PHH CORP
424B3, 1998-11-18
AUTO RENTAL & LEASING (NO DRIVERS)
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Supplement Dated November 13, 1998 to Pricing Supplement Dated November 4, 1998      Rule 424 (b) (3)
(To Prospectus dated March 2, 1998 and                                               File No. 333-45373
 Prospectus Supplement dated March 2, 1998)
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                                PHH CORPORATION
                               Medium-Term Notes

This Supplement supplements the Pricing Supplement dated November 4, 1998, and
relates to the Debt Securities described below (the "Notes"). This Supplement
should be read in conjunction with the Prospectus dated March 2, 1998 and the
Prospectus Supplement thereto dated March 2, 1998.

The Notes offered hereby will form a single issue with PHH Corporation's
$33,000,000 principal amount of 7.02% Notes Due November 9, 2001 issued on
November 9, 1998 (the "Original Notes"). A copy of the Pricing Supplement dated
November 4, 1998 is attached.

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- ----------------------------------------------------------------------------------------------------------------------
Aggregate Principal Amount:     $23,600,000 ($56,600,000 aggregate principal amount outstanding when combined with the
                                Original Notes)
Trade date:                     November 13, 1998
Currency or Currency  Unit:     US Dollars             Issue Date: November 18, 1998
Issue Price:                    99.865%                Agent's Discount or Commission: 0.35%
Net Proceeds to Issuer:         $23,485,540            Agent(s): Merrill Lynch & Co.
Maturity Date:                  November 9, 2001       CUSIP Number: 69332H FY 7
- ----------------------------------------------------------------------------------------------------------------------
Interest:
   Fixed Rate:      7.02%
   Floating Rate:
       Base Rate:   [ ] Commercial Paper Rate  [ ] CD Rate    [ ] Federal Funds Effective Rate
                    [ ] LIBOR      [ ] Treasury Rate    [ ] Prime Rate   [ ] Other
                        ( ) Reuters Page:  _________                     (see attached)
                        ( ) Telerate Page: _________

Spread:                       N/A

Initial Interest Rate:        N/A

Interest Commencement Date:   November 9, 1998

Interest Reset Dates:         N/A

Interest Determination Date:  N/A

Interest Payment Dates: Semi-Annually, on May 9, 1999; November 9, 1999; May 9, 2000;
                        November 9, 2000; May 9, 2001; November 9, 2001 (or next Business Day)

Index Maturity:         N/A

Day Count Convention:   [ ] Actual/360       [ ] Actual/Actual        [X] 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 cases.
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Pricing Supplement Dated November 4, 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
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- ------------------------------------------------------------------------------------
Principal Amount:           $33,000,000        Trade date: November 4, 1998
Currency or Currency Unit:  US Dollars         Original Issue Date: November 9, 1998
Issue Price:                100%               Agent's Discount or Commission: 0.35%
Net Proceeds to Issuer:     $32,884,500        Agent(s): Merrill Lynch & Co.
Maturity Date:              November 9, 2001   CUSIP Number: 69332H FY 7
- ------------------------------------------------------------------------------------
Interest:
   Fixed Rate:      7.02%
   Floating Rate:
       Base Rate:   [ ] Commercial Paper Rate  [ ] CD Rate    [ ] Federal Funds Effective Rate
                    [ ] LIBOR      [ ] Treasury Rate    [ ] Prime Rate   [ ] Other
                        ( ) Reuters Page:  _________                     (see attached)
                       (  ) Telerate Page: _________

Spread:                       N/A

Initial Interest Rate:        N/A

Interest Reset Dates:         N/A

Interest Determination Date:  N/A

Interest Payment Dates: Semi-Annually, on May 9, 1999; November 9, 1999; May 9, 2000;
                        November 9, 2000; May 9, 2001; November 9, 2001 (or next Business Day)

Index Maturity:         N/A

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