PHH CORP
424B3, 1996-06-07
AUTO RENTAL & LEASING (NO DRIVERS)
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                                                     June 6, 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 June 5,1996 to the Prospectus  Supplement
and Prospectus dated November 8, 1995 of PHH Corporation.


                                                     Very Truly Yours

                                                     /s/ Mark E. Johnson
                                                     Mark E. Johnson
                                                     Assistant Treasurer

<PAGE>


Pricing Supplement Dated June 5, 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>              <C>
Principal Amount:             $100,000,000     Trade date:         June 5, 1996
Currency or Currency  Unit:   U.S. Dollars     Original Issue Date:     June 10, 1996
Issue Price:                  99.99%           Agent's Discount or Commission:  $10,000
Net Proceeds to Issuer:       $99,990,000      Agent (s): J.P. Morgan Securities Inc.
Maturity Date:                June 10, 1997    CUSIP Number:       69332H DJ 2
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>

<S>                        <C>
Interest:
     Fixed Rate:           5.95%
     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:
                                                   -------------------
</TABLE>

Spread:                    N/A

Initial Interest Rate:     N/A

Interest Reset Dates:      N/A

Interest Determination Date: N/A

Interest Payment Dates:    June 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

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:

<PAGE>

                                                     June 6, 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 June 5,1996 to the Prospectus  Supplement
and Prospectus dated November 8, 1995 of PHH Corporation.


                                                     Very Truly Yours

                                                     /s/ Mark E. Johnson
                                                     Mark E. Johnson
                                                     Assistant Treasurer


<PAGE>

Pricing Supplement Dated June 5, 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>                            <C>
Principal Amount:              $50,000,000                    Trade date:         June 5, 1996
Currency or Currency  Unit:    U.S. Dollars                   Original Issue Date:     June 11, 1996
Issue Price:                   100.00%                        Agent's Discount or Commission:    0.0%
Net Proceeds to Issuer:        $50,000,000                    Agent (s):    CS First Boston Corporation
Maturity Date:                 June 11, 1997                  CUSIP Number:       69332H DK 9
- ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                        <C>
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:
                                                    -------------------
</TABLE>

Spread:                    minus 0.02%

Initial Interest Rate:     To be determined June 7, 1996

Interest Reset Dates:      Monthly, on the 11th of each month commencing
                           July 11, 1996

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

Interest Payment Dates:    Monthly, on the 11th of each month commencing
                           July 11, 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:

<PAGE>

                                                     June 6, 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 June 5,1996 to the Prospectus  Supplement
and Prospectus dated November 8, 1995 of PHH Corporation.


                                                     Very Truly Yours

                                                     /s/ Mark E. Johnson
                                                     Mark E. Johnson
                                                     Assistant Treasurer

<PAGE>


Pricing Supplement Dated January 16, 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>                            <C>
Principal Amount:              $50,000,000                    Trade date:         June 5, 1996
Currency or Currency  Unit:    U.S. Dollars                   Original Issue Date:     June 12, 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:                 June 12, 1997                  CUSIP Number:       69332H DL 7
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S>                        <C>
Interest:
     Fixed Rate:
     Floating Rate:
         Base Rate:        [ ] Commercial Paper Rate (30 day H.15, MMY)      [ ] CD Rate
                           [ ] Federal Funds Effective Rate
                           [ ] LIBOR     [ ] Treasury Rate    [X] Prime Rate   [ ] Other
                                ( ) Reuters Page:                                  (see attached)
                                                   ------------------
                                ( ) Telerate Page:
                                                    -------------------
</TABLE>

Spread:                    minus 2.83%

Initial Interest Rate:     To be determined June 11, 1996

Interest Reset Dates:      Each Business Day to but excluding the Maturity Date

Interest Determination Date:  One Business Day prior to Interest Reset Date

Interest Payment Dates:    September 12, 1996, December 12, 1996, March 12,
                           1997, and June 12, 1997

Index Maturity:            N/A

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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