425

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 22, 2008

OCEAN SHORE HOLDING CO.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey	333-153454	80-0282446
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1001 Asbury Avenue, Ocean City, New Jersey 08226

(Address of principal executive offices) (Zip Code)

(609) 399-0012

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On December 22, 2008, Ocean Shore Holding Co. issued a press release in connection with its reorganization from the two-tier mutual holding company structure to the stock holding company structure, announcing that it has completed its subscription offering and extended its subscription offering until January 2, 2009, and that it will commence a syndicated offering to complete the sale of shares in early January.

A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Exhibits

Exhibits

99.1 Press release dated December 22, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	OCEAN SHORE HOLDING CO.
Date: December 22, 2008	By:	/s/ Steven E. Brady
		Steven E. Brady
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:	Steven E. Brady, President and CEO
	(609) 399-0012

Ocean Shore Holding, Inc. Announces Completion of

Subscription Offering and Plans for

Syndicated Community Offering

December 22, 2008, Ocean City, NJ – Ocean Shore Holding Co. (the “Company”) (Nasdaq: OSHC), holding company for Ocean City Home Bank, announced today that the subscription offering conducted in connection with its reorganization from the two-tier mutual holding company structure to the stock holding company structure concluded on December 22, 2008. Orders will continue to be accepted in the community offering through January 2, 2009.

Ocean Shore Holding also announced that it intends to commence a syndicated community offering to complete the sale of shares. The syndicated community offering will commence in early January 2009 and will be conducted through a syndicate of broker-dealers that will be managed by Sandler O’Neill & Partners, L.P. Neither Sandler O’Neill & Partners, L.P. nor any other member of the syndicate group will be required to purchase any shares in the offering.

The offering is being conducted by the new holding company for Ocean City Home Bank – a newly formed New Jersey corporation also named Ocean Shore Holding Co. – in connection with the second-step conversion of Ocean City Home Bank. In order to consummate the offering, new Ocean Shore Holding must sell a minimum of 4,037,500 shares at $9.00 per share. Orders received in the subscription and community offering will be maintained by new Ocean Shore Holding, with interest on subscribers’ funds continuing to accrue until completion of the offering. The terms and conditions of the offering are more fully set forth in Ocean Shore Holding’s prospectus dated November 12, 2008.

The completion of the offering remains subject to final regulatory approvals and approval of the Plan of Conversion by members of OC Financial MHC and shareholders of Ocean Shore Holding at their respective special meetings to be held on January 8, 2009.

Ocean Shore Holding Co. is the holding company for Ocean City Home Bank, a federal savings bank headquartered in Ocean City, New Jersey. Ocean City Home Bank operates a total of nine full-service banking offices in eastern New Jersey.

This press release contains certain forward-looking statements about the conversion and offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause

actual results to differ materially from expected results include delays in consummation of the conversion and offering, difficulties in selling the common stock or in selling the common stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which Ocean Shore Holding and Ocean City Home Bank are engaged.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement.

New Ocean Shore Holding has filed a proxy statement/prospectus concerning the conversion with the Securities and Exchange Commission. Shareholders of Ocean Shore Holding are urged to read the proxy statement/prospectus because it contains important information. Investors are able to obtain all documents filed with the SEC by new Ocean Shore Holding free of charge at the SEC’s web site, www.sec.gov. In addition, documents filed with the SEC by new Ocean Shore Holding are available free of charge from the Corporate Secretary of Ocean Shore Holding at 1001 Asbury Avenue, Ocean City, New Jersey 08226, telephone (609) 399-0012. The directors, executive officers, and certain other members of management and employees of Ocean Shore Holding are participants in the solicitation of proxies in favor of the conversion from the shareholders of Ocean Shore Holding. Information about the directors and executive officers of Ocean Shore Holding is included in the proxy statement/prospectus filed with the SEC.

The shares of common stock of new Ocean Shore Holding are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

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