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.
 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.



FirstName LastNameGlen A. Messina                              Sincerely,
Comapany NameOcwen Financial Corporation
                                                               Division of
Corporation Finance
April 4, 2019 Page 2                                           Office of
Financial Services
FirstName LastName