SecProbe.io

CORRESP
 1
 filename1.htm

 Onity
Group Inc.

 1661
Worthington Road, Suite 100

 West
Palm Beach, Florida 33409

 July
17, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Onity Group Inc.

 Registration Statement on Form S-3
 Filed July 11, 2025

 File No. 333-287172

 To
whom it may concern:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Onity Group Inc. (the " Company ") hereby respectfully requests
that the effective date of the above-referenced Registration Statement on Form S-3, as amended by Amendment No. 1 filed on June 2, 2025,
and as amended further by Amendment No. 2 filed on July 11, 2025, be accelerated by the Securities and Exchange Commission to 4:00 p.m.
Eastern Time on July 21, 2025, or as soon as practicable thereafter.

 The
Company requests that we be notified of such effectiveness by a telephone call to John P. Berkery of Mayer Brown LLP at (212) 506-2552
and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 Onity
 Group Inc.

 By:
 /s/
 Leah E. Hutton

 Leah
 E. Hutton

 Senior
 Vice President and Deputy General Counsel

 cc: John
 P. Berkery, Mayer Brown LLP

CORRESP
 1
 filename1.htm

 July 11, 2025

 Mayer Brown LLP
 1221 Avenue of the Americas
 New York, NY 10020-1001
 United States of America

 T: +1 212 506 2500
 F: +1 212 262 1910

 mayerbrown.com

 John P. Berkery
 Partner
 T: +1 212 506 2552
 F: +1 212 849 5552
 JBerkery@mayerbrown.com

 Via
 EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Finance
 100 F Street NE
 Washington, DC 20549
 Attention: Eric Envall and James Lopez

 Re:
 Onity
 Group Inc.
 Amendment No. 1 to Registration Statement on Form S-3
 Filed June 2, 2025
 File No. 333-287172

 Dear
Mr. Envall and Mr. Lopez:

 On
behalf of our client, Onity Group Inc (the " Company "), we set forth below the Company's responses to the comments
of the Staff of the Division of Corporation Finance (the " Staff "), dated June 6, 2025, regarding its Amendment No.
1 to the Registration Statement on Form S-3 filed on June 2, 2025 by the Company (as amended, the " Registration Statement ").
For ease of reference, the Staff's comments have been repeated below in bold type, followed by the Company's responses.

 Amendment
No. 1 to Registration Statement on Form S-3/A

 Correspondence
dated June 2, 2025

 General

 1. We
 note your response and revised cover page disclosure. The revised disclosure regarding "fixed
 or negotiated prices" or quoted prices if/when listed does not constitute a method or
 formula for a sales price. Please revise to provide a price or method or formula. Alternatively,
 you may consider Rule 430B.

 The
Company respectfully acknowledges the Staff's comment. The Company has revised the cover page, as well as sections "About
This Prospectus" on page 2 and "Plan of Distribution" on pages 22 and 23, to add disclosure which explains that the
Selling Stockholders will use a prospectus supplement which will set forth the terms of the offer and sale of Shares in instances where
the Selling Stockholder are selling the Shares pursuant to the Registration Statement prior to the time the Series B Preferred Stock
is listed on a securities exchange or in connection with an underwritten offering of the Shares whether or not the Series B Preferred
Stock is listed on a securities exchange. The added disclosure also explains that if any of the Selling Stockholders offers and sells
its Shares at any time after the Series B Preferred Stock is listed on a securities exchange, the Selling Shareholders expect that the
offer and sale prices for such Shares will be based upon prevailing market prices for the Shares and, in such instances other than in
connection with an underwritten offering, a supplement to the prospectus may not be used in connection with such offers and sales unless
required by law.

 Mayer Brown is a global services provider comprising
an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited liability
partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).

 ************************

 Mayer Brown LLP

 Securities and Exchange Commission

 July 11, 2025

 Page 2

 If
you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, John P. Berkery, at (212) 506-2552.

 Sincerely,

 /s/
 John P. Berkery

 John
 P. Berkery
 Partner

 cc:
 Glen Messina, President and Chief Executive Officer

 Leah E. Hutton, Senior Vice President and Deputy General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Glen Messina
President and Chief Executive Officer
Onity Group Inc.
1661 Worthington Road, Suite 100
West Palm Beach, FL 33409

 Re: Onity Group Inc.
 Amendment No. 1 to Registration Statement on Form S-3/A
 Filed June 2, 2025
 File No. 333-287172
Dear Glen Messina:

 We have reviewed your amended filing and have the following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Correspondence dated June 2, 2025
General

1. We note your response and revised cover page disclosure. The revised
disclosure
 regarding "fixed or negotiated prices" or quoted prices if/when listed
does not
 constitute a method or formula for a sales price. Please revise to
provide a price or
 method or formula. Alternatively, you may consider Rule 430B.
 Please contact Eric Envall at 202-551-3234 or James Lopez at
202-551-3536 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 June 6, 2025
Page 2

 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Mayer
 Brown LLP
 1221
 Avenue of the Americas
 New
 York, NY 10020-1001
 United
 States of America

 T:
 +1 212 506 2500
 F:
 +1 212 262 1910

 mayerbrown.com

 John
 P. Berkery
 Partner
 T:
 +1 212 506 2552
 F:
 +1 212 849 5552
 JBerkery@mayerbrown.com

 June
 2, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street NE

 Washington, DC 20549

 Attention: Eric Envall
and James Lopez

 Re:
 Onity
 Group Inc.
 Registration
 Statement on Form S-3
 Filed
 May 12, 2025
 File
 No. 333-287172

 Dear
Mr. Envall and Mr. Lopez:

 On
behalf of our client, Onity Group Inc (the " Company "), we set forth below the Company's responses to the comments
of the Staff of the Division of Corporation Finance (the " Staff "), dated May 23, 2025, regarding the Registration
Statement on Form S-3 filed on May 12, 2025 by the Company (the " Registration Statement "). For ease of reference,
the Staff's comments have been repeated below in bold type, followed by the Company's responses.

 Registration
Statement on Form S-3

 Cover
Page

 1. We
 note your disclosure that, "the Series B Preferred Stock is not listed or quoted on
 any stock exchange or any nationally recognized trading system and no market currently exists
 for the Series B Preferred Stock." Please revise your cover page to indicate the offering
 price of the Series B Preferred Stock, or otherwise indicate how you are complying with the
 requirements of Item 501(b)(3) of Regulation S-K.

 The
Company respectfully acknowledges the Staff's comment. Instruction 2 to Item 501(b)(3) of Regulation S-K provides that "if
it is impracticable to state the price to the public" the issuer must "explain the method by which the price is to be determined."
In addition, Instruction 2 to Item 501(b)(3) provides that "[i]nstead of explaining the method on the outside front cover page
of the prospectus, you may state that the offering price will be determined by a particular method or formula that is described in the
prospectus and include a cross-reference to the location of such disclosure in the prospectus, including the page number." Since
the timing of any offer or sale, the amount of Series B Preferred Stock to be offered or sold, and the methods used by any one of the
selling stockholders in any such offer or sale are currently unknown, it is impracticable to state the price to the public on the cover
of the prospectus. In accordance with Instruction 2 to Item 501(b)(3), the Company has revised the disclosure on the cover page of the
prospectus to give more detail as to the methods by which any offer or sale of the Series B Preferred Stock may be undertaken by the
selling stockholders and to cross reference the section entitled "Plan of Distribution" for additional detail.

 ************************

 Mayer
Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited
liability partnership which operates in temporary association with Hong Kong partnership Johnson Stokes & Master) and Tauil & Chequer Advogados (a Brazilian law partnership).

 Mayer Brown LLP

 Securities and Exchange Commission

 June 2, 2025

 Page 2

 If
you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, John P. Berkery, at (212) 506-2552.

 Sincerely,

 /s/
 John P. Berkery

 John
 P. Berkery

 Partner

 cc:
 Glen
 Messina, President and Chief Executive Officer

 Leah
 E. Hutton, Senior Vice President and Deputy General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 23, 2025

Glen Messina
President and Chief Executive Officer
Onity Group Inc.
1661 Worthington Road, Suite 100
West Palm Beach, FL 33409

 Re: Onity Group Inc.
 Registration Statement on Form S-3
 Filed May 12, 2025
 File No. 333-287172
Dear Glen Messina:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
Cover Page

1. We note your disclosure that, "the Series B Preferred Stock is not
listed or quoted on
 any stock exchange or any nationally recognized trading system and no
market
 currently exists for the Series B Preferred Stock." Please revise your
cover page to
 indicate the offering price of the Series B Preferred Stock, or
otherwise indicate how
 you are complying with the requirements of Item 501(b)(3) of Regulation
S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
 May 23, 2025
Page 2

time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eric Envall at 202-551-3234 or James Lopez at
202-551-3536 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

OCWEN
FINANCIAL CORPORATION

1661
Worthington Road, Suite 100

West
Palm Beach, Florida 33409

September
6, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-7010

Attention:
Jessica Livingston, Office of Finance

    Re:
    Acceleration Request

    Ocwen Financial Corporation

    Registration Statement on Form S-3

    File No. 333-267166

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Ocwen Financial Corporation (the “Company”) hereby requests that
the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m.
Eastern Standard Time on Friday, September 9, 2022, or as soon as possible thereafter.

If
you have any questions with respect to the foregoing, please call the undersigned (561-614-2052) or the Company’s counsel John
Berkery of Mayer Brown LLP (212-506-2552).

    Very truly yours,

    Ocwen Financial Corporation

    By:
    /s/
    Leah E. Hutton

    Name:
    Leah E. Hutton

    Title:
    Senior Vice President and Deputy General Counsel

United States securities and exchange commission logo
September 6, 2022
Leah E. Hutton
Senior Vice President and Deputy General Counsel
Ocwen Financial Corp
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
Re:Ocwen Financial Corp
Registration Statement on Form S-3
Filed August 30, 2022
File No. 333-267166
Dear Ms. Hutton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John P. Berkery

United States securities and exchange commission logo
August 24, 2022
Glen A. Messina
President and Chief Executive Officer
Ocwen Financial Corporation
1661 Worthington Road
Suite 100
West Palm Beach, Florida 33409
Re:Ocwen Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022
Form 10-Q for the Quarterly Period Ended March 31, 2022
Filed May 5, 2022
Form 8-K Dated May 5, 2022
Filed May 5, 2022
File No. 001-13219
Dear Mr. Messina:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

July
25, 2022

VIA
EDGAR

Mr.
Mark Brunhofer

Mr.
David Irving

Division
of Corporation Finance

Office
of 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, 2021

    Filed
    February 25, 2022

    Form
    10-Q for the Quarterly Period Ended March 31, 2022

    Filed
    May 5, 2022

    Form
    8-K Dated May 5, 2022

    Filed
    May 5, 2022

    File
    No. 001-13219

Dear
Mr. Brunhofer and Mr. Irving:

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 (the “Staff”) contained in a letter dated July 11, 2022
(the “Comment Letter”), regarding the Company’s Form 10-K for the fiscal year ended December 31, 2021 (the “Form
10-K”), the Company’s Form 10-Q for the quarterly period ended March 31, 2022 (the “Form 10-Q”) and the Company’s
Form 8-K filed on May 5, 2022 (the “Form 8-K”).

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 in bold and followed it with our response.

    1

Form
10-K for the fiscal year ended December 31, 2021

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

Segment
Results of Operations

Originations,
page 69

    1.
    In
    the fourth paragraph of this section you indicate that you expanded your network of correspondent sellers through the assignment
    by Texas Capital Bank (TCB) to you of all of its correspondent loan purchase agreements. At the bottom of page 4, you disclose that
    you acquired TCB’s network of approximately 220 correspondent lenders. Please tell us how you accounted for this transaction
    and reference for us the authoritative literature you relied upon to support your accounting. In your response tell us any consideration
    you conveyed and what you received in return. In addition, tell us your consideration for disclosing the accounting for this transaction
    or tell us where you made that disclosure in your filing.

Response:

The
Company advises the Staff that it analyzed its series of transactions with TCB entered into in 2021. The
transactions with TCB included (i) the assignment of correspondent loan purchase agreements by TCB to Ocwen, (ii) the assumption by Ocwen,
at closing, of certain interest rate lock commitments that TCB had previously committed to under such correspondent loan purchase agreements,
(iii) the offers of employment by Ocwen to certain TCB employees without any assumption of the prior employer’s benefit obligation,
and (iv) the acquisition by Ocwen of a portfolio of mortgage servicing rights (“MSR”) from TCB in the normal course of business,
entered separately from, but contemporaneously with, the above transactions. The Company paid a cash purchase price for the MSR portfolio
that it determined represented the fair value of the MSR portfolio, as supported by the Company’s independent valuation expert.
With the exception of the cash purchase price for the MSR portfolio, no additional cash, monetary or other nonmonetary consideration
was exchanged with respect to the transactions with TCB. Ocwen and TCB also did not enter into any other agreements that would give rise
to additional guarantees, indemnification, commitments or contingencies.

The
Company first assessed the transactions with TCB under ASC 805, Business Combinations and determined that the transactions did not meet
the definition of a business combination. Ocwen did not acquire a business under ASC 805-10-55-3A because the transactions did
not result in the Company acquiring an integrated set of activities and assets that is capable of being conducted and managed for the
purpose of providing a return pursuant to ASC 805-10-55-4 through 55-8.

The
Company evaluated whether it acquired an assembled workforce as it may be indicative that an integrated set of activities constituting
a business was acquired. While Ocwen agreed to extend employment offers to approximately 50 employees of TCB, these employees were selected
to add to Ocwen’s existing workforce in anticipation of the increased loan volume. These employees, however, represented
only a subset of the TCB employees who managed TCB’s correspondent lending business and would not have allowed Ocwen to
continue to operate the correspondent lending activities without Ocwen’s existing management team and workforce. Accordingly, the
Company determined that it did not acquire an assembled workforce as defined under ASC 805-20-55-6. The Company further determined it
did not acquire any processes from TCB pursuant to ASC 805-10-55-5. Specifically, no operational processes, policies or procedures, or
technology were transferred from TCB to Ocwen, such as those related to underwriting, pricing loan acquisitions and subsequent sales
or securitizations, or managing interest rate risk, that are essential to the correspondent lending business.

    2

The
Company also determined that, when assessing the series of transactions with TCB as one transaction, substantially all of the fair value
of the gross assets acquired was concentrated in a single asset, the MSR portfolio. As a result, the set of acquired assets and activities
was not a business pursuant to the “screen” test under ASU 2017-01, Business Combinations (Topic 805) – Clarifying
the Definition of a Business.

Because
the Company concluded that the transaction with TCB did not meet the definition of a business combination, the transaction was accounted
for as an asset purchase under ASC 805-50, Acquisition of Assets Rather Than a Business. At closing, the Company recognized the interest
rate lock commitments pursuant to ASC 815 – Derivatives and Hedging. The initial fair value of the interest rate lock commitments
and the associated gain on initial recognition were deemed de minimis. In addition, the Company analyzed the assignment of the correspondent
loan purchase agreements under ASC 350, Intangibles – Goodwill and Other and determined that no intangible asset should be recognized.
The correspondent agreements provide a contractual framework for the parties to negotiate, trade and enter into individual purchase and
sale transactions for specific mortgage loans with the correspondent sellers, should the parties agree on the specified terms for those
loans. Absent any agreement by the parties on such loan terms, i.e., absent any interest rate lock commitment, there are no enforceable
rights and obligations with respect to the purchase of loans by Ocwen and the correspondent agreements do not provide for any terms that
are more or less favorable than market transactions. The transfer of the MSR portfolio from TCB was accounted for as a purchase and was
disclosed in Note 7, Mortgage Servicing to its consolidated financial statements in aggregate with other MSR purchases in accordance
with ASC 860-50.

In
response to the Staff’s comment related to disclosures, the Company disclosed the transactions in the Management’s Discussion & Analysis of Financial Condition and Results of Operations of its Form 10-K pursuant to the guidance in Item 303(b)(2)(ii) of Regulation
S-K, because the transactions reflected the expansion of Ocwen’s network of correspondent lenders and Ocwen’s ability to
generate additional loan purchase volume in the future. However, based on the materiality of the transactions, the absence of cash, monetary
or other nonmonetary consideration, and the absence of recognition of intangible assets, the Company determined that no additional disclosure
for the accounting of the transactions was necessary in the Company’s consolidated financial statements.

    3

Notes
to Consolidated Financial Statements

Note
9: Receivables, page F-40

    2.
    Please
    tell us, and revise future filings as necessary, to clarify why you carry an allowance for losses on government-insured loan claims.
    In this regard, it is unclear whether these claims are in excess of guaranteed limits or whether they relate to servicing errors
    as identified in your advances policy on page F-12. In your response, also tell us why there is no apparent change in your allowance
    upon the adoption of ASC 326.

Response:

The
Company notes for the Staff that government-insured loan receivables include a receivable amount that is in excess of the guaranteed
claim limits or recoverable amounts per insurer guidelines, which amount is subject to an allowance for losses. The Company confirms
for the Staff that it does not carry any allowance for losses on the recoverable amount per insurer guidelines in accordance with ASC
326, Financial Instruments – Credit Losses, as deemed guaranteed by the government.

The
allowance for losses on receivables in excess of the recoverable amount represents limitations imposed on the recovery of certain expenses
or on the maximum total amount to be claimed, per insurer guidelines. The Company advises the Staff that certain recovery limitations
are non-controllable, such as the VA maximum claim limit and HUD’s servicer tier-based reimbursement of legal expenses. Other limitations
are the result of servicer activity or errors, such as exceeding key filing or foreclosure timelines. Additionally, recoverability may
depend on a servicer’s ability to obtain exceptions or timeline extensions, when warranted.

The
adoption of ASC 326, Financial Instruments – Credit Losses on January 1, 2020 did not result in any significant adjustment to the
Company’s allowance for losses estimated under the previous guidance for the following primary reasons:

    ●
    The
    life of the receivable and the length of the forecast period did not change for the purpose of estimating expected credit losses.
    The receivable balance includes advances previously made by the servicer on liquidated loans and does not have any contractual term.

    ●
    Under
    the previous guidance Ocwen used historical loss information and current conditions to estimate losses. Upon adoption, the consideration
    of reasonable and supportable forecasts required under ASC 326 did not significantly differ from the conditions that existed for
    the period over which historical information was evaluated.

    ●
    The
    Company historically had not experienced any losses on claims guaranteed by the FHA and VA. Accordingly, the zero loss estimate on
    such recoverable claims did not change with the adoption of the new guidance.

    4

The
Company acknowledges the Staff comment and will enhance its disclosure in Note 9, Receivables in the Company’s consolidated financial
statements included in the Company’s future filings to clarify the reason the Company carries an allowance for losses on government-insured
loan claims as follows:

At
[date] and [date], the allowance for losses primarily related to receivables of our Servicing business. The allowance for losses related
to FHA- or VA-insured loans repurchased from Ginnie Mae guaranteed securitizations (government-insured claims) was [$•] million
and [$•] million at [date] and [date], respectively. The government-insured claims that do not exceed HUD, VA or FHA insurance limits
are not subject to any allowance for losses as guaranteed by the U.S. government. The receivable amount in excess of the guaranteed
claim limits or recoverable amounts per insurer guidelines or as a result of servicer error, such as exceeding key filing or foreclosure
timelines, is subject to an allowance for losses.

Note
11: Investment in Equity Method Investee, page F-41

    3.
    Please
    address the following regarding your contribution of MAV to MAV Canopy in exchange for a 15% interest in MAV Canopy plus cash consideration
    under your Transaction Agreement with Oaktree Capital Management L.P. (Oaktree), referencing where appropriate the authoritative
    literature your relied upon to support your position:

    ●
    Tell
    us whether you recorded a gain or loss on the deconsolidation of MAV under ASC 810-10-40-5 and the amount of any such gain or loss.
    If no gain or loss was recorded, tell us why not.

Response:

The
Company advises the Staff that it did not record any material gain or loss on the deconsolidation of MAV pursuant to ASC 810-10-40-5
because there was no material difference between the carrying amount of MAV’s assets and liabilities and the fair value of the
consideration received for the Company’s contribution of MAV to MAV Canopy.

The
Company disclosed in Note 11 to its consolidated financial statements that, as of the time of the contribution of MAV to MAV Canopy,
MAV’s balance sheet comprised approximately $5 million cash balance and approximately $5 million member’s equity. The Company
advises the Staff that, at the time of such transaction, MAV did not carry any other asset or liability, did not conduct any business,
had not entered into any transaction agreements with other entities, and had two employees as required for licensing purposes. MAV was
approved to launch a new business and purchase Freddie Mac MSRs throughout the continental United States, with the exception of one state.
The carrying amount and the fair value of these licenses held by MAV were immaterial. The Company also noted that the carrying
amount of the assets and liabilities of MAV was materially representative of the fair value of MAV’s net assets upon contribution
to MAV Canopy.

    5

The
Company further determined that the consideration received for its contribution of MAV to MAV Canopy was representative of the net asset
value of MAV as reported under U.S. GAAP, that is, the carrying amount of MAV’s asset and liabilities. MAV Canopy was a newly formed
legal entity whose sole activity was the holding of its investment in MAV, without any material assets or liabilities upon formation.
Ocwen contributed 100% of its equity interest in MAV, which had total members’ equity and cash balances of approximately $5
million at the time of its contribution, to MAV Canopy. In exchange for its contribution, Ocwen received 15% equity interest in MAV
Canopy plus approximately $4 million in cash from MAV Canopy that was representative of the remaining 85% of MAV. No additional
monetary or nonmonetary consideration was contractually exchanged as part of the MAV contribution to MAV Canopy (also please refer to
the response to the below question). Concurrently with Ocwen’s contribution of MAV to MAV Canopy, Oaktree contributed approximately
$4 million in cash to MAV Canopy, which was representative of the fair value of the remaining 85% of MAV’s net asset.
As a result of the transaction, Ocwen and Oaktree owned 15% and 85% equity interest in MAV Canopy respectively, whose sole asset was
its 100% equity investment in MAV, whose sole asset was a $5 million cash balance.

    ●
    From
    disclosure on pages F-48 and F-52, you disclose that you issued your second tranche of OFC Senior Secured Notes and common stock
    plus warrants to Oaktree, respectively, on the same date and in conjunction with the closing of the Transaction Agreement. It appears
    that you issued these debt and equity financial instruments for aggregate cash consideration below their aggregate fair value. Tell
    us your consideration for accounting for the issuance of these debt and equity financial instruments along with the Transaction Agreement
    as a single transaction and including the excess of fair value of financial instruments issued over proceeds received in the computation
    of gain or loss on disposal of MAV under ASC 810-10- 40-5.

    ○
    In
    your response tell us how you determined the fair value of each financial instrument issued and specifically indicate whether and
    how the original issue discou

United States securities and exchange commission logo
July 11, 2022
Glen A. Messina
President and Chief Executive Officer
Ocwen Financial Corporation
1661 Worthington Road
Suite 100
West Palm Beach, Florida 33409
Re:Ocwen Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022
Form 10-Q for the Quarterly Period Ended March 31, 2022
Filed May 5, 2022
Form 8-K Dated May 5, 2022
Filed May 5, 2022
File No. 001-13219
Dear Mr. Messina:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Segment Results of Operations
Originations, page 69
1.In the fourth paragraph of this section you indicate that you expanded your network of
correspondent sellers through the assignment by Texas Capital Bank (TCB) to you of all
of its correspondent loan purchase agreements.  At the bottom of page 4, you disclose that
you acquired TCB's network of approximately 220 correspondent lenders.  Please tell us

 FirstName LastNameGlen A. Messina
 Comapany NameOcwen Financial Corporation
 July 11, 2022 Page 2
 FirstName LastName
Glen A. Messina
Ocwen Financial Corporation
July 11, 2022
Page 2
how you accounted for this transaction and reference for us the authoritative literature you
relied upon to support your accounting.  In your response tell us any consideration you
conveyed and what you received in return.  In addition, tell us your consideration for
disclosing the accounting for this transaction or tell us where you made that disclosure in
your filing.
Notes to Consolidated Financial Statements
Note 9: Receivables, page F-40
2.Please tell us, and revise future filings as necessary, to clarify why you carry an allowance
for losses on government-insured loan claims.  In this regard, it is unclear whether these
claims are in excess of guaranteed limits or whether they relate to servicing errors as
identified in your advances policy on page F-12.  In your response, also tell us why there
is no apparent change in your allowance upon the adoption of ASC 326.
Note 11: Investment in Equity Method Investee, page F-41
3.Please address the following regarding your contribution of MAV to MAV Canopy in
exchange for a 15% interest in MAV Canopy plus cash consideration under your
Transaction Agreement with Oaktree Capital Management L.P. (Oaktree), referencing
where appropriate the authoritative literature your relied upon to support your position:
•Tell us whether you recorded a gain or loss on the deconsolidation of MAV under
ASC 810-10-40-5 and the amount of any such gain or loss.  If no gain or loss was
recorded, tell us why not.
•From disclosure on pages F-48 and F-52, you disclose that you issued your second
tranche of OFC Senior Secured Notes and common stock plus warrants to Oaktree,
respectively, on the same date and in conjunction with the closing of the Transaction
Agreement.  It appears that you issued these debt and equity financial instruments for
aggregate cash consideration below their aggregate fair value.  Tell us your
consideration for accounting for the issuance of these debt and equity financial
instruments along with the Transaction Agreement as a single transaction and
including the excess of fair value of financial instruments issued over proceeds
received in the computation of gain or loss on disposal of MAV under ASC 810-10-
40-5. oIn your response tell us how you determined the fair value of each financial
instrument issued and specifically indicate whether and how the original issue
discount on the OFC Senior Secured Notes is representative of fair value.
oAlso in your response tell us whether and how the original issue discount on the
first tranche of OFC Senior Secured Notes is representative of fair value.  If it is
not representative of fair value, tell us how you considered that fact in assessing
the accounting for the Transaction Agreement.
•Provide us your analysis supporting why separate financial statements of MAV
Canopy were not provided under Rule 3-09 of Regulation S-X.

 FirstName LastNameGlen A. Messina
 Comapany NameOcwen Financial Corporation
 July 11, 2022 Page 3
 FirstName LastName
Glen A. Messina
Ocwen Financial Corporation
July 11, 2022
Page 3
Form 10-Q for the quarterly period ended March 31, 2022
Notes to Unaudited Consolidated Financial Statements
Note 22: Subsequent Events, page 50
4.You disclose the repurchase of $262 million of delinquent and aged loans under the
Ginnie Mae early buyout program on May 2, 2022 and the concurrent sale of these loans
to third-parties.  You disclose an estimated loss of approximately $9 million, net of
associated MSR fair value adjustment and advances, that will be recorded in the second
quarter of 2022.  During your first quarter 2022 earnings conference call on May 5, 2022,
you indicate that you were looking into selling some severely aged Ginnie Mae loans on
which you took a $13 million charge in the first quarter as an MSR fair value adjustment.
Please confirm if the anticipated $9 million loss in the second quarter of 2022 relates to
the loans on which a $13 million MSR fair value adjustment was recorded in the first
quarter of 2022, or advise otherwise.
Form 8-K dated May 5, 2022
Exhibit 99.1: Press Release dated May 5, 2022 announcing financial results for the first quarter
ended March 31,2022
Note Regarding Non-GAAP Financial Measures
Income Statement Notables, page 5
5.Please tell us how you considered Question 100.04 of the Non-GAAP C&DIs and Rule
100(b) of Regulation G as the removal of changes in MSR, MSR Liability and Reverse
fair value in the determination of your non-GAAP adjusted pre-tax income (loss) appears
to be a tailored accounting measurement.
6.Additionally, please tell us how these adjustments are meaningful to financial statement
users.  Your disclosure that the adjustments are consistent with your intent of providing
investors with a supplemental means of evaluating your net income/(loss) does not
indicate why the the adjustments or a supplemental means is meaningful or useful as
contemplated in Item 10(e)(1)(i)(C) of Regulation S-K.

 FirstName LastNameGlen A. Messina
 Comapany NameOcwen Financial Corporation
 July 11, 2022 Page 4
 FirstName LastName
Glen A. Messina
Ocwen Financial Corporation
July 11, 2022
Page 4
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mark Brunhofer at 202-551-3638 or David Irving at 202-551-3321 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

April 25, 2019
Glen A. Messina
President and Chief Executive Officer
Ocwen Financial Corporation
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
Re:Ocwen Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 27, 2019
File No. 001-13219
Dear Mr. Messina:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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April
17, 2019

VIA
EDGAR

Ms.
Michelle Miller

Mr.
Marc Thomas

Office
of Financial Services

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, 2018

    Filed
    February 27, 2019

    File
    No. 001-13219

Dear
Ms. Miller and Mr. Thomas:

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 dated April 4, 2019 (the “Comment Letter”),
regarding the Company’s Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”). Any capitalized
terms not defined in this letter have the meanings given to them in the Form 10-K.

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 in bold and followed it with our response.

Form
10-K for the Fiscal Year Ended December 31, 2019

Management’s
Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2018 versus 2017, page
62

    1.
    We
    note the continued decrease in subservicing fees retained by the Company on NRZ serviced MSRs in both fiscal 2017 and 2018.
    Please revise, in future filings, to disclose the average subservicing fees expressed as a percentage of UPB, retained on
    these NRZ serviced MSRs. In addition, disclose how the terms of both the September 2017 and the January 2018 New RMSR Agreements
    with NRZ impacted the fees recognized on serviced loans in each period presented.

Response

In
response to the Staff’s comment, the Company will include in its future periodic filings the average subservicing fees retained
by the Company expressed as a percentage of UPB.

Ocwen
Financial Corporation

1661
Worthington Road, Suite 100, Centrepark West, West Palm Beach, FL 33409

The
Company will also disclose in its future periodic filings how the terms of the July 2017 and January 2018 New RMSR Agreements
with NRZ impacted the fees recognized on loans serviced in each period presented.

The
Company plans to include disclosure similar to the language below in its upcoming Form 10-Q for the three months ended March 31,
2019 (“First Quarter Form 10-Q”):

In
2017 and early 2018, we renegotiated our agreements with NRZ to more closely align with a typical subservicing arrangement whereby
we receive a base servicing fee and certain ancillary fees, primarily late fees, loan modification fees and Speedpay fees. We
may also receive certain incentive fees or pay penalties tied to various contractual performance metrics. We received upfront
cash payments of $54.6 million and $279.6 million from NRZ in connection with the 2017 and 2018 amendments. These upfront payments
generally represent the net present value of the difference between the future revenue stream Ocwen would have received under
the original agreements and the future revenue Ocwen will receive under the renegotiated agreements. These upfront payments amortize
through the remaining term of the original agreements (April 2020). Accordingly, the aggregate economics of these agreements will
be similar through the end of April 2020, although cash receipts will be lower in future periods as a result of the upfront payments.

As
a result of the 2017 and 2018 Agreements, our retained subservicing fees for the three months ended March 31, 2019 and 2018 were
$[●] and $[●], respectively, representing average subservicing fees retained by the Company as a percentage of UPB of
[●]% and [●]%, respectively. We also recognized revenue of $[●] and $[●] for the three months ended March
31, 2019 and 2018, respectively, in connection with the amortization of the lump-sum cash payments received under the agreements.
Thus, retained subservicing fees and amortization of the lump-sum cash payments totaled $[●] and $[●] for the three
months ended March 31, 2019 and 2018, respectively.

    2.
    Please
    revise to discuss, in future filings, to more thoroughly address and explain reasons for the individual changes in the specific
    inputs which have impacted the MSR valuation adjustments in each of the periods presented. For example, discuss why the benchmarking
    updates to non-Agency MSRs were reflected in fiscal 2017 and not in 2018.

Response

In
response to the Staff’s comment, the Company will expand its disclosure in future periodic filings to address the reasons
for the individual changes in the specific inputs that impact the MSR valuation adjustment in each of the periods presented.

Ocwen
Financial Corporation

1661
Worthington Road, Suite 100, Centrepark West, West Palm Beach, FL 33409

The
Company plans to include disclosure similar to the language below in its First Quarter Form 10-Q:

MSR
valuation adjustments, net, increased $[●] million, or [●]%, as compared to the first quarter of 2018, primarily due
to portfolio runoff and the 30 basis point decline in the 10 year swap rate in the first quarter 2019, as compared to the corresponding
38 basis point increase in the first quarter 2018. $[●] million of the increase in MSR valuation adjustments, net, was due
to runoff and the impact of changes in interest rates on the value of the PHH MSR portfolio. The PHH MSR portfolio is primarily
Agency MSRs that are more sensitive to interest rate changes. Fair value adjustments to our MSRs are offset by fair value adjustments
related to the NRZ financing liabilities, which are recorded in interest expense.

With
respect to the example referenced in the above comment regarding the impact of benchmarking on the MSR valuation, there were no
benchmarking changes in 2018, which is why they were not specifically referenced as a 2018 change and were discussed as a change
in 2017. The Company utilizes third-party valuation experts in connection with its estimate of the fair value of MSRs as discussed
in Note 4 – Fair Value of the Company’s 2018 financial statements. The third-party valuation experts generally utilize:
(a) market transactions for instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics
of the asset or liability being valued; and/or (b) industry-standard modeling in arriving at their estimate of fair value.

The
key assumptions used in the valuation of MSRs are evaluated and updated, as appropriate, at each reporting period. As a general
matter, changes to fair value are less frequently attributable to benchmarking as such adjustments are driven by broader market
developments as opposed to changes to the other inputs such as interest rates which generally change every reporting period. With
respect to the benchmarking changes in 2017, observable benchmark transactions in the non-Agency MSR market occurred, a change
from prior periods where little to no such transactions were taking place. The third-party valuation experts utilized these market
transactions to re-calibrate their models, resulting in a significant increase in the fair value of the Company’s non-Agency
MSRs. There were no similar benchmarking changes in 2018, which is why they were not specifically referenced as a 2018 change.

    3.
    We
    note the decreases in compensation and benefits, in occupancy and equipment and in technology and communications expenses
    in fiscal 2018 compared 2017. We note the significant continued reduction in overseas and total average employment in both
    fiscal 2017 and 2018 and also the increase in unutilized operating space. Please revise, in future filings, to discuss whether
    this trend is expected to continue and the expected costs involved, in light of the PHH acquisition and the increase in the
    number of U.S. based employees.

Response

In
response to the Staff’s comment, the Company will include disclosure in its future periodic filings that addresses whether
the cost reductions in compensation and benefits, in occupancy and equipment and in technology and communications expenses will
continue in light of the PHH acquisition.

Ocwen
Financial Corporation

1661
Worthington Road, Suite 100, Centrepark West, West Palm Beach, FL 33409

In
the Company’s First Quarter Form 10-Q, in the Overview sub-section of “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” the Company intends to build on its Form 10-K disclosures relating to
its plans to re-engineer its cost structure to go beyond eliminating redundant costs. In doing so, the Company will disclose that
it intends to lower its expenses substantially, including in the areas of compensation and benefits, occupancy and equipment and
technology and communications, and that the implementation of the Company’s cost reduction strategy will result in integration
related expenses in 2019, primarily relating to severance and retention and facilities closures.

The
Company plans to include disclosure similar to the language below in its First Quarter Form 10-Q:

Compensation
and benefits expense for the first quarter of 2019, which included $[●] million attributed to PHH, increased $[●] million,
or [●]%, largely due to PHH headcount and severance costs recognized in connection with our announcement of integration-related
headcount reductions of approximately 1,300 primarily U.S. based employees. Partially offsetting the PHH costs and severance,
is an $[●] million decline in compensation and benefits expense versus the first quarter of 2018, reflecting the results
of our efforts to align headcount in our servicing operations and corporate segment with the size of our servicing portfolio as
well as the strategic decisions executed in late 2017 and early 2018 to exit the automotive capital services business and the
forward lending correspondent and wholesale channels. U.S.-based headcount at March 31, 2019 includes 1,103 PHH employees.

Technology
and communication expense was $[●] million, or [●]%, higher for the first quarter of 2019 as compared to the first quarter
of 2018. The $[●] million increase attributable to PHH was offset by the results of our cost reduction efforts which included
bringing technology services in-house.

Occupancy
and equipment expenses of $[●] million, including $[●] million attributable to PHH, was $[●] million, or [●]%,
higher for the first quarter of 2019 as compared to the first quarter of 2018. Offsetting the increase attributable to PHH was
a decline of $[●] million resulting from our cost reduction efforts which include consolidating vendors and closing and consolidating
certain facilities.

Ocwen
Financial Corporation

1661
Worthington Road, Suite 100, Centrepark West, West Palm Beach, FL 33409

    4.
    We
    note the decline in professional services expenses in fiscal 2018. Please revise, in future filings, to discuss the specific
    reasons for declines in specific individual expense types between periods. For example, address why there was a decline in
    legal expenses in 2018 compared to 2017 and why was there a reduction in fees with the MSR conversion with NRZ. In addition,
    given that you are responsible for future fees, disclose the costs for “subsequent fees” moving forward as well
    the nature of these to be incurred expenses.

Response

In
response to the Staff’s comment, the Company will expand its discussion in its future periodic filings of the specific reasons
for changes in specific individual types of professional expenses between periods.

The
Company plans to include disclosure similar to the language below in its First Quarter Form 10-Q:

Professional
services expense, including $[●] million attributed to PHH, was $[●] million, or [●]%, lower for the first quarter
of 2019 compared to the same period in 2018, primarily due to the recovery of amounts previously recognized as expense upon resolution
of an affirmative lawsuit of $[●] million, a $[●] million decline in provisions for probable losses in connection with
litigation and a $[●] million decline in fees related to the PHH acquisition, offset by a $[●] million increase in fees
incurred in connection with our conversion of NRZ’s Rights to MSRs to fully-owned MSRs. These fees are primarily legal fees
of our counsel and the fees of counsel of counterparties that we are required to pay. NRZ is responsible for 50% of the costs
that are incurred in connection with the MSR conversions. The Company does not expect to incur significant costs in connection
with the MSR conversions in the future.

Notes
to the Consolidated Financial Statements

Note
9 - Rights to MRSs

Ocwen
Transactions, page F-41

    5.
    Please
    revise to disclose, at each period presented, the remaining deferred revenue amounts received from NRZ in the form of lump-sum
    payments under the September 2017 and January 2018 agreements. Tell us why it is appropriate, and the accounting basis, for
    recognizing these amounts as revenue over the initial term of the original agreements, which is generally April 2020, as opposed,
    for example, to the expected term of the underlying loans which are being serviced under the NZR agreements. In addition,
    provide a rollforward of activity as it relates to these deferred revenue amounts for each period presented.

Response

As
further discussed below, in response to the Staff’s comment, the Company will expand its disclosures in its future periodic
filings to provide a rollforward of activity as it relates to the financing liability associated with the 2017 and 2018 amendments
to the NRZ agreements. The Company will also provide an estimate of the amounts expected to be recognized as interest expense
in 2019 and 2020.

Ocwen
Financial Corporation

1661
Worthington Road, Suite 100, Centrepark West, West Palm Beach, FL 33409

In
2017 and early 2018, the Company amended its agreements with NRZ to more closely align with a typical subservicing arrangement
whereby the Company receives a base servicing fee and certain ancillary fees, primarily late fees, loan modification fees and
Speedpay fees. The Company may increase the servicing fees earned by performance that exceeds specified service level agreements.
The Company received upfront cash payments of $54.6 million and $279.6 million from NRZ in connection with the 2017 and 2018 amendments.
These upfront payments generally represent the net present value of the difference between the future revenue stream Ocwen would
have received under the original agreements and the future revenue Ocwen will receive under the amended agreements.

In
determining the proper accounting treatment, the Company reviewed the guidance of Accounting Standards Codification (ASC) 470-10-25-2,
Debt, which provides factors to consider in determining whether the lump-sum payments should be classified as deferred
revenue or debt. The Company concluded the criteria of ASC 470-10-25-2(b) was met, and therefore, classification as debt was appropriate.
The Company has significant continuing involvement with respect to the generation of cash flows from the underlying mortgage loans
as a result of its subservicing responsibilities pursuant to the subservicing agreement. Accordingly, the lump-sum payments are
classified as a secured financing on the consolidated balance sheet.

As
noted above, the 2017 amendment entitled Ocwen to lump-sum payments in exchange for modification of the servicing fee(s) in the
original agreements (expiring April 2020). The weighted average servicing fees in the original agreements were approximately 25
basis points versus the modified servicing fees of approximately 12 basis points under the 2017 amendment. The lump-sum payments
received by the Company represented the net present value of the approximately 13 basis point buy-down in the servicing fees over
the remaining t

April 4, 2019
Glen A. Messina
President and Chief Executive Officer
Ocwen Financial Corporation
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
Re:Ocwen Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 27, 2019
File No. 001-13219
Dear Mr. Messina:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations for the
Year Ended December 31, 2018 versus 2017, page 62
1.We note the continued decrease in subservicing fees retained by the Company on NRZ
serviced MSRs in both fiscal 2017 and 2018.  Please revise, in future filings, to disclose
the average subservicing fees expressed as a percentage of UPB, retained on these NRZ
serviced MSRs.  In addition, disclose how the terms of both the September 2017 and the
January 2018 New RMSR Agreements with NRZ impacted the fees recognized on
serviced loans in each period presented.

2.Please revise to discuss, in future filings, to more thoroughly address and explain reasons
for the individual changes in the specific inputs which have impacted the MSR valuation
adjustments in each of the periods presented. For example, discuss why the benchmarking
updates to non-Agency MSRs were reflected in fiscal 2017 and not in 2018.

 FirstName LastNameGlen A.  Messina
 Comapany NameOcwen Financial Corporation
 April 4, 2019 Page 2
 FirstName LastName
Glen A.  Messina
Ocwen Financial Corporation
April 4, 2019
Page 2
3.We note the decreases in compensation and benefits, in occupancy and equipment and in
technology and communications expenses in fiscal 2018 compared 2017. We note the
significant continued reduction in overseas and total average employment in both fiscal
2017 and 2018 and also the increase in unutilized operating space. Please revise, in future
filings, to discuss whether this trend is expected to continue and the expected costs
involved, in light of the PHH acquisition and the increase in the number of U.S. based
employees.
4.We note the decline in professional services expenses in fiscal 2018. Please revise, in
future filings, to discuss the specific reasons for declines in specific individual expense
types between periods. For example, address why there was a decline in legal expenses in
2018 compared to 2017 and why was there a reduction in fees with the MSR conversion
with NRZ. In addition, given that you are responsible for future fees, disclose the costs for
“subsequent fees” moving forward as well the nature of these to be incurred expenses.
Notes to the Consolidated Financial Statements
Note 9 - Rights to MRSs
Ocwen Transactions, page F-41
5.Please revise to disclose, at each period presented, the remaining deferred revenue
amounts received from NRZ in the form of lump-sum payments  under the September
2017 and January 2018 agreements. Tell us why it is appropriate, and the accounting
basis, for recognizing these amounts as revenue over the initial term of the original
agreements, which is generally April 2020, as opposed, for example, to the expected term
of the underlying loans which are being serviced under the NZR agreements. In addition,
provide a rollforward of activity as it relates to these deferred revenue amounts for each
period presented.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michelle Miller at 202-551-3368 or Marc Thomas at 202-551-3452
with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

October 7, 2015

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 Dece mber 31, 2014
Filed May 11, 2015
File No. 001 -13219

Dear Mr. Bourque :

We have com pleted our review of your filing and your proposed changes to future
disclosure.  We remind you that our comments or changes to disclosure in response to our
comments do not  foreclose the Commission from taking any action with respect to the company
or 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 Unite d States.
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 information the Securities Exchange Act of 1934
and all applicable rules require.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney
Office of Financial Services

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

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

March 2, 2015

Via E -mail
Mr. Michael R. Bourque, Jr.
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, 2013
Filed March 3, 2014
File No. 00 1-13219

Dear Mr. Bourque :

  We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief

CORRESP
1
filename1.htm

OCWEN FINANCIAL
CORPORATION

1000 Abernathy
Road NE, Suite 210

Atlanta, GA
30328

February
13, 2015

VIA EDGAR

FOIA Confidential Treatment Request

    Confidential Treatment Request Pursuant to

17 C.F.R. § 200.83 and the Freedom of

Information Act

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

                                         Amendment #1 to Form 10-K for the Fiscal Year Ended December 31, 2013

                                         Filed August 18, 2014

                                         Form 10-Q for Fiscal Quarter Ended September 30, 2014

                                         Filed October 31, 2014

                                         Response dated August 22, 2014

                                         File No. 001-13219

Dear Mr. Rodriguez:

This letter is
submitted as the response of Ocwen Financial Corporation (the “Company” or “Ocwen”) to the additional
comments of the staff of the U.S. Securities and Exchange Commission contained in a letter from you dated February 4, 2015 (the
“Comment Letter”), regarding the Company’s Amendment #1 to Form 10-K for the fiscal year ended December 31,
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 above the Company’s response.

    1

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

Form 10-K/A for the
Fiscal Year Ended December 31, 2013

Note 1A – Restatement
and Revision of Previously Issued Consolidated Financial Statements, page F-17

 1. We
                                         acknowledge your response to prior comment one in the letter dated December 18, 2014.
                                         The fair value of an asset or liability is the best available point estimate of fair
                                         value under ASC 820. Please tell us how you determined and concluded that your GAAP accounting
                                         policy for the mortgage servicing rights financing liability approximated its carrying
                                         value as long as the carrying value was within 5% of the fair value of the liability.
                                         Please also tell us the factors considered in subsequently concluding that the use of
                                         the 5% threshold to approximate the carrying value of your mortgage servicing right financing
                                         liability was an error that resulted in the restatements of the December 31, 2013 audited
                                         financial statements and March 31, 2014 interim financial statements.

Response

The
Company utilizes third party valuation experts in connection with the level 3 valuation of its mortgage servicing rights (MSRs).
The third party valuation experts provide a valuation range around a point estimate of fair value, typically expressed in basis
points above and below the point estimate (or mid-point).

As
noted in ASC 820-35-24A, when a valuation technique is used to estimate the fair value of an asset or liability the “objective
of using a valuation technique is to estimate the price at which an orderly transaction to sell the asset or to
transfer the liability would take place between market participants at the measurement date under current market conditions”
(emphasis added). However, the Company previously employed an accounting convention whereby amortized carrying value was deemed
to represent fair value to the extent it was within +/-5% of the third party valuation experts point estimate for the MSRs underlying
the mortgage servicing rights financing liability. The Company believed this accounting convention was, and would continue to
be, a reasonable estimate of fair value due to:

 ·  the
                                         nature of the underlying MSRs, which were largely insensitive to changes in interest
                                         rates, one of the most significant inputs impacting the fair value of MSRs,

 ·  the
                                         variability in valuation assumptions market participants could and do use in valuing
                                         MSR, and

 ·  the
                                         +/-5% threshold was always within the range of values provided by our third party valuation
                                         experts.

    2

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

In
connection with the preparation of its June 30, 2014 interim financial statements, the Company re-examined its application of
the +/-5% accounting convention. The Company concluded that the accounting convention that had previously been adopted was not
appropriate under GAAP as the carrying amount of the financing liability was not being adjusted to the point estimate of the underlying
MSRs because changes in fair value had been within the +/-5% threshold. The impact of the use of the prior accounting convention
on all prior periods affected was then quantified and evaluated in accordance with Staff Accounting Bulletin Nos. 99 and 108,
Materiality (SAB 99 and SAB 108) from a quantitative perspective using the roll-over method and iron curtain method and
from a qualitative perspective. After undertaking this analysis, the Company concluded the impacts in certain prior periods were
material and a restatement of our previously issued financial statements was necessary.

 2. We
                                         acknowledge your response to prior comment two in the letter dated December 18, 2014.
                                         Please tell us how you determined the annual materiality threshold referred to in your
                                         response was appropriate to your fact pattern. Please provide us with your materiality
                                         analysis for each quarter in 2012 and the annual period ended December 31, 2012. Please
                                         explain the quantitative and qualitative factors considered in your determination that
                                         the uncorrected misstatements were immaterial each quarter and for the annual period
                                         ending December 31, 2012. Please refer to ASC 250-10-S99.

Response

As
noted in the Company’s response to comment 1 above, the impact of the use of the prior accounting convention on prior periods
was evaluated in accordance with Staff Accounting Bulletin Nos. 99 and 108, Materiality (SAB 99 and SAB 108) from a quantitative
perspective using the rollover and iron curtain methods and from a qualitative perspective. After undertaking this analysis, the
Company concluded the impacts were not material for each quarter and for the annual period ended December 31, 2012.

Quantitative
Considerations

In
reviewing the quantitative impact of the accounting convention, the Company applied the rollover and iron curtain methods for
each quarter and for the annual period ended December 31, 2012. In applying these methods, the Company also established an annual
2012 materiality threshold by which to measure the impact.

    3

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

Materiality
threshold

The Company determined
earnings to be the most significant factor to users of the financial statements. Earnings information for 2012 is presented below:

    Ocwen Financial Corporation
    2012

    Pre-Tax Income (Loss)
    $ 257,508,000

    Net Income (Loss)
    $ 180,923,000

    Earnings per Share (Basic)
    $ 1.35

    Earnings per Share (Diluted)
    $ 1.31

Overall materiality
is used to assess whether aggregated misstatements at the level of an individual significant account are material to the consolidated
financial statements. In determining overall materiality in the income statement, the Company considered ***% as a reasonable
threshold to apply to pre-tax income. When the Company applies this threshold to the full year 2012 results, the result was overall
materiality of $*** million. The Company determined overall materiality on a pre-tax basis because most misstatements will first
be evaluated on a pre-tax basis. The Company also reviewed overall materiality in relation to net income based upon full year
2012 results, which calculates to $*** million.

Roll-over and
Iron Curtain Methods

The Company respectfully
refers the Staff to Exhibit A of this letter which presents the disaggregated quantitative assessments under the iron curtain
and rollover methods for each quarter and for the annual period ended December 31, 2012.

Under the rollover
method, all periods were less than the Company’s 10% ‘rule of thumb’ materiality threshold, except with respect
to the fourth quarter of 2012. Specifically in regards to the fourth quarter of 2012, the impact was only marginally higher than
the 10% ‘rule of thumb’ threshold and below the Company’s annual 2012 materiality threshold of $*** million.
Management concluded therefore that the uncorrected misstatements in the quarterly and annual periods ended December 31, 2012,
were immaterial from a quantitative perspective under the rollover method.

Under the iron
curtain method, the amounts were generally a low percentage of reported net income. None of the 2012 quarterly periods exceeded
the 10% ‘rule of thumb’ or the Company’s materiality thresholds in the respective periods. Management therefore
concluded the uncorrected misstatements in the quarterly and annual period ended December 31, 2012 were not material under the
iron curtain method.

*** Indicates
that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

    4

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

Qualitative
Considerations

Qualitative considerations
apply to evaluating materiality with respect to the financial statements and to additional factors that relate to the perceived
needs of a reasonable user who will rely on the information. Qualitative factors would include items that may render material
a quantitatively small misstatement of a financial statement item such as:

 · Whether
                                         the misstatement arises from an item capable of precise measurement or whether it arises
                                         from an estimate and, if so, the degree of imprecision inherent in the estimate;

 · Whether
                                         the misstatement masks a change in earnings or other trends;

 · Whether
                                         the misstatement hides a failure to meet analysts’ consensus expectations for the
                                         enterprise;

 · Whether
                                         the misstatement changes a loss into income or vice versa;

 · Whether
                                         the misstatement concerns a segment or other portion of the registrant’s business
                                         that has been identified as playing a significant role in the registrant’s operations
                                         or profitability;

 · Whether
                                         the misstatement affects the registrant’s compliance with regulatory requirements;

 · Whether
                                         the misstatement affects the registrant’s compliance with loan covenants or other
                                         contractual requirements;

 · Whether
                                         the misstatement has the effect of increasing management’s compensation –
                                         for example, by satisfying requirements for the award of bonuses or other incentive compensation;
                                         and

 · Whether
                                         the misstatement involves concealment of an unlawful transaction.

The qualitative
factors considered and the Company’s analysis of each qualitative factor is included as Exhibit B to this letter. The Company
evaluated each of the qualitative factors as detailed in Exhibit B and similarly concluded the impact of the error in regards
to each quarter and the annual period ended December 31, 2012, was immaterial.

Conclusion

Considering
both the quantitative and qualitative factors discuss in this response, the Company concluded the uncorrected misstatements were
not material to the consolidated financial statements for each of the quarters and the year ended December 31, 2012.

    5

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

If you have any questions
or comments, please call me at (340) 713-7760 at your earliest convenience.

    Sincerely,

    /s/ Michael R.
    Bourque, Jr.

    Michael R. Bourque,
    Jr.

    Chief Financial
    Officer

    cc:
    Marc Thomas, Staff Accountant,
    Securities and Exchange Commission

    Ronald M. Faris, President and Chief Executive
    Officer

    Timothy M. Hayes, Executive Vice President,
    General Counsel and Secretary

    6

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

EXHIBIT
A

***

*** Indicates
that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

    7

    Division of Corporation
    Finance
    CONFIDENTIAL
    TREATMENT REQUESTED BY

    Securities and Exchange Commission
    OCWEN FINANCIAL
    CORPORATION

    February 13, 2015

    OCN CTR 001

EXHIBIT B

Qualitative Assessment

1.	            Whether the
misstatement arises from an item capable of precise measurement or it arises from an estimate and the degree of imprecision inherent
in the estimate.

***

2.            	Whether the
misstatement masks a change in earnings or other trends.

***

3.	            Whether the
misstatement hides a failure to meet analysts’ consensus expectations for the enterprise.

***

4.	            Whether the
misstatement changes a loss into income or vice versa.

***

5.	            Whether the
misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant
role in the registrant’s operations or profitability.

***

6.	            Whether the
misstatement affects our compliance with regulatory requirements.

***

7.	            Whether the
misstatement affects our compliance with loan covenants or other contractual requirements.

***

8.	            Whether the
misstatement has the effect of increasing mana

February 4, 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
Amendment #1 to Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed August 18, 2014
Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Filed October 31, 2014
File No. 00 1-13219

Dear Mr. Bourque :

 We have reviewed your supplemental response s and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten busines s days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe future revisions
are appropriate, please tell us why in your response.

After reviewing the information  you provide in response to these  comments, we may
have  additional comments.

Form 10 -K/A for the Fiscal Year Ended December 31, 2013

Note  1A – Restatement and Revision of Previously Issued Consolidated Financial Statements,
page F -17

1. We acknowledge your response to prior comment one in the letter dated December 18,
2014.  The fair value of an asset or liability is the best available poin t estimate of fair
value under ASC 820.  Please tell us how determined and concluded that your GAAP
accounting policy for the mortgage servicing right s financing liability approximated its
carrying value as long as the carrying value was within 5% of the f air value of the
liability.  Please also tell us the factors considered in subsequently concluding that the use
of the 5% threshold to approximate the carrying value of your mortgage servicing right

Mr. Michael R. Bourque, Jr.
Ocwen Financial Corporation
February 4, 2015
Page 2

 financing liability was an error that resulted in the res tatements of the December 31, 2013
audited financial statements and March 31, 2014 interim financial statements.

2. We acknowledge your response to prior comment two in the letter dated December 18,
2014.  Please tell us how you determined the annual materiality threshold referred to in
your response was appropriate to your fact pattern.   Please provide us with your
materiality analysis for each quarter in 2012 and the annual period ended December 31,
2012.  Please explain the quantitative and qualitative factors considered in your
determination that the uncorrected misstatements were immaterial each quarter and for
the annual period ending December 31, 2012.  Please refer to ASC 250 -10-S99.
Please address questions regarding all comments to Marc Thomas, Staff Accountant, at (202)
551-3452 or, if you thereafter need further ass istance, to me at (202) 551 -3752 .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief

CORRESP
1
filename1.htm

January
13, 2015

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

                                         Amendment #1 to Form 10-K for
                                         the Fiscal Year Ended December 31, 2013

                                         Filed August 18, 2014

                                         Form 10-Q for Fiscal Quarter
                                         Ended September 30, 2014

                                         Filed October 31, 2014

                                         Response dated August 22, 2014

                                         File No. 001-13219

Dear
Mr. Rodriguez:

This
letter is submitted as the response of Ocwen Financial Corporation (the “Company” or “Ocwen”) to the additional
comments of the staff of the U.S. Securities and Exchange Commission contained in a letter from you dated December 18, 2014 (the
“Comment Letter”), regarding the Company’s Amendment #1 to Form 10-K for the fiscal year ended December 31,
2013 and the Company’s Form 10-Q for the fiscal quarter ended September 30, 2014 (the “Third Quarter Form 10-Q”).
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-K/A for the Fiscal Year Ended December 31, 2013

Note
1A – Restatement and Revision of Previously Issued Consolidated Financial Statements, page F-17

 1. Please
                                         explain the nature of the error in the application of the interest method in accounting
                                         for a financing liability which resulted in the restatement of the financial statements
                                         for the fiscal year ended December 31, 2013 and the interim period ending March 31, 2014.
                                         Please address the previous accounting, why you revised your accounting and why you consider
                                         the accounting revision the correction of an error in accordance with GAAP.

Response

The
Rights to MSRs transactions are accounted for as secured financings. Prior to the restatement, the amortization of the financing
liability was estimated based upon actual amortization of the MSRs underlying the financing liability. To the extent the carrying
value of the financing liability was within 5% of the fair value of the MSRs underlying the financing liability (the net present
value of the estimated cash flows), the Company viewed the carrying value as approximating fair value at each reporting date.
The Company estimated the fair value of the financing liability by obtaining the fair value of the MSRs underlying the Rights
to MSRs transactions from independent third party valuation experts, a level 3 valuation. To the extent the carrying value was
outside a threshold of 5% of the fair value of the underlying MSRs, the Company would have adjusted its carrying value of the
financing liability.

The
Company concluded the use of the 5% threshold was an error in its determination of the carrying value of the financing liability
and corrected the error as part of the restatement.

 2. Given
                                         that the Company entered into transactions with HLSS beginning with the initial transaction
                                         on March 5, 2012, please explain to us how you concluded that the error in the application
                                         of the interest method for a financing liability did not also impact the 2012 audited
                                         financial statements.

Response

The
error did impact the 2012 financial statements, however, the Company concluded the 2012 quarterly and annual errors were immaterial
based upon a review of both quantitative and qualitative factors.

The
Company evaluated the impact of the error to all periods from the inception of the transactions considering both the roll-over
and iron curtain methods. The annual impact on 2012 net income was 4.0% under both the roll-over and iron curtain methods and
the quarterly impact on net income for each quarter of 2012 under both the roll-over and iron curtain methods was 4.0% or less,
except for the fourth quarter of fiscal year 2012, for which the impact on 2012 net income was 10.2% under the roll-over method.
Although the fourth quarter of fiscal year 2012 had a higher percentage impact relative to the reported net income for period,
the amount of the error was $7.3 million, which is below the Company’s annual materiality threshold. Based on the foregoing,
management concluded the uncorrected misstatements in the quarterly and annual periods ended December 31, 2012 were immaterial
from a quantitative perspective. Management also considered the qualitative factors outlined in Topic 1.M. of the Staff’s
Accounting Bulletin codification and concluded the uncorrected misstatements in the quarterly and annual periods ended December
31, 2012 were immaterial from a qualitative perspective.

 3. Please
                                         tell us the specific internal controls implemented to properly allocate cash payments
                                         between principal and interest in connection with the financing liability.

Response

Monthly,
the Senior Financial Analyst, Finance calculates the principal repayment and interest expense for MSRs pledged to a third party
and accounted for as a financing liability to record to the general ledger, and adjusts the financing liability to fair value.
The Assistant Manager reviews and approves the calculation and journal entry.  Control is evidenced by approved journal entry.

Note
25 – Business Segment Reporting, page F-69

 4. We
                                         note the net margin on non-Agency servicing is higher than margins on the conventional
                                         and government insured servicing. Please tell us how the company determines the net margins
                                         on each of the different types of servicing provided.

Response

Net
margin in this case represents the difference between contractual service and ancillary fee income less the costs associated with
servicing in accordance with those contracts.

We
have disclosed average contractual services fees of 44, 29 and 32 basis points in connection with our non-Agency, conventional
and government insured owned servicing, respectively. We also note that non-Agency owned servicing provides the opportunity for
higher ancillary income.

Delinquencies
are generally higher in our non-Agency servicing portfolio. The cost of servicing delinquent (non-performing loans) is
generally higher than the cost of servicing performing loans primarily because the loss mitigation techniques that we must
employ to keep borrowers in their homes or to foreclose, if necessary, are more costly than the techniques used in handling a
performing loan. This increase in operating expenses is offset in part by increased late fees for loans that become
delinquent but do not enter the foreclosure process. Incentive and other ancillary fee income serves as compensation for
these higher servicing costs.

While
the cost of servicing performing loans may be lower, there are additional costs incurred solely in connection with our
conventional and government insured servicing, including penalties in connection with loan resolution timelines over
contractual standards, strict limits on the types and amounts of costs that are reimbursable and contractual loss sharing of
delinquent interest and principal losses. We may also have higher costs due to indemnifications we provide to conventional
and government insured investors.

As
discussed in our response to your comment letter of August 8, 2014, our servicing operations are organized functionally (i.e.,
without regard to type of investor serviced). Accordingly, we do not measure or track net margin by investor type. However, our
qualitative conclusion is supported by the above, whereby higher costs to service non-Agency portfolios are offset by higher ancillary
income opportunities and the lower costs to service conventional and government-insured portfolios are offset by additional costs
unique to these portfolios. As noted above, there are, on average, lower contractual service fees earned on conventional and government-insured
portfolios, leading to our statements in regards to lower net margins.

 5. Please
                                         disclose in future filings revenues generated from the conventional, government insured
                                         and non-Agency servicing portfolios in each of the last three fiscal periods as well
                                         as the interim reporting periods during 2014 in accordance with ASC 280-10-50-40.

Response

We
believe our existing disclosures comply with the requirements of ASC 280-10-50-40. We respectfully submit that ASC 280-10-50-40
does not require us to disclose revenues generated from our conventional, government insured and non-Agency servicing portfolios.
As discussed in our response to your comment letter of August 8, 2014, our servicing operations are organized functionally (i.e.,
without regard to type of investor serviced). For example, the same loss mitigation function supports the entire servicing operating
segment. We do not record our revenues in terms of investor type and we do not generate discrete financial results by investor
type. While the Company does provide certain general disclosures related to contractual servicing fees by investor type and notes
certain differences between these investor types in its disclosures, our servicing operations are not conducted by type of investor
serviced. Accordingly, the servicing provided to each type of investor does not constitute a different service or product that
would require disclosures of separate revenues under ASC 280-10-50-40.

Form
10-Q for Fiscal Quarter Ended September 30, 2014

Notes
to Unaudited Consolidated Financial Statements

Note
11- Borrowings

Covenants,
page 35

 6. Please
                                         tell us whether you are in compliance with all the qualitative and quantitative covenants
                                         as of September 30, 2014. We note you revised your disclosures that “We are in
                                         compliance with all of our qualitative and quantitative covenants” at June 30,
                                         2014 to “We believe that we are in compliance with all of our qualitative and quantitative
                                         covenants” at September 30, 2014.

Response

The
Company modified its disclosure simply because it is the Company’s belief that it is in compliance while as a technical
matter a counterparty could take a different view. No counterparty has asserted that we are not in compliance with the qualitative
and quantitative covenants in our borrowing agreements as of September 30, 2014.

Note
22 – Commitments and Contingencies, page 47

Litigation
Contingencies

 7. Please
                                         further explain the nature of the tolling agreements related to certain securitizations
                                         in your next response letter and the estimated dollar amount of potential claims under
                                         these agreements.

Response

Between
February and May 2013, Ocwen entered into tolling agreements with Amherst Advisory & Management, LLC, the purported advisor
or manager to one or more certificate holders in eight securitizations.  The agreements tolled for one year potential claims
that could be asserted by Amherst or the trustee for each securitization, who was named as a third party beneficiary of the agreements,
against Ocwen related to the types of alleged claims set forth at Note 22, namely repurchase claims brought against mortgage loan
sellers based on alleged breaches of representations and warranties.  Seven of these agreements were amended in March 2014
for an additional one-year period.  Amherst represented that its clients sold their certificates related to the eighth securitization
and therefore did not seek to amend the eighth tolling agreement.  We believe that any such tolled claims would be without
merit and, if necessary, would vigorously defend against them. At this time, we are unable to predict the ultimate outcome of
these tolled claims, the possible loss or range of loss, if any, associated with the resolution of these claims or any potential
impact they may have on us or our operations. If, however, we were required to compensate claimants for losses related to the
alleged loan servicing breaches, then our business, financial condition and results of operations could be adversely affected.

Regulatory
Contingencies

 8. We
                                         note you accrued $100 million during the quarter ended September 30, 2014 for losses
                                         that you believed were probable and reasonably estimable related to the New York Department
                                         of Financial Services litigation. Please more fully explain how you determined this accrual
                                         in the most recent quarter ended.

Response

GAAP
has specific requirements that if met require the recognition of a liability or the disclosure of activities that may give rise
to future liabilities. In general, recognition of a loss contingency is required when both of the following conditions are met:

 1. Information
                                         available prior to the issuance of the financial statements indicates that it is probable
                                         that a liability had been incurred at the date of the financial statements, and

 2. the
amount of the loss can be reasonably estimated1.

 1 Per
                                         ASC 450-20-25-2.

In
addition to the requirement to accrue a liability, if no accrual is made or if an exposure to loss exists in excess of the amount
that is accrued, disclosure of the contingency shall be made when there is at least a reasonable possibility2 that
a loss or an additional loss may have been incurred. This disclosure shall indicate the nature of the contingency and shall give
an estimate of the possible loss or range of loss or state that such an estimate cannot be made3.

Finally,
for unasserted claims, disclosure is not required when there has been no manifestation by a potential claimant of an awareness
of a possible claim or assessment unless both of the following conditions are met:

 1. It
is considered probable that a claim will be asserted, and

 2. there
is a reasonable possibility that the outcome will be unfavorable4.

As
disclosed in our Third Quarter Form 10-Q, we were cooperating with the New York Department of Financial Services (NY DFS) with
respect to a number of matters. On September 8, 2014, the Company’s counsel orally communicated to the NY DFS a good faith
outline of a settlement proposal (Proposal) comprised of monetary and non-monetary components, including the payment of $100.0
million and agreement on such matters as the future role of an independent monitor and expansion of the Ocwen Board of Directors.
The Company, through its counsel, had been discussing the broad outlines of a possible resolution for some time and believed that
it was approaching

CORRESP
1
filename1.htm

December
22, 2014

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

    Amendment #1 to Form 10-K for the Fiscal Year Ended December 31, 2013

    Filed August 18, 2014

    Form 10-Q for Fiscal Quarter Ended September 30, 2014

    Filed October 31, 2014

    Response dated August 22, 2014

    File No. 001-13219

Dear Mr. Rodriguez:

Ocwen Financial Corporation (the "Company") received your letter dated December 18, 2014 (the "Comment Letter") setting forth additional comments of the staff (the "Staff") of the U.S. Securities and Exchange Commission concerning the above referenced Amendment #1 to Form 10-K for the fiscal year ended December 31, 2013 and Form 10-Q for the fiscal quarter ended September 30, 2014. The Comment Letter asked us to provide the information requested in your letter within ten business days or to advise the Staff when we will provide the requested response.

On December 22, 2014, John-Paul Motley of O'Melveny & Myers LLP, our outside counsel, spoke to Staff Accountant Marc Thomas and requested and received a further extension of time so that we can devote the appropriate time and resources to consider the Staff's comments and to complete our response. We intend to provide our response to the Comment Letter by January 13, 2015.

Please contact the undersigned at (340) 713-7760 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Michael R. Bourque, Jr.

    Michael R. Bourque, Jr.

    Chief Financial Officer

    cc:
    Marc Thomas, Staff Accountant, Securities and Exchange Commission

    Ronald M. Faris, President and Chief Executive Officer

    Timothy M. Hayes, Executive Vice President, General Counsel and Secretary

December 18 , 2014

Via E -mail
Mr. Michael R. Bourque, Jr.
Chief Financial Officer
Ocwen Financial Corporation
2002 Summit Boulevard. 6th Floor
Atlanta, Georgia  30319

Re: Ocwen Financial Corporation
Amendment #1 to Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed August 18, 2014
Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Filed October 31, 2014
Response dated August 22, 2014
File No. 00 1-13219

Dear Mr. Bourque :

 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten busines s days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe future revisions
are appropriate, please tell us why in your response.

After reviewing the information  you provide in response to these  comments, we may
have  additional comments.

Form 10 -K/A for the Fiscal Year Ended December 31, 2013

Note 1A – Restatement and Revision of Previously Issued Consolidated Financial Statements,
page F -17

1. Please explain the nature of the error in the application of the interest  method in
accounting for a financing liability which resulted in the restatement of the financial
statements for the fiscal year ended December 31, 2013 and the interim period ending
March 31, 2014.  Please address the previous accounting, why you revised  your
accounting a nd why you consider the accounting revision the correction of an error in
accordance with GAAP.

Mr. Michael R. Bourque, Jr.
Ocwen Financial Corporation
December 1 8, 2014
Page 2

2. Given that the Company entered into transactions with HLSS beginning with the initial
transaction on March 5, 2012, please explain to us  how you concluded that  the error in
the application of the interest method for a financing liabili ty did not also impact the
2012 audited financial statements .

3. Please tell us the specific internal controls implemented to properly allocate cash
payments between principal and interest in connection with the financing liability.

Note 25 – Business Segment Reporting, page F -69

4. We note the net margin on non -Agen cy servicing is higher than margins on the
conventional and government insured servicing.   Please tell us how the company
determines the net margins on each of the different types of servicing provided.

5. Please disclose in future filings revenues genera ted from the conventional, government
insured and non -Agency servicing portfolios in each of the last three fiscal periods as
well as the interim reporting period s during 2014 in accordance with ASC 280 -10-50-40.

Form 10 -Q for Fiscal Quarter  Ended Sept ember 30, 2014

Notes to Unaudited Consolidated Financial Statements

Note 11 - Borrowings

Covenants, page 35

6. Please tell us whether you are  in compliance with all the qualitative and quantitative
covenants as of September 30, 2014.  We note  you revised your disclosures that “We are
in compliance with all of our qualitative and quantitative covenants” at June 30, 2014 to
“We believe that we are in compliance with all of our qualitative and quantitative
covenants” at September 30, 2014.

Note  22 – Commitments and Contingencies, page 47

Litigation Contingencies

7. Please further explain the nature of the tolling agreements related to certain
securi tizations in your next response letter and the estimated dollar amount of potential
claims under t hese agreements.

Regulatory Contingencies

8. We note you accrued $100 million during the quarter ended September 30, 2014 for
losses that you believed were probable and reasonably estimable related to the New York
Department of Financial Services litigation.  Please more fully explain how you
determi ned this accrual in the most recent quarter ended.

Mr. Michael R. Bourque, Jr.
Ocwen Financial Corporation
December 1 8, 2014
Page 3

Please address questions regarding all comments to Marc Thomas, Staff Accountant, at
(202) 551 -3452 or, if you thereafter need further ass istance, to me at (202) 551 -3752 .

Sincerely,

 /s/ Gus Rodriguez

Gus Rod riguez
        Accounting Branch Chief

CORRESP
1
filename1.htm

August
22, 2014

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, 2013

    Filed March 3,
        2014

        File No. 001-13219

Dear Mr. Rodriguez:

This letter
is submitted as the response of Ocwen Financial Corporation (the Company) to the comments contained in a letter from you dated
August 8, 2014 (the Comment Letter), regarding the Company’s Form 10-K for the fiscal year ended December 31, 2013. Any
capitalized terms not defined in this letter have the meanings given to them in the Form 10-K.

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-K filed for the Fiscal
Year Ended December 31, 2013

Risk Factors, page 11

 1. You
                                         disclose under risks relating to your business on page 20 that you use estimates to determine
                                         the fair value of certain Level 3 assets, such as mortgage servicing rights, and that
                                         you may be required to write down the value of certain assets due to increased prepayments
                                         or higher than expected defaults which could adversely affect your earnings. This risk
                                         factor is identical to the prior year’s risk factor and to the risk factor that
                                         has appeared in your 10-K reports dating back to the December 31, 2009 Form 10-K report.
                                         However, you disclose under Fair Value Measurements that 17% of the fair value of your
                                         assets or one dollar out of every six dollars in assets and 10% of the fair value of
                                         your liabilities were determined based on Level 3 inputs at December 31, 2013. This represents
                                         an increase in the percentage of your assets and liabilities whose fair value is determined
                                         based on Level 3 inputs from 11% of your assets and 0% of your liabilities at December
                                         31, 2012. Most of the increase in the amount of assets valued at fair value based on
                                         Level 3 inputs is due to the origination of reverse mortgages, a business that is substantially
                                         under-developed relative to its potential and that represents a potential source of long-term
                                         growth based on disclosures on page 3. Since considerable judgment is used in forming
                                         conclusions about Level 3 inputs and changes to these inputs could have a significant
                                         effect on your fair value measurements as you disclose on page 64. Please revise in future
                                         filings your risk factor to highlight the risks involved in valuing an increasing amount
                                         of your assets and liabilities based on Level 3 inputs.

Ocwen
Financial Corporation

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

Response

The Company
revised the risk factor in its Form 10-K/A filed on August 18, 2014 in response to the comment.

Notes to Consolidated
Financial Statements

Note 25 – Business
Segment Reporting, page F-57

 2. You
                                         disclose on page 40 that servicing fees earned in connection with your non-Agency servicing
                                         portfolio are generally higher than those you earn in connection with your conventional
                                         and government insured servicing portfolios. Your non-Agency servicing portfolio also
                                         provides you with the opportunity for higher ancillary income. While the cost to service
                                         your non-Agency servicing portfolio is generally higher, your net margin on non-Agency
                                         servicing is higher than the margins for your conventional and government insured servicing.
                                         You also disclose that subservicing fees typically range from 10 to 39 basis points on
                                         average. The lower fees earned under subservicing contracts are offset by lower interest
                                         expense on advance financing.

Since your servicing
portfolios appear to have different economic returns and perhaps a different class of customers, please tell us the operating
segments you have identified in accordance with ASC 280-10-50-1 through 280-10-50-9, the factors used to identify reportable segments
and the basis for aggregating identified operating segments into a single reportable segment based on the aggregation criteria
in ASC 280-10-50-11 and quantitative thresholds in ASC 280-10-50-12.

Response

The
Company has considered ASC 280 – Segment Reporting and concluded that it has a single operating and reportable segment
for Servicing. The Company’s analysis is described below.

Reportable
Segments

ASC 280-10-50-1
states that an operating segment is a component of a public entity that has all of the following three characteristics:
a) It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating
to transactions with other components of the same public entity); b) Its operating results are regularly reviewed by the public
entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess
its performance; and c) Its discrete financial information is available.

For purposes
of segment reporting in its 2013 Form 10-K, the Company concluded that its reportable segments are i) Servicing, ii) Lending,
and iii) Corporate Items and Other1.

In identifying
our operating segments, the Company considered the three characteristics of an operating segment defined in ASC 280-10-50-1,
noting that each characteristic is met.

 Ø Each
                                         of the operating segments engages in business activities from which it earns revenues
                                         and incurs expenses.

 Ø Senior
                                         management regularly reviews operating results for the operating segments for purposes
                                         of making decisions about resources to be allocated to each segment and assess performance.
                                         This is evidenced by monthly business results reports that are reviewed each month by
                                         senior management, including Mr. Ronald Faris, our President and CEO, who is our CODM.
                                         Our monthly business results reports are organized to present the operating results and
                                         various other operating metrics of the Company on a consolidated basis and for the Servicing
                                         business, the Forward and Reverse Lending business, and Corporate Items and Other.

 Ø Discrete
                                         financial information of the operating segments are available as evidenced in
                                         the monthly business results report. Total combined revenues of the reported segments
                                         exceed 75% of total consolidated revenues as required by ASC 280-10-50-14.

Servicing Segment

The Servicing
operating segment consists primarily of the core residential mortgage loan servicing business. Fees are earned for providing these
services to owners of the mortgage loans and foreclosed real estate. For 2013, the Servicing operating segment accounted
for 93% of total consolidated revenue of $2.0 billion. Commercial servicing generated $18.1 million total 2013 revenues which
is less than 1% of total consolidated revenues.

1 The Corporate Items and Other
reportable segment includes items of revenue and expense that are not directly related to a business, business activities that
are individually insignificant, interest income on short-term investments of cash, corporate debt and certain corporate expenses.

The portfolio
of residential servicing loans that the Company services includes Agency loans (loans conforming to the underwriting standards
of the government sponsored entities, the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage
Corporation (Freddie Mac) (collectively, the GSEs)), Government insured loans (loans insured by the Federal Housing Authority
(FHA) of the Department of Housing and Urban Development (HUD) or Department of Veterans Affairs (VA)) and non-Agency loans. Non-Agency
loans include residential loans that generally did not qualify under GSE guidelines and were sold into private label
securitizations.

The Company’s
Servicing operating segment consists of multiple types of servicing performed and product serviced based
on the type of investor that we service.

Type of Servicing Performed

The Company
performs three principal types of servicing — primary, master and subservicing. Primary servicing and subservicing involve
the collection and remittance of principal and interest payments received from borrowers, the administration of mortgage escrow
accounts, the collection of insurance claims, the management of loans that are delinquent or in foreclosure or bankruptcy, including
making servicing advances, evaluating loans for modification and other loss mitigation activities and, if necessary, foreclosure
referrals and real estate owned (REO) sales on behalf of investors or other servicers. Master servicing involves the collection
of payments from servicers and the distribution of funds to investors in mortgage and asset-backed securities and whole loan packages.
For 2013, master servicing generated $18.6 million total 2013 revenues which is less than 1% of total consolidated revenues.

We typically
earn contractual monthly servicing fees pursuant to servicing agreements (which are typically payable as a percentage of unpaid
principal balance (UPB)) as well as other ancillary fees in connection with residential mortgage loans for which we own
the mortgage servicing rights (MSRs). We also earn fees under subservicing and special servicing arrangements with banks and other
institutions that own the MSRs. We typically earn these fees either as a percentage of UPB or on a per loan basis.

While
the three principal types of servicing performed each earn revenue, we incur, report and monitor servicing expenses for the overall
Servicing operating segment, which aligns with the servicing organization structure, with all of the servicing operations reporting
to a single business manager who reports to the CODM. The operating expenses are recorded, tracked and managed at the
Servicing operating segment level. For example, the same loss mitigation function supports the entire Servicing operating
segment. As a result, the CODM monitors the operating results or performance and allocates resources/assets based on the Servicing
operating segment.

Accordingly,
while the Company does make certain general disclosures in relation to the relative, but not actual, costs incurred in connection
with each type of servicing, including references with respect to the generally higher costs to service delinquent loans, the
Company has concluded that none of the three types of servicing — primary, master or subservicing — meets the criteria
of an operating segment, because the second and third characteristics of an operating segment under ASC 280-10-50 are
not present.

Type of Investor
Serviced

The Company
generally categorizes its servicing portfolio by "product," that is, by the type of investor on behalf of whom we service the
loans. The product categories align with the loan categories noted above - Agency, Government insured and Non-Agency. While we
earn revenue in connection with each of these products, as noted above, operating expenses are not maintained by type of product
serviced, but instead are recorded, tracked and managed at the Servicing operating segment level. The Company also
does not generate discrete financial results for any of the products serviced. As a result, the CODM monitors the operating
results and allocates resources/assets consistent with the Servicing operating segment.

Accordingly,
while the Company does provide certain general disclosures related to a range of contractual base servicing fees earned
in connection with its servicing, including by product, and the related relative cost to service, driven by the types
of servicing performed, the Company has concluded that none of the three product types — Agency, Government
insured or Non-Agency — meets the criteria of an operating segment, because the second and third characteristics of an operating
segment under ASC 280-10-50 are not present.

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 (340) 713-7760 at your earliest convenience.

    Respectfully,

    /s/
    Michael R. Bourque, Jr.

    Michael R.
    Bourque, Jr.

    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

August 8, 2014

Via E -mail
Mr. John V. Britti
Chief Financial Officer
Ocwen Financial Corporation
2002 Summit Boulevard. 6th Floor
Atlanta, Georgia  30319

Re: Ocwen Financial Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed March 3, 2014
File No. 1-13129

Dear Mr. Britti :
We have reviewed your filing and have the following comments.   In some of our
comments, we may ask you to provide us  with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we  have specifically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies  new, revised or deleted disclosures, as
appropriate.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draft of your proposed disclosures, we may have
additional comments .
Form 10 -K filed for the Period Ended December 31, 2013

Risk Factors, page 11

1. You disclose under risks relating to your business on page 20 that you use estimates to
determine the fair value of certain Level 3 assets, such as mortgage servicing rights, and
that you may be required to write down the value of certain assets due to increased
prepayments or higher than expected defaults which could adversely affect your earnings.
This risk factor is identical to the prior year’s risk facto r and to the risk factor that has
appeared in your 10 -K reports dating back to the December 31, 2009 Form 10 -K report.
However, you disclose under Fair Value Measurements that 17% of the fair value of your

Mr. John V. Britti
Ocwen Financial Corporation
August 8, 2014
Page 2

 assets or one dollar out of every six dollars in assets and 10% of the fair value of your
liabilities were determined based on Level 3 inputs at December 31, 2013.  This
represents an increase in the percentage of your assets and liabilities whose fair value is
determined based on Level 3 inputs from 11%  of your assets and 0% of your liabilities at
December 31, 2012.  Most of the increase in the amount of assets valued at fair value
based on Level 3 inputs is due to the origination of reverse mortgages, a business that is
substantially under -developed rel ative to its potential and that represents a potential
source of long -term growth based on disclosures on page 3.  Since considerable judgment
is used in forming conclusions about Level 3 inputs and changes to these inputs could
have a significant effect o n your fair value measurements as you disclose on page 64 .
Please revise in future filings your risk factor to highlight the risks involved in valuing an
increasing amount of your assets and liabilities based on Level 3 inputs.

Notes to Consolidated Financial Statements

Note 25 – Business Segment Reporting, page F -57

2. You disclose on page 40 that servicing fees earned in connection with your non -Agency
servicing portfolio are generally higher than those you earn in connection with your
conventional and government insured servicing portfolios.  Your non -Agency servicing
portfolio also provides you with the opportunity for higher ancillary income. While the
cost to service your non -Agency servicing portfolio is generally higher, your net margin
on non -Agency servicing is higher than the margins for your conventional and
government insured servicing. You also disclose that subservicing fees typically range
from 10 to 39 basis points on average.  The lower fees earned under subservic ing
contracts are offset by lower interest expense on advance financing.

Since your servicing portfolios appear to have different economic returns and perhaps a
different class of customers, please tell us the operating segments you have identified in
accordance with ASC 280 -10-50-1 through 280 -10-50-9, the factors used to identify
reportable segments and the basis for aggregating identified operating segments into a
single reportable segment based on the aggregation criteria in ASC 280 -10-50-11 and
quant itative thresholds in ASC 280 -10-50-12.

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 information 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 disclosures they have made.
 In responding to our comments, pl ease provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. John V. Britti
Ocwen Financial Corporation
August 8, 2014
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Com mission 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 address quest ions regarding all comments to Marc Thomas, Staff Accountant, at
(202) 551 -3452 or, if you thereafter need further ass istance, to me at (202) 551 -3752 .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief

December 17, 2013

Via E -mail
Mr. John V. Britti
Chief Financial Officer
Ocwen Financial Corporation
2002 Summit Boulevard. 6th Floor
Atlanta, Georgia  30319

Re: Ocwen Financial Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 1 -13219

Dear Mr. Britti :

  We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief

CORRESP
1
filename1.htm

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

November 1 9, 2013

Via E -mail
Mr. John V. Britti
Chief Financial Officer
Ocwen Financial Corporation
2002 Summit Boulevard. 6th Floor
Atlanta, Georgia  30319

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. 00 1-13219

Dear Mr. Britti :
 We have reviewed your response letter dated October 10, 2013 and have the following
comments.
 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).

Note 8 Advances, page 26

2. Given the ongoing sales to HLSS which will continue to impa ct 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 infor mation for the periods presented
in the September 30, 2013 Form 10 -Q.

Mr. John V. Britti
Ocwen Financial Corporation
November 19, 2013
Page 2

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.
 Please address questions regarding all comments t o Marc Thomas, Staff Accountant, at
(202) 551 -3452 or, if you thereafter need further ass istance, to me at (202) 551 -3752 .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief

CORRESP
1
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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

    Page 1
                                                                                                                                                                                               of 9

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.

    Page 2
                                                                                                                                                                                               of 9

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.

    Page 3
                                                                                                                                                                                               of 9

 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.

    Page 4
                                                                                                                                                                                               of 9

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.

    Page 5
                                                                                                                                                                                               of 9

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

September 26, 2013

Via E -mail
Mr. John V. Britti
Chief Financial Officer
Ocwen Financial Corporation
2002 Summit Boulevard. 6th Floor
Atlanta, Georgia  30319

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. 00 1-13219

Dear Mr. Britti :
We have reviewed your filing and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information,  or by advising us when you will provide the requested
response.   Where we have specifically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies  new, revised or deleted disclosures, as
appropriate.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these c omments, including the draft of your proposed disclosures, we may have
additional comments .
Form 10 -K for the Year  Ended December  31, 201 2

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

Mr. John V. Britti
Ocwen Financial Corporation
September 26, 2013
Page 2

 purposes.   However, you do not appear to disclose any defer red 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.

Form 10 -Q filed for the Period Ended June 30, 201 3

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 sa le accounting under GAAP.

Note 24 Commitments and Contingencies, page 42

3. We not e 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.

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 w hen 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.

5. Please revise in future filings, to provide a separate discussion  of servicing and
subservicing revenues recognized gi ven 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 pe riods of 2012.
6. We note the significant increase in interest expense which occurred in the interim periods
of 2013. Please explain to us the nature of the funding transactions with HLSS so that we
better understand the disclosure that   “interest expense on the portion of the sales
proceeds accounted for as a financing is greater than the interest on the match funded

Mr. John V. Britti
Ocwen Financial Corporation
September 26, 2013
Page 3

 liabilities that were assumed by HLSS or repaid, principally because Ocwen is also
compensating HLSS for the cost of capital used to fund the  HLSS Transactions. “

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 information 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 disclosures 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 disclosure 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 address questions regardin g all comments to Marc Thomas, Staff Accountant, at (202)
551-3452 or, if you thereafter need further ass istance, to me at (202) 551 -3752 .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief

February 3, 2012
 Via E-mail

Ronald M. Faris Chief Executive Officer Ocwen Financial Corporation 2002 Summit Boulevard, 6th Floor Atlanta, Georgia  30319
Re:  Ocwen Financial Corporation
Form 10-K Filed February 28, 2011
  File No. 001- 13219

Dear Mr. Faris:
 We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in res ponse to our comments do not foreclose the
Commission from taking any action with respect to the company or 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.  We urge all persons who are
responsible for the accuracy and adequacy of the di sclosure in the filings to be certain that the
filings include the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,
 /s/ Christian Windsor
Christian Windsor Special Counsel

CORRESP
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    Unassociated Document

September 14, 2011

Mr. Christian Windsor

Special Counsel

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:

Ocwen Financial Corporation

Form 10-K

Filed February 28, 2011

File No. 001- 13219

Dear Mr. Windsor:

    This
letter sets forth the response of Ocwen Financial Corporation (the Company or Ocwen) to the comments contained in a letter from
you dated August 30, 2011 (the Comment Letter), regarding the Company’s Form 10-K for the year ended December
31, 2010.

    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.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2010

Business, page 3

Corporate Strategy and Outlook, page 4

1.

Provide us with additional detail regarding your transactions with Home Loan Servicing Solutions. In particular, since this entity was formed by your Chief Executive, please explain how the sales transaction was reviewed under your related party transaction policy described on page 40 of your proxy file April 7, 2011. Please discuss any additional review that was conducted by the Board or by the independent directors. Also, please tell us about any formal agreement, contract or other binding covenant between Ocwen and Home Loan Servicing Solutions or any affiliated entity. If Ocwen and Home Loan Servicing Solutions have entered into any agreement, please provide your analysis as to why the agreement is not a material contract as defined by Item 601(b)(10) of Regulation S-K. Finally, please provide your analysis, with a view towards revised disclosure, of Management’s view of the impact of this transaction upon Ocwen’s capital, liquidity, financial condition, cash flows and income.

Response

    There have been no transactions between Ocwen and Home Loan Servicing Solutions (HLSS) through June 30, 2011, or through the date of this response. There have been no formal agreements executed between Ocwen and HLSS through June 30, 2011, or through the date of this response, and negotiations on the economic terms of the agreements are not yet finalized.

Ocwen Financial Corporation

2002 Summit Boulevard

6th Floor

Atlanta, Georgia 30319

    Upon
completion of an initial public offering of HLSS common stock and upon the approval by Ocwen’s independent
board members, Ocwen and HLSS expect to enter into certain agreements including the sale of certain assets from Ocwen to
HLSS. These agreements will result in the commencement of
transactions between Ocwen and HLSS. All transactions and agreements between Ocwen and HLSS will be subject to review under
Ocwen’s related party transaction policy described on page 40 of Ocwen’s proxy filed on April 7, 2011, including
a review by the Board and independent directors. Ocwen will file a Form 8-K disclosing the terms of the agreements with HLSS
concurrent with those agreements being executed and filed as updates to the HLSS Form S-1.

    Ocwen has paid fees on the behalf of HLSS for organizational costs and costs associated with HLSS’ planned initial public offering. The amount of such payments incurred to date has been immaterial to Ocwen’s financial statements. Ocwen may make additional payments on behalf of HLSS until the initial public offering is completed at which time Ocwen expects to be reimbursed by HLSS.

    In its Report on Form 10-Q for the fiscal quarter ending June 30, 2011, Ocwen provided an updated explanation of the proposed transaction with HLSS as presented in Attachment A to this letter. Ocwen will expand and enhance this disclosure in its Form 10-Q for the fiscal quarter ending September 30, 2011 to further describe management’s view of the impact of this transaction upon its capital, liquidity, financial condition, cash flows and income. Such disclosure enhancements that management expects to make include noting that:

●

Upon
the sale of assets to HLSS, management believes that Ocwen’s liquidity and cash flows will improve as the sale will
result in cash proceeds to Ocwen, a portion of which will be used to reduce the balance on  Ocwen’s senior secured term
loan that  it entered into on September 1, 2011 as required under the terms of the facility agreement;

●

There will be a decrease in Ocwen’s match funded liabilities as HLSS will assume a servicing advance financing facility from Ocwen;

●

Ocwen will initially sell the right to receive the servicing fees, excluding ancillary income, relating to the identified MSRs (Rights to MSRs). Under this structure, Ocwen will initially retain legal ownership of the MSRs but will be obligated to transfer such ownership to HLSS once the required third party consents are obtained. While the sale of the Rights to MSRs to HLSS will achieve an economic result for Ocwen substantially identical to a sale of the MSRs, the transaction is expected to be accounted for as a financing until the required third party consents are obtained and legal ownership transfers to HLSS.

●

Interest expense on the advance facility transferring to HLSS will be assumed by HLSS but the interest expense to be recognized on the portion of the sales proceeds accounted for as a financing of the MSRs will be greater, so net income is expected to decline somewhat before considering any income that could be generated from reinvesting the net proceeds from the sale; and

●

Ocwen expects that the reduction in the equity required to run its servicing business will be relatively greater than the reduction in net income, thus improving the return on equity of its servicing business.

    This disclosure will be further updated to describe any changes in the status of HLSS and to cover any agreements entered into between Ocwen and HLSS.

    Subject to and effective with the initial sale of assets to HLSS, the following Ocwen executive officers will resign their positions at Ocwen to join HLSS: John P. Van Vlack, Executive Vice President, Chief Financial Officer and Chief Accounting Officer, and Richard Delgado, Senior Vice President and Treasurer.

Servicing, page 8

2.

Please tell us, with a view towards revised disclosure, about any title warranties provided by Ocwen or any of its subsidiaries as part of your actions to sell repossessed properties. To the extent that properties are sold with anything more than a quitclaim deed, please discuss the potential impact of title problems upon your liability to purchasers of repossessed properties. For example, we note that the largest title insurer in Florida exempts its policies defects as a result of title based upon the MERS (Mortgage Electronic Registration System).

Page 2 of 5

Response

    In its capacity as owner of the MSRs, subservicer or special servicer, Ocwen’s obligations under the respective servicing agreements require it to take the necessary actions to market and sell repossessed properties, otherwise known as Real Estate Owned (REO), for the trust. Authorized pursuant to a Power of Attorney, Ocwen initiates the foreclosure in the name of the investor and subsequently takes title to the REO in the name of such investor. All deeds that are then executed to convey title to an REO purchaser are executed by Ocwen on behalf of the investor. Because Ocwen is not a record title owner of any REO property, neither it nor any of its subsidiaries make any type of direct title warranty to a subsequent purchaser.

    While Ocwen does not make any type of title warranty, it may be asked by a potential buyer to provide certain title warranties on behalf of the owner/seller of the REO. Ocwen has addressed this practice in its form of REO Purchase and Sale Agreement. Ocwen’s REO Purchase and Sale Agreement notifies prospective buyers that it will deliver a deed that grants only title which the owner/seller may have and will only defend title against persons claiming it by, through, or under the owner/seller. This type of deed is known as a special or limited warranty deed. The actual form of deed that matches the limited warranty will be dictated by local law. The practice of providing a limited or special warranty deed is accepted by most title insurers.

    Ocwen has also followed recent judicial opinions in various jurisdictions regarding the validity of MERS. These opinions are split on the issue, creating some uncertainty in various jurisdictions and causing title insurers to develop certain practices to minimize their exposure. Ocwen has been able to address these concerns and reduce their impact on REO sales by not initiating any foreclosure actions in the name of MERS regardless of the jurisdiction. Prior to initiating the foreclosure, Ocwen obtains an independent title report to ensure the chain of title is complete. Ocwen then takes the final step to have the loan assigned from MERS to the proper party that is pursuing foreclosure. This reduces the risk associated with title defects or claims after the foreclosure.

    In its report on Form 10-Q for the fiscal quarter ending September 30, 2011, Ocwen will disclose that because it is not a record title owner of any REO property, neither it nor any of its subsidiaries make any type of direct title warranty to a subsequent purchaser.

3.

Please tell us the extent to which Ocwen is responsible for recording the title and note for loans that it services. Please address how these notes are titled, including the use of any electronic registry. Finally, please address Ocwen’s view of the liability to the owner of the underlying mortgage that Ocwen is servicing, including reference to controlling legal authority or contractual provisions. In the event that a failure by Ocwen to record the title or note results in delays or other problems in foreclosing on the property or otherwise proceeding against a property that secures the serviced mortgage.

Response

    Ocwen is not responsible for the way original notes are titled or determining whether the loan will be registered with MERS. Additionally, Ocwen is not responsible for the initial recording of title or the note for loans it services. The original lender is the party that is responsible for titling the note, determining whether to register the loan with MERS, recording the deed conveying title to the mortgagor and recording the mortgage evidencing the terms of the note. As part of the securitization process, the original lender or depositor, i.e., the entity that deposits the mortgage loans into the trust, is normally required to make loan level representations and warranties that include the validity of the lien and the lien position. If an issue arises with the loan after the loan is placed in the securitization which results in a breach of the loan level representations or warranties, the depositor may be required to cure the issue or repurchase the loan out of the trust. In some cases the depositor or original lender will no longer exist so a repurchase is not feasible. When that occurs, Ocwen attempts to mitigate the impact to the trust by curing the issue or pursuing a title claim, where applicable.

Page 3 of 5

    As a servicer, Ocwen often would normally identify title issues on mortgage loans during the foreclosure process. Prior to initiating a foreclosure, Ocwen orders a title report and works with its local foreclosure counsel to confirm that there are no title issues. In some cases where a title defect is identified, Ocwen will have the capability to cure it with minimal impact to the foreclosure timeline. For example, a missing assignment that impacts the chain of title can be cured if Ocwen is able to obtain and record the missing assignment. In other cases, the defect may not be easily cured but there is a title policy that insures the owner against the particular defect that is uncovered. Ocwen would then pursue a title claim against the title company on behalf of the owner. The impact on the foreclosure timeline will vary depending on the defect and requirements to cure.

    There are limited circumstances where a servicer such as Ocwen would actually cause a title defect. These circumstances would include the failure to pay a tax assessment that creates a tax lien or the recording of an incorrect assignment that affects title. These limited circumstances are often cured during the foreclosure process and do not typically impact title post foreclosure.

Item 11: Executive Compensation, page 54

Compensation Discussion and Analysis, included in from the proxy statement filed April 7, 2011

4.

You state that compensation should “generally include both cash and equity-based compensation.” In future filings, please provide the Compensation Committee’s reasons for not only the size of the awards, but the composition of the awards as well. For instance, we note that you discuss the fact that the Committee can make both cash and equity awards under the 2007 Equity Incentive Plan, but the named executives have not been awarded equity awards since 2008. Please refer to Item 402(b)(2)(ii) of Regulation S-K.

    Response

    In setting compensation levels, the Compensation Committee of Ocwen’s Board of Directors believes that over the past few years it has been in the best interest of Ocwen’s shareholders’ to pay management incentive compensation in cash rather than a combination of cash and equity because:

●

Certain Ocwen executives, including Mr. Erbey and Mr. Faris already hold significant equity interests in Ocwen;

●

Equity awards dilute existing investors; and

●

Key executives have indicated a preference for cash compensation.

    In future filings, including the proxy statement for the Annual Meeting of Shareholders of Ocwen Financial Corporation to be held in 2012, Ocwen will discuss the Compensation Committee’s reasoning for the overall level of compensation awarded to key employees as well as the allocation of such awards between cash and equity compensation.

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 the Company 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.

*****

Page 4 of 5

    If you have any questions or comments, please call me at (561) 682-7721 at your earliest convenience.

Respectfully,

/s/ John Van Vlack

John Van Vlack

Executive Vice President, Chief Financial Officer and

Chief Accounting Officer

Attachment

cc:

William C. Erbey, Chairman

Ronald M. Faris, President and Chief Executive Officer

Paul A. Koches, Executive Vice President and General Counsel

Page 5 of 5

Attachment A

Disclosure
Language Regarding HLSS and Proposed Transactions between Ocwen and HLSS as Reported on Page 32 of Ocwen’s Form 10-Q for the Fiscal Quarter Ending June 30, 2011:

    Ocwen is pursuing a strategic opportunity that over time could significantly reduce the amount of capital we require through our relationship with a newly formed entity called Home Loan Servicing Solutions, Ltd. (HLSS). Initially formed by Ocwen’s Chairman, William C. Erbey, HLSS intends to acquire and hold MSRs and related servicing advances in a more efficient manner than is currently feasible for Ocwen. HLSS and Ocwen intend to enter into an agreement pursuant to which HLSS will purchase a substantial portion of the MSRs and related servicing advances (the Acquisition) that Ocwen acquired in connection with the HomEq Acquisition. HLSS will also assume the related match funded liabilities under the HomEq Servicing advance facility

August 30, 2011
 Via E-mail

Ronald M. Faris Chief Executive Officer Ocwen Financial Corporation 2002 Summit Boulevard, 6th Floor Atlanta, Georgia  30319
Re:  Ocwen Financial Corporation
Form 10-K Filed February 28, 2011
  File No. 001- 13219

Dear Mr. Faris:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2011

 Business, page 3

 Corporate Strategy and Outlook, page 4

1. Provide us with additional de tail regarding your transactions with Home Loan Servicing
Solutions. In particular, sin ce this entity was formed by your Chief Executive, please
explain how the sales transaction was revi ewed under your relate d party transaction
policy described on page 40 of your proxy file April 7, 2011.  Please discuss any

 Ronald M. Faris Ocwen Financial Corporation August 30, 2011
Page 2

 additional review that was conducted by the Boar d or by the independent  directors.  Also,
please tell us about any formal agreement, contract or other binding covenant between
Ocwen and Home Loan Servicing Solutions or  any affiliated entity. If Ocwen and Home
Loan Servicing Solutions have entered into any agreement, please provide your analysis
as to why the agreement is not a material contract as defined by  Item 601(b)(10) of
Regulation S-K.  Finally, please provide your  analysis, with a view towards revised
disclosure, of Management’s view of the im pact of this transaction upon Ocwen’s capital,
liquidity, financial condition, cash flows and income.
 Servicing, page 8

2. Please tell us, with a view towards revised di sclosure, about any title warranties provided
by Ocwen or any of its subsidiaries as part of your actions to sell repossessed properties.
To the extent that properties are sold with anything more than a quitclaim deed, please
discuss the potential impact of title pr oblems upon your liability to purchasers of
repossessed properties.  For example, we not e that the largest title insurer in Florida
exempts its policies defects as a result of title ba sed upon the MERS (Mortgage
Electronic Registration System).

3. Please tell us the extent to which Ocwen is responsible for recording the title and note for
loans that it services.  Please address how th ese notes are titled, in cluding the use of any
electronic registry.  Finally, pl ease address Ocwen’s view of the liability to the owner of
the underlying mortgage that Oc wen is servicing, including re ference to controlling legal
authority or contractual provision s. In the event that a failure by Ocwen to record the title
or note results in delays or other problems in foreclosi ng on the property or otherwise
proceeding against a property that secures the serviced mortgage.

Item 11: Executive Compensation, page 54
 Compensation Discussion and Analysis, included in from the proxy statement filed April 7, 2011

4. You state that compensation should “gener ally include both cas h and equity-based
compensation.”  In future filings, please provide the Compensation Committee’s reasons
for not only the size of the awards, but the composition of the awards as well.  For
instance, we note that you di scus the fact that the Comm ittee can make both cash and
equity awards under the 2007 Equity Incentive  Plan, but the named executives have not
been awarded equity awards since 2008.  Pleas e refer to Item 402(b )(2)(ii) of Regulation
S-K.

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

 Ronald M. Faris Ocwen Financial Corporation August 30, 2011
Page 3

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures 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 an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure 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 federa l securities laws of  the United States.

Please contact Jessica Livingston at 202-551- 3448 or me at 202-551-3419 with any other
questions.

Sincerely,
 /s/ Christian Windsor
Christian Windsor Special Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 4720

June 17, 2009
 Mr. David J. Gunter   Executive Vice President and Chief Financial Officer  Ocwen Financial Corporation       1661 Worthington Road, Suite 100  West Palm Beach, Florida 33409
Re: Ocwen Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 12, 2009
File No. 1-13219

Dear Mr. Gunter:

 We have completed our review of your Form 10-K and related filings and have
no further comments at this time on the specific issues raised.

       S i n c e r e l y ,           Angela Connell          Reviewing Accountant

CORRESP
1
filename1.htm

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

3

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.

4

Mail Stop 4561         June 4, 2009     Mr. David J. Gunter   Executive Vice President and Chief Financial Officer
Ocwen Financial Corporation       1661 Worthington Road, Suite 100  West Palm Beach, Florida 33409
Re: Ocwen Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 12, 2009  Form 10-Q for Fiscal Quarter Ended March 31, 2009    Filed May 7, 2009      File No. 1-13219

Dear Mr. Gunter:
We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Notes to 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

David J. Gunter
Ocwen Financial Corporation
June 4, 2009   Page 2
Company’s contractual funding obligations under the se rvicing and/or
subservicing agreements please address the following:
• Specifically address the process the Company undertakes in determining
whether they have the right to cease ma king 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 waterf all) when determining how the loan
proceeds from the various loan pools are to be distributed;
• 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.

2. As a related matter, please revise your di sclosure in future filings to clearly
disclose how you evaluate advances for collectability and discuss the specific
terms of the trust agreements that m itigate 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.

Note 7 – Match Funded Advances, page F-22

3. We note your disclosure that the holde rs of the debt issued by the SPEs generally
can look only to the assets of  the issuer for satisfacti on 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 disc losure to clarify whether you have any
exposure to losses realized on these adva nces and if so, to what extent.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

David J. Gunter
Ocwen Financial Corporation  June 4, 2009   Page 3
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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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 disclosure  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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or me at
(202) 551-3426 if you have any questions  regarding the above comments.
        S i n c e r e l y ,           Angela Connell          Reviewing Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      November 10, 2004

Mail Stop 0408

By U.S. Mail and facsimile to (561) 682-8177

Mr. William C. Erbey
Chairman and Chief Executive Officer
1675 Palm Beach Lake Boulevard
West Palm Beach, Florida 33401

Re:	Ocwen Financial Corporation
	Form S-3 filed on October 12th 2004
	File Number 333-119698

Dear Mr. Erbey:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Selling Security Holders - page 83

1. Please disclose that you will file a post effective amendment
for
selling securityholders as they become known.  We note that you
have
not identified a selling securityholder for approximately 42.20%
of
your registration statement.  We would expect that a post
effective
amendment will be filed for this portion of your offering in order
for those securityholders to sell using this registration
statement.
Please clarify the disclosure in footnote 2 on page 85.

2. Please revise your listing of "other" selling securityholders
to
clearly disclose that this is limited to holders, transferees,
pledges, donees or successors from prior sales of the securities.
It
should be clear that no other selling securityholder may sell off
of
this registration statement.

*	*	*

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review by showing deleted
sections as strikethrough and added sections as underlining.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* if the Commission or the staff, acting pursuant to delegated
authority, declares the filing effective, it does not foreclose
the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Tim Geishecker at (202) 824-5301 or me at
(202)
942-1974 with any other questions.

						Sincerely,

						Christian Windsor
						Senior Attorney

??

??

??

??

Mr. William C. Erbey
Ocwen Financial Corporation
Page 1 of 3

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Acceleration Request

 OCWEN FINANCIAL CORPORATION

 1675 Palm Beach Lakes Blvd.

 West Palm Beach, FL 33401

 (561) 682-8000

 March 11, 2005

 VIA EDGAR AND FACSIMILE

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
Ocwen Financial Corporation (the “Company”)

 Registration Statement on Form S-3 (File No. 333-119698), as amended

 Ladies and Gentlemen:

 The undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will be
effective at 3:00 P.M. Eastern Standard Time on March 15, 2005 or as soon thereafter as practicable.

 The undersigned hereby acknowledges on behalf of the Company that as of the date hereof:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Paul A. Koches

 Paul A. Koches

 General Counsel

CORRESP
1
filename1.htm

Acceleration Request

 OCWEN FINANCIAL CORPORATION

 1675 Palm Beach Lakes Blvd.

 West Palm Beach, FL 33401

 (561) 682-8000

January 20, 2005

 VIA EDGAR AND FACSIMILE

 Securities and
Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C.
20549

Re:
Ocwen Financial Corporation (the “Company”)

 Registration Statement on Form S-3 (File No. 333-119698), as amended

 Ladies and Gentlemen:

 The undersigned respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will be effective at 3:00 P.M. Eastern Standard Time on January 24, 2005 or as soon thereafter as practicable.

 The undersigned hereby acknowledges on behalf of the Company that as of the
date hereof:

•
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•
the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Paul A. Koches

 Paul A. Koches

 General Counsel

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
MARK S. ZEIDMAN                                           T:  561-682-8600
SENIOR VICE PRESIDENT                                     F:  561-682-8177
CHIEF FINANCIAL OFFICER                                   E:  MZEIDMAN@OCWEN.COM

By U.S. Mail and Facsimile to (202) 942-9530
--------------------------------------------

December 14, 2004

Attn:  Christian Windsor
Senior Attorney
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Ocwen Financial Corporation
         Form S-3 filed on October 12th 2004
         File Number 333-119698

Dear Mr. Windsor:

We have reviewed the comments set forth in your letter dated November 10, 2004
and have provided responses as requested. We will incorporate our responses into
a pre-effective amendment to our Form S-3 (333-119698), which we will submit
with adequate time for your review before submitting a request for acceleration
of effectiveness.

Selling Security Holders - page 83
----------------------------------

     1.   Please disclose that you will file a post effective amendment for
          selling securityholders as they become known. We note that you have
          not identified a selling securityholder for approximately 42.20% of
          your registration statement. We would expect that a post effective
          amendment will be filed for this portion of your offering in order for
          those securityholders to sell using this registration statement.
          Please clarify the disclosure in footnote 2 on page 85.

We will disclose that we will file a post-effective amendment to the
registration statement, if required by, and pursuant to, the registration rights
agreement, to name in the registration statement and the related prospectus any

                           Ocwen Financial Corporation
        1675 Palm Beach Lakes Boulevard, #1000, West Palm Beach, FL 33401
             Mail to: P.O. Box 24737, West Palm Beach, FL 33416-4737
<PAGE>

selling security holder who has not been so named previously. Notwithstanding
the foregoing, we reserve the right to file a prospectus supplement pursuant to
Rule 424(b) to name as a selling security holder any holder who is a transferee,
pledgee or donee of, or a successor to, a selling security holder who was
previously named in the registration statement or the related prospectus.

Please see our response to Comment #2 below for our response to your comment
regarding footnote 2 on page 85.

     2.   Please revise your listing of "other" selling securityholders to
          clearly disclose that this is limited to holders, transferees,
          pledges, donees or successors from prior sales of the securities. It
          should be clear that no other selling securityholder may sell off of
          this registration statement.

We will revise the description of "other" selling security holders (including
the related footnote (2)) to clarify that only holders who are named in the
registration statement or the related prospectus as described above in our
response to Comment #1 shall be permitted to sell off the registration statement
or use the related prospectus.

*  *  *  *  *

If you have any further questions or comments, please contact either of the
undersigned at the numbers indicated below.

Very truly yours,

/s/ MARK S. ZEIDMAN
------------------------------
Mark S. Zeidman
Senior Vice President &
Chief Financial Officer
(561) 682-8600

</TEXT>
</DOCUMENT>