Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 15, 2008

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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EXHIBIT INDEX

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EXHIBIT A

AGREEMENT REGARDING

THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i)    Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii)   Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

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EXHIBIT B

FILERS’ TRANSACTIONS IN THE LAST SIXTY (60) DAYS

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EXHIBIT C

LETTER

Please see attached.

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February 13, 2008

 Ocwen Financial Corporation

 Board of Directors

 Special Committee

 1661 Worthington Road, Suite 100

 West Palm Beach, Florida 33409

Ladies and Gentlemen:

On January 14, 2008, William Erbey, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P, and company management (with select public shareholders) announced a proposal to take Ocwen Financial Corp. (“Ocwen”) private at a purchase price of $7.00 per share. The letter released to shareholders states: “Our proposal would provide a substantial premium for all of the Company’s public shareholders.” We believe the $7.00 per share “going private” price is actually a substantial discount to the true value of Ocwen and is unfair to non-participating shareholders.

Greenwood Investments, Inc., Roark, Rearden and Hamot LLC and their affiliates are long-standing shareholders of Ocwen and beneficially own over 3 million shares of common stock. In our view, the timing of the transaction and the proposed transaction price are inappropriate for several reasons:  the basic business is fundamentally strong, there are several promising opportunities at Ocwen that will be realized in the future, the company’s balance sheet is healthy, and stockholder’s equity is significantly understated. We intend to oppose this going private transaction between management and the company.

One of the reasons the price of Ocwen stock has declined dramatically over the last year is that the company’s businesses were grouped in the same category as firms carrying large exposure to sub-prime mortgage delinquencies and defaults. Despite short term difficulties from these defaults and write-offs related to certain sub-prime related assets, we believe Ocwen’s business is fundamentally strong and has a healthy future.

·                  Residential Servicing: It appears the primary challenges in this business are largely behind the company. Management has stated that the financial community views the provision of servicing advances credit lines as an attractive business. Although the cost of these lines rose as a result of the credit crisis of this past summer, Ocwen successfully increased its availability and met all of its funding needs. Although these lines may still need to be increased further, there is no indication that Ocwen will be unable to meet its obligations. Additionally, the true financial performance of this business is not accurately reflected on the company’s income statement; although all of the advance carrying costs are recognized currently, neither the delinquent servicing fees receivable nor the late fees likely to be received are accounted for. Moreover, as interest rates have declined dramatically in the last quarter, the profitability of this business will be enhanced as the carrying costs of advances will be significantly lower going forward.

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·                  Ocwen Recovery Group: As stated on the fourth quarter conference call, demand is up sharply in the unsecured collections business. Credit card delinquencies have risen, and at NCI placements are up, market share is up, and fees are increasing. On the most recent conference call, Bill Shepro, senior vice-president at Ocwen Recovery Group,  stated: “…we expect to substantially improve NCI’s financial performance…we remain very pleased with our progress…performance improvement and integration plans that we have put in place will substantially improve NCI’s financial results.” Such comments reveal management’s confidence in the business and excitement about its prospects. Clearly the purchase of NCI was well timed, and we believe the value of NCI is substantially in excess of last years purchase price.

·                  Residential Origination Services: Although last quarter’s performance was suppressed by a $23.6 million write down relating to residuals, demand for fee based services remains strong despite a much lower level of industry activity. We agree with management’s assertion that this business is valuable and has great potential.

·                  Other: Although there is less information available on Bankruptcy Management Solutions and Ocwen Structured Investments, based on the most recent quarter they are solid performers with considerable growth prospects. As Bill Erbey, Chairman and CEO, said in the most recent conference call, “…we expect to grow our existing asset management vehicles and develop other vehicles that leverage our asset management capabilities and allow us and our partners to benefit from our superior servicing and loss mitigation capabilities.” It seems appropriate for the company’s existing public shareholders to also benefit from this growth.

A close look at the balance sheet raises further issues of fairness regarding the proposed transaction price. Management has consistently preferred the use of conservative accounting, and although we have generally applauded this choice it has resulted in the significant undervaluation of several assets on the balance sheet. We believe that it is inappropriate to use the values stated on the December 31, 2007 balance sheet to determine the true value of the company.

·                  Mortgage Servicing Rights: As of September 30, 2007, the mortgage servicing rights were valued on the company balance sheet at $210 million. In Note 7 of the Form 10Q filed on 11/9/2007, management states that the fair value of this asset is in fact $301 million. Management has stated that the fair value measurement is a conservative number, and has asserted that they would absolutely be buyers rather than sellers at the fair value number.

·                  Subordinates and Residuals: In the 4^th quarter ending December 31, 2007, residuals were written down by $23.6 million to correspond to the valuation criteria created by Standard and Poor’s. The company stated in its last press release that the actual losses experienced on the residuals were significantly lower than the S&P loss

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assumptions, and that the residuals were in fact generating significant cash flows.  Based on this information, the remaining residuals on the company’s balance sheet are greatly undervalued.

·                  Servicing Fees: The Company’s balance sheet does not reflect servicing fees receivable on delinquent loans. There is little doubt that these servicing fees will be collected - only the exact timing is unknown. These revenues should be matched with the expenses on the income statement and shown as a receivable on the balance sheet. As of December 31, 2007, the servicing fees due that are unaccounted for are approximately $46 million.*

·                  Late fees: Although the financial contribution of late fees are completely unknown to public shareholders and could probably only be modeled by the company, senior management has told us that late fees will be a significant source of future revenue. Late fees are recorded when received - long after the costs of carrying the advances that leads to their payment. We are not proposing that management include this on its balance sheet. However, in light of the current environment of ballooning delinquencies the costs of carrying advances has become much more significant. This Special Committee should consider this material source of future income for the company.

The December 31, 2007 balance sheet indicates stockholders equity of $586 million and 62,527,360 shares outstanding. This results in a book value of $9.37 per share. In determining the fairness of the buyout proposal, we believe this book value should be adjusted as follows:

·                  Mortgage servicing rights: Add $91 million

·                  Subordinates and residuals: Add $23.6 million (estimated*)

·                  Uncollected servicing fees: Add $46 million (estimated*)

·                  Late fees: The company’s model is unknown to us

·                  Bankruptcy Management Solutions (BMS): This business is worth more than its de minimus value on the balance sheet.

·                  NCI:  A well timed purchase certainly worth more today than last year.

At least $160 million (excluding late fees and the values of NCI and BMS) of additional value can be added to the assets listed on the December 31, 2007 balance sheet; representing $2.56 per share of additional stockholder equity. We believe that an appropriate starting point for calculating book value per share is at least $12.00 per share.

Over the past twelve months, the volatile market environment has overshadowed Ocwen’s promising future. As mentioned before, in the midst of the sub-prime panic Ocwen’s business has often been mistakenly associated with other financial firms with debilitating exposure to sub-prime assets. However, not all of the stock price decline can be blamed on the financial markets. In our opinion much of the deterioration can be attributed to more recent management missteps that have resulted in a number of charges:

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·                  4^th quarter 2006: losses related to management’s shut down of its ill-conceived and ill-timed origination business.

·                  1^st quarter 2007: charges to reduce loans held for sale, unrealized losses on subordinate and residual securities and additional losses related to shut down of origination business.

·                  2^nd quarter 2007: charges to reduce loans held for sale, losses on interest rate swaps and additional losses related to shut down of origination business.

·                  3^rd quarter 2007: losses on trading securities and loans held for sale and losses on liquidation of a large and inexplicable investment in a certificate of deposit.

·                  4^th quarter 2007: charges related to the write down of the value of BOK, the company’s German banking subsidiary and unrealized losses on residual securities.

These charges come on the heels of a long history of “one time” expenses and business write-offs, and we cannot help but feel management is acting to keep the bright future of Ocwen for itself after sharing years of missteps and mistakes with public shareholders.

More recently, public shareholders have shouldered the integration costs of NCI. With NCI soon to turn profitable and little or nothing left to write off on the balance sheet, this seems an especially unfair time to take the company private.

If the purpose of this management buyout was to bolster the balance sheet of the company with a capital infusion, there are alternatives to a “going private” transaction that will preserve the future opportunities at Ocwen for its current shareholders. We are available to meet with you at any time to discuss options such as a rights offering for raising additional capital.

We are confident that this committee will come to the same conclusion that we have and reject management’s opportunistic and inappropriate proposal to buy Ocwen at $7.00 per share.

Respectfully,

*The fourth quarter press release provided incomplete information and no questions were permitted on the conference call.

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