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June 12, 2009

Mr. Marc D.
Thomas

Staff Accountant

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE:

 Ocwen
 Financial Corporation

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

 Filed March
 12, 2009

 Form 10-Q
 for the Fiscal Quarter Ended March 31, 2009

 Filed May 7,
 2009

 File No.
 1-13219

Dear Mr.
Thomas:

                    This
letter sets forth the response of Ocwen Financial Corporation (the Company) to
the comments contained in a letter from you dated June 4, 2009 (the “Comment
Letter”), regarding the Company’s Form 10-K for the year ended December 31,
2008 and Form 10-Q for the fiscal quarter ended March 31, 2009.

                    Set
forth below is the Company’s response to the comments raised in the Comment
Letter. For your convenience, we have
included your original comment from the Comment Letter and followed it with our
response.

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

Notes to the 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 Company’s contractual funding obligations under the servicing and/or
 subservicing agreements please address the following:

 ·

 Specifically address the process the
 Company undertakes in determining whether they have the right to cease making
 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
 waterfall) when determining how the loan proceeds from the various loan pools
 are to be distributed;

Ocwen
Financial Corporation
1661 Worthington Road, Suite 100, West Palm Beach, FL 33409

Mail to: P. O. Box 24737, West Palm Beach, FL 33416-4737

 ·

 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.

Response

          The
Company services mortgage loans through its subsidiary, Ocwen Loan Servicing,
LLC (“Ocwen”). Ocwen’s obligations to
make delinquency advances or servicing advances (collectively, “advances”) are
set forth in the servicing agreement or similar agreement (collectively, “servicing
agreements”) governing the servicing of the mortgage loans covered by that
agreement. Some servicing agreements
require that Ocwen only make servicing advances and other servicing agreements,
including those related to securitization transactions, require Ocwen to make
servicing advances and delinquency advances. The servicing agreements typically provide that the servicer is
not required to make an advance if the servicer determines in its good faith
judgment that the advance would not be ultimately recoverable from the related
mortgagor or from liquidation, insurance or other proceeds received with
respect to the related mortgage loan. Ocwen’s
determination of whether an advance is “nonrecoverable” is generally based on a
proprietary cash flow projection model used by Ocwen in projecting future
collections on the related mortgage loan, which model takes into account a
number of different factors that vary depending on the characteristics of the
mortgage loan.

          The
servicing agreements set forth the priority by which amounts received on the
mortgage loans are allocated. In
general, most servicing agreements provide that the servicer is entitled to be
reimbursed for advances from collections received on the related mortgage loan
prior to such collections being remitted to the investor/owner of the mortgage
loan. In addition, when a previously
made advance is determined to be nonrecoverable the servicing agreements
generally provide that the servicer is entitled to be reimbursed from
collections received on the other mortgage loans subject to the same servicing
agreement. The reimbursement of the
servicer for outstanding advances prior to the remittance to the investor is
consistent with the basic purpose of advances, which is to provide liquidity
for the pool of loans, but not a source of credit for the pool.

          The
Company is not aware of any disputes with the investment trusts regarding these
advances or the recovery thereof.

          For
each of the years ended December 31, 2008, 2007 and 2006, and the three months
ended March 31, 2008, the amount of nonrecoverable advances recognized as an
expense was less than 0.1% of total advances (comprising Advances and Match
Funded Advances) and less than 0.2% of Total operating expenses. For the three months ended March 31, 2009 the
amount of nonrecoverable advances recognized as an expense was less than 0.1%
of total advances and 1.2% of Total operating expenses.

          The
Company notes that its disclosure states, in part, that advances “may be
recovered from pool level proceeds.” The
Company will clarify its disclosure beginning with its Form 10-Q for the Fiscal
Quarter Ended June 30, 2009. The
Company expects to revise its current disclosure using language such as that
provided in Attachment A to this letter.

 2.

 As a related matter, please revise your
 disclosure in future filings to clearly disclose how you evaluate advances
 for collectibility and discuss the specific terms of the trust agreements
 that mitigate 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.

2

 Response

           The
 Company notes the Staff’s request to revise its disclosures prospectively. The
 Company will disclose that collectibility is assessed using the previously
 described proprietary cash flow projection model. The Company notes that the
 referenced disclosure currently describes how the risk of loss is mitigated
 by the right to recover advances from the proceeds from specific loans as
 well as, in a majority of instances, from proceeds from the entire pool of
 loans before other cash payments may be made from the loan or pool proceeds.

           As
 indicated in the response to comment 1, the Company expects to revise its
 current disclosure beginning with its Form 10-Q for the Fiscal Quarter Ended
 June 30, 2009 using language such as that provided in Attachment A to this
 letter.

Note 7 – Match Funded Advances, page F-22

 3.

 We note your disclosure that the holders of
 the debt issued by the SPEs generally can look only to the assets of the
 issuer for satisfaction 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 disclosure in future filings to clarify whether you have any
 exposure to losses realized on these advances and if so, to what extent.

 Response

           The
 Company notes the Staff’s request to clarify its disclosures prospectively. The
 Company will clarify its disclosure by stating that the risk of loss for
 Match funded advances is limited to the disclosed guarantee and the equity
 invested in these SPEs. The Company will make this clarification beginning
 with its Form 10-Q for the Fiscal Quarter Ended June 30, 2009.

Acknowledgement

                    The
Company acknowledges that it is responsible for the adequacy and accuracy of
the disclosure in its filings, that Commission staff comments or changes to the
disclosure in the Company’s filings reviewed by Commission staff do not
foreclose the Commission from taking any action with respect to the filings,
and that it may not assert Commission staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

* * * * *

                    If
you have any questions or comments please call me at (561) 682-8367 or Daniel
J. Seguine, Vice President and Chief Accounting Officer, at (561) 682-7275 at
your earliest convenience.

 Respectfully,

 /s/ David J.
 Gunter

 David J.
 Gunter

 Executive Vice President and Chief Financial Officer

 Cc:

 William C.
 Erbey, Chairman and Chief Executive Officer

 Paul A.
 Koches, Executive Vice President and General Counsel

 Daniel J.
 Seguine, Vice President and Chief Accounting Officer

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Attachment A

Example of
Expected Disclosure Language

Note 1 – Summary of Significant Accounting
Policies

Mortgage Servicing Fees and Advances

We earn fees
for servicing mortgage loans. We collect servicing fees, generally expressed as
a percent of unpaid principal balance, from the borrowers’ payments. We also
include late fees, prepayment penalties, float earnings and other ancillary
fees in servicing income. We recognize servicing fees when the fees are earned
which is generally when the borrowers’ payments are collected.

During any
period in which the borrower does not make payments, most of our servicing
agreements require that we advance our own funds to meet contractual principal
and interest remittance requirements for the investors, pay property taxes and
insurance premiums and process foreclosures. We also advance funds to maintain,
repair and market foreclosed real estate properties on behalf of investors.
These advances are made pursuant to the terms of each servicing contract. Each
servicing contract is associated with specific loans, identified as a pool.

When we make
an advance on a loan under each servicing contract, we are entitled to recover
that advance from either the borrower, for reinstated and performing loans, or
from investors, for foreclosed loans. Most of our servicing contracts provide
that the advances made under the respective agreement have priority over all
other cash payments from the proceeds of the loan, and in the majority of
cases, the proceeds of the pool of loans, which are the subject of that
servicing contract. As a result, we are entitled to repayment from loan proceeds
before any interest or principal is paid on the bonds, and in the majority of
cases, advances in excess of loan proceeds may be recovered from pool level
proceeds.

We record a charge to earnings to the
extent that advances are uncollectible under the provisions of each servicing contract,
taking into consideration historical loss and delinquency experience, length of
delinquency and the amount of the advance. However, we are generally only obligated to
advance funds to the extent that we believe the advances are recoverable from expected
proceeds from the loan. We assess collectibility using proprietary cash flow projection
models which incorporate a number of different factors, depending on the characteristics
of the mortgage loan or pool, including, for example, time to a foreclosure sale,
estimated costs of foreclosure action, future property tax payments and the value of the
underlying property net of carrying costs, commissions and closing costs.

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