PHH S-8 9-7-05

Maryland
(State or other jurisdiction of	52-0551284
Incorporation or organization)	(I.R.S. Employer Identification No.)

3000 Leadenhall Road
Mt. Laurel, New Jersey	08054
(Address of principal executive offices)	(Zip Code)

(Name, address and telephone number of agent for service)	(Copy to:)
William F. Brown, Esq. Senior Vice President, General Counsel and Corporate Secretary	Mark Muedeking, Esq.
PHH Corporation	DLA Piper Rudnick Gray Cary US LLP
3000 Leadenhall Road	1200 Nineteenth Street, NW
Mt. Laurel, New Jersey 08054	Washington, DC 20036-2412
(856) 917-1744	(202) 861-3900


Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $.01 par value	150,000	$30.07	$4,510,500	$530.89

(1) Common Stock being registered with respect to shares being offered under the PHH Home Loans, LLC Employee Savings Plan. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions, and an indeterminate number of plan participation interests to be offered or sold pursuant to the PHH Home Loans, LLC Employee Savings Plan.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of PHH Corporation Common Stock reported on the New York Stock Exchange on August 31, 2005 (i.e., $30.07).

	(a)	Annual Report on Form 10-K for the year ended December 31, 2004;

	(b)	All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (a) above; and

	(c)	Description of Common Stock of the Registrant contained in the Company’s report on Form 8-K filed on January 19, 2005.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

Directors and officers of the Registrant are indemnified under Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, and under Article Eighth, Section 5 of the Registrant’s Charter as follows:

(5) The Corporation shall indemnify (A) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the MGCL now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s By-Laws and be permitted by applicable law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such By-Laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Charter of the

As permitted by Maryland Law, Article Eighth, Section 6 of the Registrant’s Charter limits the monetary liability of its directors and officers to the Registrant and its stockholders to the maximum extent permitted by Maryland law in effect from time to time. Article Eighth, Section 6 of the Registrant’s Charter provides as follows:

(6) To the fullest extent permitted by applicable law, as amended or interpreted, no current or former director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the Charter of the Corporation or repeal of any of its provisions shall limit or eliminate the limitation on liability provided to directors and officers hereunder with respect to any act or omission occurring prior to such amendment or repeal.

Exhibit	Description
4.1	Amended and Restated Articles of Incorporation of PHH Corporation (incorporated by reference from Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated February 1, 2005).
4.2	Amended and Restated By-laws of PHH Corporation (incorporated by reference from Exhibit 3.2 of the Registrant’s Current Report on Form 8-K dated February 1, 2005).
23	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney.

The undersigned Registrant hereby undertakes that the PHH Home Loans, LLC Employee Savings Plan has been submitted or will be submitted to the Internal Revenue Service (the “IRS”) in a timely manner and any changes required by the IRS in order to qualify such plan have been or will be made.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mt. Laurel, State of New Jersey, on this 7^th day of September, 2005.

Pursuant to the requirements of the Securities Act of 1933, as amended, the administrator of the PHH Home Loans, LLC Employee Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mt. Laurel, State of New Jersey, on this 7^th day of September, 2005.

Signature	Title	Date

/s/ Terence W. Edwards Terence W. Edwards	President, Chief Executive Officer and Director (Principal Executive Officer)	September 7, 2005

/s/ Neil J. Cashen Neil J. Cashen	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	September 7, 2005

EXHIBIT NUMBER	DESCRIPTION
4.1	Amended and Restated Articles of Incorporation of PHH Corporation (incorporated by reference from Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated February 1, 2005).
4.2	Amended and Restated By-laws of PHH Corporation (incorporated by reference from Exhibit 3.2 of the Registrant’s Current Report on Form 8-K dated February 1, 2005).
23	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney.

	PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN


	By:	/s/ Terence W. Edwards
		Terence W. Edwards
		On Behalf of the Plan Administrator

Date:	September 7, 2005	By:	/s/ Terence W. Edwards
			Terence W. Edwards For himself and as Attorney-In-Fact

	PHH CORPORATION


	By:	/s/ Terence W. Edwards
		Terence W. Edwards
		President, Chief Executive Officer and Director