SecProbe.io

CORRESP
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September
23, 2015

VIA EDGAR

Ms. Kathryn McHale

Senior Staff
Attorney

Mail Stop
4720

Office of Financial Services I

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, 2014

                                         Filed May 11, 2015

                                         File No. 001-13219

Dear
Ms. McHale:

This
letter is submitted as the response of Ocwen Financial Corporation (the “Company” or “Ocwen”) to the comments
of the staff of the U.S. Securities and Exchange Commission contained in a letter from you, dated September 11, 2015 (the “Comment
Letter”), regarding the Company’s Form 10-K for the fiscal year ended December 31, 2014. Any capitalized terms not
defined in this letter have the meanings given to them in the 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.

Item
1. Business

Overview,
page 4

 1. We
                                         note your disclosure that you have implemented an “asset-light” strategy.
                                         Please 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.

Response

In
our 2014 Form 10-K, we disclosed the following: “Ocwen has implemented an “asset-light” strategy pursuant to
which we have sold rights to receive servicing fees, excluding ancillary income, with respect to certain non-Agency MSRs (Rights
to MSRs), together with the related servicing advances, to New Residential Investment Corp. (NRZ), who purchased these Rights
to MSRs and assumed the rights and obligations under the associated agreements from Home Loan Servicing Solutions, Ltd. (HLSS)
on April 6, 2015. Pursuant to our agreements with NRZ, NRZ has acquired Rights to MSRs and related servicing advances, and has
assumed the obligation to fund new servicing advances in respect of the Rights to MSRs. We continue to service the loans for which
the Rights to MSRs have been sold to NRZ. … Including our initial transaction on March 5, 2012, through 2014, we completed
sales of Rights to MSRs and related servicing advances for serviced loans with a UPB of $202.4 billion (based on UPB at the time
of sale). …. Our asset-light strategy enabled us to finance our substantial growth since early 2012 without the need to
raise new equity beyond the $162.0 million of Series A Perpetual Convertible Preferred Stock (Preferred Shares) issued to the
sellers in connection with the acquisition of Homeward Residential, Inc.” We also mention our asset-light strategy on pages
14 and 23 of the 2014 Form 10-K in discussing our sales of Rights to MSRs and our contractual arrangements with NRZ.

We
used the term “asset-light” because our sales of Rights to MSRs enabled us to focus our business on the less capital
intensive activity of loan servicing (as opposed to the more capital intensive activity of funding of advance obligations). Our
sales of Rights to MSRs had two primary benefits. First, it enabled us to operate our business in a manner that allowed us to
keep less capital on our balance sheet because we did not need to fund servicing advances on the loans for which Rights to MSRs
have been sold. Second, when we sold Rights to MSRs, we received large amounts of funds that we were able to use to acquire additional
mortgage servicing rights (MSRs). Often, after we had acquired MSRs, we would sell the Rights to MSRs shortly thereafter, thus
freeing up significant capital on our balance sheet. In terms of scale, we estimate that we would have had an additional $5.6
billion of servicing advances on our balance sheet as of June 30, 2015 had we not entered into the Rights to MSRs transactions.

We
entered into our Rights to MSRs transactions because we had a counterparty with a cost of capital and an investment profile that
meant, under the economic terms we agreed, that it was attractive for them to take on the servicing advance funding and other
obligations relating to the Rights to MSRs while it was attractive for us to retain the servicing obligations. The specific MSRs
for which Rights to MSRs were sold were selected following negotiations between the parties. All of our Rights to MSRs transactions
related to non-Agency MSRs, primarily due to the fact that servicing advances on Agency MSRs are generally more difficult to finance
than non-Agency MSRs.

While
we did not sell any Rights to MSRs during 2014 and have not sold any during 2015 to date, we may, in the future, enter into transactions
to sell Rights to MSRs (or enter into transactions which have similar economic effects) due to the benefits such transactions
have in allowing us to carry less capital on our balance sheet and devote the capital that we do have to less capital intensive
activities such as loan servicing and loan origination. Obviously, any future transactions would need to be on terms we deem to
be economically attractive – it is not possible to determine exactly when or if we might agree on terms for such transactions.

It
is important to note that our references to our “asset-light” strategy do not refer to the sales of Agency MSRs which
we are undertaking during 2015, although both efforts are designed to improve the margins for our business and the return on capital
for our shareholders. Our sales of Agency MSRs and the reasons for them are described on page 43 of our 2014 Form 10-K as follows:
“During 2015, we have been executing on our strategy, as announced in December 2014, to sell certain of our Agency MSRs.
There are multiple reasons for this strategy. First, reducing our exposure to Agency servicing will reduce our exposure to interest
rate movements. Prime servicing and MSR valuation are highly sensitive to interest rate movements, and we would like to reduce
this risk to the business. Second, as of December 31, 2014, we carried these MSRs at the lower of cost or fair value and expect
that selling these assets will enable us to recognize income currently as opposed to over time. Third, given the magnitude of
the portfolio, we expect that sales of Agency MSRs will generate significant liquidity in 2015. … Finally, we expect that
reducing the size of our Agency servicing portfolio will help simplify our operations and help improve our margins over time.”

In
our 2015 Form 10-K, where we discuss our “asset-light” strategy and our contractual arrangements with NRZ, we will
clarify our use of the term “asset-light” and expand our discussion to explain in greater detail the reasons behind
our sales of Rights to MSRs and the benefits to us in terms of allowing us to keep less capital on our balance sheet because we
do not need to fund servicing advances on the loans for which Rights to MSRs have been sold.

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 describe
                                         the allegations or the factual basis for the investigation. Please revise, and provide
                                         similar disclosure for the National Mortgage Settlement.

Response

In
December 2012, we entered into a consent order with the New York Department of Financial Services (NY DFS) in which we agreed
to the appointment of a Monitor to oversee our compliance with an Agreement on Servicing Practices that we had entered into with
the NY DFS in September 2011. After the Monitor began its work in 2013, the NY DFS began an investigation into Ocwen’s compliance
with the servicing requirements specified in the Agreement on Servicing Practices as well as New York State laws and regulations
relating to the servicing of residential mortgages. Effective December 19, 2014, we reached a settlement with the NY DFS related
to this investigation and entered into a consent order (the NY Consent Order) with the NY DFS to reflect such settlement.

In
our 2015 Form 10-K, we will revise our disclosures with respect to the NY Consent Order as follows [new language in italics
and underlined; redactions not shown]:

In
December 2012, we entered into a consent order with the New York Department of Financial Services (NY DFS) in which we agreed
to the appointment of a Monitor to oversee our compliance with an Agreement on Servicing Practices that we had entered into
with the NY DFS in September 2011. After the Monitor began its work in 2013, the NY DFS began an investigation into
Ocwen’s compliance with the servicing requirements specified in the Agreement on Servicing Practices as well as New York
State laws and regulations relating to the servicing of residential mortgages.

Effective
December 19, 2014, we reached a settlement with the NY DFS related to this investigation, and entered into
a consent order (the NY Consent Order) with the NY DFS to reflect such settlement.

In
December 2013, we reached an agreement, which was subject to court approval, involving the Consumer Financial Protection Bureau
(CFPB) and various state attorneys general and other state agencies that regulate the mortgage servicing industry (NMS Regulators)
relating to various allegations regarding deficient mortgage servicing practices, including those with respect to foreclosures.
The allegations made were largely identical to those made against Bank of America, Wells Fargo, Citibank, JPMorgan Chase, and
GMAC/Ally in the previous National Mortgage Settlement entered into by such banks with the NMS Regulators.

In
our 2015 Form 10-K, we will revise our disclosures with respect to the National Mortgage Settlement as follows [new language
in italics and underlined]:

In
December 2013, we reached an agreement, which was subject to court approval, involving the CFPB and various state attorneys general
and other state agencies that regulate the mortgage servicing industry (NMS Regulators) relating to various allegations
regarding deficient mortgage servicing practices, including those with respect to foreclosures.  In February 2014, the
United States District Court for the District of Columbia entered a consent order memorializing the settlement (Ocwen National
Mortgage Settlement).

National
Mortgage Settlement, page 11

 3. Please
                                         revise your disclosure on page 12 to explain why the OMSO 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 metric and describe your corrective action
                                         plan.

Response

In
our 2015 Third Quarter Form 10-Q, we will revise our disclosures in the Contingencies Footnote to the Third Quarter Interim Financial
Statements (as that section addresses these matters) as follows [new language in italics and underlined; redactions
not shown]:

In
December 2014, OMSO identified two issues involving Ocwen’s compliance with the Ocwen National Mortgage Settlement. The
first concerned the adequacy and independence of our IRG, which is responsible for reporting on Ocwen’s compliance with
the settlement. The second issue concerned the letter dating issues raised by the NY DFS. OMSO’s report identified the steps
that Ocwen had taken to remediate these issues and acknowledged Ocwen’s cooperation. OMSO’s December report
indicated its plans to re-test certain metrics, and to issue supplemental reports upon completion of that work.

In
May 2015, OMSO issued another compliance report following up on that of December 2014. This report detailed additional changes
that Ocwen had made to its IRG and described the work performed by OMSO to retest certain metrics previously tested by the Ocwen
IRG for the first quarter of 2014. OMSO’s report indicated that the various steps taken by Ocwen in connection with its
IRG demonstrated “measurable improvement” since the December 2014 report. OMSO further reported that its retesting
of metrics for the first quarter of 2014 revealed that it only disagreed with the Ocwen IRG’s assessment for one out of
the nine metrics subject to retesting. This metric relates to the timeliness of letters informing borrowers of missing items
in their loss mitigation packages. Because Ocwen’s own IRG had self-identified this issue before the re-testing, Ocwen had
already implemented a corrective action plan to send out new correspondence and place certain loans on a foreclosure hold until
such borrowers were given time to complete their applications. OMSO approved that corrective action plan on May 27, 2015.

To
the extent it is still relevant, we will include similar disclosure in our 2015 Form 10-K.

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.

Response

We
understand this question relates to a Lender Placed Insurance (“LPI”) settlement we commented on in our Form 8-K filed
April 29, 2015.

As
noted in the April 29, 2015 Form 8-K, the referenced settlement was agreed to in 2014 and relates to a class action lawsuit concerning
Ocwen’s legacy LPI program. The settlement received final court approval on September 14, 2015, and contemplates a claims
administration process whereby borrowers who were charged for LPI and either paid all or a portion of the charge or still owe
the charge can submit a claim for settlement benefits. Although several media outlets have reported the amount of the settlement
as $140 million, that number reflects the maximum amount of relief available to class members, assuming that 100% of LPI premiums
charged during the class period were either paid for or are still owed by borrowers, and assuming that all such borrowers choose
to file a claim.

The
Company established a reserve for its portion of the settlement during the third quarter of 2014, and believes that it is adequately
reserved. In our 2014 Form 10-K, in the Contingencies Footnote to the Annual Financial Statements, we disclosed the following:
“In the ordinary course of business, we are routinely a defendant in, or a party or potential party to, many threatened
and pending legal proceedings, including proceedings brought on behalf of various classes of claimants and those brought derivatively
on behalf of Ocwen against certain current or former officers and directors. These proceedings are generally based on alleged
violations of federal, state and local laws and regulations governing our mortgage servicing and lending activities, including
… allegations of wrongdoing in connection with lender-placed insurance arrangements….”

As
noted in the same footnote: “W