ONITY GROUP INC. — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2011-05-12

Reporting Person: LACY WILLIAM H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-12	Restricted Stock Units	$0.0000	A	3788.0000	Acquired		Common Stock (3788.0000)	Direct

Footnotes

F1: Deferred until the 6-month anniversary of the date he ceases to be a director of the Company.

F2: Unclaimed amounts shall be forfeited two (2) years after the date upon which the payment of any benefits becomes due.

F3: Directors Restricted Stock Award ? Deferred ? Independent Directors receive restricted stock as a portion of their annual fee which is payable in cash or common stock on the six-month anniversary of the Director?s termination date.