Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WASSER MARILYN J.
  2. Issuer Name and Ticker or Trading Symbol
REALOGY HOLDINGS CORP. [RLGY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, General Counsel and Sec.
(Last)
(First)
(Middle)
C/O REALOGY HOLDINGS CORP., 175 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2016
(Street)

MADISON, NJ 07940
4. If Amendment, Date Original Filed(Month/Day/Year)
09/02/2016
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, $0.01 par value 08/31/2016   A   63 (1) A $ 0 76,174 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
WASSER MARILYN J.
C/O REALOGY HOLDINGS CORP.
175 PARK AVENUE
MADISON, NJ 07940
      EVP, General Counsel and Sec.  

Signatures

 /s/ Seth I. Truwit, as attorney-in-fact for Marilyn J. Wasser   09/29/2016
**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) Consist of shares underlying dividend equivalent units ("DEUs") on restricted stock units and performance restricted stock units and deferred stock units. The DEUs accrued in connection with a quarterly cash dividend paid on August 31, 2016. The DEUs vest on the same terms as the underlying restricted stock units and performance restricted stock units and, with respect to deferred stock units, are settleable on the same terms as the underlying deferred stock units. This amendment is being filed to correct and reduce the number of shares underlying the DEUs previously reported on the Form 4 filed on September 2, 2016 as DEUs issued in respect of performance share units are not reportable until the underlying performance share units are reportable --- following a determination of the level of achievement of the performance goals for the applicable three-year performance period.
 
Remarks:
Exhibit 24.1 - Power of Attorney of Marilyn J. Wasser.*  *Previously filed.

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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