PHH CORP
424B3, 1996-09-19
AUTO RENTAL & LEASING (NO DRIVERS)
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                                                     September 18, 1996



Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC  20549

RE:      PHH CORPORATION (REGISTRATION NO.  33-63627)

Gentlemen:

On  behalf  of PHH  Corporation  and  pursuant  to Rule  424 (b) (3)  under  the
Securities Act of 1933 as amended,  we are transmitting  herewith for filing one
copy of the  Pricing  Supplement  dated  September  17,  1996 to the  Prospectus
Supplement and Prospectus dated November 8, 1995 of PHH Corporation.


                                                     Very Truly Yours

                                                     Mark E. Johnson
                                                     Assistant Treasurer
<PAGE>


Pricing Supplement Dated September 17, 1996                    Rule 424 (b) (3)
(To Prospectus dated November 8, 1995 and                      File No. 33-63627
 Prospectus Supplement dated November 8, 1995)

<TABLE>
<CAPTION>

                                 PHH CORPORATION
                                Medium-Term Notes
<S> <C>
- ----------------------------------------------------------------------------------------------
Principal Amount:              $100,000,000           Trade date:    September 17, 1996
Currency or Currency  Unit:    U.S. Dollars           Original Issue Date:  September 20, 1996
Issue Price:                   100.00%                Agent's Discount or Commission:    0.0%
Net Proceeds to Issuer:        $100,000,000           Agent (s): Goldman, Sachs & Co
Maturity Date:                 September 22, 1997     CUSIP Number:       69332H DQ 6
- ----------------------------------------------------------------------------------------------
</TABLE>
Interest:
     Fixed Rate:
     Floating Rate:
         Base Rate:  [ ]  Commercial Paper Rate (30 day H.15, MMY)   [ ] CD Rate
                     [ ]  Federal Funds Effective Rate
                     [ ]  LIBOR     [X]  Treasury Rate  [ ] Prime Rate [ ] Other
                          ( ) Reuters Page:                       (see attached)
                                             ------------------
                          ( ) Telerate Page:
                                              -------------------
Spread:              plus 0.30%

Initial Interest Rate:     5.51%

Interest Reset Dates:      Weekly

Interest Determination Date:  Tuesday of each week

Interest Payment Dates:    December 20, 1996, March 20, 1997, June 20, 1997, and
                           September 22, 1997

Index Maturity:            3 month

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