SecProbe.io

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      November 10, 2004

Mail Stop 0408

By U.S. Mail and facsimile to (561) 682-8177

Mr. William C. Erbey
Chairman and Chief Executive Officer
1675 Palm Beach Lake Boulevard
West Palm Beach, Florida 33401

Re:	Ocwen Financial Corporation
	Form S-3 filed on October 12th 2004
	File Number 333-119698

Dear Mr. Erbey:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Selling Security Holders - page 83

1. Please disclose that you will file a post effective amendment
for
selling securityholders as they become known.  We note that you
have
not identified a selling securityholder for approximately 42.20%
of
your registration statement.  We would expect that a post
effective
amendment will be filed for this portion of your offering in order
for those securityholders to sell using this registration
statement.
Please clarify the disclosure in footnote 2 on page 85.

2. Please revise your listing of "other" selling securityholders
to
clearly disclose that this is limited to holders, transferees,
pledges, donees or successors from prior sales of the securities.
It
should be clear that no other selling securityholder may sell off
of
this registration statement.

*	*	*

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review by showing deleted
sections as strikethrough and added sections as underlining.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* if the Commission or the staff, acting pursuant to delegated
authority, declares the filing effective, it does not foreclose
the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Tim Geishecker at (202) 824-5301 or me at
(202)
942-1974 with any other questions.

						Sincerely,

						Christian Windsor
						Senior Attorney

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Mr. William C. Erbey
Ocwen Financial Corporation
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