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

                                 August 23, 2000

                                (Date of Report)

                                AVIS GROUP HOLDINGS, INC.
                    (Exact name of Registrant as Specified In Its Charter)


      DELAWARE                   1-13315                 11-3347585
(State of Incorporation)   (Commission File Number)   (I.R.S. Employer
                                                       Identification No.)

      900 Old Country Road

      Garden City, New York                                11530
 (Address of Principal Executive Offices)                (Zip Code)


       Registrant's telephone number, including area code: (516) 222-3000






    ITEM 1.       CHANGES IN CONTROL OF REGISTRANT.

                  Not applicable

    ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.

                  Not applicable

    ITEM 3.       BANKRUPTCY OR RECEIVERSHIP.

                  Not applicable

    ITEM 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                  Not applicable

    ITEM 5.       OTHER EVENTS.

                  On August 18, 2000,  the Board of  Directors of Avis Group
                  Holdings, Inc. ("Avis") formed  a  Special Committee of
                  independent  directors  to consider the  proposal of Cendant
                  Corporation to acquire all of the outstanding  shares of Avis
                  not currently owned by Cendant at $29 per share.

   ITEM 6.       RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                 Not applicable

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

                Reference is made to the News Release of Avis Group Holdings,
                Inc. filed as an Exhibit hereto, which information is
                incorporated herein by reference.

   ITEM 8.      CHANGE IN FISCAL YEAR.

                Not applicable



                                   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.

                                        AVIS GROUP HOLDINGS, INC.
                                             (Registrant)



 Date:  August 23, 2000                By:  /s/Kevin M. Sheehan
                                            ______________________________
                                            Kevin M. Sheehan
                                            President-Corporate and Business
                                            Affairs and Chief Financial Officer



                              EXHIBIT INDEX

     News Release of Avis Group Holdings, Inc. dated August 18, 2000.






CONTACTS:

Elizabeth Logler - Investor Relations

516-222-4795

Gregory Faulhaber - Corporate Communications

516-222-3876

                  AVIS GROUP HOLDINGS, INC. TO FORM SPECIAL COMMITTEE


         GARDEN CITY, NY - AUGUST 18, 2000 - Avis Group  Holdings, Inc. (NYSE:
AVI) announced today that its Board of Directors has formed a Special Committee,
composed of  independent  directors,  to consider  the  preliminary non-binding
proposal of Cendant Corporation to acquire all of the outstanding shares of Avis
that are not currently owned by Cendant at a price of $29 per share in cash.

         Avis Group  Holdings,  Inc. is one of the world's  leading service and
information  providers of comprehensive  automotive  transportation and vehicle
management  solutions.  Avis Group operates the second largest general-use car
rental  business in the world,  with  locations in the United  States,  Canada,
Australia,  New Zealand and the Latin American Caribbean  region.  In 1999, the
Company  acquired PHH Vehicle  Management Services,  the world's second largest
fleet management and leasing company, together with Wright Express, the world's
largest fleet card provider.

        This press release contains statements related to future results, which
are  forward-looking statements  that are  made  pursuant  to the  Safe  Harbor
Provisions of the Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking statements involve risks and uncertainties, including the
impact of competitive products and pricing,  changing market conditions and
other risks which are detailed from time to time in the Company's
publicly-filed  documents, including its Annual Report on Form 10-K for the
period ended December 31, 1999. Actual results may differ materially from those
projected. These forward-looking statements represent the Company's judgments
as of the date of this release.

        For additional  information and news,  please call Company News on Call
at 1-800-758-5804, access code #078975.