SecProbe.io

Mail Stop 4720
September 11, 2015

Via E -mail
Mr. Michael R. Bourque, Jr.
Executive Vice President and Chief Financial Officer
Ocwen Financial Corporation
1000 Abernathy Road NE, Suite 210
Atlanta, Georgia 30328

Re: Ocwen Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2014
Filed May 11, 2015
File No. 001 -13219

Dear Mr. Bourque :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bet ter understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstan ces, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 1. Business
Overview, page 4

1. We note your disclosure that you have implemented an “asset -light” strategy.  P lease
provide more information as to this strategy, such as why you decided to sell the assets
that you did, and why you have chosen to retain other assets.  Please provide information
regarding your goals and expectations going forward and your vision of what you will
look like after the sales are complete and the asset -light strategy is fully in place.

Regulation
New York Department of Financial Services, page 10

2. Although you describe the settlement terms reflected in the NY Consent Order, you do
not d escribe the allegations or the factual basis for the investigation.  Please revise, and
provide similar disclosure for the National Mortgage Settlement.

Mr. Michael R. Bourque, Jr.
Ocwen Financial Corporation
September 11, 2015
Page 2

 National Mortgage Settlement, page 11

3. Please revise your disclosure on page 12 to explain why the OMS O conducted a follow
up of the report issued on December 2014.  In addition, we note your disclosure that
OMSO disagreed with your IRG’s assessment for one of the nine metrics, and that you
are developing a corrective action plan.  Please identify the metr ic and describe your
corrective action plan.

Item 3.  Legal Proceedings, page 36

4. We have seen media reports relating to a class action lawsuit involving Assurant in
federal court in Florida.  The agreed -upon settlement amount appears to be $140 million.
Please tell us how you determined that you were not required to include this lawsuit in
this section.

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 the informa tion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 discl osures 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 and accuracy of the disclosure in the filing;

 staff comments or changes to discl osure 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.

Please contact  Erin Purnell at 202 -551-3454 or me at 202-551-3464  with any questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney
Office of Financial Services I