SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                      FORM 8-K

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934


                             June 6, 1997 (May 27, 1997) 
                  Date of Report (Date Of Earliest Event Reported)


                                  PHH CORPORATION
          (Exact Name Of Registrant As Specified In Its Charter)


                                      Maryland
                   (State Or Other Jurisdiction Of Incorporation)


                  1-7797                           52-0551284
          (Commission File Number)      (IRS Employer Identification No.)


                                11333 McCormick Road
                            Hunt Valley, Maryland  21031
          (Address Of Principal Executive Offices)       (Zip Code)


                                 (410) 771-3600
                (Registrant's Telephone Number, including Area Code)


                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)



          ITEM 5.  OTHER EVENTS.

                    On May 27, 1997, HFS Incorporated, a Delaware
          corporation ("HFS") and the sole stockholder of PHH
          Corporation (the "Registrant"), entered into an Agreement
          and Plan of Merger (the "Merger Agreement") with CUC
          International Inc., a Delaware corporation ("CUC").

                    Pursuant to the Merger Agreement, HFS will be
          merged with and into CUC (the "Merger"), with CUC
          continuing as the surviving corporation and the sole
          stockholder of the Registrant.  The Merger Agreement
          contains certain covenants by HFS that generally require
          the Registrant to conduct its operations during the
          period prior to the Merger in the ordinary course of
          business consistent with past practice.

                    Consummation of the Merger is subject to
          customary regulatory approvals and the respective
          approval of the stockholders of HFS and CUC.  The Merger
          is expected to be consummated in the Fall of 1997.

                    The information set forth above is qualified in
          its entirety by reference to the Merger Agreement and the
          press release announcing the Merger, copies of which are
          attached as Exhibits 2.1 and 99.4, respectively, to the
          Current Report on Form 8-K for HFS, dated as of May 28,
          1997, and which documents are incorporated herein by
          reference.



                                  SIGNATURE

                    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
          hereunder duly authorized.

          Dated:  June 6, 1997

                                   PHH CORPORATION

                                   By:    /s/ James E. Buckman     
                                   Name:  James E. Buckman
                                   Title: Executive Vice President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3344}]
{"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": "97620238"}, "business-address": {"street1": "11333 MCCORMICK RD", "city": "HUNT VALLEY", "state": "MD", "zip": "21031", "phone": "3017713600"}, "mail-address": {"street1": "11333 MCCORMICK ROAD", "street2": "MAIL CODE HM", "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

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                             June 6, 1997 (May 27, 1997) 
                  Date of Report (Date Of Earliest Event Reported)

                                  PHH CORPORATION
          (Exact Name Of Registrant As Specified In Its Charter)

                                      Maryland
                   (State Or Other Jurisdiction Of Incorporation)

                  1-7797                           52-0551284
          (Commission File Number)      (IRS Employer Identification No.)

                                11333 McCormick Road
                            Hunt Valley, Maryland  21031
          (Address Of Principal Executive Offices)       (Zip Code)

                                 (410) 771-3600
                (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)

          ITEM 5.  OTHER EVENTS.

                    On May 27, 1997, HFS Incorporated, a Delaware
          corporation ("HFS") and the sole stockholder of PHH
          Corporation (the "Registrant"), entered into an Agreement
          and Plan of Merger (the "Merger Agreement") with CUC
          International Inc., a Delaware corporation ("CUC").

                    Pursuant to the Merger Agreement, HFS will be
          merged with and into CUC (the "Merger"), with CUC
          continuing as the surviving corporation and the sole
          stockholder of the Registrant.  The Merger Agreement
          contains certain covenants by HFS that generally require
          the Registrant to conduct its operations during the
          period prior to the Merger in the ordinary course of
          business consistent with past practice.

                    Consummation of the Merger is subject to
          customary regulatory approvals and the respective
          approval of the stockholders of HFS and CUC.  The Merger
          is expected to be consummated in the Fall of 1997.

                    The information set forth above is qualified in
          its entirety by reference to the Merger Agreement and the
          press release announcing the Merger, copies of which are
          attached as Exhibits 2.1 and 99.4, respectively, to the
          Current Report on Form 8-K for HFS, dated as of May 28,
          1997, and which documents are incorporated herein by
          reference.

                                  SIGNATURE

                    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
          hereunder duly authorized.

          Dated:  June 6, 1997

                                   PHH CORPORATION

                                   By:    /s/ James E. Buckman     
                                   Name:  James E. Buckman
                                   Title: Executive Vice President