SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                     __________________________________


                                  FORM 8-A

                     __________________________________


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



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




          FLORIDA                                  65-0039856
(State of incorporation or             (I.R.S. Employer Identification No.)
     organization)



THE FORUM, 1675 PALM BEACH LAKES BLVD., #1000, WEST PALM BEACH, FL     33401
(Address of principal executive offices)                            (Zip code)



      Securities to be registered pursuant to Section 12(b) of the Act:

                                    None

      Securities to be registered pursuant to Section 12(g) of the Act:

                  COMMON STOCK, PAR VALUE $0.01 PER SHARE
                              (Title of class)

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

          See "Description of Capital Stock" in the  Prospectus  related to
     the  Common  Stock  Offering included in Ocwen Financial Corporation's
     (the "Registrant" or the "Company")  Registration Statement on Form S-
     1 (File No. 333-05153)  filed  with the Commission on June 4, 1996, as
     amended, which is hereby incorporated by reference.

ITEM 2.   EXHIBITS

    *3.1  Amended and Restated Articles of Incorporation of Ocwen Financial
          Corporation

    *3.2  Bylaws of Ocwen Financial Corporation

    *4.0  Form of Stock Certificate of Ocwen Financial Corporation


     *Previously  filed  with the Securities  and  Exchange  Commission  as
exhibits to the Registrant's  Registration  Statement on Form S-1 (File No.
333-05153).  Such exhibits are incorporated herein by reference.

                                  SIGNATURE


     Pursuant to the requirements of Section  12 of the Securities Exchange
Act of 1934, the registrant has duly caused this  registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                               OCWEN FINANCIAL CORPORATION



Date:  September 11, 1996      By:/S/ STEPHEN C. WILHOIT
                               Stephen C. Wilhoit, Senior Vice President