UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
  
                          ---------------------
    
                                 FORM 8-K
  
                              CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 2, 1998
  
  
                             PHH CORPORATION
  ----------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

  
           MARYLAND                  1-7797             52-0551284
  ----------------------------------------------------------------------
  (STATE OR OTHER JURISDICTION     (COMMISSION        (IRS EMPLOYER 
        OF INCORPORATION)          FILE NUMBER)      IDENTIFICATION NO.)


         6 SYLVAN WAY, PARSIPPANY, NJ                     07054 
  ----------------------------------------------------------------------
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE) 
  
     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-428-9700
  
  
                              NOT APPLICABLE
  ----------------------------------------------------------------------
       FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT




   ITEM 5. OTHER EVENTS.


           On March 2, 1998, PHH Corporation entered into a Distribution
           Agreement in connection with the establishment of a program for
           the offering of up to $3,000,000,000 aggregate principal amount
           of fixed and floating rate Medium-Term Notes (the "Notes") under
           the Company's shelf Registration Statement on Form S-3
           (Registration No. 333-45373) (the "Registration Statement"). 
  
           Copies of the Distribution Agreement and the Officers'
           Certificate delivered pursuant to the Indenture (the
           "Indenture"), dated as of June 5, 1997, between PHH Corporation
           and The First National Bank of Chicago, as trustee, are included
           as Exhibits 1 and 4 to this Report on Form 8-K, respectively, and
           hereby are incorporated by reference herein.  The Indenture was
           filed as Exhibit 4.3 to the Transition Report on Form 10-K for
           the eight-month period ended December 31, 1996 of PHH
           Corporation.  Forms of the Floating Rate Note and Fixed Rate Note
           were filed as Exhibits 4(b)(i) and 4(b)(ii), respectively, to the
           Registration Statement. 
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS. 
  
           (c)  Exhibits. 
  
                (1)  Distribution Agreement, dated March 2, 1998, among PHH
                     Corporation, Credit Suisse First Boston Corporation,
                     Goldman Sachs & Co., Merrill Lynch & Co., Merrill
                     Lynch, Pierce, Fenner & Smith Incorporated and J.P.
                     Morgan Securities, Inc. 
  
                (4)  Officers' Certificate of PHH Corporation, dated March
                     2, 1998, delivered pursuant to the terms of the
                     Indenture, dated as of June 5, 1997, between PHH
                     Corporation and The First National Bank of Chicago.

  

                                SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized. 
  
                                          PHH Corporation 
                                             (Registrant) 
  
  
 Date:  March 2, 1998                 By: /s/ James E. Buckman 
                                         ---------------------------------
                                         James E. Buckman 
                                         Senior Executive Vice President




                              EXHIBIT INDEX

 Exhibit No.    Description
 -----------    -----------
     1          Distribution Agreement, dated March 2, 1998 among PHH
                Corporation, Credit Suisse First Boston Corporation,
                Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch,
                Pierce, Fenner & Smith Incorporated and J.P. Morgan
                Securities Inc.

     4          Officers' Certificate of PHH Corporation dated March 2,
                1998 delivered pursuant to the terms of the Indenture,
                dated as of June 5, 1997, between PHH Corporation and The
                First National Bank of Chicago.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4715}]
{"company-data": {"conformed-name": "PHH CORP", "cik": "0000077776", "assigned-sic": "7510", "irs-number": "520551284", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07797", "film-number": "98556583"}, "business-address": {"street1": "C/O CENDANT CORP", "street2": "6 SYLVAN WAY EXTERNAL REPORTING", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "3017713600"}, "mail-address": {"street1": "CENDANT CORP", "street2": "6 SYLVAN WAY EXTERNAL REPORTING", "city": "PARSIPPANY", "state": "NJ", "zip": "07054"}, "former-company": [{"former-conformed-name": "PHH GROUP INC", "date-changed": "19880913"}, {"former-conformed-name": "PETERSON HOWELL & HEATHER INC", "date-changed": "19790121"}]}
UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
  
                          ---------------------
    
                                 FORM 8-K
  
                              CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 2, 1998
  
  
                             PHH CORPORATION
  ----------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

  
           MARYLAND                  1-7797             52-0551284
  ----------------------------------------------------------------------
  (STATE OR OTHER JURISDICTION     (COMMISSION        (IRS EMPLOYER 
        OF INCORPORATION)          FILE NUMBER)      IDENTIFICATION NO.)

         6 SYLVAN WAY, PARSIPPANY, NJ                     07054 
  ----------------------------------------------------------------------
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE) 
  
     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-428-9700
  
  
                              NOT APPLICABLE
  ----------------------------------------------------------------------
       FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

   ITEM 5. OTHER EVENTS.

           On March 2, 1998, PHH Corporation entered into a Distribution
           Agreement in connection with the establishment of a program for
           the offering of up to $3,000,000,000 aggregate principal amount
           of fixed and floating rate Medium-Term Notes (the "Notes") under
           the Company's shelf Registration Statement on Form S-3
           (Registration No. 333-45373) (the "Registration Statement"). 
  
           Copies of the Distribution Agreement and the Officers'
           Certificate delivered pursuant to the Indenture (the
           "Indenture"), dated as of June 5, 1997, between PHH Corporation
           and The First National Bank of Chicago, as trustee, are included
           as Exhibits 1 and 4 to this Report on Form 8-K, respectively, and
           hereby are incorporated by reference herein.  The Indenture was
           filed as Exhibit 4.3 to the Transition Report on Form 10-K for
           the eight-month period ended December 31, 1996 of PHH
           Corporation.  Forms of the Floating Rate Note and Fixed Rate Note
           were filed as Exhibits 4(b)(i) and 4(b)(ii), respectively, to the
           Registration Statement. 
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS. 
  
           (c)  Exhibits. 
  
                (1)  Distribution Agreement, dated March 2, 1998, among PHH
                     Corporation, Credit Suisse First Boston Corporation,
                     Goldman Sachs & Co., Merrill Lynch & Co., Merrill
                     Lynch, Pierce, Fenner & Smith Incorporated and J.P.
                     Morgan Securities, Inc. 
  
                (4)  Officers' Certificate of PHH Corporation, dated March
                     2, 1998, delivered pursuant to the terms of the
                     Indenture, dated as of June 5, 1997, between PHH
                     Corporation and The First National Bank of Chicago.

  

                                SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized. 
  
                                          PHH Corporation 
                                             (Registrant) 
  
  
 Date:  March 2, 1998                 By: /s/ James E. Buckman 
                                         ---------------------------------
                                         James E. Buckman 
                                         Senior Executive Vice President

                              EXHIBIT INDEX

 Exhibit No.    Description
 -----------    -----------
     1          Distribution Agreement, dated March 2, 1998 among PHH
                Corporation, Credit Suisse First Boston Corporation,
                Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch,
                Pierce, Fenner & Smith Incorporated and J.P. Morgan
                Securities Inc.

     4          Officers' Certificate of PHH Corporation dated March 2,
                1998 delivered pursuant to the terms of the Indenture,
                dated as of June 5, 1997, between PHH Corporation and The
                First National Bank of Chicago.