8-K

                       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

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


                         March 25, 1998 (March 23, 1998)
               (Date of Report (date of earliest event reported))


                               Cendant Corporation
             (Exact name of Registrant as specified in its charter)


          Delaware                            1-10308                 06-0918165
 (State or other jurisdiction           (Commission File No.)   (I.R.S. Employer
of incorporation or organization)                         Identification Number)

        6 Sylvan Way
    Parsippany, New Jersey                                                 07054
(Address of principal executive office)                               (Zip Code)





                                 (973) 428-9700
              (Registrant's telephone number, including area code)



                                      None
       (Former name, former address and former fiscal year, if applicable)














Item 5.   Other


Proposed Acquisition of American Bankers. On March 23, 1998, Cendant Corporation
(the  "Company")  announced  that it had entered into a definitive  agreement to
acquire American Bankers Insurance Group Inc.  ("American  Bankers") for $67 per
share in cash and stock, for an aggregate  consideration  of approximately  $3.1
billion. The Company intends to purchase 23.5 million shares of American Bankers
at $67 per share  through its pending  cash  tender  offer,  to be followed by a
merger in which the Company will deliver  Cendant shares with a value of $67 for
each remaining share of American Bankers common stock  outstanding.  The Company
has already  received  anti-trust  clearance to acquire  American  Bankers.  The
tender  offer is subject to the  receipt  of  tenders  representing  at least 51
percent of the common  shares of American  Bankers as well as customary  closing
conditions,  including regulatory  approvals.  The transaction is expected to be
completed in the latter part of the second quarter of 1998.

American  Bankers  concentrates  on marketing  affordable,  specialty  insurance
products  and  services  through  financial  institutions,  retailers  and other
entities  offering  consumer  financing  as a  regular  part of their  business.
American  Bankers,  through its  subsidiaries,  operates  in the United  States,
Canada, Latin America, the Caribbean and the United Kingdom.

National  Parking  Corporation  Acquisition.  On March  23,  1998,  the  Company
announced that it had agreed with the board of directors of U.K.-based  National
Park  Corporation  Limited  ("NPC") to the terms of a recommended  cash offer to
acquire the entire issued share capital of NPC for 673 pence per share,  a total
of approximately  (pound)801 million  (approximately $1.3 billion).  Payment for
shares will be made in cash. The Company has received  irrevocable  undertakings
to accept the offer with  respect to  holdings  amounting  to  approximately  73
percent  of  NPC's  issued  share  capital  and  the  directors  of  NPC  intend
unanimously to recommend that NPC  shareholders  accept the offer.  The offer is
subject  to  customary  regulatory  approvals  and it is  anticipated  that  the
transaction  will close during the second  quarter of 1998.  NPC operates in two
principal   segments:   National  Car  Parks   Limited,   the  largest   private
(non-municipality  owned) car park operator in the U.K. with  approximately  500
locations,  and Green  Flag  Group  Limited,  the  largest  for-profit  roadside
assistance organization with more than 3.5 million members in the U.K.







In  connection  with  the  foregoing  announcements,  Moody's  Investor  Service
confirmed its A3 senior  unsecured  debt rating of the Company and its A2 rating
for senior unsecured debt of PHH Corporation,  a wholly-owned  subsidiary of the
Company,  and Standard and Poor's  placed its A rating of the Company and its A+
long-term  corporate  credit  rating of PHH  Corporation  on Credit  Watch  with
negative implications.

The information set forth in the press releases attached hereto as Exhibits 99.1
and 99.2 are incorporated herein by reference in their entirety.









Item 7.   Exhibits

Exhibit
   No.            Description

2.1               Agreement  and Plan of Merger,  dated March 23, 1998 among the
                  Company,   Season   acquisition  Corp.  and  American  Bankers
                  Insurance  Group,  Inc.  (incorporated by reference to Exhibit
                  C-2 to the  Schedule  14D-1  (Amendment  31),  dated March 23,
                  1998, filed by the Company and Season Acquisition Corp.)

99.1              Press Release: Cendant and American Bankers Reach Agreement on
                  $67 Per Share  Merger Transaction dated March 23, 1998.

99.2              Press Release:  Cendant to Acquire UK-based National Parking 
                  Corporation Limited in $1.3 billion Transaction.

                                                     





                                    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 hereunto duly authorized.



                                                CENDANT CORPORATION



                                                 By:  /s/     Scott E. Forbes
                                                              Scott E. Forbes
                                                 Senior Vice President-Finance
                                                 and Chief Accounting Officer


Date: March 25, 1998



























                                                      





                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                  Report Dated March 25, 1998 (March 23, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

2.1               Agreement  and Plan of Merger,  dated March 23, 1998 among the
                  Company,   Season   acquisition  Corp.  and  American  Bankers
                  Insurance  Group,  Inc.  (incorporated by reference to Exhibit
                  C-2 to the  Schedule  14D-1  (Amendment  31),  dated March 23,
                  1998, filed by the Company and Season Acquisition Corp.)

99.1              Press Release: Cendant and American Bankers Reach Agreement on
                  $67 Per Share Merger Transaction dated March 23, 1998.

99.2              Press Release: Cendant to Acquire UK-based National Parking
                  Corporation  Limited in $1.3 billion Transaction.

                                              

EX-99.1

EXHIBIT 99.1


Cendant and American Bankers Reach Agreement on $67 Per Share Merger Transaction

STAMFORD,  Conn. and  MIAMI--(BUSINESS  WIRE)--March 23, 1998--Cendant Corp. and
American  Bankers  Insurance Group Inc.  announced they have signed a definitive
merger agreement under which Cendant will acquired American Bankers for cash and
stock valued at $67 per share,  for an aggregate  consideration of approximately
$3.1 billion.

Walter  A.  Forbes,  chairman,  and  Henry R.  Silverman,  president  and  chief
executive  officer of  Cendant,  stated:  "We are pleased to have  reached  this
agreement with American Bankers. We are very enthusiastic about the potential of
our combination and look forward to taking  advantage of the many  opportunities
it will  create  to  generate  additional  value  for our  shareholders.  We are
confident  that this  transaction  will  provide  many  creative new outlets for
Cendant and American Bankers, will open new horizons for the careers of American
Bankers' employees and will be beneficial to the South Florida community."

"We note that AIG too has served its shareholders  very well and look forward to
doing business with AIG in the future."

R. Kirk Landon,  chairman of the Board of American Bankers, said: "The agreement
with Cendant  provides our shareholders  with  exceptional  value. Our board has
acted  throughout  this  process  in the  best  interest  of  our  shareholders,
employees,  policyholders and our local communities. We believe everyone is very
pleased with the outcome."

Cendant will purchase 23.5 million  shares of American  Bankers at $67 per share
through  its  pending  cash  tender  offer,  to be followed by a merger in which
Cendant will deliver Cendant shares with a value of $67 for each remaining share
of American Bankers common stock outstanding.

In the merger, each share of $3.125 Series B Convertible  Preferred stock of ABI
shall be  converted  into,  and become  exchangeable  for, one share of Series A
Preferred stock of Cendant with terms substantially  similar to the terms of the
ABI Preferred Stock and shall be convertible into Cendant's common stock.

Cendant already received anti-trust  clearance to acquire American Bankers.  The
tender  offer is subject to the  receipt  of  tenders  representing  at least 51
percent of the common  shares of American  Bankers as well as customary  closing
conditions,  including  regulatory  approvals.  American  Bankers will  schedule
shareholder  meetings to vote on the merger with Cendant as soon as practicable.
The  transaction  is expected to be  completed  in the latter part of the second
quarter.


                                                      





Pursuant to a separate  agreement among Cendant,  American  Bankers and AIG, AIG
has received a termination  fee of $100 million from American  Bankers,  plus $5
million of merger-related expenses received from Cendant, which will be followed
by an additional $5 million at the closing of the transaction.

In addition,  all lawsuits among the parties will be dropped, and AIG has agreed
not to oppose Cendant's Form A applications in any venue.

American  Bankers  Insurance Group Inc.  concentrates  on marketing  affordable,
specialty  insurance  products  and  services  through  financial  institutions,
retailers and other entities  offering  consumer  financing as a regular part of
their business. ABI, through its insurance subsidiaries,  operates in the United
States, Canada, Latin America, the Caribbean and the United Kingdom.

Cendant is the world's premier provider of consumer and business services.  With
a market captialization in excess of $30 billion, it ranks among the 100 largest
U.S.  corproations.  Cendant oeprates in three principal  segments:  Membership,
Travel and Real Estate Services. In Membership Services, Cendant provides access
to travel,  shopping,  auto,  dining,  and other services through more than 66.5
million  memberships  worldwide.  In Travel  Services,  Cendant  is the  leading
frachisor of hotels and rental car agencies  worldwide,  the premier provider of
vacation exchange services and the second largest fleet management  company.  In
Real Estate Services,  Cendant is the world's premier  franchiser of residential
real  estate  brokerage  offices,  a major  provider  of  mortgage  services  to
consumers and a global leader in corporate employee relocation. Headquartered in
Stamford,  Conn.  and  Parsippany,  N.J.,  the  company  has  more  than  34,000
employees,  operates in over 100 countries and makes  approximately  100 million
customer contacts annually.


                                                     

EX-99.2

EXHIBIT 99.2


Cendant to Acquire UK-based National Park Corporation Limited in $1.3 Billion
Transaction

NPC's Businesses Include UK's Largest Private Parking Company and Auto Club With
Over 3.5 Million Members

STAMFORD,  CT,  PARSIPPANY,  NJ--(BUSINESS  WIRE)--March  23,  1998--Acquisition
Immediately Accretive to Cendant's EPS.

Cendant Corp.  (NYSE:CD-news),  the world's largest consumer  services  company,
today  announced  that it has agreed with the board of directors  of  U.K.-based
National Parking  Corporation Limited ("NPC") to the terms of a recommended cash
offer to acquire the entire issued share capital of NPC for 673 pence per share,
a total of approximate (pound)801 million (approximately $1.3 billion).  Payment
for the shares will be made in cash.

Cendant has received  irrevocable  undertakings to accept the offer with respect
to holdings  amounting to approximately 73 percent of NPC's issued share capital
and the directors of NPC intend  unanimously to recommend that NPC  shareholders
accept the offer. The offer is subject to customary  regulatory approvals and it
is  anticipated  that the  transaction  will close during the second  quarter of
1998.

NPC operates in two principal segments:  National Car Parks Limited ("NCP"), the
largest  private  (non-municipality  owned) car park  operator in the U.K.  with
approximately  500  locations,   and  Green  Flag  Group  Limited,  the  largest
for-profit roadside  assistance  organization with more than 3.5 million members
in the U.K.  It is  anticipated  that Robert D.  Mackenzie  will remain as Chief
Executive of NPC following its acquisition by Cendant.

Walter  A.  Forbes,  chairman,  and  Henry R.  Silverman,  president  and  chief
executive  officer  of  Cendant,  stated:  "NPC  perfectly  complements  many of
Cendant's  core   competencies,   while  at  the  same  time  strengthening  our
international  growth  opportunities.   Our  fuel  card,  fleet  management  and
membership  services units already have strong market positions in the U.K., and
NPC will enhance our positions.  In addition, the NPC franchise is a true brand,
with  approximately  500 parking  locations,  providing  us a platform to expand
throughout the United Kingdom, and eventually worldwide."

"Our  U.K.  units  will  benefit  from  opportunities  to  cross-market  to  the
approximately 70 million annual consumer contacts,  including 3 million frequent
users of NPC  facilities  and the 3.5 million  members of Green Flag, as well as
the  opportunity  to offer  parking  and  roadside  assistance  services  to our
millions of current U.K. customers.  Consistent with the strategy we employed in
the acuqisitions of Travelodge,  Coldwell Banker and Avis, after the acquisition
of NPC is completed we intend to minimize any hard asset exposure of NPC to
Cendant shareholders."

                                                    






Cendant  said it  expects  the  acquisition  to be  immediately  accretiv  t its
earnings per share. (1)

Stephen P. Holmes,  Cendant Vice Chairmn, to whom NPC will report, said: "During
the  past two  years,  NPC has  made  substantial  investments  to  improve  its
technological infrastructure and to enhance operating efficiencies. We expect to
reap the  benefits  in 1998,  1998 and in the  future.  We also look  forward to
implementing various cross-marketing  initiatives with customers of both ncp and
Green Flag."

NPC is the biggest private  (non-municipality owned) single car park operator in
the United  Kingdom,  with a portfolio of apxomiately  500 owned and managed car
parks in over 100  towns and city  centers  and major  airport  locations.  NPC,
through its acquisitions of National  Breakdown Limited and UK Insurance Limited
in 1984, has also develoepd a broad-based assistance group, under the brand name
of Green  Flag.  Green Flas offers  wide range of  emergency  support and rescue
services to apprxoimately 3.5 million members.

Cendant  Corp.,  is the  world's  premier  provider  of  consumer  and  business
services.  With a market capitalization in excess of $30 billion, it ranks among
the 100 largest U.S. corporations. Cendant operates in three principal segments:
Membership,  Travel and Real Estate Services.  In Membership  Services,  Cendant
provides access to travel,  shopping,  auto,  dining, and other services through
more than 66.5 million memberships worldwide. In Travel Services, Cendant is the
leading  franchisor  of hotels and rental car  agencies  worldwide,  the premier
provider of vacation  exchange  services and the second largest fleet management
company.  In Real Estate Services,  Cendant is the world's premier franchiser of
residential real estate brokerage offices, a major provider of mortgage services
to consumers and a global leader in corporate employee relocation. Headquartered
in  Stamford,  Conn.  and  Parsippany,  N.J.,  the  company has more than 34,000
employees,  operates in over 100 countries and makes  approximately  100 million
customer contacts annually.

In the U.K.,  Cendant's  PHH unit is the  market  leader in  vehicle  management
services,  managing  over 275,000  vehicles for  corporate  customers.  PHH also
provide accident management services for corporate fleet and claims handling for
major auto insurers.  PHH has an independent  vehicle-  related  network of over
12,000  outlets.  In  addition,  through  PHH's  AllStar  fuel card and Harpur's
Dialcard and Overdrive fuel cards, the company has nearly one million fuel cards
in use in the U.K.  alone.  These  cards are  accepted at  approximately  12,000
gasoline stations in the U.K. and enable corporate clients to manage and control
their fuel costs.

Cendant's  membership  services  division also markets a variety of  value-added
membership programs in Europe.  Since acquiring its European licensing rights in
1996, the Company has more than doubled its international membership every year.
Cendant currently serves four million  international members through partnership
agreements with fourteen major European banks.


                                                    




Cendant's RCI unit is the world's largest timeshare exchange company,  with more
than 2.4  million  member  families  worldwide  and  200,000 in the U.K.  alone.
Through RCI,  timeshare  owners can swap the weeks they own and spend a vacation
at one of over 3,200 timeshare properties in 89 countries worldwide.

(1) The Takeover Panel in the UK Requires Cendant to state that such enhancement
should not be  interpreted  to mean that earnings per share will  necessarily be
greater than that for the relevant preceding financial period.