<TABLE>
<S><C>
Pricing Supplement Dated June 5, 1998 Rule 424 (b)(3)
(To Prospectus dated March 2, 1998 and File No. 333-45373
Prospectus Supplement dated March 2, 1998)
PHH CORPORATION
MEDIUM-TERM NOTES
- -------------------------------------------------------------------------------------------------------
Principal Amount: $145,000,000 Trade date: June 5, 1998
Currency or Currency Unit: US Dollars Original Issue Date: June 10, 1998
Issue Price: 99.92% Agent's Discount or Commission: 0.08%
Net Proceeds to Issuer: $144,884,000 Agent(s): Merrill Lynch & Co.
Maturity Date: July 12, 1999 CUSIP Number: 69332H FK 7
- -------------------------------------------------------------------------------------------------------
Interest:
Fixed Rate:
Floating Rate:
Base Rate: [ ] Commercial Paper Rate [ ] CD Rate [ ] Federal Funds Effective Rate
[X] LIBOR [ ] Treasury Rate [ ] Prime Rate [ ] Other
( ) Reuters Page: __________ (see attached)
(X) Telerate Page: _3750____
Spread: plus .07%
Initial Interest Rate: To be determined June 8, 1998
Interest Reset Dates: Monthly, on the 12th of each month or next Business Day commencing July 12, 1998
Interest Determination Date: Two London Banking Days prior to Interest Reset Date
Interest Payment Dates: Monthly, on the 12th of each month or next Business Day commencing July 12, 1998
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:
The Agents from time to time perform investment banking and other
financial services for the Company and its affiliates, including its parent
company, Cendant Corporation ("Cendant"). Federal class action lawsuits have
been commenced against Cendant and others alleging securities law violations in
connection with public statements relating to Cendant's common stock and its
public offering of FELINE PRIDES ("PRIDES") on February 24, 1998. Merrill Lynch
& Co., as an underwriter of the PRIDES offering, is or may be named as a
defendant in certain of these cases.
</TABLE>
