SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

HERTZEL DAVID EDWARD

(Last)

(First)

(Middle)

ACCREDITED HOME LENDERS, INC.

15090 AVENUE OF SCIENCE

(Street)

SAN DIEGO

92128

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACCREDITED HOME LENDERS HOLDING CO [ LEND ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/01/2006

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2006⁽¹⁾		M		1,772	A	$52.89	1,772	D
Common Stock	01/30/2006⁽¹⁾		F		608	D	$52.89	1,164⁽²⁾	D
Common Stock	01/30/2006⁽¹⁾		G		1,164	D	$0	0	D
Common Stock	01/30/2006⁽¹⁾		S⁽³⁾		2,500	D	$52.5	26,436	I	by Trust⁽⁴⁾
Common Stock	01/30/2006⁽¹⁾		G		1,164	A	$0	24,902⁽⁵⁾	I	by Trust⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁶⁾	01/30/2006		M			1,772	⁽⁷⁾	⁽⁷⁾	Common Stock	1,772	$0	5,473	D
Phantom Stock	⁽⁶⁾	01/31/2006		A		1,112		⁽⁷⁾	⁽⁷⁾	Common Stock	1,112	$0	6,585	D

Explanation of Responses:

1. This Form 4 corrects transactions previously filed with the SEC on 02/01/2006.

2. The transactions reflects a net issuance of shares to cover income taxes pursuant to the Company's Deferred Compensation Plan.

3. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 25, 2005.

4. David E. Hertzel and Elsiegay F. Hertzel, Trustees, UDT dated December 16, 1992.

5. Adjusted total includes 281 shares acquired through the Employee Stock Purchase Plan on 12/31/2005.

6. Each share of phantom stock is the economic equivalent of one share of LEND common stock. The shares of phantom stock will be settled in shares of LEND common stock on the reporting person's elected settlement date, provided such shares of phantom stock have vested.

7. The shares of phantom stock in this report were granted under the Company's Deferred Compensation Plan and are subject to four year vesting as follows: fifty percent vested after two years, an additional twenty-five percent after three years, and the final twenty-five percent after four years, provided that the reporting person remains employed by the Company.

	By: Mark T. Lee, Attorney-in-fact for David Edward Hertzel	04/10/2006
	** 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 4 (b)(v).
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