Pricing Supplement Dated February 5, 1996 Rule 424 (b) (3)
(To Prospectus dated November 8, 1995 and File No. 33-63627
Prospectus Supplement dated November 8, 1995)
PHH CORPORATION
MEDIUM-TERM NOTES
<TABLE>
<CAPTION>
<S> <C> <C>
Principal Amount: $50,000,000 Trade date: February 5, 1996
Currency or Currency Unit: U.S. Dollars Original Issue Date: February 8, 1996
Issue Price: 99.99% Agent's Discount or Commission: 0.01%
Net Proceeds to Issuer: $49,995,000 Agent (s): J.P. Morgan Securities Inc.
Maturity Date: February 10, 1997 CUSIP Number: 69332H DD 5
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</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Interest:
Fixed Rate: 4.95%
Floating Rate:
Base Rate: [ ] Commercial Paper Rate (30 day H.15, MMY) [ ] CD Rate
[ ] Federal Funds Effective Rate
[ ] LIBOR [ ] Treasury Rate [ ] Prime Rate [ ] Other
( ) Reuters Page: (see attached)
( ) Telerate Page:
Spread: N/A
Initial Interest Rate: N/A
Interest Reset Dates: N/A
Interest Determination
Date: N/A
Interest Payment Dates: February 10, 1997
Index Maturity: N/A
Day Count Convention: [X] Actual/360 [ ] Actual/Actual [ ] 30/360
Option to Receive Payments
in Specified Currency: [ ] Yes [ ] No
</TABLE>
Redemption:
[X] The Notes may not be redeemed prior to maturity,
except as set forth in the Prospectus.
[ ] The Notes may be redeemed prior to maturity.
Initial Redemption Date:
Initial Redemption Price: %
Annual Redemption Price Reduction: % until Redemption Price
is 100% of the Principal Amount.
Repayment:
[X] The Notes may not be repaid prior to maturity, except as set
forth in the Prospectus.
[ ] The Notes may be repaid prior to maturity at the option of
the holder of the Notes.
Repayment Date:
Repayment Price: %
Discount Note: [ ] Yes [X] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [X] Global [ ] Certificated
Agent's Capacity: [ ] Agent [X] Principal
If as Principal:
[X] The Agent proposes to offer the Notes from time to time for resale
in negotiated transactions or otherwise, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices.
[ ] The Agent proposes to offer the Notes at a fixed initial public
offering price of % of Principal Amount.
If as Agent:
The Notes are being offered at a fixed initial public offering
price of % of Principal Amount.
Other Terms:
