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): February 4, 2005

                           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)

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

[ ]  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))

Item 1.01 Entry into a Material Definitive Agreement.

In connection with our previously disclosed proposed "debanking" process, on
February 4, 2005, Ocwen Financial Corporation and its subsidiary, Ocwen Federal
Bank FSB (collectively "Ocwen"), entered into a Branch Purchase and Deposit
Assumption Agreement (the "Branch Purchase Agreement") with Marathon National
Bank of New York ("Marathon"). Pursuant to the Branch Purchase Agreement,
Marathon agreed to assume the deposit liabilities of the accounts associated
with Ocwen's bank branch facility in Fort Lee, N.J. (the "Branch"). In addition,
Marathon will take over the lease and other contracts and acquire assets related
to the Branch. In connection with that closing, Ocwen will make a cash payment
to Marathon, which payment is calculated based upon, among other things, the
amount of those deposit account liabilities as of the closing. As of January 31,
2005, the amount of the deposit liabilities of the accounts subject to the
Branch Purchase Agreement was approximately $242 million. The transaction is
subject to regulatory and other customary approvals and conditions. Please
review our periodic filings with the Securities and Exchange Commission,
including our Form 10-Q for the period ended September 30, 2004, for more
information regarding our proposed "debanking" process.


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/ WILLIAM C. ERBEY
                                                             William C. Erbey
                                                      Chief Executive Officer

Date: February 10, 2005