ORIGEN FINANCIAL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 22, 2004

To the Stockholders:

     Notice is hereby given that the Annual Meeting of Stockholders of Origen Financial, Inc. (the “Company”) will be held at the Birmingham Community House, 380 South Bates, Birmingham, Michigan 48009, on Thursday, July 22, 2004, at 10:00 a.m., local time, for the following purposes:

     A proxy statement containing information relevant to the Annual Meeting appears on the following pages.

     Only holders of Common Stock of record at the close of business on June 18, 2004, are entitled to notice of and to vote at the meeting or any adjournments.

     If you do not plan to attend the meeting and you wish to vote in accordance with the Board of Director’s recommendations, it is not necessary to specify your choices; merely sign, date, and return the enclosed Proxy Card. If you attend the meeting, you may withdraw your Proxy and vote your own shares.

Dated: June 23, 2004

     ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE ENCOURAGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT PURPOSE.

ORIGEN FINANCIAL, INC.

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 22, 2004

PROXIES AND SOLICITATIONS

     This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Origen Financial, Inc. (“Origen”) to be used at the Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournments. If it is received in time for the Annual Meeting and has not been revoked in accordance with the instructions set forth herein, the shares represented by a valid proxy will be voted in accordance with the specifications, if any, contained in such executed proxy. If no instructions are given, proxies will be voted: (a) FOR election of the six nominees for the Board; and (b) at the discretion of Ronald A. Klein and W. Anderson Geater, Jr., the Board’s designated representatives for the Annual Meeting, with respect to such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. A proxy executed in the enclosed form may be revoked by the person signing it at any time before it is exercised. Proxies may be revoked by filing with Origen’s Secretary, any time prior to the time set for commencement of the Annual Meeting, a written notice of revocation bearing a later date than the proxy, or by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy).

     In addition to the use of mails, proxies may be solicited by personal interview, telephone and telegram, by directors, officers and employees of Origen. Arrangements may also be made with brokerage houses or other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares of Origen’s common stock (the “Common Stock”) held of record by such persons, and Origen may reimburse such persons for reasonable out-of-pocket expenses incurred in forwarding material. Origen anticipates that fees and expenses for the foregoing parties will not exceed $1,000. Origen will bear the costs of all proxy solicitation.

     Origen’s executive offices are located at 27777 Franklin Road, Suite 1700, Southfield, Michigan 48034. The approximate date of mailing of this proxy statement and the enclosed proxy materials to Origen’s stockholders is June 23, 2004.

TIME AND PLACE OF MEETING

     The Annual Meeting will be held at the Birmingham Community House, 380 South Bates, Birmingham, Michigan 48009, on Thursday, July 22, 2004, at 10 a.m., local time. This meeting was scheduled as soon as practicable after our initial public offering, which we completed on May 11, 2004. We expect to hold the 2005 annual meeting and subsequent annual meetings in May or June.

VOTING RIGHTS AND
PRINCIPAL HOLDERS OF VOTING SECURITIES

     Only stockholders of record at the close of business on June 18, 2004 are entitled to notice of and to vote at the Annual Meeting or at any adjournments. As of that date, Origen had 25,118,400 shares of Common Stock issued, outstanding and entitled to vote held by approximately 68 holders of record. Each outstanding share entitles the record holder to one vote. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy. Each share of Common Stock outstanding on the record date entitles the holder thereof to one vote upon each matter to be voted upon at the Annual Meeting.

     If your shares are held in “street name,” your brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have authority under the rules of the Nasdaq Stock Market (“Nasdaq”) to vote customers’ unvoted shares on some routine matters. If you do not give a proxy to your brokerage firm to vote your shares, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted. The election of directors is considered a routine matter. Shares held by brokers as to which voting instructions have not been received from the beneficial owners with respect to non-routine matters are referred to as “broker non-votes.” We encourage you to provide voting instructions to your brokerage firm by returning your completed proxy. This ensures your shares will be voted at the meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive this proxy statement.

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     The presence, in person or by proxy, of outstanding shares of Common Stock representing a majority of the total votes entitled to be cast is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions or broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

     With respect to the election of directors, the directors will be elected by a plurality of all votes cast at the Annual Meeting. Accordingly, abstentions and broker non-votes as to the election of directors will have no effect on the results of the vote.

     If there is not a quorum at the Annual Meeting, the chairman of the Annual Meeting may adjourn the Annual Meeting until such time as there is a quorum. The Annual Meeting may be reconvened without notice to the stockholders, other than an announcement at the prior adjournment of the Annual Meeting, within 30 days after the record date, and a quorum must be present at such reconvened Annual Meeting.

     Information concerning principal holders of our Common Stock is discussed under “Security Ownership of Certain Beneficial Owners and Management.”

INCORPORATION BY REFERENCE

     To the extent this proxy statement will be specifically incorporated by reference into any filing by Origen under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the sections of this proxy statement entitled “Report of the Audit Committee,” and “Report of the Compensation Committee on Executive Compensation” shall not be deemed to be so incorporated unless specifically otherwise provided in any such filing.

ANNUAL REPORT

     Stockholders are concurrently being furnished with a copy of Origen’s 2003 Annual Report which contains its audited financial statements as of December 31, 2003. We will provide additional copies of the 2003 Annual Report to each person solicited by this Proxy Statement without charge, upon written request to Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, Michigan 48034.

STOCKHOLDERS’ PROPOSALS

     Any and all stockholder proposals for inclusion in the proxy materials for Origen’s next Annual Meeting of Stockholders must comply with the rules and regulations promulgated under the Exchange Act and must be received by Origen, at its offices at 27777 Franklin Road, Suite 1700, Southfield, Michigan 48034, not later than February 21, 2005, provided, however, that if the next Annual Meeting is held more than 30 days before or after July 22, 2005, the deadline for stockholder proposals will be a reasonable time before we begin to print and mail our proxy materials for the next Annual Meeting. All stockholder proposals should be addressed to Origen’s Secretary.

ELECTION OF DIRECTORS

     The first matter to be considered at the Annual Meeting will be the election of six directors. It is proposed that these positions be filled by persons nominated to the Board by management. Each director shall be elected by a plurality of the votes cast at the Annual Meeting. Therefore, if a quorum is present, abstentions and broker non-votes will have no effect on the election of directors. Proxies will be tabulated by Origen’s transfer agent. The Inspector of Elections appointed at the Annual Meeting will then combine the proxy votes with the votes cast at the Annual Meeting. Each director elected at the Annual Meeting will serve for a term commencing on the date of the Annual Meeting and continuing until the Annual Meeting of Stockholders to be held in 2005 or until his successor is duly elected and qualified. In the absence of directions to the contrary, proxies will be voted in favor of the election of the nominees listed below.

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     If any of the nominees named below are unavailable to serve for any reason, then a valid proxy may be voted for the election of such other persons as the person or persons voting the proxy may deem advisable in accordance with their best judgment. Management has no present knowledge that any of the persons named will be unavailable to serve. In any event, the enclosed proxy can be voted for only the six nominees named in this proxy statement or their substitutes.

     THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE NOMINEES UNLESS INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

     The following list identifies each incumbent director and nominee for election to the Board at the Annual Meeting and describes each person’s principal occupation for the past five years. Each of the directors has served continuously from the date of his election to the present time.

     Paul A. Halpern. Mr. Halpern has been our Chairman of the Board since August 2003. He is a member of the Audit Committee and the Nominating and Governance Committee and an alternate member of the Executive Committee. From January 2002 until December 2003, Mr. Halpern was a manager of Origen Financial L.L.C., which we acquired in October 2003. Mr. Halpern is currently the manager of Woodward Holding, LLC, one of our stockholders. Mr. Halpern has also served as Vice President of Operations of Guardian Energy Management Corp., an oil and gas exploration and production company, which is a subsidiary of Guardian Industries Corp., a glass manufacturing corporation, since 1990. In addition, Mr. Halpern has served as Associate Tax Counsel of Guardian Industries Corp. since 1988. From 1979 through 1988, Mr. Halpern was employed in various capacities by both McDermott Incorporated and McDermott International, Inc. (collectively, “McDermott”), with his last position as Tax Director for McDermott Incorporated. Before joining McDermott, Mr. Halpern worked in the tax department of the public accounting firm of Alexander Grant & Company.

     Ronald A. Klein. Mr. Klein has served as our Chief Executive Officer since August 2003. He is a member of the Executive Committee. Mr. Klein joined Origen Financial L.L.C.’s predecessor in February 1999. Since 1999, Mr. Klein has served as a director and as Chief Executive Officer and President of Bingham Financial Services Corporation (“Bingham”), a predecessor of Origen Financial L.L.C. that was dissolved in January 2004. In addition, he has served as the Managing Director of Equity Growth L.L.C., a private real estate investment company since 1994. From 1990 to 1994, Mr. Klein served as Executive Vice President of Alaron Inc., an international distributor of consumer electronics. Prior to joining Alaron Inc., Mr. Klein was a member of the Chicago Board Options Exchange since 1985. Mr. Klein has also served as the Managing Director of a financial derivatives trading firm and, before 1985, he was in the private practice of law.

     Richard H. Rogel. Mr. Rogel has been one of our directors since August 2003. He is the Chairman of the Audit Committee and a member of the Compensation Committee and the Executive Committee. Mr. Rogel has been a director of CoolSavings, Inc., a publicly-traded online direct marketing and media company, since 1996, has served as its Chairman of the Board since July 2001 and has been the Chairman of its audit committee since June 1998. In 1982, Mr. Rogel founded Preferred Provider Organization of Michigan, Inc., a preferred provider organization, and served as its Chairman from its inception until it was sold in 1997. Mr. Rogel is the President of the University of Michigan Alumni Association, chairs the University of Michigan’s Business School Development Advisory Board and serves on other boards of the University.

     Gary A. Shiffman. Mr. Shiffman has been one of our directors since August 2003. Mr. Shiffman was a manager of Origen Financial L.L.C. from its formation in 2001 until December 2003. Mr. Shiffman has served as Chief Executive Officer and as a director of Sun Communities since 1994, and as Chairman of the Board and President of Sun Communities, Inc. (“Sun Communities”), a publicly held REIT with its stock traded on the New York Stock Exchange, since March 2000.

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     Michael J. Wechsler. Mr.Wechsler has been one of our directors since August 2003. He is a member of the Compensation Committee and the Nominating and Governance Committee and an alternate member of the Executive Committee. Mr. Wechsler has served as Executive Vice President, Credit of CharterMac since October 2003. CharterMac is a publicly traded real estate financial services company. It is one of the largest owners of multi-family housing in the United States and is one of the country’s largest investors in Low Income Housing Tax Credits. Mr. Wechsler served as Chief Operating Officer of the Related Companies, LP, a major developer of multifamily affordable housing nationwide, from 1987 until 1997 and as Chief Credit Officer of Related from 1997 until 2003. Prior to joining the Related Companies, LP, he held various positions in the Real Estate Division of Chemical Bank for over twenty years. His last position was Senior Vice President and Managing Director, with overall responsibility for the Real Estate Division’s administration and lending activities in 25 states and New York City.

     James A. Williams. Mr. Williams has been one of our directors since August 2003. He is the Chairman of the Compensation Committee and a member of the Audit Committee, the Executive Committee and the Nominating and Governance Committee. From 2001 until it was acquired in October 2003, Mr. Williams served as a director of Chateau Communities, Inc., a publicly-traded equity real estate investment trust and an owner/manager of manufactured home communities. Mr. Williams has been a director of Standard Federal Bank and LaSalle Bank Corporation since 2001 and has served on LaSalle’s audit committee since 2001. Mr. Williams has been a partner with Williams, Williams, Ruby & Plunkett, P.C., a Michigan-based law firm, since he founded the firm in 1972. He also currently serves as Managing General Partner of Jamison Management Company, which operates manufactured housing developments. Mr. Williams is the chairman of the Henry Ford Hospital of West Bloomfield, Michigan, and former chairman of the Michigan National Corporation.

     To the best of Origen’s knowledge, there are no material proceedings to which any nominee is a party, or has a material interest, adverse to Origen. To the best of Origen’s knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions that are material to the evaluation of the ability or integrity of any nominee during the past five years.

Board of Directors and Committees

     The Board met twice during 2003 and took various actions pursuant to resolutions adopted by unanimous written consent. All directors attended at least 75% of the meetings of the Board and each committee on which they served.

     Several important functions of the Board may be performed by committees that are comprised of members of the Board. Origen’s Bylaws authorize the formation of these committees and grant the Board the authority to prescribe the functions of each committee and the standards for membership of each committee. In addition, the Board appoints the members of each committee. The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and an Executive Committee. You may find copies of the charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee under the “Investors” section of our website at www.origenfinancial.com.

     The Audit Committee operates pursuant to a charter that was approved by the Board in January 2004, which is attached as Appendix A to this proxy statement. The Audit Committee, among other functions, (1) has the sole authority to appoint, retain, terminate and determine the compensation of Origen’s independent accountants, (2) reviews with Origen’s independent accountants the scope and results of the audit engagement, (3) approves professional services provided by Origen’s independent accountants, and (4) reviews the independence of Origen’s independent accountants. The current members of the Audit Committee are Messrs. Rogel (Chairman), Halpern and Williams, all of whom are “independent” as that term is defined in the rules of the SEC and applicable Nasdaq rules. The Audit Committee held one formal meeting and several informal meetings during the fiscal year ended December 31, 2003. The Board has determined that each of Messrs. Halpern and Rogel are “audit committee financial experts,” as defined by SEC rules. See “Report of the Audit Committee.”

     The Compensation Committee operates pursuant to a charter that was approved by the Board in March 2004. The Compensation Committee, among other functions, (1) reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of such goals and objectives, and determines and approves the compensation of the Chief Executive Officer based on these evaluations, (2) approves the compensation of Origen’s other executive officers, and (3) oversees Origen’s incentive-compensation plans and equity-based plans. The current members of the Compensation Committee are Messrs. Williams (Chairman), Wechsler and Rogel, all of whom are independent directors under the Nasdaq rules. Given the shortness of our fiscal year ended December 31, 2003, the Compensation Committee did not hold any formal meetings during that period. Instead the entire Board performed the function of the Compensation Committee during that period.

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     The Nominating and Governance Committee operates pursuant to a charter that was approved by the Board in March 2004. The Nominating and Governance Committee, among other functions, is responsible for to (a) developing and monitoring our corporate governance principles; (b) assisting the Board in identifying individuals qualified to become members of the Board and members of its various committees, consistent with criteria approved by the Board; (c) selecting the director nominees for each annual meeting of stockholders and the committee nominees; and (d) overseeing the evaluation of the Board and management. The current members of the Nominating and Governance Committee are Messrs. Halpern, Wechsler and Williams, all of whom are independent under the Nasdaq rules. The Nominating and Governance Committee is currently in the process of establishing a policy with regard to the consideration of director candidates recommended by stockholders. Given the shortness of our fiscal year ended December 31, 2003, the Nominating and Governance Committee did not hold any formal meetings during that period.

     The Executive Committee was established to exercise certain enumerated powers and duties of the Board between regular Board meetings. The Executive Committee has the authority to approve the following actions: (1) the acquisition and sale of loans and loan portfolios; (2) financing transactions; and (3) the securitization of loans and loan portfolios. The current members of the Executive Committee are Messrs. Williams, Rogel and Klein. Messrs. Wechsler and Halpern serve as alternate members in the case of an absence of one of the regular Executive Committee members. The Executive Committee did not hold any formal meetings during the fiscal year ended December 31, 2003. Given the shortness of our fiscal year ended December 31, 2003, the Executive Committee did not hold any formal meetings during that period. Instead the entire Board performed the function of the Compensation Committee during that period.

Communications with the Board

     If you wish to communicate with any of the directors of the Board or the Board as a group, you may do so by writing to them at [Name(s) of Director(s)/Board of Directors of Origen Financial, Inc.], 27777 Franklin Road, Suite 1700, Southfield, MI 48034.

     If you wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, you may do so by writing to the Chairman of the Audit Committee of Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, MI 48034. You are welcome to make any such report anonymously but Origen prefers that you identify yourself so that Origen may contact you for additional information if necessary or appropriate.

     If you wish to communicate with our non-management directors as a group, you may do so by writing to Non-Management Directors of Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, MI 48034.

     Origen recommends that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by Origen will be forwarded promptly to the addressee(s).

Independence of Non-Employee Directors

     The Nasdaq rules require that a majority of the Board consist of members who are independent. There are different measures of director independence under Nasdaq rules, under Section 16 of the Exchange Act and under Section 162(m) of the Internal Revenue Code of 1986, as amended. The Board has reviewed information about each of Origen’s non-employee directors and determined that Messrs. Halpern, Rogel, Williams and Wechsler are independent directors.

Report of the Audit Committee

     The Board maintains an Audit Committee comprised of three of Origen’s directors. The directors who serve on the Audit Committee are all “independent” for purposes of the Nasdaq Stock Market listing standards and applicable Exchange Act rules. The Audit Committee held one formal meeting and several informal meetings during the 2003 fiscal year.

     In accordance with its written charter, the Audit Committee assists the Board with fulfilling its oversight responsibility regarding the quality and integrity of the accounting, auditing and financial reporting practices of Origen. In discharging its oversight responsibilities regarding the audit process, the Audit Committee:

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     Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in Origen’s Registration Statement on Form S-11, as filed with the Securities and Exchange Commission on February 5, 2004.

     The Audit Committee has considered and determined that the level of fees of Grant Thornton LLP’s for provision of services other than the audit services is compatible with maintaining the auditor’s independence.

Respectfully Submitted,
Members of the Audit Committee:
Richard H. Rogel
Paul A. Halpern
James A. Williams

MANAGEMENT AND COMPENSATION

Executive Officers

     The persons listed below are the current executive officers of Origen. Each is annually appointed by, and serves at the pleasure of, the Board.

       Background information for Mr. Klein is provided under “Election of Directors,” above.

     J. Peter Scherer. Mr. Scherer has served as our President and Head of Operations since August 2003. Mr. Scherer joined Origen Financial L.L.C.’s predecessor in December 1999. Since October 1999, Mr. Scherer has served as Chief Operating Officer of Bingham. From 1984 through 1998, Mr. Scherer served in various capacities at The Taubman Company, including most recently as Senior Vice President and chairman of the asset management group. From 1976 to 1980 and from 1980 to 1984, he was an attorney with American Motors Corporation and Volkswagen of America, Inc., respectively. Prior to joining American Motors Corporation, Mr. Scherer was engaged in the private practice of law.

     W. Anderson Geater, Jr. Mr. Geater has served as our Chief Financial Officer since August 2003 and as our Secretary since January 2004. Mr. Geater joined Origen Financial L.L.C.’s predecessor in April 2000. Since April 2000, Mr. Geater has served as Chief Financial Officer and Treasurer of Bingham. From April 1994 through April 2000, Mr. Geater served as Chief Financial Officer and Chief Administrative Officer of Univest Financial Services Holdings, LLC and Central Park Capital, LLC. He also served as Chief Operating Officer of First Mortgage Strategies Group, Inc. from 1991 to 1993, and as Director of Financial Services for Pannell Kerr Forster, a public accounting firm from 1990 to 1991. From 1975 to 1990, Mr. Geater served as Executive Vice President and Chief Financial Officer of Leader Federal Bank for Savings. Prior to joining Leader Federal Bank for Savings, Mr. Geater was an audit supervisor with the public accounting firm of KPMG Peat Marwick.

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     Mark Landschulz. Mr. Landschulz has served as our Executive Vice President of Portfolio Management since August 2003. Mr. Landschulz joined Origen Financial L.L.C.’s predecessor in February 2000 as its Executive Vice President of Portfolio Management. From 1997 to 2000, Mr. Landschulz was the founding principal of Landworks Enterprises, a private consulting practice. Prior to founding Landworks Enterprises, Mr. Landschulz served as Senior Vice President for Knutson Mortgage Corporation from April 1996 to December 1996. From February 1990 to April 1996, Mr. Landschulz served as a director and Vice President of GE Capital Mortgage. From 1988 to 1990, he served as Chief Financial Officer of a Fannie Mae approved seller/servicer, regional mortgage banking firm.

     O. Douglas Burdett. Mr. Burdett has served as our Executive Vice President, Manager of Loan Servicing since August 2003. He joined Origen Financial L.L.C. as its Executive Vice President, Manager of Loan Servicing in May 2002. From July 1999 to April 2002, Mr. Burdett served as Vice President, National Asset Manager of CitiFinancial Associates Housing Finance and led its manufactured housing loan servicing operation. From December 1997 to July 1999, he was employed by First Union Bank as Director and Asset Manager for The Money Store. From 1972 through 1997, Mr. Burdett was employed by GE Capital Corporation, where he led its customer service, loss mitigation and default groups in a number of business units ranging from consumer and mortgage as Vice President GE Capital Mortgage to commercial and government services as Senior Vice President GE Asset Management.

     Paul Galaspie. Mr. Galaspie has served as our Senior Vice President and Chief Information Officer since August 2003. Mr. Galaspie joined the predecessor of Origen Financial L.L.C. in March 1994, and served in various capacities, including as Senior Vice President and Chief Information Officer. Beginning in March 1994, Mr. Galaspie served in various capacities for Origen Financial L.L.C.’s predecessors, including as a Senior Programmer Analyst for Saxon Mortgage Funding Corp. Prior to March 1994, Mr. Galaspie worked for PSA, a national photographic retailer, in their marketing department as a programmer/analyst.

     David M. Rand. Mr. Rand has served as our Senior Vice President, Sales and Marketing since August 2003. Mr. Rand joined the predecessor of Origen Financial L.L.C. in June 1998, and served in various capacities, including as Senior Vice President — Marketing and Business Development. Prior to joining the predecessor of Origen Financial L.L.C., he was employed by Associates First Capital Corporation as Vice President — New Business/Product Development from April 1996 to June 1998, and as Director — Corporate Training from November 1993 to April 1996. Prior thereto, Mr. Rand held various positions with General Electric Capital Corporation.

     Benton Sergi. Mr. Sergi has served as our Senior Vice President, Operations since August 2003. He joined Origen Financial L.L.C. in the same position in June 2003. From April 2002 to June 2003, Mr. Sergi served as Executive Vice President, National Sales and Operations of HomePride Finance Corp, a subsidiary of Champion Enterprises, Inc. He also served as Senior Vice President of Sales and Operations of CIT Group, from 1997 to 2002, and held various positions with Key Bank USA, NA in its sales finance division from 1987 to 1997. Prior to joining Key Bank USA, NA, Mr. Sergi was employed by The Midwest Bank & Trust Company in its installment loan and credit card sales departments.

     To the best of Origen’s knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions that are material to the evaluation of the ability or integrity of any executive officer during the past five years.

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Executive Compensation

     The following table summarizes the compensation we paid to our Chief Executive Officer and each of our four other highest paid executive officers (the “Named Executive Officers”) during the period from October 8, 2003 (when we began operations) through December 31, 2003.

SUMMARY COMPENSATION TABLE

     Section 162(m) of the Internal Revenue Code disallows a tax deduction to public companies for compensation paid in excess of $1,000,000 for any fiscal year to the company’s chief executive officer and the four other most highly compensated executive officers. To qualify for deductibility under Section 162(m), compensation in excess of $1,000,000 annual maximum paid to these executive officers must be “performance-based” compensation, as determined under Section 162(m). For these purposes, compensation generally includes base salary, annual bonuses, stock option exercises, compensation attributable to restricted shares vesting and nonqualified benefits. While it is our intention to structure compensation so that it satisfies the “performance-based” compensation requirements under Section 162(m) to the fullest extent possible, if we become subject to the provisions of Section 162(m), the Compensation Committee will balance the costs and burdens involved in doing so against the value to us and our stockholders of the tax benefits to be obtained by us. Accordingly, we reserve the right, should Section 162(m) apply, to design compensation programs that recognize a full range of

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performance criteria important to our success, even where the compensation paid under such programs may not be deductible as a result of the application of Section 162(m).

     We have adopted a non-qualified capital accumulation plan that provides supplemental compensation to certain executive officers and employees on a deferred basis. We have the discretion to select which employees will be eligible to participate in the plan. The plan is intended to attract and maintain qualified individuals in key positions. The deferred compensation under the plan vests over a ten-year period, with the first 30% vesting beginning on the third anniversary of the employee’s participation in the plan, and the remainder vesting at a rate of 10% per year, until the tenth anniversary of the employee’s participation in the plan. The deferred compensation is paid to the employee, in a lump sum, following the tenth anniversary of the participant’s enrollment in the plan. If a participant’s employment is terminated for any reason after the third anniversary, but before the tenth anniversary, of his or her enrollment in the plan, we will pay the participant his or her vested portion of the deferred compensation, in a lump sum, following the tenth anniversary of his or her enrollment in the plan. If a participant dies before he or she has been enrolled in the plan for ten years, we have no obligation to pay any amount to the participant or the participant’s beneficiaries. The following table sets forth the compensation payable to our named executive officers under the capital accumulation plan.

     We have adopted a split-dollar life insurance plan that, through individual life insurance policies, provides death benefits to a participant’s beneficiaries and coordinates with the capital accumulation plan described above. Under the split-dollar plan, we are the sole owner of each life insurance policy and pay all premiums due under the policies. Upon a participant’s death, a portion of the death benefit is paid to the participant’s designated beneficiary and a portion of the death benefit is paid to us. It is intended that the policies under the split-dollar plan provide key man insurance benefits to us, and the cash build-up in the policies is intended to fund the payment of benefits under our capital accumulation plan described above. Participation in the split-dollar plan terminates upon the earlier of a participant’s death or the tenth anniversary of a participant’s enrollment in our capital accumulation plan described above. In addition, the split-dollar plan will terminate, as to all participants, upon the total cessation of our business, if we file for bankruptcy, are put into receivership or upon our dissolution. Upon the plan’s termination, participants have the right to acquire the life insurance policy from us for the then current cash surrender value of the policy.

OPTION GRANTS IN LAST FISCAL YEAR

     The following table contains information describing the stock options we have granted to our Named Executive Officers in 2003. The table also lists potential realizable values of such options on the basis of assumed annual compounded share appreciation rates of 5% and 10% over the life of the options.

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AGGREGATED OPTION EXERCISES AND
FISCAL YEAR-END OPTION VALUES TABLE

     The following table contains information concerning option holdings with respect to each of the Named Executive Officers. None of these officers exercised any options during 2003.

Report of the Compensation Committee on Executive Compensation

     Policy of Executive Officer Compensation

     The executive compensation program is administered by the Compensation Committee of the Board, which is currently comprised of Messrs. Williams, Wechsler and Rogel. None of the members of the Compensation Committee are employees of Origen and each of them is an independent director for purposes of the requirements of the Nasdaq rules. The executive compensation program supports Origen’s commitment to providing superior stockholder value. It is designed to attract and retain high-quality executives, to encourage them to make career commitments to Origen, and to accomplish Origen’s short and long term objectives. The Committee attempts to structure a compensation program for Origen that will reward its top executives with bonuses and stock and option awards upon attainment of specified goals and objectives while striving to maintain salaries at reasonably competitive levels. The Committee reviews the compensation (including salaries, bonuses and stock options) of Origen’s Chairman and CEO as well as Origen’s other executive officers, administers Origen’s incentive and equity based compensation plans and performs such other duties as may be delegated to it by the Board. Given the shortness of our fiscal year ended December 31, 2003, the Compensation Committee did not hold any formal meetings during that period. Instead the entire Board performed the function of the Compensation Committee during that period.

     In reviewing the compensation to be paid to Origen’s executive officers during the fiscal year ended December 31, 2003, the Committee and the Board sought to ensure that executive officers were rewarded for long term strategic management, for increasing Origen’s value for its stockholders, and for achieving internal goals established by the Board.

     The key components of executive officer compensation are salary, bonuses, restricted stock awards and stock option awards. Salary is generally based on factors such as an individual officer’s level of responsibility, prior years’ compensation, comparison to compensation of other officers in Origen, and compensation provided at competitive companies and companies of similar size. Bonuses, restricted stock awards and stock option awards are intended to reward exceptional performances. Benchmarks for determining base salary and bonus levels include strength of the balance sheet and creation of stockholder value. Restricted stock awards and stock option awards are also intended to increase an officer’s interest in Origen’s long-term success as measured by the market and book value of its Common Stock. Stock awards may be granted to officers and directors of Origen and its subsidiaries and to certain employees who have managerial or supervisory responsibilities under Origen’s 2003 Equity Incentive Plan. Stock awards may be stock options, stock appreciation rights, restricted share rights or any variation thereof.

     The Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation of all executive officers. In addition, the Compensation Committee bases its decisions on the most recent publicly available compensation data for senior executive officers of comparable companies, as well as various compensation studies and surveys, to ensure that compensation packages are in line with our peer group and the manufactured home finance industry in general. While benchmarks and comparative market data are valuable tools to assist the Compensation Committee in setting reasonable and fair compensation for Origen’s executive officers, the stated philosophy of Origen’s executive compensation program is to recognize individual contributions to the performance of Origen and to create a link between the performance of Origen’s stock and executive compensation.

     CEO Compensation

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     During the fiscal year ended December 31, 2003, Ronald A. Klein served in the capacity of Chief Executive Officer of Origen. As of October 8, 2003, Origen entered into an employment agreement with Mr. Klein which governed the salary and bonus paid to Mr. Klein during the fiscal year ended December 31, 2003. Pursuant to this employment agreement, Mr. Klein’s was paid a salary at an annual rate of $400,000. The Committee believes that Mr. Klein’s total compensation in 2003 was competitive with the appropriate level for his position, particularly in view of his performance.

Respectfully submitted,
Members of the Compensation Committee:
James A. Williams
Michael J. Wechsler
Richard H. Rogel

Employment Agreements

     We and Origen Financial L.L.C. have entered into employment arrangements with the executive officers named in the following table, pursuant to which Origen Financial L.L.C. pays the executives’ salaries. Each of our executives is also an officer of Origen Financial L.L.C. These employment agreements are for a three-year term and provide the following annual base salaries for the next three years:

Each such employee will be prohibited from competing with us for a period of one year after termination of his employment under certain conditions. Each employee will also be prohibited from soliciting the employment of any of our other employees and diverting any business from us for a period of up to 12 months after termination of the employment agreement. Each of the employment agreements is for an initial term of three years, and will be automatically renewed for successive one-year terms unless otherwise terminated by us or the employee. Under the employment agreements, each employee will be entitled to a severance payment of one year’s salary upon a termination by us without cause, a termination by the executive for good reason, or the failure by us to renew the term of the contract. Each of the executive officers is eligible to receive a bonus payable in cash, equity or a combination of cash and equity, in an amount and in the form determined by the Compensation Committee in its discretion.

     Pursuant to Mr. Klein’s prior employment arrangement with Origen Financial L.L.C., he was entitled to a change of control payment in the amount of $600,000 upon our acquisition of Origen Financial L.L.C. in October 2003. Mr. Klein waived his rights to the payment in connection with the offering. In consideration for this waiver, we granted Mr. Klein a restricted stock award of 60,000 shares of our common stock, which vested on April 8, 2004. We have agreed to pay Mr. Klein a bonus payment of not less than $344,161 to cover the tax liability relating to the grant of restricted stock.

Outside Director Compensation

     Directors who are not employees of Origen are entitled to an annual retainer fee of $25,000, payable quarterly. We pay each non-employee director meeting fees of $1,000 per meeting attended in person and $500 per telephonic meeting. We also reimburse all costs and expenses of all directors for attending each meeting. In addition to their annual director’s fees, the Chairman of the Audit Committee receives an additional fee of $15,000 and the other members of the Audit Committee receive an annual fee of $5,000. Members of the Compensation Committee receive an annual committee fee of $5,000. For services during the fiscal year ended December 31, 2003, Messrs. Halpern and Wechsler each earned directors’ fees of $7,500, Mr. Rogel earned directors’ fees of $11,500, Mr. Shiffman earned directors’ fees of $6,250 and Mr. Williams earned directors’ fees of $8,750.

Stock Price Performance Graph

     Prior to May 6, 2004, Origen was not publicly traded and there was no public market for its securities. Therefore, no quoted market prices for Origen’s Common Stock are available for the year ended December 31, 2003. Because there were no quoted market prices for Origen’s Common Stock for the year ended December 31, 2003, information regarding cumulative total stockholder return on Origen’s Common Stock for that period,

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whether presented on a stand-alone basis or in a comparison with all issuers listed on the Nasdaq Stock Market or other indices, would not be meaningful.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act requires Origen’s directors and executive officers and persons who own more than 10% of Origen’s Common Stock to file reports of ownership and changes in ownership of Origen’s Common Stock with the Securities and Exchange Commission and the Nasdaq Stock Market. Directors, executive officers and greater than 10% stockholders are required by SEC regulations to furnish Origen with copies of all Section 16(a) forms they file.

     Origen’s directors, officers and 10% stockholders were not subject to the requirements of Section 16 of the Exchange Act until May 5, 2004, the effective date of Origen’s initial public offering. Therefore, no Section 16(a) forms were filed for the year ended December 31, 2003. To present date, based solely on its review of the copies of Forms 3 furnished to Origen, or written representations from certain reporting persons that no such forms were required to be filed by such persons, Origen believes that all its directors, executive officers and greater than 10% stockholders complied with all filing requirements applicable to them.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of June 11, 2004, the shareholdings of: (a) each person known to Origen to be the beneficial owner of more than 5% of the Common Stock; (b) each director of Origen; (c) each Named Executive Officer; and (d) all executive officers and directors of Origen as a group, based upon information available to Origen.

     Except as otherwise noted, the beneficial owners named in the following table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws, where applicable.

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CERTAIN TRANSACTIONS

Our Formation

     We began operations on October 8, 2003 when we completed a private placement of $150 million of our common stock and acquired all of the equity interests of Origen Financial L.L.C. In connection with our formation and our October 2003 private placement, we entered into a contribution agreement pursuant to which we acquired all of the interests of Origen Financial L.L.C., from certain of our founders, including an affiliate of Sun Communities, Bingham, Woodward Holding, LLC, and Shiffman Family, LLC. These founders, severally, and not jointly, made representations and warranties to us regarding their:

     None of the founders received any monetary consideration, nor did they receive any shares of our common stock, in exchange for their respective interests in Origen Financial L.L.C. Under the terms of the contribution agreement, no party is entitled to make any claim against any other party for indemnification arising from any breach of the contribution agreement.

     In February 2004, we completed a private placement of $10 million of our common stock to one institutional investor.

Relationships with Sun Communities

     Sun Communities owns approximately 20% of our outstanding common stock. Gary A. Shiffman, one of our directors, is a director, executive officer and shareholder of Sun Communities.

     We currently have the following business relationships with Sun Communities:

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     In addition, Origen Financial L.L.C. and we previously entered into the following business relationships with Sun Communities and its affiliates. All of these transactions and relationships have been completed or terminated.

Under a participation agreement, Sun Home Services, Woodward Holding, LLC and the Shiffman Trust committed to lend the following amounts:

On October 8, 2003, we repaid the entire principal balance of $55.5 million and all interest owing under the Sun Loan Facility and the facility was terminated.

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Investment.” On October 8, 2003, the master loan purchase agreement was terminated.

Relationships with Mr. Shiffman

     In addition to the transactions with Sun Communities described above, we currently have the following business relationships with Mr. Shiffman and his affiliates:

     In addition, Origen Financial L.L.C. and we previously entered into the following business relationships with Mr. Shiffman and his affiliates. All of these transactions and relationships have been completed or terminated.

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Relationships with Mr. Klein

     In addition to the transactions with Bingham described below, we currently lease our executive offices in Southfield, Michigan from an entity in which Mr. Klein and certain of his affiliates beneficially own an approximate 1% interest. See “— Relationships with Mr. Shiffman — Related Party Lease.” In addition, as part of our October 2003 private placement, Mr. Klein purchased 50,000 shares of our common stock at a price per share equal to the offering price to other investors in the offering.

Relationships with Woodward Holding, LLC and Its Affiliates

     Woodward Holding, LLC owns approximately 11% of our outstanding common stock. Paul A. Halpern, our Chairman, is the manager of Woodward Holding, LLC, 100% of which is owned by William M. Davidson.

     We currently have the following business relationships with Mr. Davidson:

     In addition, Origen Financial L.L.C. and we previously entered into the following business relationships with Woodward Holding, LLC. All of these transactions and relationships have been completed or terminated.

Relationships with Mr. Rogel

     As part of our October 2003 private placement, Richard H. Rogel, one of our directors, purchased 25,000 shares of common stock at a price per share equal to the offering price to other investors in the offering.

Relationships with Bingham Financial Services Corporation

     Mr. Klein is a director and the President and Chief Executive Officer of Bingham. Messrs. Klein and Shiffman are shareholders of Bingham.

     Origen Financial L.L.C. and we previously entered into the following business relationships with Bingham. All of these transactions and relationships have been completed or terminated.

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GENERAL INFORMATION

Independent Public Accountants

     Grant Thornton, LLP has served as Origen’s independent public accountants since our formation in October 2003. Representatives of Grant Thornton, LLP are expected to be present at the Annual Meeting, and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions. The Audit Committee has selected Grant Thornton, LLP to serve as Origen’s independent auditors for 2004.

     Aggregate fees for professional services rendered by Grant Thornton, LLP, Origen’s independent auditors, for the fiscal year ended December 31, 2003 were as follows:

Other Matters

     Management knows of no matters which will be presented for consideration at the Annual Meeting other than those stated in the Notice of Meeting. However, if any other matters do properly come before the Annual Meeting, the person or persons named in the accompanying proxy form will vote the proxy in accordance with their best judgment regarding such matters, including the election of a director or directors other than those named in this proxy statement should an emergency or unexpected occurrence make the use of such discretionary authority necessary, and also regarding matters incident to the conduct of the meeting.

     Stockholders are requested to date, sign and return the enclosed proxy in the enclosed postage-paid envelope. So that the presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the meeting may be assured, prompt execution and return of the proxy is requested.

Dated: June 23, 2004

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Appendix A

AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER
OF THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS OF
ORIGEN FINANCIAL, INC.

January 2004

I. Purpose

     The Audit Committee is appointed by the Board of Directors (the “Board”) to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities include: (a) monitoring (1) the integrity of the financial statements of Origen Financial, Inc. (the “Company”), (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and its independent auditors, (4) the compliance by the Company with legal and regulatory requirements, (b) preparing the report required to be included annually in the Company’s proxy statement as required by the Securities and Exchange Commission (the “SEC”), (c) providing an avenue of communication among the independent auditor, management and the Board, and (d) review and approve all related party transactions.

II. Committee Membership

     The Audit Committee shall consist of no fewer than three (3) members, each of whom shall be a member of the Board, and shall otherwise be independent, provided however that one non-independent member may serve on the Audit Committee under exceptional and limited circumstances. The members of the Audit Committee shall meet the independence and experience requirements of the Nasdaq National Market, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (the “SOX Act”), and the rules and regulations of the SEC, as are applicable, as may be interpreted by the Board in its business judgment. No Audit Committee shall have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and statement of cash flow. At least one member shall have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the member’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

     The members of the Audit Committee shall be elected by the Board, following recommendation of the Nominating and Governance Committee, and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Audit Committee members may be removed by the Board at any time with or without cause. Unless a Chair is elected by the Board, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership.

III. Meetings

     The Audit Committee shall meet as often as it determines, but not less frequently than once per fiscal quarter. The Audit Committee shall meet separately, periodically, with the Company’s management, its Chief Financial Officer and controller, and with the Company’s independent auditor. Additionally, the Audit Committee may request that any officer or employee of the Company, the Company’s outside counsel, or the independent auditor attend a meeting of the Audit Committee, or meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall report regularly to the Board and shall keep minutes of each meeting held.

IV. Committee Authority and Responsibilities

     A. The Board of Director delegates to the Audit Committee the express responsibility and authority to do the following:

A-1

The independent auditor is prohibited from providing any of services listed in this Section 3(b) to the Company.

A-2

     B. In connection with implementing the authority granted to the Audit Committee herein, the Audit Committee shall have the responsibility and duty, to the extent the Audit Committee deems necessary or appropriate, to:

A-3

including the Company’s risk assessment and risk management policies.

A-4

regarding:

Upon review of this report, the Audit Committee shall actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor.

The Audit Committee shall present a copy of this report to the Board.

3. Oversight of the Company’s Internal Control and Internal Audit Function

A-5

V. Limitation of Audit Committee’s Role

     While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

A-6

VI. Funding

     The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of: (a) compensation to the independent auditor for the purpose of rendering or issuing an audit report or performing other audit, review or attest services or any permitted non-audit services approved pursuant to Section IV(A)(4) above, (b) compensation to any advisors retained by the Audit Committee, and (c) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

A-7

ORIGEN FINANCIAL, INC.
AUDIT COMMITTEE GUIDELINES

Committee Membership

The Audit Committee shall consist of no fewer than three (3) members, each of whom shall be a member of the Board of Directors (the “Board”) and shall be independent.

Independence of Directors

An “independent director” means a person other than an officer or employee of Origen Financial, Inc. (the “Company”) or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The names of the directors whom the Board has determined to be independent must be disclosed in the Company’s annual proxy statement or annual report.

Nasdaq Independence Provisions
Rule 4200

Appointment of Non-Independent Committee Member

One director who is not independent as defined in NASD Rule 4200 and meets the criteria set forth in Section 10A(m)(3) of the Exchange Act and the rules thereunder, and is not a current officer or employee of the Company or a Family Member of such person, may be appointed to the audit committee if the Board, under exceptional and limited circumstances, determines that membership on the committee by the individual is required by the best interests of the Company and its shareholders, and the Board discloses, in the next annual proxy statement or annual report subsequent to such determination, the nature of the relationship and the reasons for that determination. A member appointed under this exception is not permitted to serve longer than two years and is not be permitted to chair the audit committee.

* “Family Member” includes a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

A-8

** For purposes of the above NASD independence provisions, references to the Company include any parent or subsidiary of the Company.

*** The three year look-back periods referenced in the “Employee,” “Family Member of Executive Officer,” and “Interlocking Directorate Auditor’ provisions above commence on the date the relationship ceases. For example, a director employed by the Company is not independent until three years after such employment terminates.

A-9

ANNUAL MEETING OF STOCKHOLDERS OF

ORIGEN FINANCIAL, INC.

July 22, 2004

PROXY VOTING INSTRUCTIONS

You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM
Eastern Time the day before the cut-off or meeting date.

â Please detach along perforated line and mail in the envelope provided. If you are not voting via telephone or the Internet.â

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

ORIGEN FINANCIAL, INC.

Dear Stockholder:

Please take note of the important information enclosed with this Proxy Ballot. There are issues related to the management and operation of the Company that require your immediate attention and approval. These are discussed in detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.

Please mark the boxes on the proxy card to indicate how your shares will be voted. Then, sign the card, detach it and return your proxy in the enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders on July 22, 2004.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Origen Financial, Inc.

ORIGEN FINANCIAL, INC.

27777 Franklin Road, Suite 1700
Southfield, Michigan 48034

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JULY 22, 2004

     The undersigned hereby appoints Ronald A. Klein and W. Anderson Geater, Jr., or either of them, as attorneys and proxies of the undersigned stockholder, with full power of substitution, to vote on behalf of the undersigned and in his or her name and stead, all shares of the common stock of Origen Financial, Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the Company’s Annual Meeting of Shareholders to be held at the Birmingham Community House, 380 South Bates, Birmingham, Michigan 48009, on Thursday, July 22, 2004, and at any adjournments thereof.

(Continued and to be signed on the reverse side)