Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kaplan Leith W
 2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2014		 3. Issuer Name and Ticker or Trading Symbol
PHH CORP [PHH]
(Last)
(First)
(Middle)
C/O PHH CORPORATION,, 3000 LEADENHALL ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Risk & Compl. Ofc
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MT. LAUREL, NJ 08054		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 17,928 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options (right to buy) 03/03/2005 03/03/2015 Common Stock 3,008 $ 20.78 D  
Non-Qualified Stock Options (right to buy) 09/27/2015 09/27/2022 Common Stock 5,710 $ 20.3 D  
Performance RSUs   (2) 09/27/2015 Common Stock 2,894 $ (2) D  
Non-Qualified Stock Options (right to buy) 03/29/2016 03/29/2023 Common Stock 6,787 $ 21.96 D  
Performance RSUs   (3) 03/29/2016 Common Stock 3,483 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kaplan Leith W
C/O PHH CORPORATION,
3000 LEADENHALL ROAD
MT. LAUREL, NJ 08054		       SVP & Chief Risk & Compl. Ofc  

Signatures

William F. Brown, Attorney-In-Fact 07/28/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 17,153 shares of common stock underlying unvested restricted stock units ("RSUs"). Each RSU represents the right to receive one share of PHH Corporation common stock upon vesting. Subject to the continued employment of the recipient with PHH Corporation through the applicable vesting dates, 40% of such RSUs are scheduled to vest on May 21, 2015, and 60% of such RSUs are scheduled to vest on November 21, 2016.
(2) Each Performance RSU represents a contingent right to receive one share of PHH Corporation common stock upon vesting. The Performance RSUs will vest on September 27, 2015, if the average of PHH Corporation's common stock price for the 90-day period prior to and including September 27, 2015, equals or exceeds $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. One-third of the Performance RSUs will vest on September 27, 2015, if the average of PHH Corporation's common stock price for the 90-day period prior to and including September 27, 2015, equals or exceeds $25.00 per share and is less than $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. None of the Performance RSUs will vest if the average of PHH Corporation's common stock price for the 90-day period prior to and including September 27, 2015, is less than $25.00 per share, subject to equitable adjustment upon the occurrence of certain events.
(3) Each Performance RSU represents a contingent right to receive one share of PHH Corporation common stock upon vesting. The Performance RSUs will vest on March 29, 2016, if the average of PHH Corporation's common stock price for the 90-day period prior to and including March 29, 2016, equals or exceeds $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. One-third of the Performance RSUs will vest on March 29, 2016, if the average of PHH Corporation's common stock price for the 90-day period prior to and including March 29, 2016, equals or exceeds $25.00 per share and is less than $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. None of the Performance RSUs will vest if the average of PHH Corporation's common stock price for the 90-day period prior to and including March 29, 2016, is less than $25.00 per share, subject to equitable adjustment upon the occurrence of certain events.

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