SecProbe.io

Mail Stop 4561         June 4, 2009     Mr. David J. Gunter   Executive Vice President and Chief Financial Officer
Ocwen Financial Corporation       1661 Worthington Road, Suite 100  West Palm Beach, Florida 33409
Re: Ocwen Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 12, 2009  Form 10-Q for Fiscal Quarter Ended March 31, 2009    Filed May 7, 2009      File No. 1-13219

Dear Mr. Gunter:
We have reviewed the above-referenced f ilings and have the following comments.
If 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
raise additional comments.
 Please understand that the purpose of our re view 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.

Form 10-K for the Fiscal Year Ended December 31, 2008

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Accounting Policies

Mortgage Servicing Fees and Advances, page F-11

1. The staff notes the significant increase in  loan modifications made during fiscal
2008 and into fiscal 2009.  So that we may have a better understanding of the

David J. Gunter
Ocwen Financial Corporation
June 4, 2009   Page 2
Company’s contractual funding obligations under the se rvicing and/or
subservicing agreements please address the following:
• Specifically address the process the Company undertakes in determining
whether they have the right to cease ma king payments for each of the different
types of required advances;
• Address where these rights are specified;
• Tell us why each of the different types of  advances are considered to be of a
higher priority (i.e. top of the waterf all) when determining how the loan
proceeds from the various loan pools are to be distributed;
• Tell us whether there have been any disputes between the Company and the
investment trusts regarding payments;
• Tell us whether there have been any “shortfalls” after taking into
consideration all reimbursements from payments, repayments and liquidation
proceeds. Tell us the amount of these shortfalls recognized in each of the
reporting periods presented. As part of your response address the disclosure
that payments can be made from the proceeds received on other loan pools.

2. As a related matter, please revise your di sclosure in future filings to clearly
disclose how you evaluate advances for collectability and discuss the specific
terms of the trust agreements that m itigate your risk of loss.  In addition,
specifically disclose your accounting policy and loss mitigation techniques related to those trusts for which you do not have  the authority to stop making advances
when borrowers cease making payments.

Note 7 – Match Funded Advances, page F-22

3. We note your disclosure that the holde rs of the debt issued by the SPEs generally
can look only to the assets of  the issuer for satisfacti on of the debt and have no
recourse against the company (with the exception of the match funded facility
guaranteed by OLS).  Given the significance of  your match funded advances to
your total assets, please revise your disc losure to clarify whether you have any
exposure to losses realized on these adva nces and if so, to what extent.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

David J. Gunter
Ocwen Financial Corporation  June 4, 2009   Page 3
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or me at
(202) 551-3426 if you have any questions  regarding the above comments.
        S i n c e r e l y ,           Angela Connell          Reviewing Accountant