SecProbe.io

August 30, 2011
 Via E-mail

Ronald M. Faris Chief Executive Officer Ocwen Financial Corporation 2002 Summit Boulevard, 6th Floor Atlanta, Georgia  30319
Re:  Ocwen Financial Corporation
Form 10-K Filed February 28, 2011
  File No. 001- 13219

Dear Mr. Faris:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2011

 Business, page 3

 Corporate Strategy and Outlook, page 4

1. Provide us with additional de tail regarding your transactions with Home Loan Servicing
Solutions. In particular, sin ce this entity was formed by your Chief Executive, please
explain how the sales transaction was revi ewed under your relate d party transaction
policy described on page 40 of your proxy file April 7, 2011.  Please discuss any

 Ronald M. Faris Ocwen Financial Corporation August 30, 2011
Page 2

 additional review that was conducted by the Boar d or by the independent  directors.  Also,
please tell us about any formal agreement, contract or other binding covenant between
Ocwen and Home Loan Servicing Solutions or  any affiliated entity. If Ocwen and Home
Loan Servicing Solutions have entered into any agreement, please provide your analysis
as to why the agreement is not a material contract as defined by  Item 601(b)(10) of
Regulation S-K.  Finally, please provide your  analysis, with a view towards revised
disclosure, of Management’s view of the im pact of this transaction upon Ocwen’s capital,
liquidity, financial condition, cash flows and income.
 Servicing, page 8

2. Please tell us, with a view towards revised di sclosure, about any title warranties provided
by Ocwen or any of its subsidiaries as part of your actions to sell repossessed properties.
To the extent that properties are sold with anything more than a quitclaim deed, please
discuss the potential impact of title pr oblems upon your liability to purchasers of
repossessed properties.  For example, we not e that the largest title insurer in Florida
exempts its policies defects as a result of title ba sed upon the MERS (Mortgage
Electronic Registration System).

3. Please tell us the extent to which Ocwen is responsible for recording the title and note for
loans that it services.  Please address how th ese notes are titled, in cluding the use of any
electronic registry.  Finally, pl ease address Ocwen’s view of the liability to the owner of
the underlying mortgage that Oc wen is servicing, including re ference to controlling legal
authority or contractual provision s. In the event that a failure by Ocwen to record the title
or note results in delays or other problems in foreclosi ng on the property or otherwise
proceeding against a property that secures the serviced mortgage.

Item 11: Executive Compensation, page 54
 Compensation Discussion and Analysis, included in from the proxy statement filed April 7, 2011

4. You state that compensation should “gener ally include both cas h and equity-based
compensation.”  In future filings, please provide the Compensation Committee’s reasons
for not only the size of the awards, but the composition of the awards as well.  For
instance, we note that you di scus the fact that the Comm ittee can make both cash and
equity awards under the 2007 Equity Incentive  Plan, but the named executives have not
been awarded equity awards since 2008.  Pleas e refer to Item 402(b )(2)(ii) of Regulation
S-K.

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

 Ronald M. Faris Ocwen Financial Corporation August 30, 2011
Page 3

 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.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Jessica Livingston at 202-551- 3448 or me at 202-551-3419 with any other
questions.

Sincerely,
 /s/ Christian Windsor
Christian Windsor Special Counsel