SEC FORM 3/A

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Groody Robert E

(Last)

(First)

(Middle)

3000 LEADENHALL ROAD

(Street)

MT. LAUREL

08054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2005

3. Issuer Name and Ticker or Trading Symbol
PHH CORP [ PHH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & COO-PHH Mortgage

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/10/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	41,736⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	02/10/2005	04/30/2007	Common stock	75,522⁽²⁾	$21.85	D

Explanation of Responses:

1. This amended Form 3 corrects the amount of non-derivative securities beneficially owned by Mr. Groody. The prior Form 3 incorrectly reported 47,744 shares of common stock. The correct number is 41,736 shares and includes 80 shares of common stock and 41,656 shares of restricted stock: (a) 6,009 of which vest on each of April 22, 2005 and 2006, (b) 6,008 of which vest on April 22, 2007, (c) 2,954 of which vest on April 27, 2005, (d) 2,953 of which vest on April 27, 2006 and 2007, and (e) 14,770 of which vest on April 27, 2008.

2. This amended Form 3 corrects the amount of derivative securities beneficially owned by Mr. Groody that were granted as non-qualified stock options with an expiration date of 4/30/2007. The prior Form 3 incorrectly reported 91,914 shares. The correct number of shares is 75,522.

Remarks:

This Form 3/A is an amendment to the Form 3 filed on 2/10/2005 for Mr. Robert E. Groody, and corrects the amount of derivative and non-derivative securities beneficially owned by Mr. Groody.

	/s/ Robert E. Groody	03/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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