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: þ

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):

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 newly-formed Delaware corporation (“Oritani”), 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. a federal corporation (“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.” At the conclusion of the offering, Oritani Financial Corp. will cease to exist. 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-Federal 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-Federal 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 orders. 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.

 

 

TABLE OF CONTENTS

		Page
SUMMARY			1
RISK FACTORS			23
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			33
FORWARD-LOOKING STATEMENTS			35
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			37
OUR POLICY REGARDING DIVIDENDS			38
MARKET FOR THE COMMON STOCK			39
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			41
CAPITALIZATION			42
PRO FORMA DATA			43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			49
BUSINESS OF ORITANI FINANCIAL CORP., MHC, ORITANI-FEDERAL AND ORITANI BANK			71
ORITANIBANK CHARITABLE FOUNDATION			97
SUPERVISION AND REGULATION			99
FEDERAL AND STATE TAXATION			112
MANAGEMENT			114
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			141
THE CONVERSION AND OFFERING			142
COMPARISON OF STOCKHOLDERS’ RIGHTS FOR EXISTING STOCKHOLDERS OF ORITANI FINANCIAL CORP.			170
RESTRICTIONS ON ACQUISITION OF ORITANI			177
DESCRIPTION OF CAPITAL STOCK OF ORITANI-DELAWARE FOLLOWING THE CONVERSION			182
TRANSFER AGENT			183
EXPERTS			183
LEGAL MATTERS			183
WHERE YOU CAN FIND ADDITIONAL INFORMATION			184
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF ORITANI FINANCIAL CORP. AND ITS SUBSIDIARIES			F-1
EX-2
EX-3.1
EX-8
EX-23.2
EX-99.6
EX-99.7

SUMMARY

     The following summary explains the material aspects of the conversion, the offering and the exchange of existing shares of Oritani-Federal common stock for new shares of Oritani-Delaware 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-Delaware

     Oritani-Delaware is a newly-formed Delaware corporation that was incorporated in February 2010 to be the successor corporation to Oritani-Federal upon completion of the conversion. Pursuant to the Plan of Conversion and Reorganization, a new, state chartered holding company needed to be formed because an Office of Thrift Supervision-chartered federal corporation cannot be a fully public holding company. Oritani-Delaware will own all of the outstanding shares of common stock of Oritani Bank upon completion of the conversion.

     Oritani-Delaware’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-Federal. Oritani Financial Corp., MHC’s principal business activity is the ownership of 27,575,476 shares of common stock of Oritani-Federal, or 74.4% of the issued and outstanding shares as of the date of this prospectus. The remaining 9,465,708 shares of Oritani-Federal 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-Federal

     Oritani-Federal is a federally chartered stock holding company that owns all of the outstanding common stock of Oritani Bank. At December 31, 2009, Oritani-Federal 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-Federal will cease to exist, and will be succeeded by Oritani-Delaware, a new Delaware corporation. As of the date of this prospectus, Oritani-Federal 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. In 1997, Oritani Bank converted to a mutual savings bank charter, and in March 1998, reorganized into the two-tier mutual holding company structure.

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 and external factors, 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. In addition to the initiatives described above, management believes that external factors also contributed to our deposit growth. Due to uncertainty in the financial markets and a downturn in the U.S. economy, many investors withdrew funds from the stock market and deposited them into investment options considered safe by investors, such as Oritani Bank deposit accounts. Management believes a portion of our growth was due to this activity, particularly during the June 30, 2008 to June 30, 2009 period. Other external factors, including a relaxation of the insured deposit limits, also may have contributed to our deposit growth however; management believes any impact due to increased deposit limits is minimal. Our ongoing focus will be to build upon our successes, 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.

Our Current Organizational Structure

     Oritani-Federal completed its initial public stock offering on January 23, 2007. Oritani-Federal 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-Federal contributed $59.7 million of the proceeds to Oritani Bank. At December 31, 2009, Oritani Financial Corp., MHC owned 74.4% of the Oritani-Federal’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-Federal 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-Federal will receive shares of common stock of Oritani-Delaware in exchange for their shares of Oritani-Federal common stock pursuant to an exchange ratio that maintains the same percentage ownership in Oritani-Delaware (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-Federal 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-Federal 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]. There are no plans to make any additional contributions to our existing charitable foundation. 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-Delaware, 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-Federal (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-Federal’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-Federal.

     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-Delaware (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-Federal 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.”

After-Market Stock Price Performance Provided by Independent Appraiser

     The following table presents stock price performance information for all second-step conversions completed between January 1, 2009 and February 19, 2010. None of these companies were included in the group of 10 comparable public companies utilized in RP Financial, LC.’s valuation analysis.

Second-Step Conversion Offerings
Completed Closing Dates between January 1, 2009 and February 19, 2010

     Stock price performance is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. None of the companies listed in the table above are exactly similar to Oritani-Delaware, the pricing ratios for their stock offerings were in some cases different from the pricing ratios for Oritani-Delaware common stock and the market conditions in which these offerings were completed were, in most cases, different from current market conditions. The performance of these stocks may not be indicative of how our stock will perform.

      There can be no assurance that our stock price will not trade below $10.00 per share, as has been the case for many second-step conversions. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 23.

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

     At the conclusion of the conversion, shares held by existing stockholders of Oritani-Federal will be canceled and exchanged for shares of common stock of Oritani-Delaware. 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-Federal 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-Federal common stock are exercised before consummation of the conversion, there will be an increase in the percentage of shares of Oritani-Federal 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-Delaware common stock a hypothetical owner of Oritani-Federal common stock would receive in exchange for 100 shares of Oritani-Federal 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-Delaware common stock will be issued to any public stockholder of Oritani-Federal For each fractional share that would otherwise be issued, Oritani-Delaware 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-Federal common stock also will convert into and become options to purchase new shares of Oritani-Delaware 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-Federal 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-Federal 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-Delaware 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-Delaware.

     The amount to be loaned to the employee stock ownership plan may increase if we exercise our right to have the 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. 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-Federal 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-Delaware 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-Federal 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-Federal 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-Delaware. 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-Federal 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-Delaware 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 23.

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-Federal 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-Federal 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-Federal 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-Federal The directors and executive officers of Oritani-Federal and their affiliates owned ___shares of Oritani-Federal, 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-Federal’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-Delaware will replace Oritani-Federal’s existing shares. We expect that Oritani-Delaware’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-Delaware’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-Federal 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-Federal, Oritani Bank, Oritani-Delaware, persons eligible to subscribe in the subscription offering, or existing stockholders of Oritani-Federal. Existing stockholders of Oritani-Federal who receive cash in lieu of fractional share interests in shares of Oritani-Delaware 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 (including trusts of natural persons) and then other persons (including any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization, or government or political subdivision of a government) 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-Federal 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.”

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:

	•		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 Oritani-Federal 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-Federal 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.”

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 an 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 Financial Corp. 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-Delaware 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 first class 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-Federal, 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.

     Our business strategy centers on continuing our emphasis on multi-family and commercial real estate lending. We have grown our loan portfolio in recent years with respect to these types of loans and intend to continue to emphasize these types of lending. At December 31, 2009, $296.3 million, or 21.4%, of our total loan portfolio consisted of multi-family loans and $628.5 million, or 45.5%, of our total loan portfolio consisted of commercial real estate loans. As a result, our credit risk profile will be higher than traditional thrift institutions that have higher concentrations of one- to four-family residential loans. Loans secured by multi-family and commercial real estate generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the underlying property. Additionally, such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Accordingly, an adverse development with respect to one loan or one credit relationship can expose us to greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. We seek to minimize these risks through our underwriting policies, which require such loans to be qualified on the basis of the property’s collateral value, net income and debt service ratio; however, there is no assurance that our underwriting policies will protect us from credit-related losses. Finally, if we foreclose on multi-family and commercial real estate loans, our holding period for the collateral typically is longer than one-to four- family residential mortgage loans because there are fewer potential purchasers of the collateral. As discussed in “Business of Oritani Financial Corp., MHC, Oritani-Federal and Oritani Bank—Lending Activities,” we have recently been utilizing stricter underwriting standards for these types of loans, and have curtailed our construction lending.

     The largest commercial real estate loan in our portfolio at December 31, 2009 was a $21.0 million loan secured by a shopping mall located in Ocean County, New Jersey. Our largest commercial real estate relationship consisted of properties located mainly in our primary market area with a real estate investor. The aggregate outstanding loan balance for this relationship is $47.6 million.

If Our Allowance for Loan Losses is Not Sufficient to Cover Actual Loan Losses, Our Earnings Will Decrease.

     We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. Our delinquent and nonaccrual loans have risen significantly over the past 24 months, and this growth increases the possibility that our allowance for loan losses may be insufficient in the future. In addition, the majority of our loan growth since June 30, 2005 has been in commercial real estate loans. According to Real Estate Econometrics, a property research firm, default rates on commercial loans climbed to a 16 year high during the quarter ended September 30, 2009. Real Estate Econometrics projects that the default rate will

peak in 2011, before falling back. While our allowance for loan losses was 1.60% of total loans at December 31, 2009, material additions to our allowance could materially decrease our net income.

     In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations.

Future Changes in Interest Rates Could Reduce Our Profits.

     Our ability to make a profit largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between:

	•		the interest income we earn on our interest-earning assets, such as loans and securities; and
	•		the interest expense we pay on our interest-bearing liabilities, such as deposits and borrowings.

     In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A reduction in interest rates usually results in increased prepayments of loans and mortgage-backed and related securities, as borrowers refinance their debt in order to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the original loans or securities. Increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable rate loans.

     Changes in interest rates also affect the current market value of our interest-earning securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. At December 31, 2009, the fair value of our securities and mortgage-backed securities available for sale totaled $419.0 million. Unrealized net gains on these available for sale securities totaled approximately $2.4 million, net of taxes, at December 31, 2009 and are reported as a separate component of stockholders’ equity. Decreases in the fair value of securities available for sale in future periods would have an adverse effect on stockholders’ equity.

     In addition, many of our FHLB-NY advances are callable, often five years from the date of issuance. To the extent the FHLB-NY calls all or a portion of these advances, we would need to find another funding source, which might be more expensive to us than these advances.

     We evaluate interest rate sensitivity by estimating the change in Oritani Bank’s net portfolio value over a range of interest rate scenarios. Net portfolio value is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. At December 31, 2009, in the event of an immediate 200 basis point increase in interest rates, the model projects that we would experience a $53.6 million, or 20.9%, decrease in net portfolio value. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Our Direct Investments in Real Estate May Be Riskier than More Traditional Real Estate Loans.

     Oritani-Federal and Oritani Bank each have formed companies that have invested directly in real estate. While these investments have provided us net income during the course of these investments, they are direct investments and represent a greater risk than loans. With loans, the borrower has an investment

interest in the property that partially insulates the loan from the negative consequences of decreases in the property’s value. There is no such protection with a direct real estate investment. Any decline in performance of these investments may have an adverse effect on our net income. As detailed in “Business of Oritani Financial Corp., MHC, Oritani-Federal and Oritani Bank-Subsidiary Activities and Joint Venture Information,” we have increased our investments in these types of assets.

Current Market and Economic Conditions May Significantly Affect Our Operations and Financial Condition.

     Recent negative developments in the national and global credit markets have resulted in uncertainty in the financial markets and downturn in general economic conditions, including increased levels of unemployment. The resulting economic pressure on consumers and businesses may adversely affect our business, financial condition, and results of operations. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial services industry. In general, loan and investment securities credit quality has deteriorated at many institutions and the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Indications of the deterioration of the value of real estate collateral have been evidenced on a national level as well as in our market area. These developments could have a significant negative effect on our borrowers and the values of underlying collateral securing loans, which could negatively affect our financial performance. Housing market conditions in the New York metro area, where most of our lending activity occurs, have deteriorated as evidenced by reduced levels of sales, increasing inventories of houses on the market, declining house prices and an increase in the length of time houses remain on the market. The S&P/Case-Shiller Home Price Indices, the leading measure of U.S. home prices, showed that the price of existing single family homes in the New York metro area at June 30, 2009, suffered a 12.0% decline versus the prior year. RealtyTrac, a leading online marketplace for foreclosure properties, noted in its 2008 U.S. Foreclosure Market Report, that New Jersey foreclosures in 2008 had increased 101.2% from 2007, and that the overall foreclosure rate in New Jersey for 2008 was 1.80%. Foreclosure filings in New Jersey in the first six months of 2009, increased 31.6% compared to the first half of 2008. Weakening economic conditions in the residential and commercial real estate sector have adversely affected, and may continue to adversely affect, our loan portfolio. Total non-performing assets increased from $44.1 million at December 31, 2008 to $52.5 million at December 31, 2009. Total non-performing loans as a percentage of total assets decreased to 2.59% at December 31, 2009 as compared to 2.66% at December 31, 2008. If loans that are currently non-performing further deteriorate or loans that are currently performing become non-performing loans, we may need to increase our allowance for loan losses, which would have an adverse impact on our financial condition and results of operations. We would have recognized an additional $1.3 million and $3.7 million in interest income during the six months ended December 31, 2009 and year ended June 30, 2009, respectively, had non-performing loans performed in accordance with the original terms.

Our Deposit Growth Has Been a Primary Funding Source. If Deposit Growth Slows, It May Be More Expensive For Us to Fund Loan Originations.

     We have recently experienced a period of unprecedented deposit growth, with a 61.3% increase in deposit balances from June 30, 2008 to June 30, 2009, and annualized growth for the six month period ended December 31, 2009 of 14.7%. Management believes a portion of this growth was due to external factors, as funds were withdrawn from the stock market and deposited into investment options considered safe by the investors, such as Oritani Bank. Such depositors may choose to redeploy these funds in the stock market at a future date, regardless of our efforts. If this occurs, it would hamper our ability to grow deposits and could even result in a net outflow of deposits. In addition, the increase in deposit insurance limits also may have contributed to our deposit growth and we could experience a net outflow of deposits

of such deposit insurance limits were reduced. We will continue to focus on deposit growth, which we use to fund loan originations and purchase investment securities. However, if we are unable to continue to sufficiently increase our deposit balances, we may be required to utilize alternative sources of funding, including Federal Home Loan Bank (“FHLB) advances, or increase our deposit rates, each of which will increase our cost of funds.

Any future Federal Deposit Insurance Corporation insurance premiums or special assessments will adversely impact our earnings.

     On May 22, 2009, the FDIC adopted a final rule levying a five basis point special assessment on each insured depository institution’s assets minus Tier 1 capital as of June 30, 2009. We recorded an expense of $846,000 during the quarter ended June 30, 2009, to reflect the special assessment. Any further special assessments that the FDIC levies will be recorded as an expense during the appropriate period. In addition, the FDIC increased the general assessment rate and, therefore, our FDIC general insurance premium expense will increase compared to prior periods.

     The FDIC also issued a final rule pursuant to which all insured depository institutions were required to prepay on December 30, 2009 their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. The assessment rate for the fourth quarter of 2009 and for 2010 was based on each institution’s total base assessment rate for the third quarter of 2009, modified to assume that the assessment rate in effect on September 30, 2009 had been in effect for the entire third quarter, and the assessment rate for 2011 and 2012 would be equal to the modified third quarter assessment rate plus an additional three basis points. In addition, each institution’s base assessment rate for each period was calculated using its third quarter assessment base, adjusted quarterly for an estimated 5% annual growth rate in the assessment base through the end of 2012. We made a payment of $7.6 million to the FDIC on December 30, 2009, and recorded the payment as a prepaid expense, which will be amortized to expense over three years.

If Our Investment in the Federal Home Loan Bank of New York is Classified as Other-Than-Temporarily Impaired or as Permanently Impaired, Our Earnings Could Decrease.

     We own common stock of the Federal Home Loan Bank of New York (the “FHLB-NY”). We hold the FHLB-NY common stock to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the FHLB-NY’s advance program. The aggregate cost and fair value of our FHLB-NY common stock as of December 31, 2009 was $25.5 million based on its par value. There is no market for our FHLB-NY common stock.

     Recent published reports indicate that certain member banks of the Federal Home Loan Bank System may be subject to asset quality-related risks that could result in materially lower regulatory capital levels. In an extreme situation, it is possible that the capitalization of a FHLB, including the FHLB-NY, could be substantially diminished or reduced to zero. Consequently, we believe that there is a risk that our investment in FHLB-NY common stock could be deemed other-than-temporarily impaired at some time in the future, and if this occurs, it would cause our earnings to decrease by the after-tax amount of the impairment charge.

Our Inability to Achieve Profitability on New Branches May Negatively Affect Our Earnings.

     We have expanded our presence throughout our market area and we intend to pursue further expansion through de novo branching. The profitability of our expansion strategy will depend on whether the income that we generate from the new branches will offset the increased expenses resulting from operating these branches. We expect that it may take a period of time before these branches can become

profitable, especially in areas in which we do not have an established presence. During this period, the expense of operating these branches may negatively affect our net income.

Strong Competition Within Our Market Area May Limit Our Growth and Profitability.

     Competition in the banking and financial services industry is intense. In our market area, we compete with numerous commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have substantially greater resources and lending limits than we have, have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we do. Our profitability depends upon our continued ability to successfully compete in our market area. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets.

We Operate in a Highly Regulated Industry, Which Limits the Manner and Scope of Our Business Activities.

     We are subject to extensive supervision, regulation and examination by the New Jersey Department of Banking and Insurance and by the FDIC. As a result, we are limited in the manner in which we conduct our business, undertake new investments and activities and obtain financing. This regulatory structure is designed primarily for the protection of the FDIC’s Deposit Insurance Fund (the “DIF”) and our depositors, and not to benefit our stockholders. This regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. In addition, we must comply with significant anti-money laundering and anti-terrorism laws. Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws.

A Legislative Proposal Has Been Introduced That Would Require Oritani-Delaware to Become a Bank Holding Company.

     Legislation has been proposed that would implement sweeping changes to the current bank regulatory structure. The proposal would, among other things, merge the OTS into the Office of the Comptroller of the Currency. As discussed further under “Supervision and Regulation—Holding Company Regulation,” federal law allows a state savings bank that qualifies as a Qualified Thrift Lender, such as Oritani Bank, to elect to be treated as a savings association for purposes of the savings and loan holding company provisions of the Home Owners’ Loan Act of 1933, as amended. Such election results in the state savings bank’s holding company being regulated as a savings and loan holding company by the OTS rather than as a bank holding company regulated by the Board of Governors of the Federal Reserve System. If the OTS is eliminated, Oritani-Delaware would become a bank holding company subject to regulation and supervision under the Bank Holding Company Act of 1956, as amended, and the supervision and regulation of the Board of Governors of the Federal Reserve System, including holding company regulatory capital requirements to which Oritani-Federal is not currently subject. Such regulatory changes could impact our ability to continue our real estate investments and joint ventures.

Risks Related to the Offering

The future price of the shares of common stock may be less than the $10.00 purchase price per share in the offering.

     If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price in the offering. In several cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After our shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, investor perceptions of Oritani-Delaware and the outlook for the financial services industry in general. Price fluctuations may be unrelated to the operating performance of particular companies.

We have broad discretion to deploy our net proceeds. Our failure to timely or effectively deploy the net proceeds may have an adverse impact on our financial performance and the value of our common stock.

     Oritani-Delaware intends to contribute between $159.2 million and $215.7 million of the net proceeds of the offering (or $248.4 million at the adjusted maximum of the offering range) to Oritani Bank. Oritani-Delaware may use the remaining net proceeds to invest in short-term investments (which generally have low interest rates), to repurchase shares of common stock, to pay dividends or for other general corporate purposes. Oritani-Delaware also expects to use a portion of the net proceeds it retains to fund a loan for the purchase of shares of common stock in the offering by the employee stock ownership plan. Oritani Bank may use the net proceeds it receives to fund new loans, to purchase investment securities, to acquire financial institutions or financial services companies, build or acquire new branches, or for other general corporate purposes. With the exception of the loan to the employee stock ownership plan and some of our branching initiatives, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing of such applications. We have not established a timetable for reinvesting of the net proceeds, and we cannot predict how long we will require to reinvest the net proceeds.

Our return on equity initially will be low compared to our historical performance. A lower return on equity may negatively impact the trading price of our common stock.

     Net income divided by average stockholders’ equity, known as “return on average equity” is a ratio many investors use to compare the performance of a financial institution to its peers. Our return on average equity ratio of 6.08% for the six months ended December 31, 2009, compared to an average negative return on equity of 0.57% based on trailing twelve-month earnings for all publicly traded fully converted savings institutions as of February 19, 2010. Although we expect that our net income will increase following the offering, we expect that our return on average equity will decrease as a result of the additional capital that we will raise in the offering. For example, our pro forma return on equity for the six months ended December 31, 2009 is 2.50%, assuming the sale of shares at the maximum of the offering range. Over time, we intend to use the net proceeds from the offering to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is comparable to our historical performance. This goal may take a number of years to achieve,

and we cannot assure you that we will be able to achieve it. Consequently, you should not expect a return on equity similar to our current return on equity in the near future. Failure to achieve a competitive return on equity may make an investment in our common stock unattractive to some investors and may cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See “Pro Forma Data” for an illustration of the financial impact of the offering.

The ownership interest of management and employees could enable insiders to prevent a merger that may provide stockholders a premium for their shares.

     The shares of common stock that our directors and officers intend to purchase in the offering, when combined with the shares that they will receive in the exchange for their existing shares of Oritani-Federal common stock are expected to result in management and the Board of Directors controlling approximately ___% of our outstanding shares of common stock at the midpoint of the offering range. In addition, our employee stock ownership plan is expected to purchase 4.0% of the shares of common stock sold in the stock offering, and additional stock options and shares of common stock would be granted to our directors and employees if a stock-based incentive plan is adopted in the future. This would result in management and employees controlling a significant percentage of our shares of common stock. If these individuals were to act together, they could have significant influence over the outcome of any stockholder vote. This voting power may discourage a potential sale of Oritani-Delaware that our stockholders may desire.

The implementation of the stock-based incentive plan may dilute your ownership interest.

     We intend to adopt a new stock-based incentive plan following the offering, subject to receipt of stockholder approval. This stock-based incentive plan may be funded either through open market purchases or from the issuance of authorized but unissued shares of common stock of Oritani-Delaware. While our intention is to fund this plan through open market purchases, stockholders would experience an 8.15% reduction in ownership interest at the adjusted maximum of the offering range in the event newly issued shares of our common stock are used to fund stock options or shares of restricted common stock under the plan in an amount equal to up to 10.0% and 4.0%, respectively, of the shares sold in the offering. In the event we adopt the plan within twelve months following the conversion, shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under the stock-based incentive plan would be limited to 4.0% and 10.0%, respectively, of the total shares to be outstanding upon completion of the conversion, less the number of shares of common stock reserved for stock awards and stock options (adjusted by the exchange ratio) received under previously adopted benefit plans. In the event we adopt the plan more than one year following the conversion, the plan will not be subject to these limitations. Our current intention is to implement a new stock-based incentive plan no earlier than twelve months after completion of the conversion and offering.

     Although the implementation of the stock-based benefit plan will be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

Additional expenses following the conversion from the compensation and benefit expenses associated with the implementation of the new stock-based incentive benefit plan will adversely affect our profitability.

     We intend to adopt a new stock-based incentive plan after the offering, subject to stockholder approval, pursuant to which plan participants would be awarded restricted shares of our common stock (at no cost to them) and options to purchase shares of our common stock. If the stock-based incentive plan is

implemented within twelve months of the completion of the offering, the number of shares of common stock reserved for issuance for awards of restricted stock or grants of options under such stock-based incentive plan may not exceed 4.0% and 10.0%, respectively, of the total shares to be outstanding upon completion of the conversion, less the number of shares of common stock reserved for stock awards and stock option (adjusted by the exchange ratio) received under previously adopted benefit plans. If we award restricted shares of common stock or grant options in excess of these amounts under a stock-based incentive plan adopted more than one year after the completion of the offering, our costs would increase further. Our current intention is to implement a new stock-based incentive plan no earlier than twelve months after completion of the offering.

     Following the offering, our non-interest expenses are likely to increase as we will recognize additional annual employee compensation and benefit expenses related to the shares granted to employees and executives under our stock-based incentive plan. We cannot predict the actual amount of these new stock-related compensation and benefit expenses because applicable accounting practices require that expenses be based on the fair market value of the shares of common stock at specific points in the future; however, we expect them to be material. In addition, we would recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts (i.e., as the loan used to acquire these shares is repaid), and we would recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the offering has been estimated to be approximately $8.7 million ($6.0 million after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. In addition, all stock options and stock awards currently outstanding will vest upon completion of the conversion. We anticipate 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. For further discussion of our proposed stock-based plans, see “Management—Compensation Discussion and Analysis.”

Stock-based incentive plans implemented twelve months following the stock offering may exceed regulatory restrictions on the size of stock-based incentive plans.

     If we implement stock-based incentive plans within twelve months following the completion of the stock offering, then we may reserve shares of common stock for awards of restricted stock or grants of stock options under our stock-based incentive plans for up to 4.0% and 10.0%, respectively, of the shares of stock to be outstanding upon completion of the stock offering, less the number of shares of restricted stock and option shares (adjusted for the exchange ratio) reserved under previously adopted benefit plans. The amount of stock awards and stock options available for grant under the stock-based incentive plans may exceed these amounts, provided the stock-based incentive plans are implemented twelve months or more following the stock offering. Although the implementation of the stock-based benefit plan will be subject to stockholder approval, the determination as to the timing of the implementation of such a plan will be at the discretion of our Board of Directors. Stock-based incentive plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “—Additional expenses following the conversion from the compensation and benefit expenses associated with the implementation of the new stock-based incentive benefit plan will adversely affect our profitability.” Stock-based incentive plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “—The implementation of the stock-based incentive plan may dilute your ownership interest.” Our current intention is to implement a new stock-based incentive plan no earlier than twelve months after the completion of the conversion. Pro forma data is presented herein assumes the reservation of 4% and 10% of the outstanding shares of common stock upon

completion of the stock offering for awards of estimated stock or grants of stock options, respectively, and the expenses associated with such amounts.

Various factors may make takeover attempts more difficult to achieve.

     Our Board of Directors has no current intention to sell control of Oritani-Delaware. Provisions of our certificate of incorporation and bylaws, federal regulations, Delaware law and various other factors may make it more difficult for companies or persons to acquire control of Oritani-Delaware without the consent of our Board of Directors. You may want a takeover attempt to succeed because, for example, a potential acquirer could offer a premium over the then prevailing price of our common stock. The factors that may discourage takeover attempts or make them more difficult include:

	•		Office of Thrift Supervision Regulations . OTS regulations prohibit, for three years following the completion of a conversion, the direct or indirect acquisition of more than 10.0% of any class of equity security of a savings institution or holding company regulated by the OTS regulated holding company of a converted institution without the prior approval of the OTS.
	•		Certificate of incorporation and statutory provisions. Provisions of the certificate of incorporation and bylaws of Oritani-Delaware and Delaware law may make it more difficult and expensive to pursue a takeover attempt that management opposes, even if the takeover is favored by a majority of our stockholders. These provisions also would make it more difficult to remove our current Board of Directors or management, or to elect new directors. Additional provisions include limitations on voting rights of beneficial owners of more than 10.0% of our common stock, the election of directors to staggered terms of three years and not permitting cumulative voting in the election of directors. Our bylaws also contain provisions regarding the timing and content of stockholder proposals and nominations and qualification for service on the Board of Directors.
	•		Issuance of stock options and restricted stock . We also intend to issue stock options and shares of restricted stock to key employees and directors that will require payments to these persons in the event of a change in control of Oritani-Delaware. These payments may have the effect of increasing the costs of acquiring Oritani-Delaware, thereby discouraging future takeover attempts.
	•		Employment agreements . Oritani-Federal has employment agreements with each of its executive officers which will remain in effect following the stock offering. These agreements may have the effect of increasing the costs of acquiring Oritani-Delaware, thereby discouraging future takeover attempts.

There may be a decrease in stockholders’ rights for existing stockholders of Oritani-Federal

     As a result of the conversion, existing stockholders of Oritani-Federal will become stockholders of Oritani-Delaware. Some rights of stockholders of Oritani-Delaware will be reduced compared to the rights stockholders currently have in Oritani-Federal. The reduction in stockholder rights results from differences between the federal and Delaware charters and bylaws, and from distinctions between federal and Delaware law. Many of the differences in stockholder rights under the certificate of incorporation and bylaws of Oritani-Delaware are not mandated by Delaware law but have been chosen by management as being in the best interests of Oritani-Delaware and its stockholders. The certificate of incorporation and bylaws of Oritani-Delaware include the following provisions: (i) approval by at least a majority of

outstanding shares required to remove a director for cause; (ii) greater lead time required for stockholders to submit proposals for new business or to nominate directors; and (iii) approval by at least 80% of outstanding shares of capital stock entitled to vote generally is required to amend the bylaws and certain provisions of the certificate of incorporation. See “Comparison of Stockholders’ Rights For Existing Stockholders of Oritani-Federal” for a discussion of these differences.

You may not revoke your decision to purchase Oritani-Delaware common stock in the subscription offering after you send us your subscription.

     Funds submitted or automatic withdrawals authorized in the connection with a purchase of shares of common stock in the subscription offering will be held by us until the completion or termination of the conversion and offering, including any extension of the expiration date. Because completion of the conversion and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, LC., among other factors, there may be one or more delays in the completion of the conversion and offering. Orders submitted in the subscription offering are irrevocable, and subscribers will have no access to subscription funds unless the offering is terminated, or extended beyond [extension date], or the number of shares to be sold in the offering is increased to more than 51,577,500 shares or decreased to less than 33,150,000 shares.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The summary financial information presented below is derived in part from the consolidated financial statements of Oritani-Federal 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 years ended June 30, 2008 and 2007 is derived in part from the audited consolidated financial statements of Oritani-Federal that 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-Federal, 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.

FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

	•		statements of our goals, intentions and expectations;
	•		statements regarding our business plans, prospects, growth and operating strategies;
	•		statements regarding the asset quality of our loan and investment portfolios; and
	•		estimates of our risks and future costs and benefits.

     These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

     The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

	•		changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
	•		general economic conditions, either nationally or in our market areas, that are worse than expected;
	•		competition among depository and other financial institutions;
	•		inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
	•		adverse changes in the securities markets;
	•		our ability to enter new markets successfully and capitalize on growth opportunities;
	•		our ability to successfully integrate acquired entities, if any;
	•		changes in consumer spending, borrowing and savings habits;
	•		changes in our organization, compensation and benefit plans;
	•		our ability to continue to increase and manage our commercial and residential real estate, multi-family, and commercial and industrial loans;
	•		possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises;

	•		the level of future deposit premium assessments;
	•		the impact of the current recession on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities;
	•		the impact of the current governmental effort to restructure the U.S. financial and regulatory system;
	•		changes in the financial performance and/or condition of our borrowers; and
	•		the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

     Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Risk Factors” beginning on page 23.

     Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Oritani Bank’s deposits. The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription and community offerings.

Oritani-Delaware and Oritani Bank May Use the Proceeds it Retains From the Offering:

	•		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 FDIC or the New Jersey Department of Banking and Insurance to raise capital); and
	•		to use the additional capital for other general corporate purposes.

     Under current OTS regulations, we may not repurchase shares of our common stock during the twelve months following the completion of the conversion, except to fund certain stock-based plans or, with prior regulatory approval, when extraordinary circumstances exist.

     Initially, a substantial portion of the net proceeds will likely be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities. The use of proceeds may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions, and overall market conditions. Our business strategy for the deployment of the net proceeds raised in the offering is discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy.”

     Our return on equity may be relatively low until we are able to effectively reinvest the additional capital raised in the offering. Until we can deploy our capital until we have a leverage ratio similar to peers, our return on equity may be below the industry average, which may negatively affect the value of our common stock. See “Risk Factors—Our return on equity initially will be low compared to our historical performance. A lower return on equity may negatively impact the trading price of our common stock.”

OUR POLICY REGARDING DIVIDENDS

     As of December 31, 2009, Oritani-Federal 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. We expect 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 stock price of $10.00 per share. The amount of dividends that we intend to pay to our stockholders following the conversion is intended to preserve the per share dividend rate that Oritani-Federal stockholders currently receive. 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. We cannot assure you that we will not reduce or eliminate dividends in the future.

     Under the rules of the OTS, Oritani Bank will not be permitted to pay dividends on its capital stock to Oritani-Delaware, its sole stockholder, if Oritani Bank’s stockholder’s equity would be reduced below the amount of the liquidation accounts established by Oritani-Delaware and Oritani Bank in connection with the conversion. In addition, Oritani Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. See “The Conversion and Offering—Liquidation Rights.”

     Unlike Oritani Bank, we are not restricted by OTS regulations on the payment of dividends to our stockholders, although the source of dividends will depend on the net proceeds retained by us and

earnings and dividends from Oritani Bank. However, we will be subject to state law limitations on the payment of dividends. Delaware law generally limits dividends to be paid out of its capital surplus or, if there is no surplus, out of net profits from the fiscal year in which the dividend is declared, and the preceding fiscal year, subject to certain limitations.

     Finally, pursuant to OTS regulations, during the three-year period following the conversion, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

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

     The sources of funds for the payment of a cash dividend are the retained proceeds from the initial sale of shares of common stock and earnings on those proceeds, interest and principal payments with respect to Oritani-Federal’s loan to the Employee Stock Ownership Plan, and dividends from Oritani Bank. For a discussion of the limitations applicable to Oritani Bank’s ability to pay dividends, see “Supervision and Regulation—Federal Banking Regulation.”

     On February 18, 2010, the business day immediately preceding the public announcement of the conversion, the closing price of Oritani-Federal common stock as reported on the Nasdaq Global Market was $13.88 per share. At                      , the closing price of Oritani-Federal’s common stock was $                      , and there were approximately                      stockholders of record.