PHH CORP
424B3, 1996-08-29
AUTO RENTAL & LEASING (NO DRIVERS)
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Pricing Supplement Dated August 26, 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:              $150,000,000                   Trade date:         August 26, 1996
Currency or Currency  Unit:    U.S. Dollars                   Original Issue Date:     September 3, 1996
Issue Price:                   100.00%                        Agent's Discount or Commission:    0.0%
Net Proceeds to Issuer:        $150,000,000                   Agent (s):    CS First Boston Corporation
Maturity Date:                 September 3, 1997              CUSIP Number:       69332H DP 8
- ---------------------------------------------------------------------------------------------
</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
                                                                  (see attached)
                           (  ) Reuters Page:
                                               ------------------
                           (  ) Telerate Page:
                                                -------------------
Spread:                    minus 0.05%

Initial Interest Rate:     To be determined August 29, 1996

Interest Reset Dates:      Monthly, on the 3rd of each month commencing
                           October 3rd, 1996

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

Interest Payment Dates:    Monthly, on the 3rd of each month commencing
                           October 3rd, 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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