ONITY GROUP INC. — Director's Dealing 2012

May 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-05-09

Reporting Person: LACY WILLIAM H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-09	Restricted Stock Units	$0.0000	A	2959.0000	Acquired		Common Stock (2959.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12579.0000	Direct

Footnotes

F1: Deferred Directors Restricted Stock Award - Independent Directors shall elect to receive such payment in the form of either (i) cash in an amount equal to the fair market value of the number of whole and fractional share units credited to the deferral account or (ii) whole shares of common stock equal to the number of whole share units credited to the deferral account with fractional share units to be paid in cash.

F2: Directors Restricted Stock Award ("Award") - Independent Directors receive restricted stock as a portion of their annual fee which vests on June 1, 2013; however they can chose to defer their Award. Deferral is either (i) the six (6) month anniversary of the Director's termination date or (ii) any other date elected by the Director which is at least two (2) years after the last day of the year of service for which the compensation was awarded. This award is deferred until the six (6) month anniversary of the Director's termination date.

F3: Unclaimed amounts shall be forfeited two (2) years after the date upon which the payment of any benefits becomes due.