SecProbe.io

CORRESP
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 October 10, 2013

VIA EDGAR

Mr. Gus Rodriguez

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    RE:
    Ocwen Financial Corporation

    Form 10-K for the Fiscal Year Ended December 31, 2012

        Filed March 1, 2013

        Form 10-Q for the Period Ended June 30, 2013

        Filed August 5, 2013

    File No. 001-13219

Dear Mr. Rodriguez:

This letter is submitted as the response
of Ocwen Financial Corporation (the “Company” or “Ocwen”) to the comments contained in a letter from you
dated September 26, 2013 (the “Comment Letter”), regarding the Company’s Form 10-K for the year ended December
31, 2012 and Form 10-Q for the period ended June 30, 2013. Any capitalized terms not defined in this letter have the meanings given
to them in the respective filing.

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

Form 10-K for the Year Ended December 31, 2012

Notes to Consolidated Financial
Statements

Note 22 Income Taxes, page F-46

 1. You disclose in your business acquisition footnote on page F-16 that you expect the mortgage servicing rights and goodwill
to be treated as intangible assets acquired in connection with the purchase of a trade or business to be amortized over 15 years
for tax purposes. However, you do not appear to disclose any deferred tax liabilities related to
tax-deductible goodwill in your purchase price allocations. Please tell us why have not recognized any deferred tax liabilities
related to tax-deductible goodwill for any of your acquisitions.

Ocwen Financial Corporation

2002 Summit Boulevard, 6th Floor,
Atlanta, GA 30319

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Response

The Company confirms that tax deductible
goodwill was created in connection with the Company’s purchases of the HomEq Servicing and Litton Loan Servicing Businesses.
The Company amortizes such tax-deductible goodwill over 15 years for tax purposes. A temporary difference is recorded by the Company
for the deferred tax liability that results as tax claims amortization related to this goodwill. ASC 740-10-50-6 requires that
a public entity should disclose “the approximate tax effect of each type of temporary difference and carryforward that gives
rise to a significant portion of deferred tax liabilities and deferred tax assets (before allocation of valuation allowances).”
As of December 31, 2012, the amount of such goodwill related deferred tax liability was included within Note 22 Income Taxes on
the Deferred Tax Liability item labeled “Other.” The Company did not separately disclose the goodwill related deferred
tax liability as of December 31, 2012 in Note 22 as the total amount of such temporary difference was $493,185 and not viewed by
the Company to be significant. If the temporary difference related to goodwill becomes significant in the future, the Company will
revise its disclosures accordingly to separately disclose the deferred tax liability related to goodwill.

The Company has determined that
no deferred tax liability existed at the date of acquisition related to the tax-deductible goodwill that arose in connection with
the acquired businesses.

Form 10-Q filed for the Period Ended June 30, 2013

Notes to Unaudited Consolidated Financial Statements

Note 3 Transfers of Financial Assets, page 14

 2. Please provide us with sufficient information addressing how the related servicing advance sales to HLSS meet the requirements
for sale accounting under GAAP.

Response

Beginning on March 5, 2012, the
Company completed the first series of sales to HLSS of the rights to receive servicing fees, excluding ancillary income, related
to mortgage servicing rights (MSRs) owned by the Company with regard to certain pooling and servicing agreements. These rights
to receive the servicing fees are referred to as “Rights to MSRs.” In addition to the Rights to MSRs, the Master Servicing
Rights Purchase Agreement and the initial Sale Supplement also required that HLSS purchase the outstanding servicing advances associated
with the related pooling and servicing agreements. In the initial sale, HLSS executed the purchase of the servicing advances by
acquiring the Company’s equity interest in HomEq Servicer Advance Facility Transferor, LLC and HomEq Servicer Advance Receivables
Trust, two special purpose entities involved in the financing of and holding title to the advances that HLSS was acquiring in the
initial sale. In acquiring these two entities, HLSS both purchased the servicing advances and assumed the financing liabilities
associated with the advances.

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In later sales of Rights to MSRs
to HLSS during 2012 and 2013 to date, HLSS acquired the servicing advances directly from the Company rather than acquiring other
financing entities. In cases where the servicing advances to be acquired by HLSS had been financed by the Company, the Company
repaid the recourse debt of the financing SPE to which the advances had been transferred and thereby reacquired the servicing
advances so that they could then be transferred to HLSS.

The Company does not have a potential
retained participating interest in the advances that have been transferred to HLSS. Advances do not lose their identity as a separate
unit account by becoming part of a larger loan balance. The advances are separate and distinct from the underlying mortgage loans
and are, if possible, repaid from contractual payments by the borrower on the underlying loan or from the proceeds of a foreclosure.

The Company believes that its sales
of advances to HLSS meet the requirements for sale accounting treatment under ASC 860-10-40 because it has met each of the required
criteria as follows:

 a. Isolation of transferred financial assets. The transferred financial assets have been isolated from the transferor
— put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. Upon
transfer of ownership in the advances to HLSS, the transferred financial assets are beyond the reach of any bankruptcy trustee
or other creditor of the Company. The transferred financial assets are isolated from the Company, its shareholders and its creditors.

 b. Transferee’s rights to pledge or exchange. There are no constraints on HLSS’s ability to sell, transfer
or otherwise pledge the transferred advances. HLSS may pledge the transferred advances to one of its own advance financing facilities
that has the capacity to acquire them or it may finance them from its own resources. When HLSS transfers advances to an advance
financing facility, it is constrained from further pledging or exchanging the advances unless it reacquires them from the facility.
However, these constraints are attributable solely to the related receivables sales agreement and not in any way to Ocwen, which
has no control over HLSS’ disposition of the advances.

Additionally, the Company does not consider HLSS
to be an “agent” of the Company as defined in the Master Glossary of the FASB Codification.

The Company does not have the ability to influence
the operating or financial decisions of HLSS. Although the companies share a common Chairman, the Company and HLSS each have separate
directors and officers and independent groups of shareholders. The Company does not hold any interest in the ordinary shares of
HLSS. Each of the Company and HLSS operate in the interest of and for the benefit of its own shareholders. The Company also believes
that the subservicing arrangement that is in place between the companies is on terms similar to those that would be present in
any subservicing arrangement that the Company would have with another entity.

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 c. Effective control. No agreement exists that would allow or obligate the Company to repurchase, redeem or otherwise
induce HLSS to return the transferred advances. Therefore, the Company retains no interest in the transferred advances. As a result,
the Company believes that effective control over the financial assets has been transferred to HLSS.

The Company remains obligated to perform its
obligations as servicer under the pooling and servicing agreements relating to the Rights to MSRs, including making additional
advances pursuant to the requirements of the related pooling and servicing agreements. However, HLSS is also required to purchase
any servicing advances that the Company is required to make. The Company is obligated to remit all collections on advances to HLSS.
However, HLSS can recover advances from the Company only to the extent that the Company has collected borrower repayments, the
proceeds from foreclosure or from the investors in the related mortgage loans. Neither HLSS, nor the Company on its behalf, is
obligated to advance funds if the advances are not expected to be recoverable from the proceeds of the related mortgage loan.

The Company is also generally prohibited from
taking actions that are inconsistent with HLSS’ right to acquire the related MSRs. The respective rights and obligations
accruing to HLSS were structured to replicate the respective economic benefits and rights and obligations that would be in effect
if such MSRs had been transferred to HLSS and the Company was servicing the underlying mortgage loans pursuant to the Subservicing
Agreement and the initial subservicing supplement. Without HLSS’s prior consent, the Company is restricted from exercising
any rights that it may have under the pooling and servicing agreements related to the Rights to MSRs that would be inconsistent
with the ultimate ownership of the related MSRs by HLSS.

In conclusion, the Company believes
that, based on the foregoing, the transactions to sell the servicer advances satisfy the control criteria set forth in ASC 860-10-40-5
for the transferred financial assets to be accounted for as a sale and to be derecognized from the Company’s financial statements.

Finally, in light of the provisions
of ASC 810, Consolidation, the Company has evaluated its relationship with the financing SPEs to which HLSS has transferred
the servicing advances that it has acquired from the Company, and has determined that it is not required to consolidate these
SPEs.

Note 24 Commitments and Contingencies, page 42

 3. We note the Company established a reserve of $66.4 million as of June 30, 2013 under the Proposed Regulators’ Settlement.
Please tell us and revise future filings, to address whether there is an exposure to loss in excess of the amount accrued and what
the reasonably possible loss or additional loss may be. We reference ASC 450-20-50 paragraph 3.

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Response

The Company continues to engage with the Multi-State
Mortgage Committee of the Conference of State Banking Regulators, the Consumer Finance Protection Bureau and various state Attorneys
General in connection with certain foreclosure related matters and is in the process of completing definitive settlement documents
in connection with a proposed settlement therewith. As a result, the Company has assessed the likelihood of loss in excess of the
amount accrued for the Proposed Regulators’ Settlement as remote. In future filings, if the matter has not been settled and
the Company determines that there is at least a reasonable possibility that an exposure to loss exists in excess of the amount
accrued, it will disclose an estimate of such additional loss or range of loss or a statement that such an estimate cannot be made.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Segment Results and Financial Condition – Servicing

Three Months Ended June 30, 2013 versus June 30, 2012, page
55

 4. We note the disclosure that an increase in modifications typically results in higher revenues in any given period, because
the return of a loan to performing status would generally result in the recognition of any deferred servicing fees and late fees
on the loan. So that we have a better understanding of the impact of loan modifications on revenues, please address the accounting
and the basis and timing therein, for recognizing the deferred fees into revenue when the HAMP or non-HAMP loan has been modified.
Also, address the reasons for not recognizing any of the respective deferred loan fees into revenues when these loans have been
modified.

Response

The Company recognizes servicing
fees as revenue when the fees are earned, which is generally when the borrower makes a payment or when a delinquent loan is resolved
through modification (HAMP or non-HAMP), payoff or through the sale of the underlying mortgaged property following foreclosure.
The Company’s revenue recognition is, therefore, a function of unpaid principal balance (UPB), the number of payments received
and delinquent loans that resolve.

When a loan becomes current via the
Company’s non-HAMP modification process, deferred servicing fees and late fees are considered earned and are recognized as
revenue. However, if any debt is forgiven as part of a non-HAMP modification, no late fees are collected or earned.

When a loan becomes current via the
HAMP modification process, deferred servicing fees are earned and recognized as revenue. However, late fees are forfeited. Initial
HAMP fees are also recognized as revenue at that time. In addition, under HAMP, if a modified loan remains less than 90 days delinquent,
we earn HAMP success fees at the first, second and third anniversaries of the start of the trial modification.

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On pages 10 and 11 of its Form
10-K for the year ended December 31, 2012 under Item I: Business - Business Segments - Servicing, the Company has disclosed its
servicing revenue recognition policies for modifications, including loan modification scenarios that illustrate the typical timing
of revenue recognition. The Company has also disclosed its servicing revenue recognition policies on page F-12 under Note
1 - Summary of Significant Accounting Policies – Mortgage Servicing Fees and Advances.

In future Form 10-Q filings, the
Company will revise its discussion of revenue recognition to clarify the timing of deferred servicing fee revenue recognition
on loan modifications consistent with its Form 10-K disclosures.

 5. Please revise in future filings, to provide a separate discussion of servicing and subservicing revenues recognized given
the increase in the use of subservicing agreements entered into which has caused annualized revenues as a percentage of UPB to
decrease during the interim periods of 2013 compared to the interim periods of 2012.

Response

On page 10 of its Form 10-K for the year ended
December 31, 2012 under Item I: Business - Business Segments - Servicing, the Company disclosed the range of annual servicing
and subservicing fees expressed in basis points of the average UPB. On page 52 of its Fo