UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                 -----------------------------------------------

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                                 Date of report
                (Date of earliest event reported): July 27, 2006

                           OCWEN FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)



          Florida                       1-13219                  65-0039856
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)



                  1661 Worthington Road
                        Suite 100
                 West Palm Beach, Florida                          33409
         (Address of principal executive office)                 (Zip Code)


       Registrant's telephone number, including area code: (561) 682-8000


                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


                                   Page 1 of 9
                             Exhibit Index on Page 4

Item 2.02 Results of Operations and Financial Condition The news release of the Registrant dated July 27, 2006, announcing its second quarter 2006 results is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (a) - (b) Not applicable. (c) Exhibits The following exhibits are filed as part of this report: 99.1 Text of a press release by the Registrant dated July 27, 2006. Page 2 of 9

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. OCWEN FINANCIAL CORPORATION (Registrant) By: /s/ ROBERT J. LEIST, JR. --------------------------------- Robert J. Leist, Jr. Senior Vice President and Chief Accounting Officer Date: July 27, 2006 Page 3 of 9

INDEX TO EXHIBIT Exhibit No. Description Page - ----------- ----------- ---- 99.1 News release of Ocwen Financial Corporation, 5 dated July 27, 2006, announcing its Second quarter 2006 results and certain other information. Page 4 of 9

================================================================================
                                                                    Exhibit 99.1
[GRAPHIC OMITTED]
     OCWEN
                                                  Ocwen Financial Corporation(R)
================================================================================

FOR IMMEDIATE RELEASE               FOR FURTHER INFORMATION CONTACT:
                                        Robert J. Leist, Jr.
                                        Senior Vice President & Chief Accounting
                                         Officer
                                        T: (561) 682-7958
                                        E: robert.leist@ocwen.com
                                           ----------------------

                      OCWEN FINANCIAL CORPORATION ANNOUNCES
                         SECOND QUARTER 2006 NET INCOME

West Palm Beach, FL - (July 27, 2006) Ocwen Financial Corporation (NYSE:OCN)
today reported net income of $159.1 million or $2.53 per share for the second
quarter of 2006. This compares to $2.9 million or $0.05 per share for the second
quarter of 2005. For the six months ended June 30, 2006 net income was $175.6
million or $2.79 per share as compared to $5.3 million or $0.08 per share for
the same period in 2005. Second quarter results include a tax benefit of $141.7
million, primarily reflecting the reversal of $145.2 million of the valuation
allowance that had been established in prior years.

Chairman and CEO William C. Erbey stated "Our second quarter net income reflects
a tax benefit arising from the reversal of $145.2 million of the deferred tax
asset valuation allowance that we had established in prior years. We concluded
that our recent earnings results and future outlook met the accounting criteria
for recording this adjustment.

Our second quarter pre-tax results were driven primarily by the continued strong
performance of our Residential Servicing segment. As compared to the second
quarter and first half of last year, Residential Servicing reported higher
revenue and lower expenses. All of our other segments reported pre-tax earnings
in the second quarter of 2006 apart from our Residential Origination Services
segment which reported a loss of $(2.1) million in the second quarter, although
year to date results reflect pre-tax income of $2.9 million. Our 2006 results in
this segment are driven in large part by a limited number of loan purchase and
securitization transactions which typically span several quarters before they
are fully executed and thus create earnings variances across those periods.
These transactions resulted in losses of $(3.2) million in the second quarter of
2006 and a gain of $1.2 million for the first six months. No such transactions
occurred during the first half of 2005.

Our total assets declined by $274.1 million as compared to December 31, 2005,
primarily due to a reduction in loans held for resale of $510.2 million,
reflecting securitization transactions executed during the first half of this
year. This reduction was partially offset by increases of $44.6 million in cash
and equivalents, $27.1 million in our subordinate and residual trading portfolio
reflecting securities retained from securitization transactions and $151.0
million in our deferred tax assets, primarily due to the reduction of the
valuation allowance in the second quarter of 2006. Our leverage has improved in
the first half of the year as reflected by an equity to assets ratio of 32.7% as
of June 30, 2006 as compared to 18.7% as of December 31, 2005."




Residential Servicing

                                           Three months                 Six months
                                     ------------------------    ------------------------
For the periods ended June 30,          2006          2005          2006          2005
- ----------------------------------   ----------    ----------    ----------    ----------
                                                                   
Revenue ..........................   $   82,969    $   68,459    $  162,911    $  136,906
Operating expenses ...............       58,658        60,644       114,288       122,040
Other income (expense) ...........       (6,163)       (5,215)      (12,607)       (9,319)
                                     ----------    ----------    ----------    ----------
Pre-tax income (loss) ............   $   18,148    $    2,600    $   36,016    $    5,547
                                     ==========    ==========    ==========    ==========


      o     As of June 30, 2006, we were the servicer of approximately 404
            thousand loans with an unpaid principal balance (UPB) of $47.1
            billion as compared to approximately 369 thousand loans and $42.8
            billion of UPB at December 31, 2005.
      o     Revenue in the 2006 periods reflects increased servicing fees and
            float income from a larger servicing portfolio and higher interest
            rates.
      o     The decline in operating expenses reflects a reduction in interest
            paid to investors related to loan pay-offs as well as a reduction in
            operating expenses reflecting process improvements and automation.
            Operating expenses also include a provision of $2.9 million to
            increase litigation reserves related to ongoing cases.

                                  Page 5 of 9

Ocwen Financial Corporation Second Quarter 2006 Results July 27, 2006 Commercial Servicing Three months Six months ------------------------ ------------------------ For the periods ended June 30, 2006 2005 2006 2005 - ------------------------------------ ---------- ---------- ---------- ---------- Revenue ............................ $ 3,084 $ 4,558 $ 6,199 $ 8,999 Operating expenses ................. 2,784 4,025 5,634 8,398 Other income (expense) ............. (18) (198) (18) (245) ---------- ---------- ---------- ---------- Pre-tax income (loss) .............. $ 282 $ 335 $ 547 $ 356 ========== ========== ========== ========== o Revenue and expense declines primarily reflect the sale of GSS Japan and reduced revenue and expenses in GSS Taiwan reflecting reduced activity in that location. Ocwen Recovery Group Three months Six months ----------------------- ------------------------ For the periods ended June 30, 2006 2005 2006 2005 - ------------------------------------ ---------- ---------- ---------- ---------- Revenue ............................ $ 1,856 $ 3,274 $ 4,057 $ 7,086 Operating expenses ................. 1,928 3,057 4,561 6,454 Other income (expense) ............. 192 27 274 117 ---------- ---------- ---------- ---------- Pre-tax income (loss) .............. $ 120 $ 244 $ (230) $ 749 ========== ========== ========== ========== o The decline in revenue in the 2006 periods primarily reflects a shift in revenue from proprietary assets to lower yielding third-party contracts. o Operating expenses declined in 2006 as a result of process improvements, technology enhancements and a greater concentration of India resources. Residential Origination Services Three months Six months ------------------------ ----------------------- For the periods ended June 30, 2006 2005 2006 2005 - ------------------------------------ ---------- ---------- ---------- ---------- Revenue ............................ $ 14,431 $ 12,870 $ 29,006 $ 25,137 Operating expenses ................. 17,551 13,259 38,310 24,340 Other income (expense) ............. 1,037 2,113 12,244 3,761 ---------- ---------- ---------- ---------- Pre-tax income (loss) .............. $ (2,083) $ 1,724 $ 2,940 $ 4,558 ========== ========== ========== ========== o Second quarter and six month 2006 results include transaction losses of approximately $(3.2) million and transaction gains of $1.2 million, respectively, related to our securitization and loan sale activities. No such transactions were conducted in the first half of 2005. o Excluding these transactions, segment results reflect the net impact of losses in loan origination activities and declines in the revenue earned from our maturing UK residual securities portfolio, partially offset by improvements in our loan processing operations. Business Process Outsourcing Three months Six months ------------------------ ------------------------ For the periods ended June 30, 2006 2005 2006 2005 - ------------------------------------ ---------- ---------- ---------- ---------- Revenue ............................ $ 2,656 $ 2,858 $ 5,379 $ 5,443 Operating expenses ................. 1,963 2,575 4,688 5,030 Other income (expense) ............. (7) (19) (17) (51) ---------- ---------- ---------- ---------- Pre-tax income (loss) .............. $ 686 $ 264 $ 674 $ 362 ========== ========== ========== ========== o Revenue declines in 2006 reflect the loss of a client due to a merger during the first quarter of the year. o Expenses have declined as a result of cost reduction efforts initiated during the second quarter. Page 6 of 9

Ocwen Financial Corporation Second Quarter 2006 Results July 27, 2006 Corporate Items and Other Three months Six months ----------------------- ------------------------ For the periods ended June 30, 2006 2005 2006 2005 - ------------------------------------ ---------- ---------- ---------- ---------- Revenue ............................ $ 140 $ (4) $ 34 $ (68) Operating expenses ................. 1,530 2,489 4,247 4,476 Other income (expense) ............. 1,631 2,499 3,118 1,082 ---------- ---------- ---------- ---------- Pre-tax income (loss) .............. $ 241 $ 6 $ (1,095) $ (3,462) ========== ========== ========== ========== o Results for 2006 include a gain of approximately $0.9 million in the first quarter representing interest income arising from a cash distribution on a commercial residual security now approaching the end of its economic life, and a gain of approximately $1.2 million from the sale of a real estate asset in the second quarter. o In the first six months of 2005 we retained greater interest expense in Corporate, reflecting the high cash balances we were holding in preparation for debanking, and also incurred expenses in Corporate related to that initiative. Ocwen Financial Corporation is a leading provider of servicing and origination processing solutions to the loan industry with headquarters in West Palm Beach, Florida, offices in, Orlando, Florida, Downers Grove, Illinois and Atlanta, Georgia and global operations in Canada, Germany, India and Taiwan. We make our clients' loans worth more by leveraging our superior processes, innovative technology and high-quality, cost-effective global human resources. Additional information is available at www.ocwen.com. ------------- This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to the securitization market and our plans to securitize loans and expectations as to the impact of rising interest rates and cost-effective resources in India. Forward-looking statements are not guarantees of future performance, and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the following: general economic and market conditions, prevailing interest or currency exchange rates, governmental regulations and policies, international political and economic uncertainty, availability of adequate and timely sources of liquidity, federal income tax rates, real estate market conditions and trends and the outcome of ongoing litigation as well as other risks detailed in OCN's reports and filings with the Securities and Exchange Commission, including its periodic report on Form 10-K for the year ended December 31, 2005 and Form 10-Q for the quarter ended March 31, 2006. The forward-looking statements speak only as of the date they are made and should not be relied upon. OCN undertakes no obligation to update or revise the forward-looking statements. Page 7 of 9

Ocwen Financial Corporation Second Quarter 2006 Results July 27, 2006 OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except share data) Three months Six months ---------------------------- ---------------------------- For the periods ended June 30, 2006 2005 2006 2005 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ Revenue Servicing and subservicing fees ....................... $ 82,772 $ 71,651 $ 162,857 $ 144,031 Process management fees ............................... 18,837 17,454 38,149 34,406 Other revenues ........................................ 3,527 2,910 6,580 5,066 ------------ ------------ ------------ ------------ Total revenue .................................... 105,136 92,015 207,586 183,503 ------------ ------------ ------------ ------------ Operating expenses Compensation and benefits ............................. 22,006 24,355 47,707 48,727 Amortization of servicing rights ...................... 27,663 24,930 53,952 50,045 Servicing and origination ............................. 12,707 15,148 25,904 29,181 Technology and communications ......................... 6,034 7,862 12,673 15,261 Professional services ................................. 7,620 5,715 15,399 10,733 Occupancy and equipment ............................... 4,823 4,571 9,799 8,813 Other operating expenses .............................. 3,561 3,468 6,294 7,978 ------------ ------------ ------------ ------------ Total operating expenses ......................... 84,414 86,049 171,728 170,738 ------------ ------------ ------------ ------------ Other income (expense) Interest income ....................................... 6,298 6,764 24,411 13,096 Interest expense ...................................... (10,062) (9,072) (27,316) (17,512) Gain (loss) on trading securities ..................... 1,701 (1,269) 1,327 (2,667) Gain (loss) on loans held for resale, net ............. (3,437) -- (1,221) -- Other, net ............................................ 2,172 2,784 5,793 2,428 ------------ ------------ ------------ ------------ Other income (expense), net ...................... (3,328) (793) 2,994 (4,655) ------------ ------------ ------------ ------------ Income before income taxes ................................. 17,394 5,173 38,852 8,110 Income tax expense (benefit) ............................... (141,692) 2,265 (136,767) 2,815 ------------ ------------ ------------ ------------ Net income ............................................ $ 159,086 $ 2,908 $ 175,619 $ 5,295 ============ ============ ============ ============ Earnings per share Basic ................................................... $ 2.53 $ 0.05 $ 2.79 $ 0.08 Diluted ................................................. $ 2.23 $ 0.05 $ 2.47 0.08 Weighted average common shares outstanding Basic ................................................... 62,821,428 62,809,286 63,033,454 62,776,469 Diluted (1) ............................................. 71,767,873 63,709,246 71,876,666 63,864,247 (1) For purposes of computing diluted earnings per share, the 2006 periods reflect the assumed conversion of our 3.25% Convertible Notes into 7,962,205 shares of common stock. Conversion of the Convertible Notes has not been assumed for the 2005 periods because the effect would be anti-dilutive. Page 8 of 9

Ocwen Financial Corporation Second Quarter 2006 Results July 27, 2006 OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share data) June 30, December 31, 2006 2005 ------------ ------------ Assets Cash ...................................................................... $ 204,134 $ 269,611 Trading securities, at fair value Investment grade ..................................................... 111,780 1,685 Subordinates and residuals ........................................... 57,421 30,277 Loans held for resale ..................................................... 114,485 624,671 Advances .................................................................. 263,963 219,716 Match funded advances ..................................................... 351,593 377,105 Mortgage servicing rights ................................................. 151,501 148,663 Receivables ............................................................... 60,738 68,266 Deferred tax assets, net .................................................. 171,300 20,270 Premises and equipment, net ............................................... 37,446 40,108 Other assets .............................................................. 55,655 53,761 ------------ ------------ Total assets ......................................................... $ 1,580,016 $ 1,854,133 ============ ============ Liabilities and Stockholders' Equity Liabilities Match funded liabilities ............................................. $ 313,963 $ 339,292 Servicer liabilities ................................................. 316,277 298,892 Lines of credit and other secured borrowings ......................... 187,835 626,448 Debt securities ...................................................... 150,329 154,329 Other liabilities .................................................... 93,283 85,912 ------------ ------------ Total liabilities ............................................... 1,061,687 1,504,873 ------------ ------------ Minority interest in subsidiary ........................................... 1,892 1,853 Stockholders' Equity Common stock, $.01 par value; 200,000,000 shares authorized; 62,429,907 and 63,133,471 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively ............... 624 631 Additional paid-in capital ........................................... 176,320 184,262 Retained earnings .................................................... 338,817 163,198 Accumulated other comprehensive income (loss), net of taxes .......... 676 (684) ------------ ------------ Total stockholders' equity ........................................... 516,437 347,407 ------------ ------------ Total liabilities and stockholders' equity ...................... $ 1,580,016 $ 1,854,133 ============ ============ Page 9 of 9