EXHIBIT 3.18(h)

                                                                        3992 213
                                                                        11-17-97

               CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
                          FOR DESIGNATION OR CHANGE OF
                             RESIDENT AGENT AND/OR
                                PRINCIPAL OFFICE

      I, Jeanne M. Murphy do hereby certify that I am the duly elected,
qualified and acting secretary of PHH Deutschland, Inc., a corporation formed
and existing under the laws of the State of Maryland, and that at a meeting of
the board of directors of said corporation, held on the 1st day of October,
1997, the following resolution was adopted, which said resolution remain in full
force and effect:

            "RESOLVED that the resident agent of this corporation in the State
      of Maryland be and it hereby is changed to THE CORPORATION TRUST
      INCORPORATED, the post-office address of which is 300 East Lombard Street,
      Baltimore, Maryland 21202. The said resident agent so designated is a
      corporation of the State of Maryland.

                                        /s/ Jeanne M. Murphy
                                        ----------------------------------------
                                        Jeanne M. Murphy

(CORPORATE SEAL)

I.D. NO# D1921337
ACKN. NO. - 100C3114872
PHH DEUTSCHLAND, INC.

11/17/97 AT 03:43 P.M.

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                          STATE DEPARTMENT [ILLEGIBLE]
                               STATE OF MARYLAND

(MD - 757 - 7/20/82)

I hereby certify that this is a true and complete copy of the 2 page document on
[ILLEGIBLE].

11-17-97 AT 3:43 P m.

June 24, 1999

BY: /s/ Darla D. Simms, Custodian

This stamp replaces our previous certification system. Effective:

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