The Exhibit Index is on page ___9___ of ___69__ total pages
As filed with the Securities and Exchange Commission on November 29, 1995
                     Registration No. 33-__________________
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                                 PHH CORPORATION
               (Exact name of issuer as specified in its charter)

                            Maryland                   52-0551284
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification No.)

                   11333 McCormick Road                    21031
                   Hunt Valley, Maryland                 (Zip Code)
         (Address of principal executive offices)
                          -------------------------
                  AMENDED AND RESTATED EMPLOYEE INVESTMENT PLAN
                            (Full title of the plan)
                          -------------------------
                         GORDON W. PRIEST, JR., Esquire
                 Assistant General Counsel & Securities Counsel
                                 PHH Corporation
                              11333 McCormick Road
                           Hunt Valley, Maryland 21031
                                 (410) 771-1900
                      (Name, address and telephone number,
                   including area code, of agent for service)
                            -------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Title of           Amount            Proposed maxi-        Proposed maxi-       Amount of
securities to      to be             mum offering          mum aggregate        registration
be registered      registered        price per share       offering price       fee
- -------------      ----------        ---------------       -----------------    ---
<S>                <C>               <C>                   <C>                  <C>
Common Stock       450,000 shares    $45.8125(1)           $20,615,625 (1)      $7,109.00  (1)
(no par value)     -------           ---------             --------------       ------------

- --------------------------------------------------------------------------------
</TABLE>
(1)    Pursuant to Rule 457(c) and (h), the proposed  maximum offering price per
       share,  proposed  maximum  aggregate  offering  price,  and the amount of
       registration  fee are based upon the average high and low prices reported
       by the New York Stock Exchange on November 21, 1995

(2) Pursuant to Rule 416(c),  the issuer is  registering  an  indeterminate
    amount of interests in the Plan for which no registration fee is required.

<PAGE>
                                       PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

- ------------------
     *Information required by Part I to be contained in the Section
      10(a) prospectus is omitted from the registration statement in
      accordance  with Rule 428 under the Securities Act of 1933 and
      the Note to Part I of Form S-8.

                              -----------------


<PAGE>
                                         PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  have  been  filed  by PHH  Corporation  (the
"Registrant")  with the Securities and Exchange  Commission  (the "SEC") and are
incorporated  herein by reference:  (a) Company's Annual Report on Form 10-K for
the year ended April 30, 1995; (b) the Company's  Quarterly  Report on Form 10-Q
for the period  ending July 31, 1995;  the Plan's Annual Report on Form 11-K for
the Plan year ending December 31, 1994, and all other reports filed with the SEC
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") since April 30, 1995.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 or  15(d)  of the  Exchange  Act  subsequent  to  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such  statement.  The  documents  required  to  be  so  modified  or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         [Not required].

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         [Not Required]

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors and officers of the Registrant are indemnified  under Section
2-418 of the  Corporations  and  Associations  Article of the Annotated  Code of
Maryland, and under Article SIXTH, Section 4 of the Registrant's charter.

         As  permitted  by  Maryland  law,  Article  SIXTH,  Section  3  of  the
Registrant's Charter limits the monetary liability of its directors and officers
to the  Registrant  and its  stockholder  to the  maximum  extent  permitted  by
Maryland  law in  effect  from  time to time.  Section  3 of the  Article  SIXTH
provides as follows:

<PAGE>
                  Section  3.  To  the  fullest  extent  permitted  by  Maryland
         statutory or decisional law, as amended or interpreted,  no director or
         officer  of  the  Corporation   shall  be  personally   liable  to  the
         Corporation or its stockholders for money damages. No amendments of the
         charter of the  Corporation  or repeal of any of its  provisions  shall
         limit or  eliminate  the benefits  provided to  directors  and officers
         under this provision with respect to any act or omission which occurred
         prior to such amendment or repeal.

         As permitted under  Subsection (k) of Section 2-418 of the Corporations
and Associations  Article of the Annotated Code of Maryland,  the Registrant has
purchased  and  maintains  insurance  on behalf of its  directors  and  officers
against any  liability  asserted  against such  directors  and officers in their
capacities  as such  whether  or not the  Registrant  would  have  the  power to
indemnify  such persons  under the  provisions  of the  Maryland  law  governing
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         [Not applicable].

ITEM 8.  EXHIBITS.

Exhibit
Number   Description

 4       Amended and Restated Employee Investment Plan of the Registrant.

 5       Opinion of Counsel*

23       Consent of Independent Certified Public Accountants.

24       Power of Attorney.

ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:
                       (1)  To file,  during any period in which offers or sales
are being made, a  post-effective amendment to this registration statement:

                            (i)  To include any prospectus required by section
10(a)(3) of Securities Act of 1933;

- ------------------

         *The Opinion of Counsel required by Item 601(b)(5) is omitted from the
         registration  statement in  accordance  with Item 8 of Form  S-8.  The
         Registrant  has  submitted the plan and all  amendments  thereto to the
         Internal  Revenue  Service  ("IRS") in a timely  manner and has made or
         will make all changes required by the IRS in order to qualify the plan.


<PAGE>

                              (ii) To reflect in the prospectus any facts or
events  arising  after the  effective date of the registration statement (or the
most recent post-effective  amendment thereof),  which,  individually  or in the
aggregate,  represent a  fundamental change in the information set forth in the
registration statement;

                               (iii) To include any material  information  with
respect to the plan of  distribution not previously disclosed in the
registration statement;  provided, however, that paragraphs  (a)(1)(i) and
(a)(1)(ii) do not apply if the registration  statement is on Form S-3 or Form
S-8,  and the  information  required  to be included in a post-effective
amendment by those  paragraphs is contained in periodic  reports filed  by  the
Registrant  pursuant  to  section  13 or  section  15(d)  of the Securities
Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                           (2)      That, for the purpose of determining  any
liability  under the Securities Act of 1933, each such  post-effective amendment
shall be  deemed to be a new  registration statement relating to the securities
offered therein,  and the offering of such securities  at that time shall be
deemed to be the  initial  bona fide  offering thereof.

                           (3)      To  remove  from  registration  by  means
of a  post-effective  amendment  any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) if the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent  or  given,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

<PAGE>

                  (d) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

                              SIGNATURES


                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Hunt Valley,  and the State of Maryland on this
28th day of November, 1995.


                                                      PHH CORPORATION



                                                      By   /s/Robert D. Kunisch
                                                         Robert D. Kunisch
                                                         Chairman of the Board,
                                                         Chief Executive Officer
                                                         and President


                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.


Principal Executive Officer:


  /s/ Robert D. Kunisch      Chairman of the         Date: November 28, 1995
- -----------------------
Robert D. Kunisch            Board, Chief
                             Executive Officer
                             and President


Principal Financial Officer:


  /s/ Roy A. Meierhenry       Senior Vice            Date: November 28, 1995
- -----------------------
Roy A. Meierhenry             President and
                              Chief Financial
                              Officer


Principal Accounting Officer:


  /s/ Nan A. Grant             Controller           Date: November 28, 1995
- ------------------
Nan A. Grant

<PAGE>

A Majority of the Board of Directors:


James S. Beard, Andrew F. Brimmer,  George L. Bunting,  Jr.,  Alan P.
Hoblitzell,  Jr., Paul X. Kelley, Robert D. Kunisch, Francis P. Lucier, Kent C.
Nelson, Donald J. Shepard, Anne M. Tatlock, Alexander B. Trowbridge.

By   /s/ Robert D. Kunisch      For himself           Date: November 28, 1995
- --------------------------
       Robert D. Kunisch        and as
                                Attorney-in-Fact

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the trustee (or other persons who administer the employee benefit plan) has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Hunt Valley,  State of
Maryland on this 28th day of November, 1995.

                                               PHH Corporation
                              Amended and Restated Employee Investment Plan

                              By:  /s/ Roy A. Meierhenry
                                 Roy A. Meierhenry, Trustee

<PAGE>
                         EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit                                   Sequential
Number            Description            Page Number

<S>      <C>                                 <C>

  4      Amended and Restated Employee
         Investment Plan                      10

 23      Consent of Independent
         Certified Public Accountants         66

 24      Power of Attorney                    67-69
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "PHH CORPORATION S-8 FORM", "secsgml_size_bytes": 16360}]
{"company-data": {"conformed-name": "PHH CORP", "cik": "0000077776", "assigned-sic": "7510", "irs-number": "520551284", "state-of-incorporation": "MD", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64617", "film-number": "95597109"}, "business-address": {"street1": "11333 MCCORMICK RD", "city": "HUNT VALLEY", "state": "MD", "zip": "21031", "phone": "3017713600"}, "mail-address": {"street1": "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"}]}
The Exhibit Index is on page ___9___ of ___69__ total pages
As filed with the Securities and Exchange Commission on November 29, 1995
                     Registration No. 33-__________________
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                                 PHH CORPORATION
               (Exact name of issuer as specified in its charter)

                            Maryland                   52-0551284
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification No.)

                   11333 McCormick Road                    21031
                   Hunt Valley, Maryland                 (Zip Code)
         (Address of principal executive offices)
                          -------------------------
                  AMENDED AND RESTATED EMPLOYEE INVESTMENT PLAN
                            (Full title of the plan)
                          -------------------------
                         GORDON W. PRIEST, JR., Esquire
                 Assistant General Counsel & Securities Counsel
                                 PHH Corporation
                              11333 McCormick Road
                           Hunt Valley, Maryland 21031
                                 (410) 771-1900
                      (Name, address and telephone number,
                   including area code, of agent for service)
                            -------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of           Amount            Proposed maxi-        Proposed maxi-       Amount of
securities to      to be             mum offering          mum aggregate        registration
be registered      registered        price per share       offering price       fee
- -------------      ----------        ---------------       -----------------    ---
Common Stock       450,000 shares    $45.8125(1)           $20,615,625 (1)      $7,109.00  (1)
(no par value)     -------           ---------             --------------       ------------

- --------------------------------------------------------------------------------
(1)    Pursuant to Rule 457(c) and (h), the proposed  maximum offering price per
       share,  proposed  maximum  aggregate  offering  price,  and the amount of
       registration  fee are based upon the average high and low prices reported
       by the New York Stock Exchange on November 21, 1995

(2) Pursuant to Rule 416(c),  the issuer is  registering  an  indeterminate
    amount of interests in the Plan for which no registration fee is required.
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

- ------------------
     *Information required by Part I to be contained in the Section
      10(a) prospectus is omitted from the registration statement in
      accordance  with Rule 428 under the Securities Act of 1933 and
      the Note to Part I of Form S-8.

                              -----------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  have  been  filed  by PHH  Corporation  (the
"Registrant")  with the Securities and Exchange  Commission  (the "SEC") and are
incorporated  herein by reference:  (a) Company's Annual Report on Form 10-K for
the year ended April 30, 1995; (b) the Company's  Quarterly  Report on Form 10-Q
for the period  ending July 31, 1995;  the Plan's Annual Report on Form 11-K for
the Plan year ending December 31, 1994, and all other reports filed with the SEC
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") since April 30, 1995.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 or  15(d)  of the  Exchange  Act  subsequent  to  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such  statement.  The  documents  required  to  be  so  modified  or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         [Not required].

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         [Not Required]

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors and officers of the Registrant are indemnified  under Section
2-418 of the  Corporations  and  Associations  Article of the Annotated  Code of
Maryland, and under Article SIXTH, Section 4 of the Registrant's charter.

         As  permitted  by  Maryland  law,  Article  SIXTH,  Section  3  of  the
Registrant's Charter limits the monetary liability of its directors and officers
to the  Registrant  and its  stockholder  to the  maximum  extent  permitted  by
Maryland  law in  effect  from  time to time.  Section  3 of the  Article  SIXTH
provides as follows:
Section  3.  To  the  fullest  extent  permitted  by  Maryland
         statutory or decisional law, as amended or interpreted,  no director or
         officer  of  the  Corporation   shall  be  personally   liable  to  the
         Corporation or its stockholders for money damages. No amendments of the
         charter of the  Corporation  or repeal of any of its  provisions  shall
         limit or  eliminate  the benefits  provided to  directors  and officers
         under this provision with respect to any act or omission which occurred
         prior to such amendment or repeal.

         As permitted under  Subsection (k) of Section 2-418 of the Corporations
and Associations  Article of the Annotated Code of Maryland,  the Registrant has
purchased  and  maintains  insurance  on behalf of its  directors  and  officers
against any  liability  asserted  against such  directors  and officers in their
capacities  as such  whether  or not the  Registrant  would  have  the  power to
indemnify  such persons  under the  provisions  of the  Maryland  law  governing
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         [Not applicable].

ITEM 8.  EXHIBITS.

Exhibit
Number   Description

 4       Amended and Restated Employee Investment Plan of the Registrant.

 5       Opinion of Counsel*

23       Consent of Independent Certified Public Accountants.

24       Power of Attorney.

ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:
                       (1)  To file,  during any period in which offers or sales
are being made, a  post-effective amendment to this registration statement:

                            (i)  To include any prospectus required by section
10(a)(3) of Securities Act of 1933;

- ------------------

         *The Opinion of Counsel required by Item 601(b)(5) is omitted from the
         registration  statement in  accordance  with Item 8 of Form  S-8.  The
         Registrant  has  submitted the plan and all  amendments  thereto to the
         Internal  Revenue  Service  ("IRS") in a timely  manner and has made or
         will make all changes required by the IRS in order to qualify the plan.
(ii) To reflect in the prospectus any facts or
events  arising  after the  effective date of the registration statement (or the
most recent post-effective  amendment thereof),  which,  individually  or in the
aggregate,  represent a  fundamental change in the information set forth in the
registration statement;

                               (iii) To include any material  information  with
respect to the plan of  distribution not previously disclosed in the
registration statement;  provided, however, that paragraphs  (a)(1)(i) and
(a)(1)(ii) do not apply if the registration  statement is on Form S-3 or Form
S-8,  and the  information  required  to be included in a post-effective
amendment by those  paragraphs is contained in periodic  reports filed  by  the
Registrant  pursuant  to  section  13 or  section  15(d)  of the Securities
Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                           (2)      That, for the purpose of determining  any
liability  under the Securities Act of 1933, each such  post-effective amendment
shall be  deemed to be a new  registration statement relating to the securities
offered therein,  and the offering of such securities  at that time shall be
deemed to be the  initial  bona fide  offering thereof.

                           (3)      To  remove  from  registration  by  means
of a  post-effective  amendment  any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) if the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent  or  given,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Hunt Valley,  and the State of Maryland on this
28th day of November, 1995.

                                                      PHH CORPORATION

                                                      By   /s/Robert D. Kunisch
                                                         Robert D. Kunisch
                                                         Chairman of the Board,
                                                         Chief Executive Officer
                                                         and President

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.

Principal Executive Officer:

  /s/ Robert D. Kunisch      Chairman of the         Date: November 28, 1995
- -----------------------
Robert D. Kunisch            Board, Chief
                             Executive Officer
                             and President

Principal Financial Officer:

  /s/ Roy A. Meierhenry       Senior Vice            Date: November 28, 1995
- -----------------------
Roy A. Meierhenry             President and
                              Chief Financial
                              Officer

Principal Accounting Officer:

  /s/ Nan A. Grant             Controller           Date: November 28, 1995
- ------------------
Nan A. Grant
A Majority of the Board of Directors:

James S. Beard, Andrew F. Brimmer,  George L. Bunting,  Jr.,  Alan P.
Hoblitzell,  Jr., Paul X. Kelley, Robert D. Kunisch, Francis P. Lucier, Kent C.
Nelson, Donald J. Shepard, Anne M. Tatlock, Alexander B. Trowbridge.

By   /s/ Robert D. Kunisch      For himself           Date: November 28, 1995
- --------------------------
       Robert D. Kunisch        and as
                                Attorney-in-Fact

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the trustee (or other persons who administer the employee benefit plan) has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Hunt Valley,  State of
Maryland on this 28th day of November, 1995.

                                               PHH Corporation
                              Amended and Restated Employee Investment Plan

                              By:  /s/ Roy A. Meierhenry
                                 Roy A. Meierhenry, Trustee
EXHIBIT INDEX
Exhibit                                   Sequential
Number            Description            Page Number
4      Amended and Restated Employee
         Investment Plan                      10

 23      Consent of Independent
         Certified Public Accountants         66

 24      Power of Attorney                    67-69