PHH CORP
424B3, 1996-03-05
AUTO RENTAL & LEASING (NO DRIVERS)
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Pricing Supplement Dated March 1, 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

Principal Amount:          $50,000,000    Trade date:              March 1, 1996
Currency or Currency Unit: U.S. Dollars   Original Issue Date:     March 6, 1996
Issue Price:               See Below      Agent's Discount or Commission:  0.00%
Net Proceeds to Issuer:    $50,000,000    Agent (s):         Merrill Lynch & Co.
Maturity Date:             March 6, 1997  CUSIP Number:              69332H DF 0
- --------------------------------------------------------------------------------

Interest:
  Fixed Rate:
  Floating Rate:
      Base Rate:      [X] 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:                    minus 0.06%

Initial Interest Rate:     To be determined March 4, 1996

Interest Reset Dates:      Monthly, on the 6th of each month commencing April 8,
                           1996

Interest Determination Date:  Two Business Days prior to Interest Reset Date

Interest Payment Dates:    Monthly, on the 6th of each month commencing April 8,
                              1996

Index Maturity:            1 month

Day Count Convention:      [X]  Actual/360        [  ] Actual/Actual  [ ] 30/360

Option to Receive Payments in Specified Currency: [  ] Yes        [ ]  No

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:


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