April 28, 2006

Mail Stop 4561

Eric J. Bock
Executive Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, NY 10019

      Re:	Realogy Corporation
		Registration Statement on Form 10
      Filed April 3, 2006
		File No.  001-32852

Dear Mr. Bock:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10

General
1. Please confirm that the Separation and Distribution Agreement,
related separation agreements and the financial opinions will be
completed and executed and that each will be summarized in the
information statement prior to the mailing of the information
statement to shareholders.
2. We note that your parent, Cendant Corporation, is not
registering
the issuance of shares in connection with this spin-off.  Please
tell
us how the acceleration of up to $50 million in Cendant equity
awards
comports with the pro-rata nature of the spin-off.  Refer
generally
to Staff Legal Bulletin No. 4.
3. Please revise your registration statement to discuss the
potential
sale of your travel services unit, Travelport.

Summary, page 1

Our Strengths, page 5
4. Please balance the discussion of your strengths with summary
risk
factors.

The Separation, page 6
5. Please include a more detailed discussion of the arrangement
regarding the assumption and allocation of Cendant`s contingent
and
non-contingent liabilities.
6. With respect to the new debt to be incurred of roughly $2.2
billion, please explain in detail what this payment relates to and
how your share of Cendant`s historical debt was calculated.

Summary Historical and Unaudited Pro Forma..., page 17
7. Please add "unsecured obligations" as a line item to your
balance
sheet data.
8. Please provide a footnote explanation of "invested equity."

Risk Factors, page 20
9. Where relevant, please discuss risk related to:
* the recent trend toward discounting on real estate commissions
(see, e.g., "Realtor Commissions Face New Pressure,." Wall Street
Journal Online, July 19, 2005) and your own falling commission
rate;
* dilution due to anticipated option and restricted stock
issuances,
including the automatic vesting of equity awards no later than 30
days after the completion of the second distribution of Cendant
stock
(refer to pages F-24 and F-25); and
* lack of an independent majority on your executive committee,
which
can exercise all board powers when the board is not in session.



Risks Relating to Our Business, page 20

Adverse development in general business..., page 20

A decline in the number of home sales..., page 20
10. Please revise to include examples of how the risks identified
here could impact your business.

We may be unable to securitize..., page 26
11. Please explain what factors could contribute to your inability
to
securitize relocation assets.

Risks Relating to the Separation, page 28

We may be unable to achieve some or all..., page 28
12. Please be more specific as to the benefits you may fail to
achieve and why.

We are being separated from Cendant..., page 29
13. Please revise the title to highlight the risk that your
historical and pro forma financial statements do not reflect the
results you would have had if you operated as a separate company
or
that you will have as a separate public company.

We may be unable to make..., page 29
14. Please disclose the date the Transition Services Agreement
expires.

Our agreements with Cendant..., page 30
15. Please revise the title and discussion to make clear the risk
that you might have gotten better terms from third parties and
explain why (i.e., lack of competition).

We will be responsible for certain..., page 30
16. Please include additional detail regarding the liabilities
referenced in the first sentence that you will assume.  In
addition,
please be specific about quantifiable liabilities, if any, to be
held
by Cendant, Wyndham and Travel Distribution that you may be liable
for.


The Separation, page 36

Reasons for the Separation, page 42
17. In order to provide balance to the description of the Cendant
board`s reasons for the spin-off, please describe the potential
negative effects that the board also considered, such as:
* lack of operating diversity (i.e., increased exposure to real
estate);
* loss of purchasing and borrowing leverage;
* decrease in available capital for investment; and
* fewer opportunities to pursue integrated strategies.

Opinion of Evercore Group LLC, page 44
18. The basis upon which Evercore determined that the transaction
is
fair to shareholders may not be clear to an investor.  We note
that
the opinion is not meant to reflect fairness as compared with
alternative transactions or fairness with respect to the eventual
trading price of your shares.
19. Please describe any material relationship that existed between
you and Evercore in the last two years and quantify the
compensation
paid by you to both Evercore and Duff & Phelps in that period.
Also,
once the reports are issued, please provide a summary of the
findings
broken out according to the various methods of or analyses used in
arriving at such findings, such as the "balance sheet," "capital
adequacy" and "cash flow" tests and the sensitivity analysis
described on pages 48-49.  Finally, please provide us with any
board
books or similar material given to your board by Evercore or Duff
&
Phelps in connection with the opinions being rendered in this
transaction.

Opinion of Duff & Phelps LLC, page 46
20. Please explain briefly what kind of "surplus" is required in
order to effect this distribution.
Unaudited Pro Forma Combined Financial Statements, page 56
21. We understand from your disclosure that you are currently
determining the fair value of guarantees provided to Cendant in
connection with your separation.  Please advise us and clarify
whether you plan to reflect the fair value of such guarantees in
your
pro forma condensed combined balance sheet and statement of income
in
a pre-effective amendment.

Notes to Unaudited Pro Forma Condensed Combined Statement of
Income
Note (e), page 61
22. We note from your disclosure that, in connection with the
second
separation, you expect Cendant to cancel equity awards that were
granted at "above-target" levels.  Please reconcile the timing of
the
cancellation with your disclosure on page 119 which suggests that
the
cancellation will occur immediately prior to the distribution.  In
addition, please clarify whether diluted weighted average shares
outstanding reflects the equitable adjustments to Cendant`s
outstanding equity awards.

Management`s Discussion and Analysis..., page 62
23. Please include an overview that analyzes business and
financial
trends that management believes may have a material impact on your
future financial condition or operating performance.  For example,
we
note that you addressed certain business and financial trends at
your
March 21, 2006 investor conference.  For additional guidance,
refer
to Commission Release No. 33-8350 (Dec. 19, 2003).

Year Ended December 31, 2005 vs. Year Ended December 31, 2004,
page
63
24. It appears that increases in your EBITDA from 2004 to 2005
were
almost entirely the result of increases in your franchise
activity.
Please discuss:
* the relative profitability (i.e., margins) of each of your
business
segments;
* why EBITDA connected to franchise activity continued to rise in
2005 while EBITDA connected to your other business segments fell
in
the same period, even as revenue rose across all segments (we note
that this was not the case in 2004, when EBITDA rose across all
segments along with revenue);
* why revenue growth in your franchise and company-owned segments
slowed significantly in 2005 from 2004; and
* the anticipated impact on future EBITDA of continued
"moderation"
in the housing market, especially in light of the steady erosion
in
your brokerage commission rate.

In revising your disclosure, please address factors that could
impact
the most profitable lines of your business, including rising
interest
rates (and the concomitant impact on home prices, volume of home
sales and refinancing activity).  In this regard, we note that
growth
in homesale sides in your franchise segment slowed significantly
in
2005 and that homesale sides in your company-owned segment
actually
fell in 2005.

Company Owner Real Estate Brokerage Services, page 65
25. On page 66, please describe in more detail the restructuring
you
intend to undertake in 2006.

Relocation Services, page 66
26. Please explain in more detail how you assume the risk of loss
in
the sale of certain homes, including how the home is valued and
when
the client is paid.

Financial Condition, Liquidity and Capital Resources, page 70
27. Where relevant, please discuss changes in your reserves,
including reserves related to lawsuits and audits involving
Cendant
and for which Realogy may share liability.
28. Please include a discussion of any restrictive financial
covenants related to your new indebtedness.
29. Where relevant, please discuss the timing and potential
liability
under the "put" rights held by members of PHH Home Loans, LLC.
Refer
to Exhibit 10.10.

Financial Condition, page 70
30. Please explain in more detail the forgiveness of intercompany
balances leading to a $605 million non-cash dividend to Cendant in
2005.


Separation from Cendant..., page 73
31. Please describe in more detail the nature of any material
current
or contingent liabilities to be allocated to you by Cendant,
including your liability for deferred compensation of other
companies, as described on pages 120 and 121.  Also, please
explain
briefly the basis for your 50% obligation (as opposed to the
lesser
obligations contemplated for Wyndham Worldwide and the Travel
Distribution Services company).

Business, page 78
32. We note your consolidated segment measure EBITDA, as adjusted
for
certain items including minority interest and interest expense
relating to your secured obligations, discussed here and
throughout
the summary segment is a non-GAAP financial measure since this
measure has no authoritative meaning outside of the SFAS 131-
required
reconciliation.  As such, please clarify and expand your
disclosure
to include the disclosures required by Item 10(e)(1)(i) of
Regulation
S-K and the disclosures referred to in Question 8 of the SEC`s
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures, including the material limitations and the manner in
which
management compensates for these limitations when using the non-
GAAP
financial measure to evaluate performance.

Overview, page 78
33. Please provide us with objective third-party support for each
of
the claims related to Realogy`s competitive position.
Industry Overview, page 78
34. Please provide us with support for each factual claim made in
this and the next section ("Industry Trends") and provide us with
copies of any reports that you rely on.  Also, please indicate
whether any of these reports were prepared in connection with this
registration statement.
35. Where you compare statistical results from different periods
of
time, please make clear whether the results have been adjusted for
inflation.  Also, please consider whether your use of CAGRs
throughout this and the next section accurately depicts the fact
that
a significant amount of growth in the real estate market occurred
recently, in a relatively short period of time.  To the extent you
choose to retain the use of CAGRs, please describe the "smoothing"
effect this kind of statistical analysis may have on unusual
periods
of expansion or retraction in the real estate market and discuss
in
detail your exposure to specific segments of the real estate
market
(especially California, New York and Florida) which may diverge
from
the overall market trends suggested here.

Industry Trends, page 79

Favorable long-term economic fundamentals, page 79
36. Please explain what you mean by the "expected moderation" in
existing home sales.

Strong business model with stable cash flows, page 84
37. Please explain what you mean by "high" profit margins and
"minimal" capital investments.  Also, please be more specific
about
the "variable cost component" of your brokerage business and its
"high overall margins."  Finally, please identify the areas that
will
"maximize" your return on capital and explain how.

Our Strategy, page 85

Expand and grow our real estate..., page 85
38. We note the disclosure of your 99% franchisee retention rate.
Please discuss in the information statement the average age of
your
franchise relationship (we note that the franchise agreements are
generally 10 years long) and any contractual or practical
limitations
on a franchisee`s ability to sever its relationship with you.
Where
relevant, please discuss the number of franchise relationships
that
will be subject to termination in the coming years.

Increase our relocation and settlement..., page 85
39. Please disclose what percentage of your relocation business
your
top 25 clients account for.  If it is not material, please
reconsider
this disclosure.

Title and Settlement Services, page 93
40. On page 94, please disclose the basis of your belief that
refinancing activity equivalent to 12% of your EBITDA represents a
"more normalized" level of business.

Government Regulation, page 99
41. With respect to the "controlled business" and "business
opportunity" laws and "local efforts" to limit referral fees,
please
identify the states where such laws have been enacted or have been
proposed, the percentage of your business that could be affected
and
the penalties for non-compliance.  Your analysis should focus on,
among other things, the impact on your relocation service
referrals,
which, we note from page 3, is a "significant" revenue driver for
your other lines of business.

Legal Proceedings, page 100
42. Please revise to cover any actions involving Cendant
accounting
irregularities for which you may be liable.

Frank K. Cooper..., page 100
43. Please be more specific about the nature of the breaches
alleged
and explain briefly what "general releases" are.

Management, page 106

Board of Directors Following the Separation, page 108
44. Please disclose the other Cendant-affiliated board that Mr.
Edelman may sit on.

Executive Compensation, page 112

Restricted Stock Awards, page 112
45. With respect to prior grants, please make it clear that all
"at-
target" awards will vest automatically no later than 30 days after
the completion of the second distribution.  Also, please clarify
whether all performance goals were met in connection with these
awards or whether the Cendant board has elected to waive any
requirements in connection with this early vesting.  Please also
clarify whether the restricted stock units and stock options will
remain subject to the same continued employment requirement.

Employee Benefit Plans, page 115

2006 Equity Incentive Plan, page 115

Equitable Adjustments to Outstanding..., page 119
46. Please quantify how many restricted stock units and options
you
expect to vest no later than 30 days after the completion of the
second distribution of Cendant stock.



Employment Agreements, page 122
47. Please describe in detail the terms of Mr. Silverman`s Cendant
employment agreement that you expect to assume, including
severance
benefits and any non-compete.  Please make it clear whether you
would
be free to terminate him on December 31, 2007, the date Mr. Smith
is
expected to take over the position.  Also, with respect to Mr.
Smith,
please make it clear whether you would be free to terminate him
after
three years from the date of distribution.  Finally, please update
this registration statement as necessary to disclose the terms of
agreements with other named executives, once available.

Certain Relationships and Related Party Transactions, page 126

Non-Competition, page 130
48. Please disclose when competition may begin.

Exhibits
49. Please include the schedules to Exhibit 10.12.

Financial Statements and Notes

Report of Independent Registered Public Accounting Firm, page F-2
50. Please have your auditors revise the second paragraph of their
audit report to state, if true, that their audit was in accordance
with "the standards" rather than "auditing standards" of the
PCAOB.
Refer to PCAOB Auditing Standard No. 1.

Combined Statements of Cash Flows, page F-5
51. Please explain to us in sufficient detail how you are
reflecting
the various components of the change in amounts due to Cendant
disclosed on page F-29 in your statements of cash flows.  In this
regard, please also explain to us how you generated positive cash
flows related to income taxes payable to Cendant in each of the
previous three years.
Note 2, Summary of Significant Accounting Policies, page F-8
52. Please revise to provide disclosure of the impact that all
recently issued accounting standards may have on your financial
statements when adopted, such as SFAS 123(R).  Refer to SAB Topic
11M.

Note 11, Commitments and Contingencies
Litigation, page F-22
53. We read your disclosure and note that you have accrued for
certain legal matters and that an adverse outcome could result in
a
material impact on your earnings or cash flows in any given
reporting
period.  Please revise your disclosure to clarify the nature of
the
material loss contingencies recorded in your financial statements
in
accordance with paragraph 9 of SFAS 5 and SAB Topic 5Y.  In
addition,
for loss contingencies where no accrual is made please clarify
whether there are any material contingent liabilities that are
probable but not reasonably estimable or reasonably possible.  If
so,
please revise to also provide the disclosures required by
paragraph
10 of SFAS 5 and SAB Topic 5Y.

Note 18, Subsequent Events, page F-32
54. We note from your disclosure here and on page 129 that you,
Wyndham Worldwide and the Travel Distribution Services company
will
incur replacement debt and will remit the proceeds from such debt
to
Cendant to permit Cendant to retire its existing indebtedness.
The
use of proceeds from your replacement debt suggests that the
portion
of debt allocated to you by Cendant specifically relates to your
operations.  As such, please tell us how you evaluated the
requirements in SAB Topic 1:B:1 Question 4.
55. In your response to the above comment, please also explain the
methodology used by Cendant in allocating $2.2 billion of its
indebtedness to Realogy and whether any of this indebtedness was
originally used to fund the purchase of assets or acquire
businesses
which have contributed to Realogy`s historical or ongoing
operations.
56. Notwithstanding our comments above, please revise to include a
pro forma balance sheet alongside the Company`s historical balance
sheet for the most recent period presented giving effect to the
$2.2
billion dividend to be paid to Cendant but not any of the proceeds
that will be required to pay this dividend.  Refer to the
requirements in SAB Topic 1:B:3.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Matthew Maulbeck at 202-551-3466 or Josh
Forgione, Assistant Chief Accountant, at 202-551-3431 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3852 with any other questions.

Sincerely,



Michael McTiernan
Special Counsel


cc:	Thomas Greenberg (via facsimile, 917-777-7886)
	SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP



Eric J. Bock, Esq.
Cendant Corporation
April 28, 2006
Page 1