SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

OCWEN FINANCIAL CORPORATION

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

675746 30 9

(CUSIP Number)

William C. Erbey
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
(561) 681-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 3, 2009

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

          Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

CUSIP No. 675746 30 9			13D
1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		William C. Erbey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)			(A) x
				(B) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF, SC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) OR 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		U.S.A.

NUMBER OF	7	SOLE VOTING POWER
SHARES		2,885
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		18,437,6201
EACH REPORTING	9	SOLE DISPOSITIVE POWER
PERSON WITH		2,885
	10	SHARED DISPOSITIVE POWER
		18,437,6201

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		18,440,505
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		26.7%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

¹ Includes (i) 12,326,437 shares held by FF Plaza Partners, a Delaware partnership of which the partners are William C. Erbey, his spouse E. Elaine Erbey and Delaware Permanent Corporation, a corporation wholly-owned by William C. Erbey, (ii) 5,409,704 shares held by Erbey Holding Corporation, a corporation wholly-owned by William C. Erbey and (iii) options to acquire 701,479 shares, which were exercisable on or within 60 days after April 7, 2009.

² Based on (i) 62,716,530 shares of Common Stock issued and outstanding as of December 31, 2008, as reported in the Issuer’s Form 10-K, filed with the Securities and Exchange Commission on March 12, 2009 (“Reported Shares Outstanding”), (ii) 5,471,500 shares of Common Stock issued since December 31, 2008 and (iii) options to acquire 701,479 shares, which were exercisable on or within 60 days after April 7, 2009.

2

CUSIP No. 675746 30 9			13D
1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		E. Elaine Erbey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)			(A) x
				(B) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		U.S.A.

NUMBER OF	7	SOLE VOTING POWER
SHARES		0
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		12,326,437
EACH REPORTING	9	SOLE DISPOSITIVE POWER
PERSON WITH		0
	10	SHARED DISPOSITIVE POWER
		12,326,437

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		12,326,437
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

3

CUSIP No. 675746 30 9			13D
1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		FF Plaza Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)			(A) x
				(B) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF	7	SOLE VOTING POWER
SHARES		0
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		12,326,437
EACH REPORTING	9	SOLE DISPOSITIVE POWER
PERSON WITH		0
	10	SHARED DISPOSITIVE POWER
		12,326,437

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		12,326,437
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		PN

4

CUSIP No. 675746 30 9			13D
1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Delaware Permanent Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)			(A) x
				(B) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF	7	SOLE VOTING POWER
SHARES		0
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		12,326,437
EACH REPORTING	9	SOLE DISPOSITIVE POWER
PERSON WITH		0
	10	SHARED DISPOSITIVE POWER
		12,326,437

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		12,326,437
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

5

CUSIP No. 675746 30 9			13D
1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Erbey Holding Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)			(A) x
				(B) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF	7	SOLE VOTING POWER
SHARES		0
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		5,409,704
EACH REPORTING	9	SOLE DISPOSITIVE POWER
PERSON WITH		0
	10	SHARED DISPOSITIVE POWER
		5,409,704

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		5,409,704
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		7.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

6

          This Amendment No. 4 amends and supplements the Schedule 13D, filed by William C. Erbey (the “Principal Reporting Person”), his spouse E. Elaine Erbey, FF Plaza Partners, a Delaware partnership (“FF Plaza”), Delaware Permanent Corporation, a Delaware corporation (“Delaware Permanent”) and Erbey Holding Corporation, a Delaware corporation (“Erbey Holding”) (collectively, the “Reporting Persons”) with the Securities and Exchange Commission on November 4, 1997, as amended by Amendment No. 1 filed on January 14, 2008, Amendment No. 2 filed on March 11, 2008 and Amendment No. 3 filed on April 1, 2009.

Item 1. Security and Issuer.

          This Amendment No. 4 relates to the shares of common stock, $0.01 par value per share (“Common Stock”), of Ocwen Financial Corporation (the “Issuer”). The address of the Issuer’s principal executive office is 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409.

Item 2. Identity and Background

          This Amendment No. 4 is filed by William C. Erbey, his spouse E. Elaine Erbey, FF Plaza, Delaware Permanent and Erbey Holding.

          The partners of FF Plaza are Mr. and Mrs. Erbey and Delaware Permanent. Delaware Permanent and Erbey Holding are wholly-owned by Mr. Erbey.

          Mr. and Mrs. Erbey’s business address is 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409. The business address of each of FF Plaza, Delaware Permanent and Erbey Holding is 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409.

          Mr. Erbey is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Mrs. Erbey is retired. Each of FF Plaza, Delaware Permanent and Erbey Holding is a holding company for the investment of securities.

          None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

          None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

          Mr. and Mrs. Erbey are United States citizens.

Item 3. Source and Amount of Funds and Other Consideration

          The description of the Share Repurchase set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

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Item 4. Purpose of the Transaction.

          On April 3, 2009, the Issuer repurchased one million shares of outstanding Common Stock held by FF Plaza at a purchase price of $11.00 per share (the “Share Repurchase”). In addition, the Principal Reporting Person agreed, in connection with the repurchase of FF Plaza’s shares by the Issuer, to restrict the sale or transfer of the remainder of his shares for a period of one year, subject to certain exceptions (such as, by way of example, gifts and transfers to family members). The Principal Reporting Person is presently the Chairman of the Board and Chief Executive Officer of the Issuer. The Principal Reporting Person intends to continue to participate in the management and operations of the Issuer.

          A copy of the Stock Repurchase Agreement is filed as Exhibit 7.01 to this Amendment No. 4 to the Reporting Persons’ Schedule 13D, and is incorporated by reference into this Item 4.

Item 5. Interest in Securities of the Issuer

          The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof is 18,440,505. These shares include (i) 2,885 shares held directly by Mr. Erbey for which he has sole voting and dispositive power, (ii) 12,326,437 shares held by FF Plaza, (iii) 5,409,704 shares held by Erbey Holding and (iv) options to acquire 701,479 shares, which were exercisable on or within 60 days after April 7, 2009.

          The percentage of outstanding Common Stock beneficially owned by the Reporting Persons (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), based on the Reported Shares Outstanding, is approximately 26.7%.

          The Reporting Persons effectively share the power to vote and the power to dispose or direct the disposition of the 18,440,505 shares of Common Stock referenced in the preceding paragraphs.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.

          The description of the Share Repurchase set forth in Item 4 above is incorporated by reference in its entirety into this Item 6.

          None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, other than (i) the note described in Item 3 in the Reporting Persons’ original Schedule 13D, filed on November 4, 1997 and (ii) agreements pertaining to issuances pursuant to the Issuer’s stock benefit plans. Mr. Erbey is the Chairman of the Board and Chief Executive Officer of the Issuer and has in the past and intends in the future to exercise his vote and to serve the Issuer in an independent manner, and to vote his shares of Common Stock individually and not pursuant to any understanding, arrangement or agreement with any other persons. Mr. Erbey may be granted stock options or stock in the future pursuant to the Issuer’s stock benefit plans.

Item 7. Material to be Filed as Exhibits.

Exhibit 7.01. Stock Repurchase Agreement, dated April 3, 2009, by and between the Issuer and FF Plaza.

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SIGNATURES

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: April 7, 2009

/s/ William C. Erbey
William C. Erbey
/s/ E. Elaine Erbey
E. Elaine Erbey
FF PLAZA PARTNERS
By:	/s/ William C. Erbey
	William C. Erbey
DELAWARE PERMANENT CORPORATION
By:	/s/ William C. Erbey
	William C. Erbey
ERBEY HOLDING CORPORATION
By:	/s/ William C. Erbey
	William C. Erbey

9

EX-7.01

Exhibit 7.01

STOCK REPURCHASE AGREEMENT

          This STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 3, 2009, between FF Plaza Partners, a Delaware limited partnership (the “Seller”) and Ocwen Financial Corporation, a Florida corporation (the “Company”).

          WHEREAS, the Seller desires to sell and the Company desires to purchase one million (1,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”), of the Company owned by the Seller (the “Shares”) pursuant to the terms and conditions of this Agreement.

          WHEREAS, the disinterested members of the Board of Directors of the Company have considered and approved the purchase of the Shares by the Company at the price set forth in this Agreement, which is the same purchase price per share ($11.00) as that at which the Company agreed on March 27, 2009 to sell shares of newly-issued Common Stock to third party purchasers not affiliated with the Company.

          NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

ARTICLE I
Sale and Purchase

          1.01   Sale and Purchase. Subject to the terms and conditions of this Agreement, the Seller shall sell to the Company, and the Company shall purchase from the Seller, the Shares, at a price per share of $11.00. The aggregate purchase price due to the Seller is $11,000,000 (the “Purchase Price”). The Purchase Price shall be paid in full at Closing (as defined below) in immediately available funds by wire transfer to the Seller to an account or accounts previously identified by the Seller.

          1.02   Closing. At the closing of the transaction contemplated hereby to take place on such a date and time to be mutually agreed to between the Seller and the Company (the “Closing”), the Seller will convey to the Company all of its right, title and interest in and to the Shares free and clear of all Encumbrances other than Company Encumbrances (each as defined in Section 2.01 hereof). The Seller shall deliver to the Company, at the Closing, a certificate or certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers naming the Company as transferee.

ARTICLE II
Representations and Warranties of the Seller

          As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller hereby represents and warrants to the Company, as of the Closing, as follows:

          2.01   Ownership; Authority; Good Title. The Seller is the lawful owner of the Shares free and clear of any claim, lien, pledge, voting agreement, adverse claim, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever affecting the use, voting or transfer of the Shares (each, an “Encumbrance”) and has the full power and authority to enter into this Agreement and to transfer, assign, convey and deliver the Shares free and clear of any Encumbrance other than an Encumbrance arising through the Company’s ownership of the Shares (a “Company Encumbrance”) and, upon delivery to the Company of a certificate or certificates representing such Shares, duly endorsed for transfer or accompanied by a stock power duly executed by such Seller, the Company will have acquired good and valid title to the Shares, free and clear of any Encumbrance other than a Company Encumbrance.

          2.02   Enforceability. This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors’ rights and general principles of equity.

          2.03   Absence of Violations or Conflicts. Neither the execution and delivery by the Seller of this Agreement, the compliance by the Seller with the terms and conditions hereof, nor the consummation by the Seller of the transactions contemplated hereby will violate, result in a breach of, or constitute a default under its articles of incorporation or bylaws or similar organizational documents, as amended, or violate, result in a breach of, or constitute a default under, in each case in any material respect, any agreement, instrument, judgment, order or decree to which the Seller is a party or is otherwise bound or give to others any material rights or interests (including rights of purchase, termination, cancellation or acceleration) under any such agreement or instrument.

          2.04   The Company has provided the Seller with full and complete disclosure with respect to the operations, business prospects and condition (financial or otherwise) of the Company, and the Seller has made a voluntary and informed investment decision to sell the Shares to the Company.

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ARTICLE III
Representations and Warranties of the Company

          As a material inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby represents and warrants to the Seller, as of the Closing, as follows:

          3.01   Existence; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has all requisite corporate power and authority to execute, deliver and perform the terms of this Agreement and to consummate the transactions contemplated hereby and has all taken all necessary action to authorize the execution, delivery and performance of this Agreement.

          3.02   Enforceability. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors’ rights (except as specified in Section 3.03 below) and general principles of equity.

          3.03   Absence of Violations and Conflicts. Neither the execution and delivery by the Company of this Agreement, the compliance by the Company with the terms and conditions hereof, nor the consummation by the Company of the transactions contemplated hereby will (a) violate any fraudulent conveyance laws, (b) violate any laws restricting the Company’s purchase of its Common Stock, (c) violate, result in a breach of, or constitute a default under its articles of incorporation or bylaws, as amended, or (d) violate, result in a breach of, or constitute a default under, in each case in any material respect, any agreement, instrument, judgment, order or decree to which the Company is a party or is otherwise bound or give to others any material rights or interests (including rights of purchase, termination, cancellation or acceleration) under any such agreement or instrument.

          3.04   The Company is acquiring the shares only for its own account, and not with a view to resell or otherwise distribute the Shares.

ARTICLE IV
Indemnification

          4.01   Indemnification.

          (a) The Seller will defend and hold harmless the Company for, and will pay to the Company any Damages arising from or in connection with any breach of any representation or warranty made by such Seller in Article II of this Agreement.

          (b) The Company will indemnify, defend and hold harmless the Seller for, and will pay to the Seller any Damages arising from or in connection with any breach of any representation or warranty made by the Company in Article III of this Agreement.

          (c) As used herein, “Damages” shall mean any loss, liability, claim, damage or expense (including reasonable attorneys’ fees), whether or not involving a third party claim.

-3-

ARTICLE V
Miscellaneous

          5.01   Further Assurances. Each of the parties hereto agrees on behalf of itself and its assigns or successors in interest that it will, without further consideration, upon reasonable request, execute, acknowledge and deliver such other documents and take such further actions as reasonably may be necessary to consummate the purchase and sale of the Shares.

          5.02   Expenses. Except as expressly provided in Article IV, each of the parties hereto agrees to pay all of their own respective closing costs and expenses (including, without limitation, attorneys’ fees), arising from this Agreement and the transactions contemplated hereby.

          5.03   Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida.

          5.04   Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements, express or implied, made by either party to the other party in connection with the subject matter hereof except as specifically set forth herein or in documents delivered pursuant hereto. To the fullest extent permitted by law, unless otherwise expressly provided for herein, no supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Company and the Seller. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

          5.05   Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

          5.06   Matters of Construction, Severability.

          (a) Construction. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

          (b) Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party hereto.

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          5.07   No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Company, the Seller and their respective successors.

          5.08   Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. No party may assign this Agreement or any of such party’s rights, interests or obligations hereunder without the prior approval of the other party hereto.

          5.09   Survival. The representations and warranties of the Seller and the Company shall survive the Closing for a period of 12 months after the Closing.

*      *      *      *

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

Ocwen Financial Corporation
By:	/s/ Ronald M. Faris
	Ronald M. Faris
	President
FF Plaza Partners
By:	/s/ William C. Erbey
	William C. Erbey