(b)     Effective August 10, 2009 upon Ocwen Financial Corporation’s (the “Company”) spin-off (“Spin-Off”) of Altisource Portfolio Solutions S.A. (“Altisource”), William B. Shepro resigned from his position as Executive Vice President of the Company (and President of the Company’s former Altisource Solutions line of business) to dedicate himself solely to his position as Chief Executive Officer of Altisource. Also effective upon the Spin-Off, Kevin J. Wilcox resigned from his position as Executive Vice President, Chief Administration Officer and Corporate Secretary of the Company to dedicate himself solely to his position as Chief Administration Officer and General Counsel of Altisource.

(c)     Upon Mr. Wilcox’s resignation as noted above, Paul A. Koches, the Company’s Executive Vice President and General Counsel, assumed (without change to any existing compensation or similar arrangement) the role of Corporate Secretary previously held by Mr. Wilcox.

On August 13, 2009, the Company issued a press release (the “Pricing Press Release”) announcing that it entered into an agreement to sell 28,000,000 shares of its common stock at $9.00 per share pursuant to a registration statement previously filed by the Company with the U.S. Securities and Exchange Commission. In addition, the Company announced that it had granted the underwriters of such common stock offering (“Underwriters”) an over-allotment option to purchase up to an additional 4,200,000 shares of common stock, on the same terms and conditions.

On August 14, 2009, the Company issued a press release (the “Over-Allotment Press Release”) announcing that the Underwriters exercised in full their over-allotment option on August 13, 2009. The exercise of the over-allotment option results in the issuance of an additional 4,200,000 shares of common stock. With the exercise of the over-allotment option, the Company will issue, in the aggregate, 32,200,000 shares of common stock. The closing for both the common stock offering and the exercise of the over-allotment option are scheduled for August 18, 2009.

Copies of the Pricing Press Release and the Over-Allotment Press Release are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K.

The information in this Item 8.01 and in Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

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