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 * MACHINIST ROBERT   2. Issuer Name and Ticker or Trading Symbol Deerfield Capital Corp. [DFR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6250 NORTH RIVER ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2008 (Street) ROSEMONT, IL 60018 4. If Amendment, Date Original Filed(Month/Day/Year) 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

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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

Performance Shares (1) (2)

(2)

05/09/2008(3)

A

43,478

03/03/2011(4)

03/03/2011(4)

Common Stock

43,478

$ 0 (5)

43,478

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MACHINIST ROBERT 6250 NORTH RIVER ROAD ROSEMONT, IL 60018	X

Signatures

/s/ Robert B. Machinist		05/13/2008
**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)	Performance Shares are awards that are issued pursuant to the Company's First Amended and Restated Stock Incentive Plan, are stated with reference to a specified number of shares of the Company's Common Stock, and entitle the holder to receive a cash payment or shares of Common Stock or a combination thereof.
(2)	Each Performance Share awarded to the reporting person represents the right to receive one share of the Company's Common Stock on March 3, 2011, subject to acceleration upon a change in control of the Company, and to certain adjustments, as specified in the Performance Share Award Agreement. The Performance Shares were awarded to the reporting person as the equity component of his compensation for 2008 as an independent director of the Company. The Performance Shares have generally similar vesting, settlement and other features as the Performance Shares that were awarded to various employees of the Company in 2008 as the equity component of their bonuses for the 2007 service year.
(3)	The date of the resolution of the Company's Board of Directors awarding the Performance Shares to the reporting person. The Company customarily awards the equity component of the independent directors' compensation in May or June of each year.
(4)	Each Performance Share awarded to the reporting person represents the right to receive one share of the Company's Common Stock on March 3, 2011, subject to acceleration upon a change in control of the Company, and to certain adjustments, as specified in the Performance Share Award Agreement.
(5)	The Performance Shares were awarded to the reporting person as the equity component of his 2008 compensation as an independent director.

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