Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  VAN VLACK JOHN PATRICK
2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2010
3. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP [OCN]
(Last)
(First)
(Middle)
1661 WORTHINGTON ROAD, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP/CFO/CAO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WEST PALM BEACH, FL 33409
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,500
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options   (1) 11/04/2019 Employee Stock Options 80,000 $ 10.67 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VAN VLACK JOHN PATRICK
1661 WORTHINGTON ROAD
SUITE 100
WEST PALM BEACH, FL 33409
      EVP/CFO/CAO  

Signatures

/s/ Teresa L. Denoncourt, Attorney-in-Fact 09/02/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options have 1) a time-based component in which 25% of the options vest in equal increments over four years; and 2) a performance-based component in which up to 75% of the options could vest in equal increments over four years commencing upon the achievement of certain performance criteria related to the company's annualized rate of return and stock price. Two-thirds of the options would begin to vest over four years if the stock price realizes a compounded annual gain of at least 20% over the exercise price (so long as the stock price is at least double the exercise price) and the remaining one-third would begin to vest over four years if the stock price realizes a 25% gain (so long as it is at least triple the exercise price).

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