PHH CORP
424B3, 1996-08-09
AUTO RENTAL & LEASING (NO DRIVERS)
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Pricing Supplement Dated August 6, 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>

<S> <C>
- ---------------------------------------------------------------------------------------------
Principal Amount:              $70,000,000        Trade date:         August 6, 1996
Currency or Currency  Unit:    U.S. Dollars       Original Issue Date:     August 12, 1996
Issue Price:                   See Below          Agent's Discount or Commission:    0.00%
Net Proceeds to Issuer:        $70,000,000        Agent (s):    Merrill Lynch & Co.
Maturity Date:                 August 12, 1997    CUSIP Number:       69332H DN 3
- ---------------------------------------------------------------------------------------------
</TABLE>


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 0.05%

Initial Interest Rate:     To be determined August 8, 1996

Interest Reset Dates:      Monthly, on the 12th of each month commencing
                           September 12th, 1996

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

Interest Payment Dates:    Monthly, on the 12th of each month commencing
                           September 12th, 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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