Item 8.01 Other Events

On June 26, 2009, Ocwen Financial Corporation (the "Company") provided notice to holders of the 3.25% Contingent Convertible Unsecured Senior Notes due 2024 (the "Securities") of their option to request the Company to repurchase, on August 3, 2009 (the "Repurchase Date"), all or any of their Securities at a price in cash equal to 100% of the principal amount. To have all or any of its Securities repurchased, a holder must deliver a valid notice on or after July 6, 2009 and on or prior to the close of business on the Repurchase Date. The Company further notified holders that they may have the option to convert their Securities into shares of common stock of the Company if the Company consummates the previously announced planned separation of most of the business operations currently known as Ocwen Solutions through a tax-free spin-off of an existing subsidiary of the Company, Altisource Portfolio Solutions S.A. ("Altisource"), which will become a separate, publicly-traded company (the "Separation").

As of the date of the notice and to the Company's knowledge, no conversion rights with respect to the Securities exist. However, the Company presently anticipates that in connection with the consummation of the Separation, the Securities will become convertible into shares of common stock of the Company. If the Securities become convertible into shares of common stock in connection with the Separation, the Company will provide notice of such conversion right to the holders of the Securities. The consummation of the Separation is subject to the approval of the board of directors of the Company and the satisfaction of certain conditions (including the effectiveness of the related registration statement with the SEC), and there is no assurance that the Separation will be consummated.

A copy of the cover letter and notice provided to holders of the Securities are attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) - (c) Not applicable.

(d) Exhibits:

99.1 Ocwen Financial Corporation Notice To All Holders of 3.25% Contingent Convertible Unsecured Senior Notes due 2024

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