those investors who have a longer investment time frame or are looking for a single investment that provides the opportunity for long-term growth.

Target Retirement Funds (2015, 2025, 2035, 2045, Target Income). The funds (other than the Target Income Fund) are managed to a specific retirement year (target date) included in its name. Over time, the allocation to asset classes and funds change according to a predetermined “glide path” (the glide path does not apply to the Target Income Fund). Each fund’s asset allocation will become more conservative as it approaches its target retirement date. Target allocations range from 52% equities and 48% fixed income for the Target Retirement 2015 Fund to 90% equities and 10% fixed income for the Target Retirement 2045 Fund. Each fund attempts to closely match characteristics and returns of its custom benchmark as opposed to any attempt to outperform this benchmark. Once a fund reaches its retirement date, it will begin a five-year transition to the Target Income fund resulting in an allocation to stocks that will remain fixed at about 35% of assets. The remainder of the fund will be invested in U.S. fixed income securities.

Old Employer Stock Fund. The Old Employer Stock Fund consists primarily of common stock of Oritani Financial Corp, is a federally chartered majority-owned subsidiary of Oritani Financial Corp., MHC, a mutual holding company. Investments in the Old Employer Stock Fund involves special risks common to investments in the shares of common stock of Oritani Financial Corp. Following the offering, Oritani Financial Corp., a federal corporation, will cease to exist, but will be succeeded by a new Maryland corporation, Oritani Financial Corp. (“OFC-Delaware”), which will be 100% owned by its public shareholders. Shares of Oritani Financial Corp. which were held in the Old Employer Stock Fund prior to the conversion and offering will be converted into new shares of common stock of OFC-Delaware, in accordance with the exchange ratio. As soon as practicable after the closing of the stock offering, the Old Employer Stock Fund will be merged into the New Employer Stock Fund.

New Employer Stock Fund. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest all or a portion of your Plan account in the New Employer Stock Fund, which consists primarily of common stock of OFC-Delaware. Subsequent to the stock offering, you may elect to invest all or a portion of your contributions in the New Employer Stock Fund; you may also elect to transfer into the New Employer Stock Fund all or a portion of your accounts currently invested in other funds under the Plan. After the offering, the

trustee will, to the extent practicable, use all amounts held by it in the New Employer Stock Fund to purchase shares of common stock of OFC-Delaware. It is expected that all purchases will be made at prevailing market prices. Performance of the New Employer Stock Fund depends on a number of factors, including the financial condition and profitability of OFC-Delaware and the Employer and market conditions for shares of OFC-Delaware common stock generally. Investments in the New Employer Stock Fund involves special risks common to investments in the shares of common stock of OFC-Delaware.

For a discussion of material risks you should consider, see “Risk Factors” section of the attached prospectus and the Section of the Prospectus Supplement called “Notice of Your Rights Concerning Employer Securities” (see below).

Administration of the Plan

      The Trustee . The trustee of the Plan is Reliance Trust Company.

      Plan Administrator . Pursuant to the terms of the Plan, the Plan is administered by Oritani Bank. The address of the Plan Administrator is 370 Pascack Road, Township of Washington, NJ 07676, telephone number (201) 664-5400. The Plan Administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

      Reports to Plan Participants . The Plan Administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any).

Amendment and Termination

     It is the intention of Oritani Bank to continue the Plan indefinitely. Nevertheless, Oritani Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, you will have a fully vested interest in your accounts. Oritani Bank reserves the right to make any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Oritani Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

     In the event of the merger or consolidation of the Plan with another plan, or the transfer of the trust assets to another plan, you would, if either the Plan or the other plan terminates,

receive a benefit immediately after the merger, consolidation or transfer that is equal to the benefit that you would have been entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

     The following is a brief summary of the material federal income tax aspects of the Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. You are advised to consult your tax advisor with respect to any distribution from the Plan and transactions involving the Plan.

     As a “tax-qualified retirement plan,” the Code affords the Plan special tax treatment, including:

     (1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year;

     (2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

     (3) earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

      Lump-Sum Distribution . A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, and consists of the balance credited to participants under the Plan. The portion of any lump-sum distribution required to be included in the participant’s or beneficiary’s taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution.

      Employer Common Stock Included in Lump-Sum Distribution . If a lump-sum distribution includes employer common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to employer common stock; that is, the excess of the value of employer common stock at the time of the distribution over its cost of the securities to the trust. The tax basis of employer common stock to the participant or beneficiary, for purposes of computing gain or loss on its subsequent sale, equals the value of employer common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of employer common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of employer common stock. Any gain in excess of the amount of net unrealized appreciation at the time of distribution will be considered long-term capital gain, provided the sale or taxable disposition occurs more than one year after the distribution.

The recipient of a lump-sum distribution may elect to include the amount of any net unrealized appreciation in the taxable gross income on the date of the distribution,

      Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA . You may roll over virtually all distributions from the Plan to another qualified plan or to an individual retirement account that accepts rollovers in accordance with the terms of the other plan or account, provided, however, that if your distribution includes employer common stock, another qualified plan or individual retirement account may or may not accept an in-kind rollover or direct transfer of common stock.

Notice of Your Rights Concerning Employer Securities.

     Federal law provides specific rights concerning investments in employer securities. Because you may in the future have investments in the New Employer Stock Fund under the Plan, you should take the time to read the following information carefully.

      Your Rights Concerning Employer Securities . The Plan must allow you to elect to move any portion of your account that is invested in the Old Employer Stock Fund and New Employer Stock Fund from that investment into other investment alternatives under the Plan. You may contact the Plan Administrator shown above for specific information regarding this right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of either the Old Employer Stock Fund or the New Employer Stock Fund.

      The Importance of Diversifying Your Retirement Savings . To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

     In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in employer common stock through the Plan.

     It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

     As noted above, the Plan is subject to certain provisions of ERISA, including special provisions relating to control over the Plan’s assets by participants and beneficiaries. The Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as the Plan administrator or the Plan’s trustee, is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

     Because you will be entitled to invest all or a portion of your account balance in the Plan in employer common stock, the regulations under Section 404(c) of ERISA require that the Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

     Section 16 of the Securities Exchange Act of 1934 imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as OFC-Delaware. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of OFC-Delaware, a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the date on which a change occurs, or annually on a Form 5 within 45 days after the close of OFC-Delaware’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the New Employer Stock Fund by officers, directors and persons beneficially owning more than 10% of the common stock of OFC-Delaware generally must be reported to the Securities and Exchange Commission by such individuals within two business days after the date on which the discretionary transactions occur.

     In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934 provides for the recovery by OFC-Delaware of profits realized by an officer, director or any person beneficially owning more than 10% of OFC-Delaware’s common stock resulting from non-exempt purchases and sales of OFC-Delaware common stock within any six-month period.

     The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements

generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

     Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases of units within the New Employer Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

     Financial information representing the assets available for Plan benefits are available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

     The validity of the issuance of the common stock has been passed upon by Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., which firm acted as special counsel to OFC-Delaware in connection with OFC-Delaware’s stock offering.

PROSPECTUS

ORITANI FINANCIAL CORP.
(Proposed Holding Company for Oritani Bank)
Up to 44,850,000 Shares of Common Stock
(Subject to Increase to up to 51,577,500 Shares)

     Oritani Financial Corp., a Delaware corporation, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of Oritani Financial Corp., MHC from the mutual to the stock form of organization. The shares of common stock we are offering represent the ownership interest in Oritani Financial Corp. currently owned by Oritani Financial Corp., MHC. In addition, at the conclusion of the offering, existing shares of Oritani Financial Corp. common stock currently held by the public will be exchanged for shares of common stock of Oritani. Oritani Financial Corp.’s common stock is currently traded on the Nasdaq Global Market under the trading symbol “ORIT.” We expect that Oritani’s shares of common stock will trade on the Nasdaq Global Market under the trading symbol “ORITD” for a period of 20 trading days after the completion of this stock offering. Thereafter, Oritani’s trading symbol will revert to “ORIT.” We will refer to Oritani Financial Corp., a Delaware corporation formed for this stock offering, as “Oritani” and Oritani Financial Corp., the existing federal corporation, as “Oritani Financial Corp.” in this document.

     We are offering the shares of common stock to eligible depositors of Oritani Bank in a “subscription offering.” Depositors of Oritani Bank with aggregate account balances of at least $50 as of the close of business on December 31, 2008 will have first priority rights to buy our shares of common stock. Shares of common stock not purchased in the subscription offering are expected to be offered for sale in a “community offering,” which will be limited to persons residing in New Jersey counties of Bergen, Passaic, Sussex, Hudson, Essex, Morris, Warren, Union, Somerset, Hunterdon, Middlesex and Mercer, certain borrowers as of December 31, 2009 and the stockholders of Oritani Financial Corp as of [voting record date]. We also may offer for sale to the general public shares of common stock not purchased in the subscription offering or community offering through a “syndicated community offering” managed by Stifel, Nicolaus & Company, Incorporated.

     We are offering up to 44,850,000 shares of common stock for sale on a best efforts basis. We may sell up to 51,577,500 shares of common stock because of demand for the shares of common stock, as a result of regulatory considerations, or due to changes in the market for financial institutions stock, without resoliciting purchasers. In addition to the shares we are selling in the offering, we also will simultaneously issue up to 15,395,458 shares of common stock to existing public stockholders of Oritani Financial Corp. in exchange for their existing shares. The number of shares to be issued in the exchange may be increased to up to 17,704,777 shares of common stock, if we sell 51,577,500 shares of common stock in the offering. We must sell a minimum of 33,150,000 shares in the offering and issue 11,379,252 shares in the exchange in order to complete the offering and the exchange of existing shares of common stock.

     The minimum order is 25 shares. The offering is expected to expire at 2:00 p.m., Eastern Time, on [expiration date]. We may extend this expiration date without notice to you until [extension date], unless the Office of Thrift Supervision approves a later date, which may not be beyond [final expiration date]. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 51,577,500 shares or decreased to less than 33,150,000 shares. If the subscription and community offerings are terminated, purchasers will have their funds returned promptly, with interest. If, with Office of Thrift Supervision approval, the offering is extended beyond [extension date] or there is a change in the offering range, we will resolicit purchasers, who will have the opportunity to maintain, change or cancel your order. If you do not provide us with a written indication of your intent, your order will be canceled and your funds will be returned to you, with interest. Funds received prior to the completion of the offering will be held in a segregated account at Oritani Bank or, at our discretion, at another federally insured depository institution, and will earn interest at Oritani Bank’s passbook savings rate, which is currently 0.25%. Stifel, Nicolaus & Company, Incorporated will assist us in selling our shares of common stock on a best efforts basis in the subscription and community offerings. We may also offer shares of common stock not subscribed for in the subscription and community offerings in a syndicated community offering through a syndicate of selected dealers with Stifel, Nicolaus & Company, Incorporated serving as sole book running manager. Stifel, Nicolaus & Company, Incorporated is not required to purchase any shares of common stock that are being offered for sale.

      These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. None of the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the New Jersey Department of Banking and Insurance, or any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

STIFEL NICOLAUS

For assistance, please contact the Stock Information Center, toll-free, at 1 (877) ___-___.

The date of this prospectus is [Prospectus Date].

[MAP SHOWING ORITANI BANK’S MARKET AREA APPEARS ON INSIDE FRONT COVER]

TABLE OF CONTENTS

		Page
SUMMARY			1
RISK FACTORS			25
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			35
FORWARD-LOOKING STATEMENTS			37
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			39
OUR POLICY REGARDING DIVIDENDS			40
MARKET FOR THE COMMON STOCK			41
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			43
CAPITALIZATION			44
PRO FORMA DATA			45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			51
BUSINESS OF ORITANI FINANCIAL CORP., MHC, ORITANI FINANCIAL CORP. AND ORITANI BANK			73
SUPERVISION AND REGULATION			99
FEDERAL AND STATE TAXATION			111
MANAGEMENT			113
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			140
THE CONVERSION AND OFFERING			141
COMPARISON OF STOCKHOLDERS’ RIGHTS FOR EXISTING STOCKHOLDERS OF ORITANI FINANCIAL CORP.			168
RESTRICTIONS ON ACQUISITION OF ORITANI			175
DESCRIPTION OF CAPITAL STOCK OF ORITANI FOLLOWING THE CONVERSION			180
TRANSFER AGENT			181
EXPERTS			181
LEGAL MATTERS			181
WHERE YOU CAN FIND ADDITIONAL INFORMATION			181
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF ORITANI FINANCIAL CORP. AND ITS SUBSIDIARIES			F-1

SUMMARY

     The following summary explains the material aspects of the conversion, the offering and the exchange of existing shares of Oritani Financial Corp. common stock for new shares of Oritani common stock. It may not contain all of the information that is important to you. For additional information before making an investment decision, you should read this prospectus carefully, including the consolidated financial statements, the notes to the consolidated financial statements, and the section entitled “Risk Factors.”

The Companies

Oritani Financial Corp., a Delaware corporation

     Oritani Financial Corp., is a newly-formed Delaware corporation that was incorporated in February 2010 to be the successor corporation to Oritani Financial Corp. upon completion of the conversion. Oritani Financial Corp., a Delaware Corporation (“Oritani”) will own all of the outstanding shares of common stock of Oritani Bank upon completion of the conversion.

     Oritani’s executive offices are located at 370 Pascack Road, Township of Washington, New Jersey 07676. Our telephone number at this address is (201) 664-5400.

Oritani Financial Corp., MHC

     Oritani Financial Corp., MHC is the federally chartered mutual holding company of Oritani Financial Corp. Oritani Financial Corp., MHC’s principal business activity is the ownership of 27,575,476 shares of common stock of Oritani Financial Corp., or 74.4% of the issued and outstanding shares as of the date of this prospectus. The remaining 9,465,710 shares of Oritani Financial Corp. common stock outstanding as of the date of this prospectus were held by the public. After the completion of the conversion, Oritani Financial Corp., MHC will cease to exist.

Oritani Financial Corp., a Federal corporation

     Oritani Financial Corp. is a federally chartered stock holding company that owns all of the outstanding common stock of Oritani Bank. At December 31, 2009, Oritani Financial Corp. had consolidated assets of $2.01 billion, deposits of $1.21 billion and stockholders’ equity of $248.0 million. After the completion of the conversion, Oritani Financial Corp. will cease to exist, and will be succeeded by Oritani, a new Delaware corporation. As of the date of this prospectus, Oritani Financial Corp. had 40,552,162 shares of common stock issued and 37,041,184 shares of common stock outstanding, of which 27,575,476 shares were owned by Oritani Financial Corp., MHC.

Oritani Bank

     Oritani Bank is a New Jersey-chartered stock savings bank headquartered in Township of Washington, New Jersey, and the wholly-owned subsidiary of Oritani Financial Corp., a federal corporation. Oritani Bank was originally founded in 1911 as a mutual (meaning no stockholders) organization and converted to stock form in 1997 as part of Oritani Bank’s mutual holding company reorganization. Oritani Bank became a wholly-owned subsidiary of Oritani Financial Corp. in 2007.

Our Business

     We are a full service retail banking institution. Our primary business lines involve generating funds from deposits or borrowings and investing such funds in loans and investment securities.

     Oritani Bank conducts business from its main office located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its 21 branch offices located in the New Jersey counties of Bergen, Hudson and Passaic. Oritani Bank was formerly known as Oritani Savings Bank. Effective September 8, 2008, the name was changed to Oritani Bank.

     Our principal business consists of attracting retail and commercial deposits from the general public in the areas surrounding our main office in the Township of Washington, New Jersey and our branch offices located in the New Jersey counties of Bergen (16 branches, including our main office), Hudson (five branches) and Passaic (one branch), and investing those deposits, together with funds generated from operations, in multi-family and commercial real estate loans, one- to four-family residential mortgage loans as well as in second mortgage and equity loans, construction loans, business loans, other consumer loans, and investment securities. We originate loans primarily for investment and hold such loans in our portfolio. Occasionally, we will also enter into loan participations. Our revenues are derived principally from interest on loans and securities as well as our investments in real estate and real estate joint ventures. We also generate revenues from fees and service charges and other income. Our primary sources of funds are deposits, borrowings and principal and interest payments on loans and securities.

Market Area

     From our headquarters in the Township of Washington, New Jersey, we operate 22 full service branches, including our main office. We operate branches in three counties in New Jersey: Bergen, Hudson and Passaic. The majority of our branches (sixteen) and deposits are located in Bergen County. In addition, we operate five branches in Hudson County and one branch in Passaic County. Our market area for lending is broader and includes the state of New Jersey, the broader New York metropolitan area, eastern Pennsylvania, and southern Connecticut.

     In terms of population, Bergen County ranks as the largest county in New Jersey (out of twenty-one counties) while Hudson County ranks fifth and Passaic County ranks ninth. The economy in our primary market area has benefited from being varied and diverse. It is largely urban and suburban with a broad economic base. As one of the wealthiest states in the nation, New Jersey, with a population of 8.7 million, is considered one of the most attractive banking markets in the United States. As of December 2009, the unemployment rate for New Jersey increased to 10.1%, which was slightly higher than the national rate of 10.0%. Despite the recent downturn, a total of 3.9 million New Jersey residents remain employed as of December 2009. Bergen County is considered part of the New York metropolitan area. Its county seat is Hackensack. Bergen County ranks 16th among the highest-income counties in the United States in 2009 in terms of per-capita income. Some of Bergen County’s major employers are: Hackensack University Medical Center; New Jersey Sports and Expo Authority; Merck-Medco Managed Care; AT&T Wireless Services, Inc.; Becton Dickinson & Company; Mellon Investor Services; Marcal Paper Mills; Mercedes-Benz of North America, Inc.; KPMG, LLP and United States Postal Service.

     Bergen County is bordered by Rockland County, New York to the north, the Hudson River to the east, Hudson County to the south, a small border with Essex County also to the south and Passaic County to the west.

     Passaic County is bordered by Orange County, New York to the north, Rockland County, New York to the northeast, Bergen County to the east, Essex County to the south, Morris County to the southwest and Sussex County to the west.

     Hudson County’s only land border is with Bergen County to the north and west. It is bordered by the Hudson River and Upper New York Bay to the east; Kill van Kull (which connects Newark Bay with Upper New York Bay) to the south and Newark Bay and the Hackensack River or the Passaic River to the west.

Competition

     We face intense competition within our market area both in making loans and attracting deposits. Our market area has a high concentration of financial institutions including large money center and regional banks, community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. As of June 30, 2009, the latest date for which statistics are available, our market share of deposits was approximately 2.6% in Bergen County, and less than 1.0% in each of Hudson and Passaic Counties.

     Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, insurance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies. Our primary focus is to build and develop profitable customer relationships across all lines of business while maintaining our role as a community bank.

Our Business Strategy

     We intend to continue to operate as a well-capitalized and profitable financial institution dedicated to understanding the banking needs of both our individual and business customers, and tailoring our products and services accordingly. This approach enables us to be more flexible and responsive to our customers and to provide an exceptional level of personal service.

     Highlights of our business strategy are discussed below:

      Continue our focus on multi-family and commercial real estate lending . Unlike many traditional thrifts, we have focused on the origination of multi-family and commercial real estate loans. Such loans comprise 66.9% of our total loan portfolio at December 31, 2009. We have focused on this type of lending because the interest rates earned for such loans are higher than the prevailing rates for residential loans, resulting in a greater level of interest income potential. We are also able to generate significantly higher fee income on such loans. In addition, the repayment terms usually expose us to less interest rate risk than fixed-rate residential loans. While our actual origination volume will depend on market conditions, we intend to continue our emphasis on multi-family and commercial real estate lending.

     We have experienced substantial growth in our combined multi-family and commercial real estate loan portfolio in recent years. The growth rate of the portfolio has been 20.27%; 40.62%; 32.37%; 18.97% and 39.71% for the six months ended December 31, 2009 (annualized) and years ended June 30, 2009, 2008, 2007 and 2006, respectively. In addition, despite our more stringent underwriting standards discussed below, we believe that the exit of many larger banks and conduit lenders from the commercial real estate lending market due to the financial crisis has enabled us, as a community bank, to increase the number and size of the commercial real estate loans that we originate while lending to a higher quality of borrower.

     We have been involved in multi-family lending for over thirty years. Over the past seven years, we have assembled a department exclusively devoted to the origination and administration of multi-family and commercial real estate loans. Over the past two years, we have established a separate credit department to review all such originations and ensure compliance with our underwriting standards. There are presently eight loan officers as well as support staff in the origination department and three officers as well as support staff in the credit department. Our business plan projects continued growth of the portfolio and continued additions to our staff to support such growth. In addition, due to current

economic conditions and related risks, management has been applying stricter underwriting guidelines, including requiring higher debt service coverage ratios and lower loan to value ratios, to these loans. We have also focused our multi-family and commercial real estate lending on more seasoned and experienced developers.

      Reduce problem assets and aggressively remedy delinquent loans . One of management’s primary objectives is to reduce our level of problem assets. While no assurances can be provided regarding results, management will focus a significant amount of its time on the resolution of problem assets. Management’s tactics toward delinquent borrowers are considered aggressive. We have commenced legal action against virtually all borrowers who are more than 45 days delinquent. We have generally refused to extend the maturity date of any construction loan, even if the interest payments are current, unless the borrower agrees to reduce our exposure through additional principal payments and/or additional collateral, and agrees to an additional fee if the loan is not paid in full on or before the new maturity date. We realize that such actions contribute to the high level of delinquencies but believe this is the most prudent path to addressing delinquent loans. Since June 30, 2009 our level of non-performing assets to total assets has declined from 2.74% to 2.62% at December 31, 2009. Additionally, $13.9 million of our delinquent loans are expected to be resolved in the coming months as the underlying collateral are under contracts for sale.

      Increase core deposits . During the past two years, we have devoted significant internal attention to growing our deposits. We hired key, experienced personnel and have implemented an incentive program that rewards branch personnel for attracting core deposit relationships. We have also begun to emphasize obtaining deposits from our commercial borrowers, reexamined our pricing strategies and promoted our status as a local community bank. As a result of these efforts, we have recently experienced a period of unprecedented deposit growth. Our deposit balances grew 61.3% from June 30, 2008 to June 30, 2009. The growth has continued as our annualized growth for the six month period ended December 31, 2009 was 14.7%. Much of the increase came in the areas of certificates of deposit and money market accounts. Our ongoing focus will be to build upon this success, with a particular emphasis on growing core commercial and retails deposits. In addition to continuing to attract new customers to Oritani Bank, we will also focus on cross-selling core deposit accounts to customers who have limited deposit services with Oritani Bank and seeking to further develop the relationship by providing quality customer service.

      Expand our market share within our primary market area. Our deposit growth significantly boosted our market penetration in Bergen County, the primary county of our operations. We increased our percentage of Bergen County deposits from 1.8%, or the 14 ^th highest financial institution, at June 30, 2008 to 2.6%, or the 9 ^th highest financial institution, at June 30, 2009. In October 2008, Oritani Bank opened two de novo branches. These branches had combined deposit totals of $49.6 million at December 31, 2009. In February 2010, we opened a de novo branch in Bergenfield, New Jersey. We intend to continue the strategy of opportunistic de novo branching. We typically seek de novo branch locations in under-banked areas that are either a contiguous extension or fill-in of our existing branch network. We also have budgeted monies for infrastructure improvements in our existing branches. We may also consider the acquisition of branches from other financial institutions in our market area. We believe these strategies, along with continued growth, will help us achieve our goal of deposit growth and market expansion.

      Continue to emphasize operating efficiencies and cost control . One of the hallmarks of our operations has been expense control as evidenced by an efficiency ratio of 46.5% for the six months ended December 31, 2009. Our efficiency ratio as well as numerous other expense measurement ratios, have consistently outperformed peers. We intend to maintain our posture on expense control while continuing to make prudent investments in our operations by effectively managing costs in relation to revenues. We realize that our expense ratios will be challenged in the future with the intended implementation of stock benefit plans. However, we have recently been able to generate favorable peer comparisons with such plans in place.

      Remain true to our core competencies . We are very proud of the institution we have helped to build. We realize many of our peers have ventured into other areas of banking operations, such as C&I lending, leasing and sales of alternative investment products. While these areas may be profitable, they also have inherent risks and require significant expertise separate from our core lending and deposit gathering operations. For the foreseeable future, we do not intend to utilize our capital to enter into new types of lending or other areas of operations that we consider to be risky. We believe that we possess expertise in our current types of lending and operations and intend to rely on this existing expertise for future growth and profitability.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF
ORITANI FINANCIAL CORP. AND SUBSIDIARIES

     The summary financial information presented below is derived in part from the consolidated financial statements of Oritani Financial Corp. and subsidiaries. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at June 30, 2009 and 2008 and for the fiscal years ended June 30, 2009, 2008 and 2007 is derived in part from the audited consolidated financial statements of Oritani Financial Corp. that appear in this prospectus. The information at and for the years ended June 30, 2007, 2006 and 2005 is derived in part from audited consolidated financial statements that do not appear in this prospectus. The operating data for the three months and six months ended December 31, 2009 and 2008 and the financial condition data at December 31, 2009 were not audited. However, in the opinion of management of Oritani Financial Corp., all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. No adjustments were made other than normal recurring entries. The results of operations for the three months and six months ended December 31, 2009 are not necessarily indicative of the results of operations that may be expected for the entire year.

N/M Not meaningful.

Our Current Organizational Structure

     Oritani Financial Corp. completed its initial public stock offering on January 23, 2007. Oritani Financial Corp. sold 12,165,649 shares, or 30.0% of its outstanding common stock, to subscribers in the offering, including 1,589,644 shares purchased by the Oritani Bank Employee Stock Ownership Plan. Proceeds from the offering, including the value of shares issued to the charitable foundation but net of expenses, were $127.6 million. Oritani Financial Corp. contributed $59.7 million of the proceeds to Oritani Bank. At December 31, 2009, Oritani Financial Corp., MHC owned 74.4% of the Oritani Financial Corp.’s outstanding common stock.

     Pursuant to the terms of Oritani Financial Corp., MHC’s plan of conversion and reorganization, Oritani Financial Corp., MHC will convert from the mutual holding company to the stock holding company corporate structure. As part of the conversion, we are offering for sale in a subscription offering, a community offering and possibly a syndicated community offering, the ownership interest of Oritani Financial Corp. that is currently owned by Oritani Financial Corp., MHC. Upon the completion of the conversion, Oritani Financial Corp., MHC will cease to exist, and we will complete the transition from partial to full public stock ownership. In addition, as part of the conversion existing public stockholders of Oritani Financial Corp. will receive shares of common stock of Oritani in exchange for their shares of Oritani Financial Corp. common stock pursuant to an exchange ratio that maintains the same percentage ownership in Oritani (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares) that existing stockholders had in Oritani Financial Corp. immediately prior to the completion of the conversion and offering.

     The following diagram shows our current organizational structure:

Our Organizational Structure Following the Conversion

     After the conversion and offering are completed, we will be organized as a fully public stock holding company, as follows:

Reasons for the Conversion and the Offering

     Our primary reasons for converting and raising additional capital through the offering are:

	•		to support internal growth through lending and deposit gathering in the communities we serve;
	•		to enhance existing products and services, and support the development of new products and services to support growth and enhanced customer service;
	•		to improve the liquidity of our shares of common stock and stockholder returns through higher earnings and more flexible capital management strategies;
	•		to finance the acquisition of branches from other financial institutions or build or lease new branch facilities primarily in, or adjacent to New Jersey, although we do not currently have any agreements or understandings regarding any specific acquisition transaction;
	•		to finance the acquisition of financial institutions or other financial service companies primarily in, or adjacent to New Jersey, although we do not currently have any understandings or agreements regarding any specific acquisition transaction;
	•		to maintain our capital position during a period of significant economic uncertainty, especially for the financial services industry (although, as of December 31, 2009, Oritani Bank was considered “well capitalized” for regulatory purposes and is not subject to any directive or recommendation from the Federal Deposit Insurance Corporation (the “FDIC”) or the New Jersey Department of Banking and Insurance to raise capital); and
	•		to use the additional capital for other general corporate purposes.

Terms of the Offering

     Pursuant to Oritani Financial Corp., MHC’s plan of conversion and reorganization, our organization will convert from the partially public mutual holding company form to the fully public stock holding company structure. In connection with the conversion, we are selling shares of common stock that represent the ownership interest in Oritani Financial Corp. currently held by Oritani Financial Corp., MHC.

     We are offering between 33,150,000 and 44,850,000 shares of common stock to eligible depositors of Oritani Bank, to our tax-qualified employee benefit plans, including our employee stock ownership plan, and, to the extent shares remain available, to persons residing in the New Jersey counties of Bergen, Passaic, Sussex, Hudson, Essex, Morris, Warren, Union, Somerset, Hunterdon, Middlesex and Mercer; certain borrowers as of December 31, 2009, and to our existing public stockholders as of [voting record date]. The number of shares of common stock to be sold may be increased to up to 51,577,500 as a result of regulatory considerations, demand for our shares, or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 51,577,500 shares or decreased to fewer than 33,150,000 shares, or the offering is extended beyond [extension date], purchasers will not have the opportunity to modify or cancel their stock orders once submitted. If the number of shares of common stock to be sold is increased to more than 51,577,500 shares or decreased to fewer than 33,150,000 shares, or if the offering is extended beyond [extension date], purchasers will have the opportunity to maintain, cancel or change their orders for shares of common stock during a designated resolicitation period or have their funds returned promptly with interest. If you do not provide us with written indication of your intent, your stock order will be canceled, your funds will be returned to you with interest calculated at Oritani Bank’s passbook savings rate and any deposit account withdrawal authorizations will be canceled.

     The purchase price of each share of common stock to be offered for sale in the offering is $10.00. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Stifel, Nicolaus & Company, Incorporated, our conversion advisor and marketing agent in the offering, will use its best efforts to assist us in selling shares of our common stock. Stifel, Nicolaus & Company, Incorporated is not obligated to purchase any shares of common stock in the offering.

     We may also offer for sale to the general public in a syndicated community offering through a syndicate of selected dealers shares of our common stock not purchased in the subscription offering or the community offering. We may begin the syndicated community offering at any time following the commencement of the subscription offering. Stifel, Nicolaus & Company, Incorporated is acting as sole book-running manager and [co-managers] are acting as co-managers for the syndicated community offering, which is also being conducted on a best efforts basis. Neither Stifel, Nicolaus & Company, Incorporated nor any other member of the syndicate is required to purchase any shares in the syndicated community offering. Alternatively, we may sell remaining shares in an underwritten public offering, which would be conducted on a firm commitment basis.

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price

     The offering range and exchange ratio are based on an independent appraisal of the estimated market value of Oritani, assuming the conversion, the exchange and the offering are completed. RP Financial, LC., an appraisal firm experienced in appraisals of financial institutions, has estimated that, as of February 19, 2010, this estimated pro forma market value ranged from $445.3 million to a maximum of $602.5 million, with a midpoint of $523.8 million and an adjusted maximum of $692.8 million. Based on this valuation, the 74.4% ownership interest held by Oritani Financial Corp., MHC being sold in the

offering and the $10.00 per share price, the number of shares of common stock being offered for sale by us will range from 33,150,000 shares to 44,850,000 shares. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The exchange ratio will range from 1.2022 shares at the minimum of the offering range to 1.6264 shares at the maximum of the offering range in order to approximately preserve the existing percentage ownership of public stockholders of Oritani Financial Corp. (excluding any new shares purchased by them in the offering and their receipt of cash in lieu of fractional exchange shares). If demand for shares or market conditions warrant, the appraisal can be increased by 15%. At this adjusted maximum of the offering range, the estimated pro forma market value is $692.8 million, the number of shares of common stock offered for sale will be 69,282,277 and the exchange ratio will be 1.8704 shares.

     The independent appraisal is based in part on Oritani Financial Corp.’s financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of 10 publicly traded savings bank and thrift holding companies that RP Financial, LC. considered comparable to Oritani Financial Corp.

     The appraisal peer group consists of the following companies. Total assets are as of December 31, 2009, unless otherwise indicated.

      The independent appraisal does not indicate actual market value. Do not assume or expect that the estimated pro forma market value as indicated above means that, after the offering, the shares of our common stock will trade at or above the $10.00 purchase price.

     The following table presents a summary of selected pricing ratios for the peer group companies and Oritani (on a pro forma basis). The pricing ratios are based on earnings and other information as of and for the six months ended December 31, 2009, stock price information as of February 19, 2010, as reflected in RP Financial, LC.’s appraisal report, dated February 19, 2010, and the number of shares outstanding as described in “Pro Forma Data.” Compared to the average pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a premium of 6.5% on a price-to-book value basis, a discount of 6.4% on a price-to-tangible book value basis, and a premium of 183.1% on a price-to-earnings basis.

     Our Board of Directors, in reviewing and approving the independent appraisal, considered the range of price-to- earnings multiples, the range of price-to-book value and price-to-tangible book value ratios at the different ranges of shares of common stock to be sold in the offering, and did not consider one valuation approach to be more important than the other. Instead, in approving the independent appraisal, the Board of Directors concluded that these ranges represented the appropriate balance of the three approaches to establishing our estimated valuation range, and the number of shares of common stock to be sold, in comparison to the peer group institutions. Specifically, in approving the independent appraisal, the Board of Directors believed that we would not be able to sell our shares at a price-to-book value and price-to-tangible book value that was in line with the peer group without unreasonably exceeding the peer group on a price-to-earnings basis. The estimated appraised value and the resulting discounts took into consideration the potential financial impact of the offering as well as the trading price of Oritani Financial Corp. common stock, which closed at $13.80 per share on February 19, 2010, the date of the independent appraisal.

     RP Financial, LC. will update the independent appraisal prior to the completion of the conversion. If the estimated appraised value, including offering shares and exchange shares, changes to either below $445.3 million or above $692.8 million, we will resolicit persons who submitted stock orders. See “The Conversion and Offering—Stock Pricing and Number of Shares to be Issued.”

The Exchange of Existing Shares of Oritani Financial Corp. Common Stock

     At the conclusion of the conversion, shares held by existing stockholders of Oritani Financial Corp. will be canceled and exchanged for shares of common stock of Oritani. The number of shares of common stock received will be based on an exchange ratio determined as of the conclusion of the conversion and offering, which will depend upon our final appraised value. The number of shares received will not be based on the market price of our currently outstanding shares. Instead, the exchange ratio will ensure that existing public stockholders of Oritani Financial Corp. will retain the same percentage ownership of our organization after the offering, exclusive of their purchase of any additional shares of common stock in the offering or their receipt of cash in lieu of fractional exchange shares. In addition, if options to purchase shares of Oritani Financial Corp. common stock are exercised before consummation of the conversion, there will be an increase in the percentage of shares of Oritani Financial Corp. held by public stockholders, an increase in the number of shares of common stock issued to public stockholders in the share exchange and a decrease in the exchange ratio.

     The following table shows how the exchange ratio will adjust, based on the number of shares of common stock issued in the offering and the shares of common stock issued and outstanding on the date of this prospectus. The table also shows the number of whole shares of Oritani common stock a hypothetical owner of Oritani Financial Corp. common stock would receive in exchange for 100 shares of Oritani Financial Corp. common stock owned at the completion of the conversion, depending on the number of shares of common stock sold in the offering.

     No fractional shares of Oritani common stock will be issued to any public stockholder of Oritani Financial Corp. For each fractional share that would otherwise be issued, Oritani will pay in cash an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share purchase price of the common stock in the offering.

     Outstanding options to purchase shares of Oritani Financial Corp. common stock also will convert into and become options to purchase new shares of Oritani common stock. The number of shares of common stock to be received upon exercise of these options and the exercise price per share to be adjusted based upon the exchange ratio so that the aggregate exercise price and the duration of such options remain unchanged. All such options will vest upon completion of the conversion. Oritani Financial Corp. anticipates the pre-tax expense of such accelerated vesting as well as the accelerated vesting for outstanding stock awards will be approximately $11.3 million, with such expense to be incurred during the fiscal quarter in which the stock offering is completed. At December 31, 2009, there were 1,841,725 outstanding options to purchase shares of Oritani Financial Corp. common stock, 368,345 of which have vested. Such options will be converted into options to purchase 2,214,122 shares of common stock at the minimum of the offering range and 3,444,762 shares of common stock at the maximum of the offering range.

How We Intend to Use the Proceeds From the Offering

     Assuming we sell 44,850,000 shares of common stock in the stock offering, and we have net proceeds of $431.4 million, we intend to distribute the net proceeds as follows:

	•		$215.7 million (50.0% of the net proceeds) will be invested in Oritani Bank;
	•		$17.9 million (4.2% of the net proceeds) will be loaned by Oritani to the employee stock ownership plan to fund its purchase of our shares of common stock; and
	•		$197.8 million (45.8% of the net proceeds) will be retained by Oritani.

     We may use the remaining funds we receive for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes. Oritani Bank may use the proceeds it receives to support increased lending and other products and services. The net proceeds retained also may be used for future business expansion through opening or acquiring branch offices and the acquisition of banks, thrifts and other financial services companies. We have no current arrangements or agreements with respect to any such acquisitions. Initially, a substantial portion of the net proceeds be invested in short-term investments and mortgage-backed securities consistent with our investment policy.

     Please see “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from the offering.

Our Dividend Policy

     As of December 31, 2009, Oritani Financial Corp. paid a quarterly cash dividend of $0.075 per share, which equals $0.30 per share on an annualized basis. After the conversion, we intend to continue to pay cash dividends on a quarterly basis. Oritani expects the annual dividends to equal $0.30 per share at each of the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, which represents an annual dividend yield of 3.0%, at each of the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, based upon a price of $10.00 per share. The amount of dividends that we intend to pay after the conversion will preserve the dividend rate that Oritani Financial Corp. stockholders currently receive, however, total dividends received will be positively adjusted to reflect the exchange ratio. The dividend rate and the continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No assurance can be given that we will continue to pay dividends or that they will not be reduced or eliminated in the future.

     See “Selected Consolidated Financial and Other Data” and “Market for the Common Stock” for information regarding our historical dividend payments.

Purchases and Ownership by our Officers and Directors

     We expect our directors, executive officers and their associates, to purchase 150,000 shares of common stock in the offering. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. After the conversion, as a result of purchases in the offering and the shares they will receive in exchange for shares of Oritani Financial Corp. that they currently own, our directors and executive officers, together with their associates, are expected to beneficially own approximately ___ and ___ shares of common stock, or ___% and ___% of our total outstanding shares of common stock, at the minimum and the maximum of the offering range, respectively.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

      Employee Stock Ownership Plan . Our tax-qualified employee stock ownership plan may purchase up to 4.0% of the shares of common stock we sell in the offering, or 2,063,100 shares of common stock, assuming we sell the maximum, as adjusted, number of shares proposed to be sold which, when combined with the existing employee stock ownership plan, will be less than 8% of the shares outstanding following the conversion. If we receive orders for more shares of common stock than the maximum of the offering range, the employee stock ownership plan will have first priority to purchase shares over this maximum, up to a total of 4.0% of the shares of common stock sold in the offering. We reserve the right to purchase shares of common stock in the open market following the offering in order to

fund all or a portion of the employee stock ownership plan. Assuming the employee stock ownership plan purchases 1,560,000 shares in the offering, the midpoint of the offering range, we will recognize additional compensation expense of approximately $780,000 annually (or approximately $476,000 after tax) over a 20-year period, assuming the loan to the employee stock ownership plan has a 20-year term and an interest rate equal to the prime rate as published in The Wall Street Journal , and the shares of common stock have a fair market value of $10.00 per share for the full 20-year period. If, in the future, the shares of common stock have a fair market value greater or less than $10.00, the compensation expense will increase or decrease accordingly. We also reserve the right to have the employee stock ownership plan purchase more than 4.0% of the shares of common stock sold in the offering if necessary to complete the offering at the minimum of the offering range.

      Stock-Based Incentive Plan . Our current intention is to implement a new stock-based incentive plan no earlier than twelve months after completion of the conversion. Stockholder approval of this plan will be required. If implemented 12 months or more following completion of the conversion, the stock-based incentive plan will reserve a number of shares equal to 4.0% of the shares of common stock sold in the offering, or 2,063,100 shares of common stock at the maximum as adjusted of the offering range, for awards of restricted stock to key employees and directors, at no cost to the recipients. If the shares of restricted stock awarded under the stock-based incentive plan come from authorized but unissued shares of common stock, stockholders would experience dilution of up to approximately 2.89% in their ownership interest in Oritani. If implemented 12 months or more following the completion of the conversion, the stock-based incentive plan will also reserve a number of shares equal to 10.0% of the shares of common stock sold in the offering, or 5,157,750 shares of common stock at the maximum as adjusted of the offering range, for issuance pursuant to grants of stock options to key employees and directors. For a description of our current stock-based incentive plans, see “Management—Compensation Discussion and Analysis.”

     The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are expected under the new stock-based incentive plan as a result of the conversion. The table also shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market. A portion of the stock grants shown in the table below may be made to non-management employees.

     We may fund our plans through open market purchases, as opposed to new issuances of common stock; however, if any options previously granted under our existing stock option plans are exercised during the first year following completion of the offering, they will be funded with newly-issued shares as Office of Thrift Supervision (the “OTS”) regulations do not permit us to repurchase our shares during the first year following the completion of this offering except to fund the grants of restricted stock under the stock-based incentive plan or, with prior regulatory approval, under extraordinary circumstances. The OTS has previously advised that the exercise of outstanding options and cancellation of treasury shares in the conversion will not constitute an extraordinary circumstance or a compelling business purpose for satisfying this test.

     The following table presents information as of December 31, 2009 regarding our existing employee stock ownership plan, our existing stock option plans, our existing recognition and retention plan, our proposed employee stock ownership plan purchases and our proposed stock-based incentive plan, all assuming an exchange ratio of 1.6264. The table below assumes that 60,245,458 shares are outstanding after the offering, which includes the sale of 44,850,000 shares in the offering at the maximum of the offering range, and the issuance of 15,395,458 shares in exchange for shares of Oritani Financial Corp. using an exchange ratio of 1.6264. It also assumes that the value of the stock is $10.00 per share.

     The value of the restricted shares awarded under the stock-based incentive plan will be based on the market value of our common stock at the time the shares are awarded. The stock-based incentive plan is subject to stockholder approval, and cannot be implemented until at least six months after completion of the offering. The following table presents the total value of all shares of restricted stock that would be available for award and issuance under the new stock-based incentive plan, assuming the new stock-based incentive plan is adopted more than one year after completion of the conversion, the shares are awarded when the market price of our common stock ranges from $8.00 per share to $14.00 per share.

     The grant-date fair value of the options granted under the new stock-based incentive plan will be based in part on the price of shares of common stock of Oritani at the time the options are granted. The value will also depend on the various assumptions used in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based incentive plan, assuming the new stock-based incentive plan is adopted more than one year after completion of the conversion, the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share.

      The tables presented above are provided for informational purposes only. Our shares of common stock may trade below $10.00 per share. Before you make an investment decision, we urge you to read this entire prospectus carefully, including, but not limited to, the section entitled “Risk Factors” beginning on page 25.

Limits on How Much Common Stock You May Purchase

     The minimum number of shares of common stock that may be purchased in the offering is 25.

     The amount of shares of common stock that may be purchased by a person, or persons exercising subscription rights through a single qualifying deposit account held jointly, is $500,000 (50,000 shares). If any of the following persons purchase shares of common stock, their purchases, in all categories of the offering combined, when aggregated with your purchases, cannot exceed $1.0 million (100,000 shares) of common stock:

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your spouse or relatives of you or your spouse living in your house;

	•		companies, trusts or other entities in which you are a trustee, have a controlling beneficial interest or hold a senior position; or
	•		other persons who may be your associates or persons acting in concert with you.

     Unless we determine otherwise, persons and persons exercising subscription rights through a single qualifying deposit account held jointly will be subject to the overall purchase limitation of $1.0 million (100,000 shares) of common stock in all categories of the offering combined.

     In addition to the above purchase limitations, there is an ownership limitation for stockholders other than our employee stock ownership plan. Shares of common stock that you purchase in the offering individually and together with persons described above, plus any shares you and they receive in exchange for existing shares of Oritani Financial Corp. common stock, may not exceed 5% of the total shares of common stock to be issued and outstanding after the completion of the conversion and offering.

     Subject to OTS approval, we may increase or decrease the purchase and ownership limitations at any time. In the event that the maximum purchase limitation is increased to 5% of the shares sold in the offering, such limitation may be further increased to 9.99%, provided that orders for shares of common stock exceeding 5% of the shares sold in the offering shall not exceed in the aggregate 10.0% of the total shares sold in the offering.

     See the detailed description of purchase limitations and definitions of “acting in concert” and “associate” in “The Conversion and Offering—Additional Limitations on Common Stock Purchases.”

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 33,150,000 shares of common stock in the subscription, community and/or syndicated community offering, we may take several steps in order to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

	•		increase the purchase and ownership limitations; and/or
	•		seek regulatory approval to extend the offering beyond [extension date], provided that any such extension will require us to resolicit subscriptions received in the offering.

Alternatively, we may terminate the offering, return funds with interest and cancel deposit account withdrawal authorizations.

Conditions to Completion of the Conversion

     The OTS has conditionally approved the plan of conversion and reorganization; however, such approval does not constitute recommendations or endorsements of the plan of conversion and reorganization by that agency.

     We cannot complete the conversion unless:

	•		The plan of conversion and reorganization is approved by at least a majority of votes eligible to be cast by members of Oritani Financial Corp., MHC (depositors of Oritani Bank) as of [depositor record date];
	•		The plan of conversion and reorganization is approved by a vote of at least two-thirds of the outstanding shares of common stock of Oritani Financial Corp. as of [stockholder

			record date], including shares held by Oritani Financial Corp., MHC (because Oritani Financial Corp., MHC owns 74.4% of the outstanding shares of Oritani Financial Corp. common stock, we expect that Oritani Financial Corp., MHC and our directors and executive officers will control the outcome of this vote);
	•		The plan of conversion and reorganization is approved by a vote of at least a majority of the outstanding shares of common stock of Oritani Financial Corp. as of [stockholder record date], excluding those shares held by Oritani Financial Corp., MHC;
	•		We sell at least the minimum number of shares of common stock offered; and
	•		We receive the final approval of the OTS to complete the conversion; however, such approval does not constitute a recommendation or endorsement of the plan of conversion and reorganization by that agency.

     Oritani Financial Corp., MHC intends to vote its ownership interest in favor of the plan of conversion and reorganization. At [stockholder record date], Oritani Financial Corp., MHC owned 74.4% of the outstanding shares of common stock of Oritani Financial Corp. The directors and executive officers of Oritani Financial Corp. and their affiliates owned _______ shares of Oritani Financial Corp., or ___% of the outstanding shares of common stock as of [stockholder record date]. They have indicated their intention to vote those shares in favor of the plan of conversion and reorganization.

Market for the Common Stock

     Shares of Oritani Financial Corp.’s common stock currently trade on the Nasdaq Global Market under the symbol “ORIT.” Upon completion of the conversion, the shares of common stock of Oritani will replace Oritani Financial Corp.’s existing shares. We expect that Oritani’s shares of common stock will trade on the Nasdaq Global Market under the trading symbol “ORITD” for a period of 20 trading days after the completion of the offering. Thereafter, Oritani’s trading symbol will revert to “ORIT.” In order to list our common stock on the Nasdaq Global Market, we are required to have at least three broker-dealers who will make a market in our common stock. Oritani Financial Corp. currently has ___ registered market makers. Persons purchasing shares of common stock in the offering may not be able to sell their shares at or above the $10.00 price per share.

Tax Consequences

     As a general matter, the conversion will not be a taxable transaction for federal or state income tax purposes to Oritani Financial Corp., MHC, Oritani Financial Corp., Oritani Bank, Oritani, persons eligible to subscribe in the subscription offering, or existing stockholders of Oritani Financial Corp. Existing stockholders of Oritani Financial Corp. who receive cash in lieu of fractional share interests in shares of Oritani common stock will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.

Persons Who May Order Shares of Common Stock in the Subscription and Community Offerings

     Subscription rights to purchase shares of common stock in a “subscription offering” have been granted in the following descending order of priority:

	(i)		First, to depositors with accounts at Oritani Bank with aggregate balances of at least $50.00 at the close of business on December 31, 2008.
	(ii)		Second, to our tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, which will receive nontransferable subscription rights to

			purchase in the aggregate up to 10.0% of the shares of common stock sold in the offering. We expect our employee stock ownership plan to purchase up to 4.0% of the shares of common stock sold in the offering.
	(iii)		Third, to depositors with accounts at Oritani Bank with aggregate balances of at least $50.00 at the close of business on [supplemental eligibility record date].
	(iv)		Fourth, to depositors of Oritani Bank at the close of business on [depositor record date].

     Shares of common stock not purchased in the subscription offering may be offered for sale in a “community offering” with a preference given first to natural persons residing in the New Jersey counties of Bergen, Passaic, Sussex, Hudson, Essex, Morris, Warren, Union, Somerset, Hunterdon, Middlesex and Mercer; then to eligible borrowers of Oritani Bank with an outstanding loan or line of credit as of December 31, 2009 that are meeting all of the terms and conditions of their loan agreements with Oritani Bank as of December 31, 2009 and the date of purchase of the common stock (as determined solely in the discretion of Oritani Bank); and then to Oritani Financial Corp. public stockholders as of [stockholder record date], in a “community offering.” The community offering, if held, may begin concurrently with, during or promptly after the subscription offering, as we may determine at any time.

     If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first to categories in the subscription offering in accordance with Oritani Financial Corp., MHC’s plan of conversion and reorganization. A detailed description of share allocation procedures can be found in the section of this prospectus entitled “The Conversion and Offering.”

     We are also offering any shares of our common stock not purchased in the subscription offering or community offering for sale to the general public in a syndicated community offering through a syndicate of selected dealers. We may begin the syndicated community offering at any time following the commencement of the subscription offering. Stifel, Nicolaus & Company, Incorporated is acting as sole book-running manager and [co-managers] are acting as co-managers for the syndicated community offering, which is also being conducted on a best efforts basis. The syndicated community offering will terminate no later than 45 days after the expiration of the subscription offering, unless extended by us with approval of the OTS. Neither Stifel, Nicolaus & Company, Incorporated nor any other member of the syndicate is required to purchase any shares in the syndicated community offering. Alternatively, we may sell any remaining shares in an underwritten public offering, which would be conducted on a firm commitment basis. See “The Conversion and Offering—Syndicated Community Offering.”

How You May Purchase Shares of Common Stock

     In the subscription and community offerings, you may pay for your shares only by:

	(i)		personal check, bank check or money order made payable directly to Oritani Bank; or
	(ii)		authorizing us to withdraw funds from the types of Oritani Bank deposit accounts designated on the stock order form.

     Oritani Bank is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not use a Oritani Bank line of credit check or any type of third party check or wire transfer to pay for shares of common stock. Please do not submit cash.

     You may purchase shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment payable to Oritani or authorization to withdraw funds from one or more of your Oritani Bank deposit accounts, provided that the stock order form is received before 2:00 p.m., Eastern Time, on [expiration date], which is the end of the offering period. Checks and money orders will be immediately deposited in a segregated account with Oritani Bank or another insured depository institution upon receipt. We will pay interest calculated at Oritani Bank’s passbook savings rate from the date funds are processed until completion of the conversion, at which time a subscriber will be issued a check for interest earned. On your stock order form, you may not authorize direct withdrawal from an Oritani Bank retirement account. If you wish to use funds in an individual or other retirement account to purchase shares of our common stock, please see “—Using Retirement Account Funds to Purchase Shares” below. You also may not designate on your stock order form a withdrawal from Oritani Bank accounts with check-writing privileges. Please provide a check instead. If you request direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account.

     Withdrawals from certificates of deposit to purchase shares of common stock in the offering may be made without incurring an early withdrawal penalty. If a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest at the current passbook savings rate subsequent to the withdrawal. All funds authorized for withdrawal from deposit accounts at Oritani Bank must be available in the accounts at the time the stock order is received. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you during the offering period. Funds will not be withdrawn from an account until the completion of the conversion and offering and will earn interest within the account at the applicable deposit account rate until that time.

     We are not required to accept copies or facsimiles of stock order forms. By signing the stock order form, you are acknowledging both the receipt of this prospectus and that the shares of common stock are not federally insured deposits or savings accounts or otherwise guaranteed by Oritani Bank, Oritani or the federal or state governments.

Submitting Your Order in the Subscription and Community Offerings

     You may submit your stock order form by mail using the stock order reply envelope provided, by overnight courier to the indicated address on the stock order form, or by hand-delivery to our Stock Information Center, which is located at Oritani Bank’s main office, 370 Pascack Road, Township of Washington, New Jersey 07676. Stock order forms may not be delivered to other Oritani Bank offices. Once submitted, your order is irrevocable unless the offering is terminated or extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 51,577,500 shares or decreased to fewer than 33,150,000 shares.

Deadline for Orders of Common Stock in the Subscription or Community Offerings

     If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received (not postmarked) no later than 2:00 p.m., Eastern Time, on [expiration date].

     Once submitted, your order is irrevocable unless the offering is terminated or extended or the number of shares to be issued increases to more than 51,577,500 shares or decreases to less than 33,150,000 shares. We may extend the [expiration date] expiration date, without notice to you, until

[extension date]. If the offering is extended beyond [extension date] or if the offering range is increased or decreased, we will be required to resolicit purchasers before proceeding with the offering. In either of these cases, purchasers will have the right to maintain, change or cancel their orders. If we do not receive a written response from a purchaser regarding any resolicitation, the purchaser’s order will be canceled and all funds received will be returned promptly with interest, and deposit account withdrawal authorizations will be canceled. No extension may last longer than 90 days. All extensions, in the aggregate, may not last beyond [final expiration date].

     Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 2:00 p.m., Eastern Time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

      TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE EXPIRATION DATE OF THE OFFERING IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED ANY LATER THAN FIVE DAYS PRIOR TO THE OFFERING EXPIRATION DATE OR HAND-DELIVERED ANY LATER THAN TWO DAYS PRIOR TO THE OFFERING EXPIRATION DATE.

Using Retirement Account Funds to Purchase Shares

     Persons interested in purchasing common stock using funds currently in an individual retirement account (“IRA”) or any other retirement account, whether held through Oritani Bank or elsewhere, should contact our Stock Information Center for guidance. Please contact the Stock Information Center as soon as possible, preferably at least two weeks prior to the [expiration date] offering deadline, because processing such transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institution where the funds are currently held. Additionally, if such funds are not currently held in a self-directed retirement account, then before placing your stock order, you will need to establish one with an independent trustee or custodian, such as a brokerage firm. The new trustee or custodian will hold the shares of common stock in a self-directed account in the same manner as we now hold retirement account funds. An annual administrative fee may be payable to the new trustee or custodian. Assistance on how to transfer such retirement accounts can be obtained from the Stock Information Center.

     Oritani Bank cannot offer self-directed retirement accounts. If you wish to use some or all of your funds that are currently held in an Oritani Bank, IRA or other retirement account, you may not designate on the stock order form that you wish funds to be withdrawn from the account(s) for the purchase of common stock. Before you place your stock order, the funds you wish to use must be transferred from those accounts to a self-directed retirement account at an independent trustee or custodian, as described above.

Delivery of Stock Certificates

     Certificates representing shares of common stock sold in the subscription and community offerings will be mailed by regular mail to the persons entitled thereto at the certificate registration address noted on the stock order form, as soon as practicable following consummation of the offering and receipt of all necessary regulatory approvals as described above in “—Conditions to Completion of the Conversion.” It is possible that, until certificates for the common stock are delivered, purchasers may not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. Your ability to sell shares of common stock before you receive stock certificates will depend upon the arrangements you may make with your brokerage firm. If you are currently a stockholder of Oritani Financial Corp., see “The Conversion and Offering—Exchange of Existing Stockholders’ Stock Certificates.”

You May Not Sell or Transfer Your Subscription Rights

     OTS regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. On the stock order form, you may not add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. You may add only those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, in the event of an oversubscription .

How You Can Obtain Additional Information — Stock Information Center

     Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or offering, please call or visit our Stock Information Center, located at Oritani Bank’s main office, 370 Pascack Road, Township of Washington, New Jersey 07676. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed weekends and bank holidays. Other Oritani Bank offices will not have offering materials and will not accept stock order forms or proxy cards. The Stock Information Center’s toll-free telephone number is 1-877-                      .

RISK FACTORS

      You should consider carefully the following risk factors in evaluating an investment in the shares of common stock.

Risks Related to Our Business

Our Continued Emphasis On Multi-Family and Commercial Real Estate Lending Could Expose Us To Increased Lending Risks.