FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Ruggieri Kathryn M   2. Issuer Name and Ticker or Trading Symbol PHH CORP [PHH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP and Chief HR Officer (Last) (First) (Middle) C/O PHH CORPORATION, 3000 LEADENHALL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 09/23/2014 (Street) MT. LAUREL, NJ 08054 4. If Amendment, Date Original Filed(Month/Day/Year) 09/25/2014 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/23/2014   A   21,288 (1) (2) A $ 0 21,288 (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ruggieri Kathryn M C/O PHH CORPORATION 3000 LEADENHALL ROAD MT. LAUREL, NJ 08054			SVP and Chief HR Officer

Signatures

William F. Brown, Attorney-in-Fact		12/15/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The purpose of this amendment is to re-report the transaction reported in the original Form 4 solely to reflect changes to the disclosure in footnote 1 of the original Form 4 resulting from amendments made effective as of December 11, 2014 to the vesting provisions of the restricted stock unit award in the event recipient's employment with PHH Corporation is terminated without Cause (as defined in the award). No other changes to the transaction as reported in the original Form 4 have been made.
(2)	Represents 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 recipient's continued employment with PHH Corporation through the applicable vesting dates, 25% of the RSUs are scheduled to vest on Sept. 23, 2015, 35% of the RSUs are scheduled to vest on Sept. 23, 2016, and 40% of the RSUs are scheduled to vest on Sept. 23, 2017. If recipient's employment with PHH Corporation is terminated without Cause (as defined in the award), then a pro rated portion of the RSUs will vest on the applicable vesting dates based upon the number of days of recipient's service from the grant date through Sept. 23, 2016. If recipient's employment with PHH Corporation ceases for any reason other than for Cause on or after Sept. 23, 2016, the then unvested RSUs will continue to vest on the applicable vesting dates if she complies with all applicable restrictive covenants.
(3)	Includes 21,288 shares of common stock underlying unvested RSUs. Each RSU represents the right to receive one share of common stock upon vesting.

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