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 1, 2001


                              PHH CORPORATION
           ------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


       MARYLAND                        1-7797               52-0551284
      ----------                      --------             ------------
(State or Other Jurisdiction of     (Commission           (IRS Employer
    Incorporation)                  File Number)          Identification No.)


           6 Sylvan Way, Parsippany, New Jersey                   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 2.        ACQUISITION OR DISPOSITION OF ASSETS.

               The Merger. On March 1, 2001, Cendant Corporation
("Cendant"), a Delaware corporation and the indirect parent of PHH
Corporation, a Maryland corporation (the "Company"), acquired all of the
issued and outstanding shares of Class A common stock, par value $.01 per
share (the "Avis Common Stock"), of Avis Group Holdings, Inc., a Delaware
corporation ("Avis"), not previously held by Cendant or any subsidiary of
Cendant (other than shares of Avis Common Stock held by stockholders who
perfect their appraisal rights under Delaware law), pursuant to the
Agreement and Plan of Merger, dated as of November 11, 2000, by and among
Cendant, the Company, Avis Acquisition Corp., a Delaware corporation and
direct, wholly owned subsidiary of the Company (the "Merger Sub"), and Avis
(the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub was
merged with and into Avis (the "Merger"), with Avis continuing as the
surviving corporation and a direct, wholly owned subsidiary of the Company.
As a result of the Merger, the Avis Common Stock was deregistered under the
Securities Act of 1933, as amended, and delisted from the New York Stock
Exchange.

               Upon the consummation of the Merger, each outstanding share
of Avis Common Stock (other than shares of Avis Common Stock held by any
subsidiary of Avis, held in Avis' treasury, held by Cendant or any
subsidiary of Cendant or held by stockholders who perfect their appraisal
rights under Delaware law), was converted into the right to receive $33.00
in cash, without interest thereon (the "Merger Consideration"). The
aggregate Merger Consideration to be paid to the former stockholders of
Avis in respect of their shares of Avis Common Stock is equal to
approximately $857 million. In addition, pursuant to the Merger Agreement,
holders of options to purchase shares of Avis Common Stock were entitled,
upon consummation of the Merger, at their election, to either (i) receive a
cash payment equal to the difference between the Merger Consideration and
the per share exercise price of their options, less applicable withholding
tax, or (ii) convert their options into options to purchase shares of
common stock, par value $.01 per share, of Cendant (the "Cendant Common
Stock") with approximately the same value. As a result of such election,
the former option holders of Avis received from Cendant in exchange for
their options, cash payments totaling an aggregate of approximately $80
million (the "Option Payments") and options to purchase approximately
800,000 shares of Cendant Common Stock.

               Source and Amount of Funds. The Merger Consideration and the
Option Payments were paid with (i) $200 million of cash on hand at the
Company, (ii) a portion of the $528 million of net proceeds received by
Cendant in a private placement of 40 million shares of Cendant Common Stock
and (iii) a portion of the borrowings received by Cendant under a $650
million credit facility entered into with The Chase Manhattan Bank, as
administrative agent, on February 22, 2001.

               Certain Relations between Cendant and Avis. Prior to the
consummation of the Merger, Cendant beneficially owned 5,535,800 shares of
Avis Common Stock, or approximately 17.8% of the outstanding shares, and
three directors of Cendant also served as directors of Avis. In addition,
in June 1999, Avis acquired the Company's vehicle management and fuel card
businesses in exchange for 7.2 million shares of preferred stock (the
"Preferred Stock") of Avis Fleet Leasing and Management Corporation, a
Texas corporation and an indirect, wholly owned a subsidiary of Avis
("AFL"), and the assumption of $1.8 billion of indebtedness. The Preferred
Stock was convertible into Avis Common Stock and non-voting Class B common
stock, par value $.01 per share, of Avis. Although the Preferred Stock was
not convertible unless certain earnings and market price thresholds were
met, if converted, the Preferred Stock would have resulted in Cendant
having beneficial ownership of up to a 20% voting interest in Avis and a
33% economic interest. In addition, Cendant has contractual relationships
with Avis, including the license to Avis of the right to use the Avis
trademark, as well as Avis' telecommunications and computer processing
system. Cendant also provided Avis with certain office space, including at
Avis' headquarters. For a complete description of the relationships between
Cendant and Avis, reference is made to the section entitled "Certain
Relations between Cendant and Avis" in the Definitive Proxy Statement of
Avis on Schedule 14A, dated January 26, 2001 (the "Proxy Statement"), which
was filed with the Securities and Exchange Commission on January 26, 2001
and is incorporated by reference herein.

               Avis is one of the world's leading service and information
providers for comprehensive automotive transportation and vehicle
management solutions. Avis operates Avis Rent A Car, the second largest
general-use car rental business in the world, with location in the United
States, Canada, Australia, New Zealand and the Latin American Carribean
region; PHH Arval, one of the world's largest fleet management and leasing
companies; and Wright Express, the world's largest fleet card provider.
Cendant intends to continue to operate Avis' business.

               A copy of the press release issued by Cendant announcing
consummation of the Merger is attached hereto as an exhibit to this Current
Report on Form 8-K and is incorporated by reference herein.

ITEM 5.        OTHER EVENTS.

               In an effort to integrate the operations of Avis into
Cendant, Cendant effected an internal reorganization on March 1, 2001.
Under this reorganization, Avis became a subsidiary of Cendant Car
Holdings, LLC, a Delaware limited liability company and an indirect, wholly
owned subsidiary of Cendant and AFL, which conducts Avis' worldwide fleet
management operations, became a subsidiary of PHH Holdings Corporation, a
Texas corporation and a direct, wholly owned subsidiary of the Company.


ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

(a)     Financial Statements of Businesses Acquired.

        The Financial Statements of Avis Group Holdings, Inc. are
        incorporated by reference from Cendant Corporation's Current Report
        on Form 8-K, dated November 11, 2000 (previously filed with the
        Commission on November 17, 2000 and incorporated by reference
        herein).

(b)     Pro Forma Financial Information.

        The Pro Forma Financial Information giving effect to the
        acquisition of Avis Group Holdings, Inc. are incorporated by
        reference from Cendant Corporation's Current Report on Form 8-K,
        dated November 11, 2000 (previously filed with the Commission on
        November 17, 2000 and incorporated by reference herein).

(c)     Exhibits.

No.            Description
---            -----------

2.1            Agreement and Plan of Merger by and among Cendant
               Corporation, PHH Corporation, Avis Acquisition Corp. and
               Avis Group Holdings, Inc., dated as of November 11, 2000
               (incorporated by reference from Cendant Corporation's
               Quarterly Report on Form 10-Q for the fiscal quarter ended
               September 30, 2000, dated as of November 14, 2000).

99.1           Press Release issued by Cendant Corporation on March 1, 2001,
               announcing consummation of the Merger.




                                 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


                                            By:   /s/  Eric J. Bock
                                                  --------------------------
                                            Name:  Eric J. Bock
                                            Title: Senior Vice President - Law
                                                     and Corporate Secretary


Dated:  March 9, 2001


                               EXHIBIT INDEX


Exhibit No.    Description
-----------    -----------

2.1            Agreement and Plan of Merger by and among Cendant
               Corporation, PHH Corporation, Avis Acquisition Corp. and
               Avis Group Holdings, Inc., dated as of November 11, 2000
               (incorporated by reference from Cendant Corporation's
               Quarterly Report on Form 10-Q for the fiscal quarter ended
               September 30, 2000, dated as of November 14, 2000).

99.1           Press Release issued by Cendant Corporation on March 1,
               2001, announcing consummation of the Merger.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8-K", "secsgml_size_bytes": 10340}]
{"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": "1565462"}, "business-address": {"street1": "6 SYLVAN WAY", "street2": "6 SYLVAN WAY EXTERNAL REPORTING", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "4107713600"}, "mail-address": {"street1": "CENDANT CORP", "street2": "11333 MCCORMICK ROAD", "city": "HUNT VALLEY", "state": "MD", "zip": "21031"}, "former-company": [{"former-conformed-name": "PHH GROUP INC", "date-changed": "19880913"}, {"former-conformed-name": "PETERSON HOWELL & HEATHER INC", "date-changed": "19790121"}]}
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 1, 2001

                              PHH CORPORATION
           ------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

       MARYLAND                        1-7797               52-0551284
      ----------                      --------             ------------
(State or Other Jurisdiction of     (Commission           (IRS Employer
    Incorporation)                  File Number)          Identification No.)

           6 Sylvan Way, Parsippany, New Jersey                   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 2.        ACQUISITION OR DISPOSITION OF ASSETS.

               The Merger. On March 1, 2001, Cendant Corporation
("Cendant"), a Delaware corporation and the indirect parent of PHH
Corporation, a Maryland corporation (the "Company"), acquired all of the
issued and outstanding shares of Class A common stock, par value $.01 per
share (the "Avis Common Stock"), of Avis Group Holdings, Inc., a Delaware
corporation ("Avis"), not previously held by Cendant or any subsidiary of
Cendant (other than shares of Avis Common Stock held by stockholders who
perfect their appraisal rights under Delaware law), pursuant to the
Agreement and Plan of Merger, dated as of November 11, 2000, by and among
Cendant, the Company, Avis Acquisition Corp., a Delaware corporation and
direct, wholly owned subsidiary of the Company (the "Merger Sub"), and Avis
(the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub was
merged with and into Avis (the "Merger"), with Avis continuing as the
surviving corporation and a direct, wholly owned subsidiary of the Company.
As a result of the Merger, the Avis Common Stock was deregistered under the
Securities Act of 1933, as amended, and delisted from the New York Stock
Exchange.

               Upon the consummation of the Merger, each outstanding share
of Avis Common Stock (other than shares of Avis Common Stock held by any
subsidiary of Avis, held in Avis' treasury, held by Cendant or any
subsidiary of Cendant or held by stockholders who perfect their appraisal
rights under Delaware law), was converted into the right to receive $33.00
in cash, without interest thereon (the "Merger Consideration"). The
aggregate Merger Consideration to be paid to the former stockholders of
Avis in respect of their shares of Avis Common Stock is equal to
approximately $857 million. In addition, pursuant to the Merger Agreement,
holders of options to purchase shares of Avis Common Stock were entitled,
upon consummation of the Merger, at their election, to either (i) receive a
cash payment equal to the difference between the Merger Consideration and
the per share exercise price of their options, less applicable withholding
tax, or (ii) convert their options into options to purchase shares of
common stock, par value $.01 per share, of Cendant (the "Cendant Common
Stock") with approximately the same value. As a result of such election,
the former option holders of Avis received from Cendant in exchange for
their options, cash payments totaling an aggregate of approximately $80
million (the "Option Payments") and options to purchase approximately
800,000 shares of Cendant Common Stock.

               Source and Amount of Funds. The Merger Consideration and the
Option Payments were paid with (i) $200 million of cash on hand at the
Company, (ii) a portion of the $528 million of net proceeds received by
Cendant in a private placement of 40 million shares of Cendant Common Stock
and (iii) a portion of the borrowings received by Cendant under a $650
million credit facility entered into with The Chase Manhattan Bank, as
administrative agent, on February 22, 2001.

               Certain Relations between Cendant and Avis. Prior to the
consummation of the Merger, Cendant beneficially owned 5,535,800 shares of
Avis Common Stock, or approximately 17.8% of the outstanding shares, and
three directors of Cendant also served as directors of Avis. In addition,
in June 1999, Avis acquired the Company's vehicle management and fuel card
businesses in exchange for 7.2 million shares of preferred stock (the
"Preferred Stock") of Avis Fleet Leasing and Management Corporation, a
Texas corporation and an indirect, wholly owned a subsidiary of Avis
("AFL"), and the assumption of $1.8 billion of indebtedness. The Preferred
Stock was convertible into Avis Common Stock and non-voting Class B common
stock, par value $.01 per share, of Avis. Although the Preferred Stock was
not convertible unless certain earnings and market price thresholds were
met, if converted, the Preferred Stock would have resulted in Cendant
having beneficial ownership of up to a 20% voting interest in Avis and a
33% economic interest. In addition, Cendant has contractual relationships
with Avis, including the license to Avis of the right to use the Avis
trademark, as well as Avis' telecommunications and computer processing
system. Cendant also provided Avis with certain office space, including at
Avis' headquarters. For a complete description of the relationships between
Cendant and Avis, reference is made to the section entitled "Certain
Relations between Cendant and Avis" in the Definitive Proxy Statement of
Avis on Schedule 14A, dated January 26, 2001 (the "Proxy Statement"), which
was filed with the Securities and Exchange Commission on January 26, 2001
and is incorporated by reference herein.

               Avis is one of the world's leading service and information
providers for comprehensive automotive transportation and vehicle
management solutions. Avis operates Avis Rent A Car, the second largest
general-use car rental business in the world, with location in the United
States, Canada, Australia, New Zealand and the Latin American Carribean
region; PHH Arval, one of the world's largest fleet management and leasing
companies; and Wright Express, the world's largest fleet card provider.
Cendant intends to continue to operate Avis' business.

               A copy of the press release issued by Cendant announcing
consummation of the Merger is attached hereto as an exhibit to this Current
Report on Form 8-K and is incorporated by reference herein.

ITEM 5.        OTHER EVENTS.

               In an effort to integrate the operations of Avis into
Cendant, Cendant effected an internal reorganization on March 1, 2001.
Under this reorganization, Avis became a subsidiary of Cendant Car
Holdings, LLC, a Delaware limited liability company and an indirect, wholly
owned subsidiary of Cendant and AFL, which conducts Avis' worldwide fleet
management operations, became a subsidiary of PHH Holdings Corporation, a
Texas corporation and a direct, wholly owned subsidiary of the Company.

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

(a)     Financial Statements of Businesses Acquired.

        The Financial Statements of Avis Group Holdings, Inc. are
        incorporated by reference from Cendant Corporation's Current Report
        on Form 8-K, dated November 11, 2000 (previously filed with the
        Commission on November 17, 2000 and incorporated by reference
        herein).

(b)     Pro Forma Financial Information.

        The Pro Forma Financial Information giving effect to the
        acquisition of Avis Group Holdings, Inc. are incorporated by
        reference from Cendant Corporation's Current Report on Form 8-K,
        dated November 11, 2000 (previously filed with the Commission on
        November 17, 2000 and incorporated by reference herein).

(c)     Exhibits.

No.            Description
---            -----------

2.1            Agreement and Plan of Merger by and among Cendant
               Corporation, PHH Corporation, Avis Acquisition Corp. and
               Avis Group Holdings, Inc., dated as of November 11, 2000
               (incorporated by reference from Cendant Corporation's
               Quarterly Report on Form 10-Q for the fiscal quarter ended
               September 30, 2000, dated as of November 14, 2000).

99.1           Press Release issued by Cendant Corporation on March 1, 2001,
               announcing consummation of the Merger.

                                 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

                                            By:   /s/  Eric J. Bock
                                                  --------------------------
                                            Name:  Eric J. Bock
                                            Title: Senior Vice President - Law
                                                     and Corporate Secretary

Dated:  March 9, 2001

                               EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

2.1            Agreement and Plan of Merger by and among Cendant
               Corporation, PHH Corporation, Avis Acquisition Corp. and
               Avis Group Holdings, Inc., dated as of November 11, 2000
               (incorporated by reference from Cendant Corporation's
               Quarterly Report on Form 10-Q for the fiscal quarter ended
               September 30, 2000, dated as of November 14, 2000).

99.1           Press Release issued by Cendant Corporation on March 1,
               2001, announcing consummation of the Merger.