SecProbe.io

CORRESP
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December
4, 2013

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 September 30, 2013

        Filed November

        4, 2013

        Response dated

        October 10, 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 November 19, 2013 (the “Comment Letter”), regarding the Company’s Form

10-Q for the period ended September 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 comments from the Comment Letter and followed it with our response.

Form 10-Q filed for the Period

Ended September 30, 2013

Notes to Unaudited Consolidated

Financial Statements

Note 2 Securitizations and

Variable Interest Entities, page 13

Transfer of Forward

Loans

 1. Please address the reasons for recording interest income on loans held for sale within Other income (expense).

Ocwen Financial Corporation

2002 Summit Boulevard, 6th Floor,

Atlanta, GA 30319

Response

The Company’s

lending business is focused on originating and purchasing Agency-conforming residential forward and reverse mortgage loans primarily

through our direct lending and correspondent channels.  Loans are typically sold within 25 days after origination or purchase

into a liquid market on a servicing retained basis. The lending business provides the Company with a low cost means of acquiring

MSRs with good return profiles.

Article
5 of Regulation S-X does not specifically address the presentation of interest income on loans but does indicate that interest
on securities should be included in non-operating income. The Company believes this guidance is analogous to its loans held for
sale in that the interest income earned on the loans is ancillary to its business activities and presentation in Other income
(expense) in the statement of operations is appropriate. Interest income recorded on loans held for sale, at fair value was $2.7
million and $11.5 million for the three and nine month periods ended September 30, 2013, respectively. This income represents
0.5% and 0.8% of the Company’s total revenue for each of the respective periods presented. On page F-45 of its Form 10-K
for the year ended December 31, 2012 under Note 20 – Interest Income, the Company provided a tabular presentation of the
components of interest income for each category of interest-earning assets, including loans held for sale. The Company will continue
to provide this information in its Form 10-K filings and will also provide a similar table in future Form 10-Q filings if deemed
to be appropriate based on materiality and other relevant considerations.

Note 8 Match Funded
Advances, page 26

 2. Given the ongoing sales to HLSS which will continue to impact match funded advances, please revise, in future filings, to

provide a rollforward of activity which includes the beginning balance, advances made, sales, repayments, ending balances and any

other pertinent information. Please provide us with this information for the periods presented in the September 30, 2013 Form 10-Q.

Response

In

its future Form 10-Q filings the Company will provide a rollforward of activity for match funded advances in the notes to its

financial statements for the period from the end of the preceding year to the date of the most recent interim balance sheet provided,

similar to the following tabular presentation for the nine months ended September 30, 2013 (in thousands):

    Balance at December 31, 2012

    $ 3,049,244

       Pledge of acquired advances to advance funding
    facilities(1)

      1,448,371

       Sales of advances to HLSS

      (3,489,907 )

       Collections, net of new advances

      (473,983 )

    Balance at September 30, 2013

    $ 533,725

 (1) Represents advances acquired in connection with business and
                                         asset acquisitions that were pledged to advance funding facilities at the date of acquisition.

In its future

Form 10-K filings the Company will provide a rollforward of activity for match funded advances in the notes to its financial statements

for each year for which a balance sheet is provided.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

Segment Results and Financial

Condition – Servicing

 3. We note your response to prior comment six in our letter dated September 26, 2013. Please address how the amounts remitted

to HLSS are allocated between both the financing liability and interest expense.

Response

The Company
recognizes the difference between the net servicing fees remitted to HLSS and the reduction in the financing liability as interest
expense. On page 32 of its Form 10-Q for the nine months ended September 30, 2013 under Note 15 – Other Borrowings, the
Company disclosed that the financing liability has no contractual maturity but is amortized over the estimated life of the transferred
Rights to MSRs using the interest method with the servicing income that is remitted to HLSS representing payments of principal
and interest. For purposes of applying the interest method, the balance of the liability is reduced each month based on the change
in the present value of the estimated future cash flows underlying the related MSRs.

In future filings,

the Company will expand its disclosures with respect to how the amounts remitted to HLSS are allocated between the financing liability

and interest expense. Also in future filings, the Company will supplement its existing disclosures related to interest expense

on the financing liability to include a tabular presentation of the amounts allocated between the financing liability and interest

expense for each period for which a statement of operations is provided, similar to the following for the three and nine months

ended September 30, 2013 and 2012 (in thousands):

    Three Months

    Nine Months

    2013

    2012

    2013

    2012

    Servicing fees collected on behalf of HLSS

    $ 200,838

    $ 27,689

    $ 431,795

    $ 57,190

    Less: Subservicing fee retained by Ocwen

      102,040

      10,633

      214,587

      23,082

    Net servicing fees remitted to HLSS

      98,798

      17,056

      217,208

      34,108

    Less: Reduction in financing liability

      24,594

      3,039

      48,582

      6,555

    Interest expense on financing liability

    $ 74,204

    $ 14,017

    $ 168,626

    $ 27,553

Acknowledgement

The Company acknowledges that:

 · it is responsible for the adequacy and accuracy of the disclosure

in the filings;

 · staff comments or changes to disclosure in response to staff comments

do not foreclose the Commission from taking any action with respect to the filings; 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.

*****

If you

have any questions or comments, please call me at (561) 682-7535 at your earliest convenience.

    Respectfully,

    /s/

    John V. Britti

    John V. Britti

    Executive Vice President and Chief

    Financial Officer

    cc:

    William C. Erbey, Executive

    Chairman

    Ronald M. Faris, President and Chief

    Executive Officer

    Timothy M. Hayes, Executive Vice President

    and General Counsel