##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission
file number: 0-51000

OCEAN SHORE HOLDING CO.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|United States                                                  |  | 22-3584037                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                           |  |           
|------------------------------------------ |  | ----------
|1001 Asbury Avenue, Ocean City, New Jersey |  | 082266    
|(Address of principal executive offices)   |  | (Zip Code)

(609) 399-0012

(Registrants telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No ̈

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of large accelerated filer and accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ̈Accelerated Filer ̈Non-accelerated Filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No x

Indicate the number of shares outstanding of each of the Issuers classes of common stock as of the latest practicable date:

At May 8, 2006, the registrant had 8,760,942 shares of $0.01 par value common stock outstanding.



---



---

##### Table of Contents

OCEAN SHORE HOLDING CO.

FORM 10-Q

INDEX



|           |  |                                                                                                                                   |  |     
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                                   |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                                                             |  |     
|           |  |                                                                                                                                  
|Item 1.    |  | Financial Statements                                                                                                              |  |     
|           |  |                                                                                                                                  
|           |  | Unaudited Condensed Consolidated Statements of Financial Condition at March 31, 2006 and December 31, 2005                        |  | 1   
|           |  |                                                                                                                                  
|           |  | Unaudited Condensed Consolidated Statements of Income for the three months ended March 31, 2006 and 2005                          |  | 2   
|           |  |                                                                                                                                  
|           |  | Unaudited Condensed Consolidated Statements of Changes in Stockholders Equity for the three months ended March 31, 2006 and 2005 |  | 3   
|           |  |                                                                                                                                  
|           |  | Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005                      |  | 4   
|           |  |                                                                                                                                  
|           |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                    |  | 5   
|           |  |                                                                                                                                  
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                             |  | 15  
|           |  |                                                                                                                                  
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                        |  | 24  
|           |  |                                                                                                                                  
|Item 4.    |  | Controls and Procedures                                                                                                           |  | 24  
|           |  |                                                                                                                                  
|PART II.   |  | OTHER INFORMATION                                                                                                                 |  |     
|           |  |                                                                                                                                  
|Item 1.    |  | Legal Proceedings                                                                                                                 |  | 25  
|           |  |                                                                                                                                  
|Item 1A.   |  | Risk Factors                                                                                                                      |  | 25  
|           |  |                                                                                                                                  
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                       |  | 25  
|           |  |                                                                                                                                  
|Item 3.    |  | Defaults upon Senior Securities                                                                                                   |  | 26  
|           |  |                                                                                                                                  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                               |  | 26  
|           |  |                                                                                                                                  
|Item 5.    |  | Other Information                                                                                                                 |  | 26  
|           |  |                                                                                                                                  
|Item 6.    |  | Exhibits                                                                                                                          |  | 26  
|           | 
|SIGNATURES |  |                                                                                                                                  



---

##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION



|                                                                                                                    |  |                |             |   |                  |   |             |  
|------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                    |  | March 31, 2006 |             |   | December 31,2005 |  
|ASSETS                                                                                                              |  |                |             |   |                  |   |             |  
|Cash and amounts due from depository institutions                                                                   |  | $              | 17,201,741  |   |                  | $ | 13,400,085  |  
|Federal funds sold                                                                                                  |  |                | 14,000,000  |   |                  |   |            |  
|                                                                                                                    |  |                |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                           |  |                | 31,201,741  |   |                  |   | 13,400,085  |  
|Investment securities held to maturity (estimated fair value December 2005 $4,293,635)                             |  |                |            |   |                  |   | 4,292,600   |  
|Investment securities available for sale (amortized cost March 2006 $45,199,861; December 2005 $47,368,441)        |  |                | 45,099,814  |   |                  |   | 47,285,875  |  
|Mortgage-backed securities held to maturity (estimated fair value March 2006 $5,125,833; December 2005 $5,320,700) |  |                | 5,321,062   |   |                  |   | 5,435,913   |  
|Mortgage-backed securities available for sale (amortized cost March 2006 $35,390,603; December 2005 $37,710,146)   |  |                | 34,581,359  |   |                  |   | 37,175,682  |  
|Loans receivablenet                                                                                                |  |                | 416,299,583 |   |                  |   | 412,005,109 |  
|Accrued interest receivable:                                                                                        |  |                |             |   |                  |   |             |  
|Loans                                                                                                               |  |                | 1,614,434   |   |                  |   | 1,592,328   |  
|Mortgage-backed securities                                                                                          |  |                | 167,550     |   |                  |   | 176,217     |  
|Investment securities                                                                                               |  |                | 403,605     |   |                  |   | 443,789     |  
|Federal Home Loan Bank stockat cost                                                                                |  |                | 2,937,800   |   |                  |   | 2,622,800   |  
|Office properties and equipmentnet                                                                                 |  |                | 8,314,993   |   |                  |   | 8,399,552   |  
|Prepaid expenses and other assets                                                                                   |  |                | 2,813,009   |   |                  |   | 3,112,147   |  
|Cash surrender value of life insurance                                                                              |  |                | 7,404,594   |   |                  |   | 7,339,094   |  
|Deferred tax asset                                                                                                  |  |                | 653,867     |   |                  |   | 564,683     |  
|                                                                                                                    |  |                |             |   |                  |   |             |  
|TOTAL ASSETS                                                                                                        |  | $              | 556,813,411 |   |                  | $ | 543,845,874 |  
|                                                                                                                    |  |                |             |   |                  |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                |  |                |             |   |                  |   |             |  
|LIABILITIES:                                                                                                        |  |                |             |   |                  |   |             |  
|Non-interest bearing deposits                                                                                       |  | $              | 39,325,965  |   |                  | $ | 34,223,473  |  
|Interest bearing deposits                                                                                           |  |                | 383,361,224 |   |                  |   | 382,690,429 |  
|Advances from Federal Home Loan Bank                                                                                |  |                | 34,000,000  |   |                  |   | 27,000,000  |  
|Junior subordinated debenture                                                                                       |  |                | 15,464,000  |   |                  |   | 15,464,000  |  
|Securities sold under agreements to repurchase                                                                      |  |                | 18,010,000  |   |                  |   | 18,460,000  |  
|Advances from borrowers for taxes and insurance                                                                     |  |                | 2,425,994   |   |                  |   | 2,200,325   |  
|Accrued interest payable                                                                                            |  |                | 528,990     |   |                  |   | 835,122     |  
|Other liabilities                                                                                                   |  |                | 2,377,051   |   |                  |   | 2,404,243   |  
|                                                                                                                    |  |                |             |   |                  |   |             |  
|Total liabilities                                                                                                   |  |                | 495,493,224 |   |                  |   | 483,277,592 |  
|                                                                                                                    |  |                |             |   |                  |   |             |  
|COMMITMENTS AND CONTINGENCIES                                                                                       |  |                |             |   |                  |   |             |  
|STOCKHOLDERS EQUITY:                                                                                               |  |                |             |   |                  |   |             |  
|Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued                                           |  |                |            |   |                  |   |            |  
|Common stock, $.01 par value, 25,000,000 shares authorized, 8,762,742 shares issued                                 |  |                | 87,627      |   |                  |   | 87,627      |  
|Additional paid-in capital                                                                                          |  |                | 36,756,112  |   |                  |   | 38,392,348  |  
|Retained earnings - partially restricted                                                                            |  |                | 28,336,091  |   |                  |   | 27,633,345  |  
|Common stock acquired by employee benefits plans                                                                    |  |                | (2,919,740  | ) |                  |   | (4,798,480  | )
|Deferred compensation plans trust                                                                                   |  |                | (384,214    | ) |                  |   | (373,607    | )
|Accumulated other comprehensive loss                                                                                |  |                | (555,689    | ) |                  |   | (372,951    | )
|                                                                                                                    |  |                |             |   |                  |   |             |  
|Total stockholders equity                                                                                          |  |                | 61,320,187  |   |                  |   | 60,568,282  |  
|                                                                                                                    |  |                |             |   |                  |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                          |  | $              | 556,813,411 |   |                  | $ | 543,845,874 |  
|                                                                                                                    |  |                |             |   |                  |   |             |  

See notes to unaudited condensed consolidated financial statements.



1



---

##### Table of Contents

OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME



|                                                                                                              |  |                              |           |      |   |          
|------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | ---- | - | ---------
|                                                                                                              |  | Three Months Ended March 31,
|                                                                                                              |  | 2006                         |           | 2005
|INTEREST AND DIVIDEND INCOME:                                                                                 |  |                              |           |      |   |          
|Taxable interest and fees on loans                                                                            |  | $                            | 6,026,209 |      | $ | 4,752,003
|Taxable interest on mortgage-backed securities                                                                |  |                              | 470,531   |      |   | 572,265  
|Non-taxable interest on municipal securities                                                                  |  |                              | 83,359    |      |   | 100,450  
|Taxable interest and dividends on investment securities                                                       |  |                              | 571,256   |      |   | 666,213  
|                                                                                                              |  |                              |           |      |   |          
|Total interest and dividend income                                                                            |  |                              | 7,151,355 |      |   | 6,090,931
|                                                                                                              |  |                              |           |      |   |          
|INTEREST EXPENSE:                                                                                             |  |                              |           |      |   |          
|Deposits                                                                                                      |  |                              | 2,477,090 |      |   | 1,780,318
|Advances from Federal Home Loan Bank, securities sold under agreements to repurchase and other borrowed money |  |                              | 878,590   |      |   | 691,556  
|                                                                                                              |  |                              |           |      |   |          
|Total interest expense                                                                                        |  |                              | 3,355,680 |      |   | 2,471,874
|                                                                                                              |  |                              |           |      |   |          
|NET INTEREST INCOME                                                                                           |  |                              | 3,795,675 |      |   | 3,619,057
|PROVISION FOR LOAN LOSSES                                                                                     |  |                              | 75,000    |      |   | 75,000   
|                                                                                                              |  |                              |           |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                                           |  |                              | 3,720,675 |      |   | 3,544,057
|                                                                                                              |  |                              |           |      |   |          
|OTHER INCOME:                                                                                                 |  |                              |           |      |   |          
|Service charges                                                                                               |  |                              | 373,551   |      |   | 351,384  
|Cash surrender value of life insurance                                                                        |  |                              | 65,500    |      |   | 73,000   
|Other                                                                                                         |  |                              | 115,915   |      |   | 143,795  
|                                                                                                              |  |                              |           |      |   |          
|Total other income                                                                                            |  |                              | 554,966   |      |   | 568,179  
|                                                                                                              |  |                              |           |      |   |          
|OTHER EXPENSE:                                                                                                |  |                              |           |      |   |          
|Salaries and employee benefits                                                                                |  |                              | 1,893,887 |      |   | 1,739,622
|Occupancy and equipment                                                                                       |  |                              | 665,033   |      |   | 583,121  
|Federal insurance premiums                                                                                    |  |                              | 14,510    |      |   | 15,010   
|Advertising                                                                                                   |  |                              | 88,088    |      |   | 93,617   
|Professional services                                                                                         |  |                              | 142,244   |      |   | 158,673  
|Other operating expenses                                                                                      |  |                              | 326,475   |      |   | 321,381  
|                                                                                                              |  |                              |           |      |   |          
|Total other expenses                                                                                          |  |                              | 3,130,237 |      |   | 2,911,425
|                                                                                                              |  |                              |           |      |   |          
|INCOME BEFORE INCOME TAXES                                                                                    |  |                              | 1,145,404 |      |   | 1,200,810
|INCOME TAX EXPENSE                                                                                            |  |                              | 442,658   |      |   | 458,514  
|                                                                                                              |  |                              |           |      |   |          
|NET INCOME                                                                                                    |  | $                            | 702,746   |      | $ | 742,296  
|                                                                                                              |  |                              |           |      |   |          
|Basic earnings per share:                                                                                     |  | $                            | 0.08      |      | $ | 0.09     
|Diluted earnings per share:                                                                                   |  | $                            | 0.08      |      | $ | 0.09     

See notes to unaudited condensed consolidated financial statements.



2



---

##### Table of Contents

OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2006



|                                                                                           |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   |            |  
|------------------------------------------------------------------------------------------ |  | ----------- | ------ | ------------------------ | - | ---------- | ------------------------------------- |  | -------------------------------------------- | ---------- |  | ------------------------------- | ---------- | - | ------------------------------------------ | - | -------- | ------------------------ |  | - | -------- | - |  | - | ---------- | -
|                                                                                           |  | CommonStock |        | AdditionalPaid-InCapital |   |            | RetainedEarnings -PartiallyRestricted |  | Common StockAcquired byEmployeeBenefit Plans |            |  | DeferredCompensationPlans Trust |            |   | AccumulatedOtherComprehensiveIncome (Loss) |   |          | TotalStockholdersEquity | 
|BALANCEJanuary 1, 2006                                                                    |  | $           | 87,627 |                          | $ | 38,392,348 |                                       |  | $                                            | 27,633,345 |  | $                               | (4,798,480 | ) |                                            | $ | (373,607 | )                        |  | $ | (372,951 | ) |  | $ | 60,568,282 |  
|Comprehensive income:                                                                      |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   |            |  
|Net income                                                                                 |  |             |        |                          |   |            |                                       |  |                                              | 702,746    |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   | 702,746    |  
|Net change in unrealized loss on securities available for sale, net of taxes of $(109,522) |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   | (182,738 | ) |  |   | (182,738   | )
|                                                                                           |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   |            |  
|Comprehensive income                                                                       |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   | 520,008    |  
|Effect of adoption of SFAS 123(R)                                                          |  |             |        |                          |   | (1,821,490 | )                                     |  |                                              |            |  |                                 | 1,821,490  |   |                                            |   |          |                          |  |   |          |   |  |   |           |  
|Excess of fair value above cost of ESOP shares committed to be released                    |  |             |        |                          |   | 9,389      |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   | 9,389      |  
|Unallocated ESOP shares committed to employees                                             |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 | 57,250     |   |                                            |   |          |                          |  |   |          |   |  |   | 57,250     |  
|Restricted stock shares                                                                    |  |             |        |                          |   | 99,356     |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   | 99,356     |  
|Incentive stock options                                                                    |  |             |        |                          |   | 76,509     |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   | 76,509     |  
|Purchase of shares by deferred compensation plans trust                                    |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   | (10,607  | )                        |  |   |          |   |  |   | (10,607    | )
|                                                                                           |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   |            |  
|BALANCEMarch 31, 2006                                                                     |  | $           | 87,627 |                          | $ | 36,756,112 |                                       |  | $                                            | 28,336,091 |  | $                               | (2,919,740 | ) |                                            | $ | (384,214 | )                        |  | $ | (555,689 | ) |  | $ | 61,320,187 |  
|                                                                                           |  |             |        |                          |   |            |                                       |  |                                              |            |  |                                 |            |   |                                            |   |          |                          |  |   |          |   |  |   |            |  

FOR THE THREE MONTHS ENDED MARCH 31, 2005



|                                                                                         |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   |            |  
|---------------------------------------------------------------------------------------- |  | ----------- | ------ | ------------------------ | - | ------------------------------------- |  | --------------------- | ---------- |  | ------------------------------- | ---------- | - | ------------------------------------------ | - | -------- | ----------- |  | - | -------- | - |  | - | ---------- | -
|                                                                                         |  | CommonStock |        | AdditionalPaid-InCapital |   | RetainedEarnings -PartiallyRestricted |  | UnallocatedESOPShares |            |  | DeferredCompensationPlans Trust |            |   | AccumulatedOtherComprehensiveIncome (Loss) |   |          | TotalEquity | 
|BALANCEJanuary 1, 2005                                                                  |  | $           | 87,627 |                          | $ | 38,387,523                            |  | $                     | 24,557,370 |  | $                               | (3,205,990 | ) |                                            | $ | (321,260 | )           |  | $ | 289,966  |   |  | $ | 59,795,236 |  
|Comprehensive income:                                                                    |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   |            |  
|Net income                                                                               |  |             |        |                          |   |                                       |  |                       | 742,296    |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   | 742,296    |  
|Net change in unrealized loss on securities available for sale, net of taxes of $342,954 |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   | (546,743 | ) |  |   | (546,743   | )
|                                                                                         |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   |            |  
|Comprehensive income                                                                     |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   | 195,553    |  
|Purchase of shares by deferred compensation plans trust                                  |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   | (13,557  | )           |  |   |          |   |  |   | (13,557    | )
|                                                                                         |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   |            |  
|BALANCEMarch 31, 2005                                                                   |  | $           | 87,627 |                          | $ | 38,387,523                            |  | $                     | 25,299,666 |  | $                               | (3,205,990 | ) |                                            | $ | (334,817 | )           |  | $ | (256,777 | ) |  | $ | 59,977,232 |  
|                                                                                         |  |             |        |                          |   |                                       |  |                       |            |  |                                 |            |   |                                            |   |          |             |  |   |          |   |  |   |            |  

See notes to unaudited condensed consolidated financial statements.



3



---

##### Table of Contents

OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                            |  |                              |            |   |      |   |            |  
|------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                            |  | Three Months Ended March 31, |           
|                                                                                            |  | 2006                         |            |   | 2005 |  
|OPERATING ACTIVITIES:                                                                       |  |                              |            |   |      |   |            |  
|Net income                                                                                  |  | $                            | 702,746    |   |      | $ | 742,296    |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                              |            |   |      |   |            |  
|Depreciation and amortization                                                               |  |                              | 285,449    |   |      |   | 337,229    |  
|Provision for loan losses                                                                   |  |                              | 75,000     |   |      |   | 75,000     |  
|Deferred income taxes                                                                       |  |                              | 20,339     |   |      |   | 266,122    |  
|ESOP and restricted stock plans                                                             |  |                              | 156,606    |   |      |   |           |  
|Incentive stock option plan                                                                 |  |                              | 76,509     |   |      |   |           |  
|Excess fair value above cost of ESOP shares                                                 |  |                              | 9,389      |   |      |   |           |  
|Loss on sale of office properties and equipment                                             |  |                              | 229        |   |      |   |           |  
|Increase in cash surrender value of life insurance                                          |  |                              | (65,500    | ) |      |   | (73,000    | )
|Changes in assets and liabilities which provided (used) cash:                               |  |                              |            |   |      |   |            |  
|Accrued interest receivable                                                                 |  |                              | 26,745     |   |      |   | 33,880     |  
|Prepaid expenses and other assets                                                           |  |                              | 299,138    |   |      |   | (44,354    | )
|Accrued interest payable                                                                    |  |                              | (306,132   | ) |      |   | (332,933   | )
|Other liabilities                                                                           |  |                              | (27,192    | ) |      |   | (59,887    | )
|                                                                                            |  |                              |            |   |      |   |            |  
|Net cash provided by operating activities                                                   |  |                              | 1,253,326  |   |      |   | 944,353    |  
|                                                                                            |  |                              |            |   |      |   |            |  
|INVESTING ACTIVITIES:                                                                       |  |                              |            |   |      |   |            |  
|Principal collected on:                                                                     |  |                              |            |   |      |   |            |  
|Mortgage-backed securities held to maturity                                                 |  |                              | 114,621    |   |      |   | 145,390    |  
|Mortgage-backed securities available for sale                                               |  |                              | 2,294,681  |   |      |   | 3,366,044  |  
|Loans originated, net of repayments                                                         |  |                              | (4,435,796 | ) |      |   | (6,608,548 | )
|Purchases of:                                                                               |  |                              |            |   |      |   |            |  
|Mortgage-backed securities held to maturity                                                 |  |                              |           |   |      |   | (3,993,750 | )
|Investment securities available for sale                                                    |  |                              |           |   |      |   | (3,998,125 | )
|Office properties and equipment                                                             |  |                              | (109,280   | ) |      |   | (240,210   | )
|Life insurance contracts                                                                    |  |                              |           |   |      |   | (85,100    | )
|Proceeds from maturities of:                                                                |  |                              |            |   |      |   |            |  
|Investment securities held to maturity                                                      |  |                              | 4,292,600  |   |      |   |           |  
|Investment securities available for sale                                                    |  |                              | 2,168,155  |   |      |   | 3,181,669  |  
|Purchase of Federal Home Loan Bank stock                                                    |  |                              | (315,000   | ) |      |   |           |  
|                                                                                            |  |                              |            |   |      |   |            |  
|Net cash provided by (used in) investing activities                                         |  |                              | 4,009,981  |   |      |   | (8,232,630 | )
|                                                                                            |  |                              |            |   |      |   |            |  
|FINANCING ACTIVITIES:                                                                       |  |                              |            |   |      |   |            |  
|Increase in deposits                                                                        |  |                              | 5,773,287  |   |      |   | 955,989    |  
|Increase (decrease) in securities sold under agreements to repurchase                       |  |                              | (450,000   | ) |      |   | 2,630,000  |  
|Increase in advances from the Federal Home Loan Bank                                        |  |                              | 7,000,000  |   |      |   |           |  
|Purchase of shares by deferred compensation plans trust                                     |  |                              | (10,607    | ) |      |   | (13,557    | )
|Increase in advances from borrowers for taxes and insurance                                 |  |                              | 225,669    |   |      |   | 222,867    |  
|                                                                                            |  |                              |            |   |      |   |            |  
|Net cash provided by financing activities                                                   |  |                              | 12,538,349 |   |      |   | 3,795,299  |  
|                                                                                            |  |                              |            |   |      |   |            |  
|NET INCREASE (DECREASE) IN CASH AND CASH                                                    |  |                              |            |   |      |   |            |  
|EQUIVALENTS                                                                                 |  |                              | 17,801,656 |   |      |   | (3,492,978 | )
|CASH AND CASH EQUIVALENTSBeginning of period                                               |  |                              | 13,400,085 |   |      |   | 47,395,819 |  
|                                                                                            |  |                              |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTSEnd of period                                                     |  | $                            | 31,201,741 |   |      | $ | 43,902,841 |  
|                                                                                            |  |                              |            |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during the period for:          |  |                              |            |   |      |   |            |  
|Interest                                                                                    |  | $                            | 3,661,812  |   |      | $ | 2,804,806  |  
|                                                                                            |  |                              |            |   |      |   |            |  

See notes to condensed consolidated financial statements.



4



---

##### Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation - The unaudited condensed consolidated financial statements include the accounts of Ocean Shore Holding Co. (the
Company) and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with
instructions to Form 10-Q, and therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations, changes in stockholders equity and cash flows in conformity with accounting
principles generally accepted in the United States of America. However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the consolidated financial statements have been included. These
financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto included in the Companys Annual Report on Form 10-K for the period ended December 31, 2005. The
results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006 or any other period.

Use of Estimates in the Preparation of Financial Statements - The preparation of the consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting period. The most significant estimates relate to the allowance for loan losses and deferred income taxes. Actual results could differ from those estimates.

New Accounting Pronouncements-In May 2005, the FASB issued SFAS No. 154  Accounting Changes and Error Corrections. SFAS
No. 154, a replacement of APB Opinion No. 20  Accounting Changes and FASB Statement No. 3  Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires retrospective application for voluntary
changes in accounting principles unless it is impracticable to do so. SFAS No. 154 is effective for accounting changes and corrections of errors in fiscal years beginning after December 15, 2005. Early application is permitted for
accounting changes and corrections of errors during fiscal years beginning after June 1, 2005. The adoption of SFAS No. 154 did not have a material effect on our financial condition or results of operations.

On December 19, 2005, the FASB issued FSP 94-6-1, Terms of Loan Products That May Give Rise to a Concentration of Credit Risk. FSP 94-6-1
addresses whether, under existing guidance, non-traditional loan products represent a concentration of credit risk and what disclosures are required for entities that originate, hold, guarantee, service, or invest in loan products whose terms may
give rise to a concentration of credit risk. Non-traditional loan products expose the originator, holder, investor, guarantor, or servicer to higher credit risk than traditional loan products. Typical features of non-traditional loan products may
include high loan-to-value ratios and interest or principal repayments that are less than the repayments for fully amortizing loans of an equivalent term. FSP 94-6-1 was effective upon its issuance and it did not have a material impact on the
Company's financial position or disclosures.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments. This statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
This statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interest in Securitized Financial Assets. This Statement is effective for all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company does not expect that the guidance will have a material effect on the Company's financial position or results of operations.



5



---

##### Table of Contents

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets 
an amendment of FASB Statement No. 140. This statement addresses the recognition and measurement of separately recognized servicing rights. The statement clarifies when a servicing right should be separately recognized, requires servicing
rights to be initially measured at fair value, and allows an entity to choose to subsequently measure its servicing rights at fair value. The Statement is effective as of the beginning of an entitys first fiscal year that begins after
September 15, 2006. The Company is evaluating the impact of this pronouncement and does not expect that the guidance will have a material effect on the Company's financial position or results of operations.

2. INVESTMENT SECURITIES

Investment
securities are summarized as follows:



|                                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|-------------------------------------- |  | ----------------- | ---------- | ------------------- | - | ------------------- |  | ------------------- | ------- |  | - | ----------
|                                       |  | March 31, 2006   
|                                       |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  | EstimatedFair Value
|Held to Maturity                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Available for Sale                     |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Debt securities:                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|U.S. Government and Federal Agencies   |  | $                 | 20,266,206 |                     | $ | 3,730               |  | $                   | 265,694 |  | $ | 20,004,242
|Municipal securities                   |  |                   | 4,950,244  |                     |   | 57,264              |  |                     |        |  |   | 5,007,508 
|Corporate                              |  |                   | 11,971,239 |                     |   | 279,142             |  |                     | 102,821 |  |   | 12,147,560
|Mutual Funds                           |  |                   | 8,012,172  |                     |   | 176,755             |  |                     | 248,423 |  |   | 7,940,504 
|                                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                       |  | $                 | 45,199,861 |                     | $ | 516,891             |  | $                   | 616,938 |  | $ | 45,099,814
|                                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                       | 
|                                       |  | December 31, 2005
|                                       |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  | EstimatedFair Value
|Held to Maturity                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Debt securities - Municipal securities |  | $                 | 4,292,600  |                     | $ | 1,035               |  | $                   |        |  | $ | 4,293,635 
|                                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Available for Sale                     |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Debt securities:                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|U.S. Government and Federal Agencies   |  | $                 | 22,433,195 |                     | $ | 5,230               |  | $                   | 303,427 |  | $ | 22,134,998
|Municipal securities                   |  |                   | 4,949,764  |                     |   | 79,699              |  |                     |        |  |   | 5,029,463 
|Corporate                              |  |                   | 11,973,310 |                     |   | 274,114             |  |                     | 93,018  |  |   | 12,154,406
|Mutual Funds                           |  |                   | 8,012,172  |                     |   | 186,931             |  |                     | 232,095 |  |   | 7,967,008 
|                                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                       |  | $                 | 47,368,441 |                     | $ | 545,974             |  | $                   | 628,540 |  | $ | 47,285,875
|                                       |  |                   |            |                     |   |                     |  |                     |         |  |   |           



6



---

##### Table of Contents

The following table provides the gross unrealized losses and fair value, aggregated by investment category and length of
time the individual securities have been in a continuous unrealized loss position at March 31, 2006 and December 31, 2005:



|                                                       |  |                     |           |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |        
|------------------------------------------------------ |  | ------------------- | --------- | ------------------- | - | ------------------- |  | ------------------- | ---------- | ------------------- | - | ------------------- |  | - | ---------- |  | - | -------
|                                                       |  | March 31, 2006     
|                                                       |  | Less Than 12 Months |           | 12 Months or Longer |   | Total              
|                                                       |  | EstimatedFair Value |           | GrossUnrealizedLoss |   | EstimatedFair Value |  | GrossUnrealizedLoss |            | EstimatedFair Value |   | GrossUnrealizedLoss
|Debt securities - U.S. Government and Federal Agencies |  | $                   | 1,465,251 |                     | $ | 52,024              |  | $                   | 18,030,329 |                     | $ | 213,670             |  | $ | 19,495,580 |  | $ | 265,694
|Corporate                                              |  |                     | 1,490,844 |                     |   | 20,110              |  |                     | 1,526,417  |                     |   | 82,711              |  |   | 3,017,261  |  |   | 102,821
|Mutual Funds                                           |  |                     |          |                     |   |                    |  |                     | 7,761,153  |                     |   | 248,423             |  |   | 7,761,153  |  |   | 248,423
|                                                       |  |                     |           |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |        
|                                                       |  | $                   | 2,956,095 |                     | $ | 72,134              |  | $                   | 27,317,899 |                     | $ | 544,804             |  | $ | 30,273,994 |  | $ | 616,938
|                                                       |  |                     |           |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |        
|                                                       | 
|                                                       |  | December 31, 2005  
|                                                       |  | Less Than 12 Months |           | 12 Months or Longer |   | Total              
|                                                       |  | EstimatedFair Value |           | GrossUnrealizedLoss |   | EstimatedFair Value |  | GrossUnrealizedLoss |            | EstimatedFair Value |   | GrossUnrealizedLoss
|Debt securities - U.S. Government and Federal Agencies |  | $                   | 3,531,734 |                     | $ | 42,653              |  | $                   | 17,982,383 |                     | $ | 260,774             |  | $ | 21,514,117 |  | $ | 303,427
|Corporate                                              |  |                     | 1,490,405 |                     |   | 20,648              |  |                     | 1,537,204  |                     |   | 72,370              |  |   | 3,027,609  |  |   | 93,018 
|Mutual Funds                                           |  |                     |          |                     |   |                    |  |                     | 7,777,482  |                     |   | 232,095             |  |   | 7,777,482  |  |   | 232,095
|                                                       |  |                     |           |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |        
|                                                       |  | $                   | 5,022,139 |                     | $ | 63,301              |  | $                   | 27,297,069 |                     | $ | 565,239             |  | $ | 32,319,208 |  | $ | 628,540
|                                                       |  |                     |           |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |        

Management believes that the estimated fair value of the securities is dependent upon the movement in market
interest rate and that the unrealized losses are temporary. The determination of whether a decline in market value is other than temporary is necessarily a matter of subjective judgment. The timing and amount of any realized losses reported in the
Companys financial statements could vary if conclusions other than those made by management were to determine whether an other than temporary impairment exists.

At March 31, 2006, 12 debt and equity securities had aggregate depreciation of 1.49% from the Companys amortized cost basis for 12 months or longer. The unrealized loss relates principally to the changes in
market interest rates. As management has the ability and intent to hold these debt securities until maturity, or for the foreseeable future, no decline is deemed to be other than temporary. Although certain equity securities have unrealized losses,
no credit issues have been identified that cause management to believe that declines in market value are other that temporary. Unrealized losses on marketable equity securities that are in excess of cost, and that have been sustained for 12 months,
are generally recognized by management as being other than temporary and charged to earnings, unless evidence exists to support a realizable value equal to or greater than the Companys carrying value of the investment.



7



---

##### Table of Contents

The amortized cost and estimated fair value of debt securities available for sale at March 31, 2006 by contractual
maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



|                                   |  |                               |            |                     |   |           
|---------------------------------- |  | ----------------------------- | ---------- | ------------------- | - | ----------
|                                   |  | March 31, 2006               
|                                   |  | Available for Sale Securities
|                                   |  | AmortizedCost                 |            | EstimatedFair Value
|Due within 1 year                  |  | $                             | 18,853,128 |                     | $ | 18,629,266
|Due after 1 year through 5 years   |  |                               | 2,022,206  |                     |   | 1,973,913 
|Due after 5 years through 10 years |  |                               | 2,000,000  |                     |   | 1,927,480 
|Due after 10 years                 |  |                               | 14,312,355 |                     |   | 14,628,651
|                                   |  |                               |            |                     |   |           
|Total                              |  | $                             | 37,187,689 |                     | $ | 37,159,310
|                                   |  |                               |            |                     |   |           



8



---

##### Table of Contents

3. MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are summarized as follows:



|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|------------------------------------------ |  | ----------------- | ---------- | ------------------- | - | ------------------- |  | ------------------- | ------- |  | - | ----------
|                                           |  | March 31, 2006   
|                                           |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  | EstimatedFair Value
|Held to Maturity                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|GNMA pass-through certificates             |  | $                 | 151,279    |                     | $ | 4,879               |  | $                   |        |  | $ | 156,158   
|FHLMC pass-through certificates            |  |                   | 3,839      |                     |   | 318                 |  |                     |        |  |   | 4,157     
|FNMA pass-through certificates             |  |                   | 5,165,944  |                     |   | 122                 |  |                     | 200,548 |  |   | 4,965,518 
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                           |  | $                 | 5,321,062  |                     | $ | 5,319               |  | $                   | 200,548 |  | $ | 5,125,833 
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Available for Sale                         |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|FHLMC pass-through certificates            |  | $                 | 11,350,442 |                     | $ | 11,586              |  | $                   | 362,734 |  | $ | 10,999,294
|GNMA pass-through certificates             |  |                   | 4,322,332  |                     |   | 44,581              |  |                     | 23,726  |  |   | 4,343,187 
|FNMA pass-through certificates             |  |                   | 19,693,736 |                     |   | 29,478              |  |                     | 508,260 |  |   | 19,214,954
|Small Business Administration certificates |  |                   | 24,093     |                     |   |                    |  |                     | 169     |  |   | 23,924    
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                           |  | $                 | 35,390,603 |                     | $ | 85,645              |  | $                   | 894,889 |  | $ | 34,581,359
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                           | 
|                                           |  | December 31, 2005
|                                           |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  | EstimatedFair Value
|Held to Maturity                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|GNMA pass-through certificates             |  | $                 | 153,602    |                     | $ | 5,225               |  | $                   |        |  | $ | 158,827   
|FHLMC pass-through certificates            |  |                   | 4,013      |                     |   | 347                 |  |                     |        |  |   | 4,360     
|FNMA pass-through certificates             |  |                   | 5,278,298  |                     |   | 2,050               |  |                     | 122,835 |  |   | 5,157,513 
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                           |  | $                 | 5,435,913  |                     | $ | 7,622               |  | $                   | 122,835 |  | $ | 5,320,700 
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|Available for Sale                         |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|FHLMC pass-through certificates            |  | $                 | 11,789,191 |                     | $ | 17,544              |  | $                   | 275,214 |  | $ | 11,531,521
|GNMA pass-through certificates             |  |                   | 4,602,712  |                     |   | 72,341              |  |                     | 19,678  |  |   | 4,655,375 
|FNMA pass-through certificates             |  |                   | 21,288,309 |                     |   | 55,204              |  |                     | 384,493 |  |   | 20,959,020
|Small Business Administration certificates |  |                   | 29,934     |                     |   |                    |  |                     | 168     |  |   | 29,766    
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           
|                                           |  | $                 | 37,710,146 |                     | $ | 145,089             |  | $                   | 679,553 |  | $ | 37,175,682
|                                           |  |                   |            |                     |   |                     |  |                     |         |  |   |           



9



---

##### Table of Contents

The following table provides the gross unrealized losses and estimated fair value, aggregated by investment category and
length of time the individual securities have been in a continuous unrealized loss position, at March 31, 2006 and December 31, 2005:



|                                                |  |                     |            |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |          
|----------------------------------------------- |  | ------------------- | ---------- | ------------------- | - | ------------------- |  | ------------------- | ---------- | ------------------- | - | ------------------- |  | - | ---------- |  | - | ---------
|                                                |  | March 31, 2006     
|                                                |  | Less Than 12 Months |            | 12 Months or Longer |   | Total              
|                                                |  | EstimatedFair Value |            | GrossUnrealizedLoss |   | EstimatedFair Value |  | GrossUnrealizedLoss |            | EstimatedFair Value |   | GrossUnrealizedLoss
|FNMA pass-through certificates-held-to-maturity |  | $                   | 3,494,448  |                     | $ | 137,202             |  | $                   | 1,316,497  |                     | $ | 63,346              |  | $ | 4,810,945  |  | $ | 200,548  
|SBA pass-through certificates                   |  |                     |           |                     |   |                    |  |                     | 23,924     |                     |   | 169                 |  |   | 23,924     |  |   | 169      
|FHLMC pass-through certificates                 |  |                     | 4,822,566  |                     |   | 172,842             |  |                     | 5,486,476  |                     |   | 189,892             |  |   | 10,309,042 |  |   | 362,734  
|GNMA pass-through certificates                  |  |                     | 374,693    |                     |   | 736                 |  |                     | 1,103,511  |                     |   | 22,990              |  |   | 1,478,204  |  |   | 23,726   
|FNMA pass-through certificates                  |  |                     | 2,446,550  |                     |   | 67,820              |  |                     | 13,867,364 |                     |   | 440,440             |  |   | 16,313,914 |  |   | 508,260  
|                                                |  |                     |            |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |          
|                                                |  | $                   | 11,138,257 |                     | $ | 378,600             |  | $                   | 21,797,772 |                     | $ | 716,837             |  | $ | 32,936,029 |  | $ | 1,095,437
|                                                |  |                     |            |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |          
|                                                | 
|                                                |  | December 31, 2005  
|                                                |  | Less Than 12 Months |            | 12 Months or Longer |   | Total              
|                                                |  | EstimatedFair Value |            | GrossUnrealizedLoss |   | EstimatedFair Value |  | GrossUnrealizedLoss |            | EstimatedFair Value |   | GrossUnrealizedLoss
|FNMA pass-through certificates-held-to-maturity |  | $                   | 3,651,184  |                     | $ | 77,532              |  | $                   | 1,339,509  |                     | $ | 45,303              |  | $ | 4,990,693  |  | $ | 122,835  
|SBA pass-through certificates                   |  |                     |           |                     |   |                    |  |                     | 29,766     |                     |   | 168                 |  |   | 29,766     |  |   | 168      
|FHLMC pass-through certificates                 |  |                     | 4,763,766  |                     |   | 99,930              |  |                     | 5,718,543  |                     |   | 175,284             |  |   | 10,482,309 |  |   | 275,214  
|GNMA pass-through certificates                  |  |                     | 206,343    |                     |   | 195                 |  |                     | 1,111,778  |                     |   | 19,483              |  |   | 1,318,121  |  |   | 19,678   
|FNMA pass-through certificates                  |  |                     | 8,492,438  |                     |   | 169,824             |  |                     | 9,938,447  |                     |   | 214,669             |  |   | 18,430,885 |  |   | 384,493  
|                                                |  |                     |            |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |          
|                                                |  | $                   | 17,113,731 |                     | $ | 347,481             |  | $                   | 18,138,043 |                     | $ | 454,907             |  | $ | 35,251,774 |  | $ | 802,388  
|                                                |  |                     |            |                     |   |                     |  |                     |            |                     |   |                     |  |   |            |  |   |          

Management believes that the estimated fair value of the securities is dependent upon the movement in market
interest rates and that the unrealized losses are temporary. The determination of whether a decline in market value is other than temporary is necessarily a matter of subjective judgment. The timing and amount of any realized losses reported in the
Companys financial statements could vary if conclusions other than those made by management were to determine whether an other than temporary impairment exists.

At March 31, 2006, 20 mortgage-backed securities had aggregate depreciation of 3.18% from the Companys amortized cost basis for 12 months or longer. The unrealized losses relate principally to the changes
in market interest rates. As management has the ability and intent to hold these debt securities until maturity, or for the foreseeable future, no declines are deemed to be other than temporary.



10



---

##### Table of Contents

4. LOANS RECEIVABLE  NET

Loans receivable consist of the following:



|                                                         |  |                              |             |   |                   |   |             |  
|-------------------------------------------------------- |  | ---------------------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                         |  | March 31, 2006               |             |   | December 31, 2005 |  
|Real estate - mortgage:                                  |  |                              |             |   |                   |   |             |  
|One-to-four family residential                           |  | $                            | 296,336,472 |   |                   | $ | 294,295,873 |  
|Commercial and multi-family                              |  |                              | 30,204,822  |   |                   |   | 28,725,017  |  
|                                                         |  |                              |             |   |                   |   |             |  
|Total real estate-mortgage                               |  |                              | 326,541,294 |   |                   |   | 323,020,890 |  
|                                                         |  |                              |             |   |                   |   |             |  
|Real estate - construction:                              |  |                              |             |   |                   |   |             |  
|Residential                                              |  |                              | 12,523,702  |   |                   |   | 12,230,271  |  
|Commercial                                               |  |                              | 9,673,085   |   |                   |   | 11,018,586  |  
|                                                         |  |                              |             |   |                   |   |             |  
|Total real estate - construction                         |  |                              | 22,196,787  |   |                   |   | 23,248,857  |  
|                                                         |  |                              |             |   |                   |   |             |  
|Commercial                                               |  |                              | 16,915,201  |   |                   |   | 16,582,359  |  
|                                                         |  |                              |             |   |                   |   |             |  
|Consumer:                                                |  |                              |             |   |                   |   |             |  
|Home equity                                              |  |                              | 50,379,432  |   |                   |   | 48,536,606  |  
|Other consumer loans                                     |  |                              | 811,774     |   |                   |   | 1,135,459   |  
|                                                         |  |                              |             |   |                   |   |             |  
|Total consumer loans                                     |  |                              | 51,191,206  |   |                   |   | 49,672,065  |  
|                                                         |  |                              |             |   |                   |   |             |  
|Total loans                                              |  |                              | 416,844,488 |   |                   |   | 412,524,170 |  
|Net deferred loan cost                                   |  |                              | 1,276,139   |   |                   |   | 1,233,606   |  
|Allowance for loan losses                                |  |                              | (1,821,044  | ) |                   |   | (1,752,667  | )
|                                                         |  |                              |             |   |                   |   |             |  
|Net total loans                                          |  | $                            | 416,299,583 |   |                   | $ | 412,005,109 |  
|                                                         |  |                              |             |   |                   |   |             |  
|                                                         | 
|Changes in the allowance for loan losses are as follows: |  |                              |             |  
|                                                         | 
|                                                         |  | Three Months Ended March 31, |            
|                                                         |  | 2006                         |             |   | 2005              |  
|Balance, beginning of period                             |  | $                            | 1,752,667   |   |                   | $ | 1,466,295   |  
|Provision for loan loss                                  |  |                              | 75,000      |   |                   |   | 75,000      |  
|Charge-offs                                              |  |                              | (7,106      | ) |                   |   | (4,466      | )
|Recoveries                                               |  |                              | 483         |   |                   |   | 898         |  
|                                                         |  |                              |             |   |                   |   |             |  
|Balance, end of period                                   |  | $                            | 1,821,044   |   |                   | $ | 1,537,728   |  
|                                                         |  |                              |             |   |                   |   |             |  



11



---

##### Table of Contents

5. DEPOSITS

Deposits
consist of the following major classifications:



|                                       |  |                |             |                              |                   |   |        |   |                              |  |      |  
|-------------------------------------- |  | -------------- | ----------- | ---------------------------- | ----------------- | - | ------ | - | ---------------------------- |  | ---- | -
|                                       |  | March 31, 2006 |             |                              | December 31, 2005 |  
|                                       |  | Amount         |             | WeightedAverageInterest Rate |                   |   | Amount |   | WeightedAverageInterest Rate | 
|NOW and other demand deposit accounts  |  | $              | 207,066,085 |                              | 1.79              | % |        | $ | 207,015,598                  |  | 1.56 | %
|Passbook savings and club accounts     |  |                | 74,871,934  |                              | 1.14              | % |        |   | 79,437,866                   |  | 1.16 | %
|                                       |  |                |             |                              |                   |   |        |   |                              |  |      |  
|Subtotal                               |  |                | 281,938,019 |                              |                   |   |        |   | 286,453,464                  |  |      |  
|                                       |  |                |             |                              |                   |   |        |   |                              |  |      |  
|Certificates with original maturities: |  |                |             |                              |                   |   |        |   |                              |  |      |  
|Within one year                        |  |                | 58,960,920  |                              | 3.80              | % |        |   | 46,783,779                   |  | 3.32 | %
|One to three years                     |  |                | 38,538,582  |                              | 3.65              | % |        |   | 41,164,569                   |  | 3.41 | %
|Three years and beyond                 |  |                | 43,249,668  |                              | 4.82              | % |        |   | 42,512,090                   |  | 4.81 | %
|                                       |  |                |             |                              |                   |   |        |   |                              |  |      |  
|Total certificates                     |  |                | 140,749,170 |                              |                   |   |        |   | 130,460,438                  |  |      |  
|                                       |  |                |             |                              |                   |   |        |   |                              |  |      |  
|Total                                  |  | $              | 422,687,189 |                              |                   |   |        | $ | 416,913,902                  |  |      |  
|                                       |  |                |             |                              |                   |   |        |   |                              |  |      |  

The aggregate amount of certificate accounts in denominations of $100,000 or more at March 31, 2006 and
December 31, 2005 amounted to $46,358,387 and $42,241,555, respectively.

Municipal demand deposit accounts in denominations of $100,000 or more at
March 31, 2006 and December 31, 2005 amounted to $64,874,264 and $60,129,245, respectively.

6. EARNINGS PER SHARE

Basic net income per share is based upon the weighted average number of common shares outstanding, while diluted net income per share is based upon the weighted average
number of common shares outstanding and common share equivalents that would arise from the exercise of dilutive securities.

The difference between the
common shares issued and the common shares outstanding, for the purposes of calculating basic earnings per share, is a result of the unallocated ESOP and restricted stock shares.

The calculated basic and dilutive earnings per share EPS are as follows:



|                              |  |                              |           |      |   |          
|----------------------------- |  | ---------------------------- | --------- | ---- | - | ---------
|                              |  | Three Months Ended March 31,
|                              |  | 2006                         |           | 2005
|Numerator                     |  | $                            | 702,746   |      | $ | 742,296  
|Denominators:                 |  |                              |           |      |   |          
|Basic shares outstanding      |  |                              | 8,296,606 |      |   | 8,447,868
|Effect of dilutive securities |  |                              | 171,300   |      |   |         
|                              |  |                              |           |      |   |          
|Dilutive shares outstanding   |  |                              | 8,467,906 |      |   | 8,447,868
|Earnings per share:           |  |                              |           |      |   |          
|Basic                         |  | $                            | 0.08      |      | $ | 0.09     
|Dilutive                      |  | $                            | 0.08      |      | $ | 0.09     

At March 31, 2006 there were 383,500 outstanding options that were anti-dilutive.



12



---

##### Table of Contents

7. STOCK BASED COMPENSATION

In August 2005, the shareholders of the Company approved the adoption of the 2005 Equity Based Incentive Plan (the Equity Plan). The Equity Plan provides for the grant of shares of common stock of the Company to certain
officers, directors and employees of the Company. In order to fund the grant of shares under the Equity Plan, the Equity Plan Trust (the Trust) purchased 171,300 shares of the Companys common stock in the open market for
approximately $2.0 million, an average price of $11.70 per share. The Company made sufficient contributions to the Trust to fund these purchases. No additional purchases are expected to be made by the Trust under this plan. Pursuant to the terms of
the plan, all 171,300 shares acquired by the Trust were granted to certain officers and directors of the Company in August 2005. The Equity Plan shares will generally vest at the rate of 20% per year over five years. As of March 31, 2006,
no shares have been fully vested or forfeited.

Compensation expense related to the shares granted is recognized ratably over the five-year vesting period
in an amount which totals the market price of the Companys stock at the date of grant. During the three months ended March 31, 2006, approximately 8,565 shares were amortized to expense, based on the proportional vesting of the awarded
shares. During the three months ended March 31, 2006, approximately $99,000 was recognized in compensation expense for the plan.

The Equity Plan also
authorizes the grant of stock options to officers, employees and directors of the Company to acquire shares of common stock with an exercise price equal to the fair market value of the common stock on the grant date. Options will generally become
vested and exercisable at the rate of 20% per year over five years. A total of 429,374 shares of common stock have been reserved for future issuance pursuant to the Equity Plan, of which 396,000 were awarded on August 10, 2005. As of
March 31, 2006, 383,500 options were outstanding. During the three months ended March 31, 2006, approximately $77,000 was recognized in compensation expense for the plan.

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) 123(R) using a modified prospective application. Accordingly, prior period amounts have not been restated.
The adoption required a reclassification to additional paid in capital of $1,821,000 from common stock acquired by employee benefits plans trust. In the first quarter of 2006, the adoption of SFAS 123(R) resulted in incremental stock-based
compensation expense of $77,000. The incremental stock-based compensation expense caused income before taxes to decrease by $77,000, net income to decrease by $62,000 and diluted earnings per share to decrease by $0.01 per share. As of
March 31, 2006, expenses totaling $626,000 remain to be recognized over the next 4.4 years.

Share-based compensation costs prior to January 1,
2006 were recognized using the intrinsic value method in accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. For disclosure purposes, pro forma net income
and net income per share data were provided in accordance with SFAS No. 123, Accounting for Stock-Based Compensation, as if the fair value method had been applied. Under SFAS No. 123, compensation cost related to stock
options granted to employees was computed based on the fair value of the stock option at the date of grant using the Black-Scholes option pricing model. Prior to the adoption of SFAS 123(R) had compensation costs been determined based on the fair
market value of the stock options, consistent with the provisions of SFAS No. 123, the Companys net income and earnings per share would have been unchanged for the three months ended March 31, 2005, as the Company had not entered
into any share based compensation arrangements at that time.



13



---

##### Table of Contents

The estimated fair value of options granted during 2005 was $2.31 per share. The fair value was estimated on the date of
grant using the Black-Scholes Single Option Pricing Model with the following weighted average assumptions used:



|                         |  |                              |  
|------------------------ |  | ---------------------------- | -
|                         |  | Year Ended December 31, 2005 |  
|Dividend yield           |  | 0.00                         | %
|Expected volatility      |  | 21.54                        | %
|Risk-free interest rate  |  | 4.07                         | %
|Expected life of options |  | 5.0                          |  

A summary of the status of the Companys stock options under the Equity Plan as of March 31, 2006 and
changes during the three months ended March 31, 2006 are presented below:



|                                           |  |                             |   |  |                                 |      
|------------------------------------------ |  | --------------------------- | - |  | ------------------------------- | -----
|                                           |  | Three Months Ended 31, 2006
|                                           |  | Number of shares            |   |  | Weighted average exercise price
|Outstanding at the beginning of the period |  | 388,500                     |   |  | $                               | 11.60
|Granted                                    |  |                            |   |  |                                 |     
|Exercised                                  |  |                            |   |  |                                 |     
|Forfeited                                  |  | (5,000                      | ) |  |                                 | 11.60
|                                           |  |                             |   |  |                                 |      
|Outstanding at the end of the period       |  | 383,500                     |   |  |                                 | 11.60
|                                           |  |                             |   |  |                                 |      
|Exercisable at the end of the period       |  |                            |   |  | $                               |     
|                                           |  |                             |   |  |                                 |      

The following table summarizes all stock options outstanding under the Equity Plan as of March 31, 2006:



|               |       |                     |         |                                 |   |                                             |  |    
|-------------- | ----- | ------------------- | ------- | ------------------------------- | - | ------------------------------------------- |  | ---
|               |       | Options Outstanding
|Exercise Price |       | Number of Shares    |         | Weighted Average Exercise Price |   | Weighted Average Remaining Contractual
Life
|               |       |                     |         |                                 |   | (in years)                                 
|$              | 11.60 |                     | 383,500 |                                 | $ | 11.60                                       |  | 9.3



14



---

##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

This Quarterly Report may contain forward-looking
statements within the meaning of the federal securities laws. These statements are not historical facts, but rather are statements based on Ocean Shore Holdings current expectations regarding its business strategies and their intended results
and its future performance. Forward-looking statements are preceded by terms such as expects, believes, anticipates, intends and similar expressions.

Managements ability to predict results or the effect of future plans or strategies is inherently uncertain. These factors include, but are not limited to, general
economic conditions, changes in the interest rate environment, legislative or regulatory changes that may adversely affect our business, changes in accounting policies and practices, changes in competition and demand for financial services, adverse
changes in the securities markets and changes in the quality or composition of the Companys loan or investment portfolios. Additional factors that may affect our results are discussed in our Annual Report on Form 10-K for the year ended
December 31, 2005 under Item 1. Business  Risk Factors. These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Ocean Shore Holding
assumes no obligation to update any forward-looking statements.

GENERAL

Ocean Shore Holding Co. (Ocean Shore Holding or the Company) is a federally chartered savings and loan holding company established in 1998 to be the holding company for Ocean City Home Bank
(the Bank). Ocean Shore Holdings business activity is the ownership of the outstanding capital stock of Ocean City Home Bank. Accordingly, the information set forth in this report, including the consolidated financial statements
and related financial data, relates primarily to the Bank.

The Bank is a federally chartered savings bank. We operate as a community-oriented financial
institution offering a wide range of financial services to consumers and businesses in our market area. We attract deposits from the general public, small businesses and municipalities and use those funds to originate real estate loans, small
commercial loans and consumer loans, which we hold primarily for investment.

On December 21, 2004, the Company completed its initial public offering,
issuing a total of 8,762,742 shares of the Companys common stock, of which 4,761,000 shares, or 54.3%, were issued to OC Financial MHC, 343,499 shares, or 3.9%, were issued to the Banks Employee Stock Ownership Plan, 166,492 shares, or
1.9%, were issued to the Ocean City Home Charitable Foundation, and 3,491,751 shares, or 39.8%, were issued to eligible depositors. Net proceeds of the offering were $36.8 million.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2006 AND DECEMBER 31, 2005

Total assets of the Company increased by
$13.0 million to $556.8 million at March 31, 2006, from $543.8 million at December 31, 2005. Loans receivable increased $4.3 million, investment and mortgage-backed securitities decreased $9.2 mllion and cash and case equivalents increased
by $17.8 million. Asset growth was funded by a $5.8 million increase in deposits and a $6.5 million increase in borrowings.

Investments

Investments decreased $6.5 million to $45.1 million at March 31, 2006 from $51.6 million at December 31, 2005. The decrease was the result of maturities of
$2.2 million of agency notes and $4.3 million of



15



---

##### Table of Contents

municipal securities. Mortgage-backed securities decreased by $2.7 million to $39.9 million from payments received and valuation adjustments totaling $2.7
million.

Loans

Loans receivable increased $4.3
million to $416.3 million at March 31, 2006 from $412.0 million at December 31, 2005. Loan originations totaled $24.7 million for the three months ended March 31, 2006, including real estate mortgage loan originations of $13.5
million, real estate construction originations of $5.5 million, consumer loan originations of $4.2 million and $1.5 million in commercial loan originations. Originations were offset by $20.4 million in normal loan payments and payoffs.

The following table summarizes changes in the loan portfolio in the three months ended March 31, 2006.



|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|-------------------------------- |  | ---------------------- | ------- | - | ---------------- | - | ------- | -------- |  | - | -------- | - |  | ------ | --
|                                 |  | March 31, 2006         |         |   | December 31,2005 |   |         | $ change |  |   | % change |  
|                                 |  | (Dollars in thousands) |        
|Real estate  mortgage:          |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|One-to-four-family residential   |  | $                      | 296,336 |   |                  | $ | 294,296 |          |  | $ | 2,040    |   |  | 0.69   | % 
|Commercial and multi-family      |  |                        | 30,205  |   |                  |   | 28,725  |          |  |   | 1,480    |   |  | 5.15   | % 
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Total real estate - mortgage     |  |                        | 326,541 |   |                  |   | 323,021 |          |  |   | 3,520    |   |  | 1.09   | % 
|Real estate  construction:      |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Residential                      |  |                        | 12,524  |   |                  |   | 12,230  |          |  |   | 293      |   |  | 2.40   | % 
|Commercial                       |  |                        | 9,673   |   |                  |   | 11,019  |          |  |   | (1,346   | ) |  | (12.21 | )%
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Total real estate  construction |  |                        | 22,197  |   |                  |   | 23,249  |          |  |   | (1,052   | ) |  | (4.53  | )%
|Commercial                       |  |                        | 16,915  |   |                  |   | 16,582  |          |  |   | 333      |   |  | 2.01   | % 
|                                 |  |                        |         |  
|Consumer                         |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Home equity                      |  |                        | 50,379  |   |                  |   | 48,537  |          |  |   | 1,843    |   |  | 3.80   | % 
|Other consumer loans             |  |                        | 812     |   |                  |   | 1,135   |          |  |   | (324     | ) |  | (28.51 | )%
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Total consumer loans             |  |                        | 51,191  |   |                  |   | 49,672  |          |  |   | 1,519    |   |  | 3.06   | % 
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Total loans                      |  |                        | 416,844 |   |                  |   | 412,524 |          |  |   | 4,320    |   |  | 1.05   | % 
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Net deferred loan cost           |  |                        | 1,276   |   |                  |   | 1,234   |          |  |   | 43       |   |  | 3.45   | % 
|Allowance for loan losses        |  |                        | (1,821  | ) |                  |   | (1,753  | )        |  |   | (68      | ) |  | 3.90   | % 
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   
|Net total loans                  |  | $                      | 416,299 |   |                  | $ | 412,005 |          |  | $ | 4,294    |   |  | 1.04   | % 
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |   

Non-Performing Assets

Non-performing assets totaled $299,000 at March 31, 2006. Net charge-offs were $7,000 in the first quarter, compared to $28,000 in the same period last year. The allowance for loan losses was 0.44% of total loans at March 31, 2006
and March 31, 2005.



16



---

##### Table of Contents

|                                                               |  |                             |       |   |                  |   |       |  
|-------------------------------------------------------------- |  | --------------------------- | ----- | - | ---------------- | - | ----- | -
|                                                               |  | Three Months EndedMarch 31, |      
|                                                               |  | 2006                        |       |   | 2005             |  
|                                                               |  | (In thousands)              |      
|Allowance for loan losses:                                     |  |                             |       |   |                  |   |       |  
|Allowance at beginning of period                               |  | $                           | 1,753 |   |                  | $ | 1,466 |  
|Provision for loan losses                                      |  |                             | 75    |   |                  |   | 75    |  
|Recoveries                                                     |  |                             |      |   |                  |   | 1     |  
|Charge-offs                                                    |  |                             | 7     |   |                  |   | 4     |  
|                                                               |  |                             |       |   |                  |   |       |  
|Net charge-offs                                                |  |                             | 7     |   |                  |   | 4     |  
|                                                               |  |                             |       |   |                  |   |       |  
|Allowance at end of period                                     |  | $                           | 1,821 |   |                  | $ | 1,538 |  
|                                                               |  |                             |       |   |                  |   |       |  
|Allowance for loan losses as a percent of total loans          |  |                             | 0.44  | % |                  |   | 0.44  | %
|Allowance for loan losses as a percent of Non-performing loans |  |                             | 608.9 | % |                  |   | N/M   |  
|                                                               |  |                            
|                                                               |  | March 31, 2006              |       |   | December 31,2005 |  
|                                                               |  | (In thousands)              |      
|Non-performing assets:                                         |  |                             |       |   |                  |   |       |  
|Nonaccrual loans:                                              |  |                             |       |   |                  |   |       |  
|Mortgage loans                                                 |  | $                           | 283   |   |                  | $ | 91    |  
|Consumer loans                                                 |  |                             | 16    |   |                  |   | 7     |  
|                                                               |  |                             |       |   |                  |   |       |  
|Total nonperforming assets                                     |  | $                           | 299   |   |                  | $ | 98    |  
|Non-performing loans as a percent of total loans               |  |                             | 0.07  | % |                  |   | 0.02  | %
|Non-performing assets as a percent of total assets             |  |                             | 0.05  | % |                  |   | 0.02  | %

Deposits

Deposits increased by $5.8 million, or 1.4%, to $422.7 million at March 31, 2006 from $416.9 million at December 31, 2005. Noninterest bearing deposits increased $700,000, time deposits increased by $10.3 million, savings accounts
decreased by $4.6 million and interest bearing checking decreased $600,000.

The following table summarizes changes in deposits in the three months ended
March 31, 2006.



|                                       |  |                        |         |                  |   |          |  |   |          |   |  |      |   
|-------------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------- |  | - | -------- | - |  | ---- | --
|                                       |  | March 31, 2006         |         | December 31,2005 |   | $ change |  |   | % change |  
|                                       |  | (Dollars in thousands) |        
|NOW and other demand deposit accounts  |  | $                      | 207,066 |                  | $ | 207,016  |  | $ | 50       |   |  | 0.0  | % 
|Passbook savings and club accounts     |  |                        | 74,872  |                  |   | 79,438   |  |   | (4,566   | ) |  | (5.7 | )%
|                                       |  |                        |         |                  |   |          |  |   |          |   |  |      |   
|Subtotal                               |  |                        | 281,938 |                  |   | 286,454  |  |   | (4,514   | ) |  | (1.6 | )%
|                                       |  |                        |         |                  |   |          |  |   |          |   |  |      |   
|Certificates with original maturities: |  |                        |         |                  |   |          |  |   |          |   |  |      |   
|Within one year                        |  |                        | 58,960  |                  |   | 46,784   |  |   | 12,177   |   |  | 26.0 | % 
|One to three years                     |  |                        | 38,539  |                  |   | 41,165   |  |   | (2,626   | ) |  | (6.4 | )%
|Three years and beyond                 |  |                        | 43,250  |                  |   | 42,512   |  |   | 738      |   |  | 1.7  | % 
|                                       |  |                        |         |                  |   |          |  |   |          |   |  |      |   
|Total certificates                     |  |                        | 140,749 |                  |   | 130,461  |  |   | 10,288   |   |  | 7.9  | % 
|                                       |  |                        |         |                  |   |          |  |   |          |   |  |      |   
|Total                                  |  | $                      | 422,687 |                  | $ | 416,914  |  | $ | 5,773    |   |  | 1.4  | % 
|                                       |  |                        |         |                  |   |          |  |   |          |   |  |      |   



17



---

##### Table of Contents

Borrowings

Federal
Home Loan Bank advances increased $7.0 million to $34.0 million at March 31, 2006 from December 31, 2005. Other borrowings decreased $500,000 from $18.5 million at December 31, 2005 to $18.0 million at March 31, 2006. The
increases in total borrowings were used for general purposes.

Stockholders Equity

Stockholders equity increased by $700,000 to $61.3 million at March 31, 2006, from $60.6 million at December 31, 2005. The increase was the result of
earnings of $700,000 for the period.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

Net income was $703,000 for the three months ended March 31, 2006 as compared to $742,000 for the three months ended March 31, 2005. The $39,000, or 5.3%,
decrease in 2006 from 2005 was due primarily to an increase in net interest income of $176,000 offset by a decrease in other income of $13,000 and an increase in other expenses of $219,000.



|                                      |  |                                                       |      |   |      |   |      |  
|------------------------------------- |  | ----------------------------------------------------- | ---- | - | ---- | - | ---- | -
|                                      |  | Three Months Ended March 31,                          |     
|                                      |  | 2006                                                  |      |   | 2005 |  
|                                      |  | (Dollars in thousands,except share and per sharedata) |     
|Net income                            |  | $                                                     | 703  |   |      | $ | 742  |  
|Basic and diluted earnings per share  |  | $                                                     | 0.08 |   |      | $ | 0.09 |  
|Return on average assets (annualized) |  |                                                       | 0.51 | % |      |   | 0.56 | %
|Return on average equity (annualized) |  |                                                       | 4.59 | % |      |   | 4.92 | %

Net Interest Income

The following table summarizes changes in interest income and interest expense for the three-month periods ended March 31, 2006 and 2005.



|                              |  |                             |       |      |   |          |  |   |          |   |  |       |   
|----------------------------- |  | --------------------------- | ----- | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                              |  | Three Months EndedMarch 31, |       |      |   |          |  |  
|                              |  | 2006                        |       | 2005 |   | $ change |  |   | % change |  
|                              |  | (Dollars in thousands)      |      
|INTEREST INCOME:              |  |                             |       |      |   |          |  |   |          |   |  |       |   
|Loans                         |  | $                           | 6,026 |      | $ | 4,752    |  | $ | 1,274    |   |  | 26.8  | % 
|Investment securities         |  |                             | 1,059 |      |   | 1,169    |  |   | (110     | ) |  | (9.4  | )%
|Other interest-earning assets |  |                             | 66    |      |   | 170      |  |   | (104     | ) |  | (61.4 | )%
|                              |  |                             |       |      |   |          |  |   |          |   |  |       |   
|Total interest income         |  |                             | 7,151 |      |   | 6,091    |  |   | 1,060    |   |  | 17.4  | % 
|INTEREST EXPENSE:             |  |                             |       |      |   |          |  |   |          |   |  |       |   
|Deposits                      |  |                             | 2,477 |      |   | 1,780    |  |   | 697      |   |  | 39.2  | % 
|Borrowings                    |  |                             | 879   |      |   | 692      |  |   | 187      |   |  | 27.0  | % 
|                              |  |                             |       |      |   |          |  |   |          |   |  |       |   
|Total interest expense        |  |                             | 3,356 |      |   | 2,472    |  |   | 884      |   |  | 35.8  | % 
|                              |  |                             |       |      |   |          |  |   |          |   |  |       |   
|Net interest income           |  | $                           | 3,795 |      | $ | 3,619    |  | $ | 176      |   |  | 4.9   | % 

Interest income increased by $1.1 million, including a $797,000 increase in mortgage loan income, a $258,000
increase in commercial loan income and a $219,000 increase in consumer loan income. The increase in loan income resulted from an increase in the average balance of loans of $72.0 million, and an increase in the average yield of 18 basis points.
Investment income decreased $8,000, income in federal funds sold decreased $105,000 and income in mortgage-backed securities decreased by $102,000.



18



---

##### Table of Contents

Decreases in balances from maturities and repayments of principal of investments, federal funds sold and mortgage-backed securities resulted in the lower
income.

Interest expense increased by $884,000, including an increase in municipal deposit expense of $330,000, an increase in time deposit expense of
$418,000 and an increase in interest expense on borrowings of $187,000. Municipal deposit expense increased as a result of higher balances and rising interest rates, while time deposit expense increased as a result of deposit growth and an increase
in the average rate paid. Borrowing expense increased as a result of a higher average balance of borrowings of $16.4 million offset by a lower average rate paid of 28 basis points.

The interest rate spread and net interest margin of the Company were 2.64% and 2.98% respectively, for the three months ended March 31, 2006, compared to 2.72% and 2.98% for the same period in 2005. The increase
in average earning assets of $24.7 million and the increase in average yield of 59 basis points was offset by a rise of average interest bearing liabilities of $23.5 million and an increase in the average cost paid on these liabilities of 66 basis
points. New loans and investments at rates higher than the existing portfolio were offset by the continued rise in short-term interest rates increasing the cost of interest expense on deposits and borrowings.

The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average
interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by
the average balances of assets or liabilities, respectively, for the periods presented. The balances of yields and costs are annualized for presentation purposes. For purposes of this table, average balances have been calculated using the average
daily balances and nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are insignificant. Interest income on loans and investment securities has not been calculated on a tax equivalent basis
because the impact would be insignificant.



19



---

##### Table of Contents

Average Balance Tables



|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|----------------------------------------------------------------------- |  | --------------------------------- | ------- | - | --------------------------------- | - | ---------- |  | ---- | -------------- |  | - | --------------------- | - | ---------- | - | ----- |  | ---- | -
|                                                                        |  | Three Months Ended March 31, 2006 |         |   | Three Months Ended March 31, 2005 |  
|                                                                        |  | AverageBalance                    |         |   | Interest andDividends             |   | Yield/Cost |  |      | AverageBalance |  |   | Interest andDividends |   | Yield/Cost |  
|Assets:                                                                 |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Interest-earning assets:                                                |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Loans                                                                   |  | $                                 | 414,104 |   |                                   | $ | 6,026      |  | 5.82 | %              |  | $ | 342,152               |   |            | $ | 4,752 |  | 5.56 | %
|Investment securities                                                   |  |                                   | 89,604  |   |                                   |   | 1,059      |  | 4.73 | %              |  |   | 114,869               |   |            |   | 1,169 |  | 4.07 | %
|Other interest-earning assets                                           |  |                                   | 5,985   |   |                                   |   | 66         |  | 4.39 | %              |  |   | 27,996                |   |            |   | 170   |  | 2.43 | %
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total interest-earning assets                                           |  |                                   | 509,693 |   |                                   |   | 7,151      |  | 5.61 | %              |  |   | 485,017               |   |            |   | 6,091 |  | 5.02 | %
|Noninterest-earning assets                                              |  |                                   | 43,109  |   |                                   |   |            |  |      |                |  |   | 43,549                |   |            |   |       |  |      |  
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total assets                                                            |  | $                                 | 552,802 |   |                                   |   | 7,151      |  |      |                |  | $ | 528,566               |   |            |   | 6,091 |  |      |  
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Liabilities and equity:                                                 |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Interest-bearing liabilities:                                           |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Interest-bearing demand deposits                                        |  |                                   | 173,762 |   |                                   |   | 925        |  | 2.13 | %              |  |   | 169,768               |   |            |   | 591   |  | 1.39 | %
|Savings accounts                                                        |  |                                   | 76,324  |   |                                   |   | 216        |  | 1.13 | %              |  |   | 94,900                |   |            |   | 269   |  | 1.13 | %
|Certificates of deposit                                                 |  |                                   | 137,148 |   |                                   |   | 1,336      |  | 3.90 | %              |  |   | 115,457               |   |            |   | 920   |  | 3.19 | %
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total interest-bearing deposits                                         |  |                                   | 387,233 |   |                                   |   | 2,477      |  | 2.56 | %              |  |   | 380,124               |   |            |   | 1,780 |  | 1.87 | %
|FHLB advances                                                           |  |                                   | 30,825  |   |                                   |   | 311        |  | 4.03 | %              |  |   | 10,000                |   |            |   | 77    |  | 3.07 | %
|Securities sold under agreements to repurchase                          |  |                                   | 18,487  |   |                                   |   | 233        |  | 5.03 | %              |  |   | 22,946                |   |            |   | 280   |  | 4.88 | %
|Subordinated debt                                                       |  |                                   | 15,464  |   |                                   |   | 335        |  | 8.67 | %              |  |   | 15,464                |   |            |   | 335   |  | 8.67 | %
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total Borrowings                                                        |  |                                   | 64,776  |   |                                   |   | 879        |  | 5.43 | %              |  |   | 48,410                |   |            |   | 692   |  | 5.71 | %
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total interest-bearing liabilities                                      |  |                                   | 452,009 |   |                                   |   | 3,356      |  | 2.97 | %              |  |   | 428,534               |   |            |   | 2,472 |  | 2.31 | %
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Noninterest-bearing liabilities                                         |  |                                   | 39,515  |   |                                   |   |            |  |      |                |  |   | 39,709                |   |            |   |       |  |      |  
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total liabilities                                                       |  |                                   | 491,524 |   |                                   |   |            |  |      |                |  |   | 468,243               |   |            |   |       |  |      |  
|Retained earnings                                                       |  |                                   | 61,278  |   |                                   |   |            |  |      |                |  |   | 60,323                |   |            |   |       |  |      |  
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Total liabilities and retained earnings                                 |  | $                                 | 552,802 |   |                                   |   |            |  |      |                |  | $ | 528,566               |   |            |   |       |  |      |  
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Net interest income                                                     |  |                                   |         |   |                                   | $ | 3,795      |  |      |                |  |   |                       |   |            | $ | 3,619 |  |      |  
|                                                                        |  |                                   |         |   |                                   |   |            |  |      |                |  |   |                       |   |            |   |       |  |      |  
|Interest rate spread                                                    |  |                                   |         |   |                                   |   |            |  | 2.64 | %              |  |   |                       |   |            |   |       |  | 2.72 | %
|Net interest margin                                                     |  |                                   |         |   |                                   |   |            |  | 2.98 | %              |  |   |                       |   |            |   |       |  | 2.98 | %
|Average interest-earning assets to average interest-bearing liabilities |  |                                   | 112.76  | % |                                   |   |            |  |      |                |  |   | 113.18                | % |            |   |       |  |      |  



20



---

##### Table of Contents

Provision for Loan Losses

We review the level of the allowance for loan losses on a monthly basis and establish the provision for loan losses based on the volume and types of lending, delinquency levels, loss experience, the amount of classified loans, economic
conditions and other factors related to the collectibility of the loan portfolio. The provision for loan losses was $75,000 in the three months ended March 31, 2006 and 2005. The provision was primarily to maintain a reserve level deemed
appropriate by management in light of factors such as the level of non-performing loans and the current economic environment.

Other Income

The following table summarizes other income for the three months ended March 31, 2006 and 2005 and the changes between the periods.



|                                       |  |                             |     |      |   |          |  |       |   
|-------------------------------------- |  | --------------------------- | --- | ---- | - | -------- |  | ----- | --
|                                       |  | Three Months EndedMarch 31, |     |      |  
|                                       |  | 2006                        |     | 2005 |   | % Change | 
|                                       |  | (Dollars in thousands)      |     |      |  
|OTHER INCOME:                          |  |                             |     |      |   |          |  |       |   
|Service charges                        |  | $                           | 374 |      | $ | 351      |  | 6.3   | % 
|Cash surrender value of life insurance |  |                             | 65  |      |   | 73       |  | (10.3 | )%
|Other                                  |  |                             | 116 |      |   | 144      |  | (19.4 | )%
|                                       |  |                             |     |      |   |          |  |       |   
|Total other income                     |  | $                           | 555 |      | $ | 568      |  | (2.3  | )%
|                                       |  |                             |     |      |   |          |  |       |   

Other income decreased $13,000 to $555,000, or 2.3%, for the three-month period ended March 31, 2006 from the
same period in 2005. Increases in fees were offset by decreases in income on bank-owned life insurance and investment advisory commissions.

Other
Expense

The following table summarizes other expense for the three months ended March 31, 2006 and 2005 and the changes between periods.



|                               |  |                             |       |      |   |          |  |       |   
|------------------------------ |  | --------------------------- | ----- | ---- | - | -------- |  | ----- | --
|                               |  | Three Months EndedMarch 31, |       |      |  
|                               |  | 2006                        |       | 2005 |   | % Change | 
|                               |  | (Dollars in thousands)      |       |      |  
|OTHER EXPENSE:                 |  |                             |       |      |   |          |  |       |   
|Salaries and employee benefits |  | $                           | 1,894 |      | $ | 1,740    |  | 8.9   | % 
|Occupancy and equipment        |  |                             | 665   |      |   | 583      |  | 14.0  | % 
|Federal insurance premiums     |  |                             | 15    |      |   | 15       |  | 0.0   | % 
|Advertising                    |  |                             | 88    |      |   | 94       |  | (5.9  | )%
|Professional services          |  |                             | 142   |      |   | 159      |  | (10.4 | )%
|Other operating expense        |  |                             | 326   |      |   | 321      |  | 1.6   | % 
|                               |  |                             |       |      |   |          |  |       |   
|Total other expense            |  | $                           | 3,130 |      | $ | 2,911    |  | 7.5   | % 
|                               |  |                             |       |      |   |          |  |       |   

Other expenses increased $200,000 to $3.1 million for the three-month period ended March 31, 2006 from the
same period in 2005. Salaries and employee benefits increased $154,000 due to regular salary increases and the cost of share based compensation. Occupancy and equipment increased $82,000 due



21



---

##### Table of Contents

primarily to increases associated with a new branch office opened the third quarter of 2005. These increases were offset by decreases of $23,000 in
advertising and other professional services.

Income Taxes

Income taxes declined $16,000 to $443,000 for an effective tax rate of 38.7% for the three months ended March 31, 2006, compared to $459,000 for an effective tax rate of 38.2% from the same period in 2005. The decline was a result of
the lower earnings before income taxes.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities
and borrowings from the Federal Home Loan Bank of New York. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest
rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan
demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents and interest-bearing deposits. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At
March 31, 2006, cash and cash equivalents totaled $31.2 million. Securities classified as available-for-sale whose market value exceeds our cost, which provide additional sources of liquidity, totaled $21.3 million at March 31, 2006. In
addition, at March 31, 2006, we had the ability to borrow a total of approximately $160.5 million from the Federal Home Loan Bank of New York, which included available overnight lines of credit of $101.8 million. On that date, we had no
overnight advances outstanding.

At March 31, 2006, we had $48.6 million in loan commitments outstanding, which included $19.6 million in undisbursed
loans, $23.0 million in unused home equity lines of credit and $6.0 million in commercial lines of credit. Certificates of deposit due within one year of March 31, 2006 totaled $78.0 million, or 55.4% of certificates of deposit. We believe,
however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

At March 31, 2006, the Bank exceeded all of its regulatory capital requirements with tangible capital of $55.4 million, or 10.35% of total adjusted assets, which is
above the required level of $8.0 million or 1.5%; core capital of $55.4 million, or 10.35% of total adjusted assets which is above the required level of $21.4 million or 4.0%; and risk-based capital of $57.3 million, or 18.9% of risk-weighted
assets, which is above the required level of $24.2 million or 8.0%. The Bank is considered a well-capitalized institution under the Office of Thrift Supervisions prompt corrective action regulations.

On March 29, 2006, the Company announced its board of directors approved the repurchase of up to 200,087 shares of the Company's outstanding common stock, which is
5% of outstanding shares not held by OC Financial MHC. The program began on May 1, 2006. Repurchases, which will be conducted through open market purchases or privately negotiated transactions, will be made from time to time depending on market
conditions and other factors. Repurchased shares will be held in treasury. As of the close of business on May 8, 2006, the Company had repurchased 1,800 shares under this plan at a cost of $22,000.



22



---

##### Table of Contents

MARKET RISK MANAGEMENT

Net Interest Income Simulation Analysis

We analyze our interest rate sensitivity position to manage the risk associated with interest rate
movements through the use of interest income simulation. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are interest sensitive. An asset or liability is said to be
interest rate sensitive within a specific time period if it will mature or reprice within that time period.

Simulation analysis is only an estimate of our
interest rate risk exposure at a particular point in time. We continually review the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

The following table reflects changes in estimated net interest income only for Ocean Shore Holding.



|                                  |  |                                                                         |    |  |           |   
|--------------------------------- |  | ----------------------------------------------------------------------- | -- |  | --------- | --
|                                  |  | At March 31, 2006Percentage Change in EstimatedNet Interest Income
Over |   
|                                  |  | 12 Months                                                               |    |  | 24 Months |   
|200 basis point increase in rates |  | (1.13                                                                   | )% |  | (4.49     | )%
|100 basis point decrease in rates |  | 1.14                                                                    | %  |  | (1.70     | )%

The 200 and 100 basis point change in rates in the above table is assumed to occur evenly over the following
twelve months. Based on the scenario above, net interest income would be adversely affected (within our internal guidelines) in the twelve-month and twenty-four month period if rates rose by 200 basis points. In addition, if rates declined by 100
basis points net interest income would be positively affected in the twelve-month period and adversely affected (within our internal guidelines) in the twenty-four month period. The reason for the increase in the twelve-month period is that more
short-term deposits will reprice faster at lower rates than assets.

Net Portfolio Value Analysis

In addition to a net interest income simulation analysis, we use an interest rate sensitivity analysis prepared by the Office of Thrift Supervision to review our level of
interest rate risk. This analysis measures interest rate risk by computing changes in net portfolio value of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net
portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market
risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. We
measure interest rate risk by modeling the changes in net portfolio value over a variety of interest rate scenarios. The following table, which is based on information that we provide to the Office of Thrift Supervision, presents the change in our
net portfolio value at March 31, 2006 that would occur in the event of an immediate change in interest rates based on Office of Thrift Supervision assumptions, with no effect given to any steps that we might take to counteract that change.



23



---

##### Table of Contents

|                                   |  |                                            |        |          |                                                      |         |          |  |     |          |  |       |        |  |      |     
|---------------------------------- |  | ------------------------------------------ | ------ | -------- | ---------------------------------------------------- | ------- | -------- |  | --- | -------- |  | ----- | ------ |  | ---- | ----
|                                   |  | Net Portfolio Value (Dollars in Thousands) |        |          | Net Portfolio Value as % ofPortfolio Value of Assets |        
|Basis Point (bp) Change in Rates |  | $ Amount                                   |        | $ Change |                                                      |         | % Change |  |     | NPVRatio |  |       | Change | 
|300 bp                             |  | $                                          | 53,914 |          | $                                                    | (27,812 | )        |  | (34 | )%       |  | 9.97  | %      |  | (412 | ) bp
|200                                |  |                                            | 63,104 |          |                                                      | (18,622 | )        |  | (23 | )%       |  | 11.40 | %      |  | (269 | )   
|100                                |  |                                            | 72,854 |          |                                                      | (8,872  | )        |  | (11 | )%       |  | 12.85 | %      |  | (124 | )   
|0                                  |  |                                            | 81,726 |          |                                                      |        |          |  |    |          |  | 14.09 | %      |  |     |     
|(100)                              |  |                                            | 83,437 |          |                                                      | 1,711   |          |  | 2   | %        |  | 14.22 | %      |  | 13   |     
|(200)                              |  |                                            | 77,952 |          |                                                      | (3,774  | )        |  | (5  | )%       |  | 13.27 | %      |  | (82  | )   
|(300)                              |  |                                            | 69,151 |          |                                                      | (12,575 | )        |  | (15 | )%       |  | 11.79 | %      |  | (230 | )   

The Office of Thrift Supervision uses certain assumptions in assessing the interest rate risk of savings
associations. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk,
certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in
market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally,
certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on
loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.

OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles,
are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers requests for funding and take the form
of loan commitments and lines of credit.

For the three months ended March 31, 2006, we engaged in no off-balance sheet transactions reasonably likely
to have a material effect on our financial condition, results of operations or cash flows.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

The information required by this item is included in Item 2 of this report under Market Risk Management.



|Item 4. | Controls and Procedures
|------- | -----------------------

The Companys management, including
the Companys principal executive officer and principal financial officer, have evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the
Companys disclosure



24



---

##### Table of Contents

controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or
submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (2) is
accumulated and communicated to the Companys management, including its principal executive and principal financial offers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change
in the Companys internal control over financial reporting occurred during the quarter ended March 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial
reporting.

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Periodically, there have been
various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our
business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes
in the risk factors previously disclosed in the companies Annual Report on Form 10-K for the year ended December 31, 2005.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



|                                                    |  |                                               |  |                                          |  |                                                                                             |  |                                                                                                                       
|--------------------------------------------------- |  | --------------------------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Period                                              |  | (a) Total number ofShares (or Units)Purchased |  | (b) Average PricePaid perShare (or Unit) |  | (c) Total Number ofShares (or units)Purchased as Part ofPublicly AnnouncedPlans or Programs |  | (d) Maximum Number (orAppropriate Dollar Value)of Shares (or units) thatMay Yet Be PurchasedUnder the Plans orPrograms
|Month #1 January 1, 2006 through January 31, 2006   |  | None                                          |  | None                                     |  | None                                                                                        |  | 449                                                                                                                   
|Month #2 February 1, 2006 through February 28, 2006 |  | None                                          |  | None                                     |  | None                                                                                        |  | 449                                                                                                                   
|Month #3 March 1, 2006 through March 31, 2006       |  | None                                          |  | None                                     |  | None                                                                                        |  | 200,536                                                                                                               
|Total                                               |  | None                                          |  | None                                     |  | None                                                                                        |  | 200,536                                                                                                               

---

|(1) | On August 10, 2005, the Companys Board of Directors approved the formation and funding of a trust that will purchase 171,749 shares of the Companys common stock in
the open market with funds contributed by the Company. As of September 23, 2005, 171,300 shares were purchased. The remaining 449 shares have not been awarded and may be purchased from time to time at the discretion of the independent trustee
of the trust and the shares will be used to fund restricted stock awards under the Companys 2005 Equity Incentive Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | On March 29, 2006, the Companys Board of Directors approved the repurchase of 200,087 shares of the Companys common stock in the open market.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



25



---

##### Table of Contents

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Not applicable.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not applicable.



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                  
|---- |  | ---------------------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                
|     | 
|32.0 |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer



26



---

##### Table of Contents

SIGNATURES

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.              
|                   |  |  |  | (Registrant)                         
|                   |  | 
|Date: May 11, 2006 |  |  |  | /s/ Steven E. Brady                  
|                   |  |  |  | Steven E. Brady                      
|                   |  |  |  | President and Chief Executive Officer



|                   |  |  |  |                                                  
|------------------ |  |  |  | -------------------------------------------------
|                   |  |  |  |                                                  
|                   |  | 
|Date: May 11, 2006 |  |  |  | /s/ Donald F. Morgenweck                         
|                   |  |  |  | Donald F. Morgenweck                             
|                   |  |  |  | Chief Financial Officer and Senior Vice President



27