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 23, 2004

                           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.)

                              The Forum, Suite 1000
         1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401
                (Address of principal executive office)(Zip Code)

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

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

                                   Page 1 of 5
                             Exhibit Index on Page 4

Item 5.       Other Events

              The news release of the Registrant dated July 23, 2004,
              announcing the pricing of its convertible senior unsecured notes
              is attached hereto and filed herewith as Exhibit 99.1.

Item 7.       Financial Statements, Pro Forma Financial Information 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 23, 2004.



        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

                                 By: /s/ MARK S. ZEIDMAN
                                     Mark S. Zeidman
                                     Senior Vice President and
                                     Chief Financial Officer

Date:   July 23, 2004


                                INDEX TO EXHIBIT

   Exhibit No.      Description                                       Page
   -----------      -----------                                       ----

       99.1         News release of Ocwen Financial                    5
                    Corporation, dated July 23, 2004,
                    announcing the pricing of its convertible
                    senior unsecured notes.