8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    Form 8-K
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                          May 2, 2001 (April 30, 2001)
               (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)

      9 West 57th Street                                          10019
         New York, NY                                           (Zip Code)
(Address of principal executive)

                                 (212) 413-1800
              (Registrant's telephone number, including area code)

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



Item 5. Other Events

      Except as expressly indicated or unless the context otherwise requires,
"Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
Corporation, and its subsidiaries.

      On April 30, 2001, we announced the sale of $800 million of zero-coupon
zero-yield convertible senior notes due 2021 in a private offering. The initial
purchaser also will have a thirty day option to purchase up to an additional
$200 million of notes to cover over-allotments. In connection with such
offering, we raised our projected adjusted earnings per share from continuing
operations for 2001 to $1.01 from $1.00, with the benefit coming in the second
half of the year. Copies of the press releases are attached hereto as Exhibits
99.1 and 99.2, respectively, and are incorporated herein by reference in their
entirety.


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                                    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/ Eric J. Bock
                                            ------------------------------------
                                                Eric J. Bock
                                                Senior Vice President, Law
                                                and Secretary

Date: May 2, 2001


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                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                    Report Dated May 2, 2001 (April 30, 2001)

                                  EXHIBIT INDEX

Exhibit No.     Description
- -----------     -----------

99.1            Press Release, dated April 30, 2001

99.2            Press Release, dated April 30, 2001, Cendant Prices Offering of
                Senior Zero-Coupon Zero-Yield Convertible Notes

EX-99.1

EXHIBIT 99.1

                 CENDANT RAISES $750 MILLION THROUGH OFFERING OF
                 SENIOR ZERO-COUPON ZERO-YIELD CONVERTIBLE NOTES

         COMPANY RAISES 2001 ADJUSTED EPS PROJECTION TO $1.01 FROM $1.00

                 FOURTH TIME COMPANY HAS INCREASED 2001 OUTLOOK

New York, NY, April 30, 2001 - Cendant Corporation (NYSE: CD) today announced
that it has agreed to sell $750 million of zero-coupon zero-yield convertible
senior notes due 2021 in a private offering resulting in proceeds of
approximately $750 million. The initial purchaser will also have a 30-day option
to purchase up to an additional $150 million of notes to cover over-allotments.

The Company also announced that this offering is expected to be accretive to
earnings per share in 2001. In addition, the Company's business units continue
to perform at or ahead of expectations. Accordingly, the Company has raised its
projected adjusted earnings per share from continuing operations for 2001 to
$1.01 from $1.00, with the benefit coming in the second half of the year. This
represents the fourth time this year that Cendant has raised its adjusted
earnings per share projection for 2001.

The notes have not been registered under United States securities laws and may
not be offered or sold in the United States except to qualified institutional
buyers. The offering is scheduled to close on May 3, 2001. Cendant will use the
proceeds from the offering for general corporate purposes.

Cendant Corporation is a diversified global provider of business and consumer
services primarily within the real estate and travel sectors. The Company's
fee-for-service businesses include hotel, real estate and tax preparation
franchising; rental cars, fleet leasing and fuel cards; mortgage origination and
employee relocation; customer loyalty programs; vacation exchange and rental
services and vacation interval sales. Other business units include the UK's
largest private car park operator and electronic reservations processing for the
travel industry. With headquarters in New York City, the Company has
approximately 60,000 employees and operates in over 100 countries.

Statements about future results made in this release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations and the current
economic environment. The Company cautions that these statements are not
guarantees of future performance. Actual results may differ materially from
those expressed or implied in the forward-looking statements. Important
assumptions and other important factors that could cause actual results to
differ



materially from those in the forward-looking statements are specified in the
Company's Form 10-K for the year ended December 31, 2000.

Such forward-looking statements include projections. Such projections were not
prepared in accordance with published guidelines of the American Institute of
Certified Public Accountants or the SEC regarding projections and forecasts, nor
have such projections been audited, examined or otherwise reviewed by
independent auditors of Cendant or its affiliates.

In addition, such projections are based upon many estimates and are inherently
subject to significant economic and competitive uncertainties and contingencies,
many of which are beyond the control of management of Cendant and its
affiliates. Certain of such uncertainties and contingencies are specified in
Cendant's Form 10-K for the year ended December 31, 2000.

Accordingly, actual results may be materially higher or lower than those
projected. The inclusion of such projections herein should not be regarded as a
representation by Cendant or its affiliates that the projections will prove to
be correct.

Media Contact:                  Investor Contacts:
Elliot Bloom                    Denise Gillen                Sam Levenson
212-413-1832                    212-413-1833                 212-413-1834

EX-99.2

EXHIBIT 99.2

                           CENDANT PRICES OFFERING OF
                 SENIOR ZERO-COUPON ZERO-YIELD CONVERTIBLE NOTES

New York, NY, April 30, 2001 - Cendant Corporation (NYSE: CD) today announced
that it has agreed to sell $800 million of zero-coupon zero-yield convertible
senior notes due 2021 in a private offering resulting in gross proceeds of
approximately $800 million. The initial purchaser will also have a 30-day option
to purchase up to an additional $200 million of notes to cover over-allotments.

The notes will be convertible into shares of Cendant common stock at a price per
share of $25.59 if the closing price of Cendant's common shares on the New York
Stock Exchange exceeds specified levels or in certain other circumstances. The
conversion price represents a 41% conversion premium on the April 27, 2001 New
York Stock Exchange closing price of $18.15 for Cendant common shares. At the
time of conversion, each $1,000 principal amount at maturity note will be
convertible into 39.0755 shares of Cendant common stock. The notes will not be
redeemable by Cendant prior to May 2004. Cendant may be required to repurchase
notes, at the option of the holders, at certain specified times prior to 2021
but not prior to May 2002.

The notes have not been registered under United States securities laws and may
not be offered or sold in the United States except to qualified institutional
buyers. The offering is scheduled to close on May 4, 2001. Cendant will use the
proceeds from the offering for general corporate purposes.

Cendant Corporation is a diversified global provider of business and consumer
services primarily within the real estate and travel sectors. The Company's
fee-for-service businesses include hotel, real estate and tax preparation
franchising; rental cars, fleet leasing and fuel cards; mortgage origination and
employee relocation; customer loyalty programs; vacation exchange and rental
services and vacation interval sales. Other business units include the UK's
largest private car park operator and electronic reservations processing for the
travel industry. With headquarters in New York City, the Company has
approximately 60,000 employees and operates in over 100 countries.

Media Contact:                      Investor Contacts:
Elliot Bloom                        Denise Gillen              Sam Levenson
212-413-1832                        212-413-1833               212-413-1834