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                       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 28, 2000 (AUGUST 15, 2000)
               (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                                  Identification Number)
        organization)


    9 WEST 57TH STREET
       NEW YORK, NY                                               10019
   (Address of principal                                        (Zip Code)
    executive) office)



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



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



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ITEM 5.  OTHER EVENTS

         On August 15, 2000, Cendant Corporation (the "Registrant") announced
that the U.S. District Court in Newark, New Jersey approved as final the
previously announced class action litigation settlement with Cendant common
stockholders. A copy of the press release issued by the Registrant on August 15,
2000 announcing the final settlement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Not Applicable

         (b) Not Applicable

         (c) Exhibits:

             99.1  Press release issued by Cendant Corporation, dated
                   August 15, 2000.











                                    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/ James E. Buckman
                                                     --------------------
                                                     James E. Buckman
                                                     Vice Chairman
                                                     and General Counsel




Date: August 28, 2000













                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                 REPORT DATED AUGUST 28, 2000 (AUGUST 15, 2000)


                                  EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION
- -----------     -----------

99.1            Press Release: U.S. District Court Grants Final Approval of
                Previously Announced Cendant Class Action Litigation Settlement.









                                  EXHIBIT 99.1


                  U.S. DISTRICT COURT GRANTS FINAL APPROVAL OF
         PREVIOUSLY ANNOUNCED CENDANT CLASS ACTION LITIGATION SETTLEMENT

         NEW YORK, N.Y., AUGUST 15, 2000---Cendant Corporation (NYSE: CD) today
announced that the US District Court in Newark, New Jersey today approved as
final the previously announced class action litigation settlement with Cendant
common stockholders. The approval of the settlement is subject to appeal during
the next 30 days. No material objections were made with respect to the gross
amount of consideration to be paid by Cendant.

         Cendant Chairman, President and CEO, Henry R. Silverman stated: "We are
very pleased with the court's decision to approve our settlement agreement. We
are grateful to have closed this unfortunate chapter in our company's history."

         Cendant Corporation is a global provider of real estate, travel and
direct marketing related consumer and business services. The Company's core
competencies include building franchise systems, providing outsourcing solutions
and direct marketing. As a franchiser, Cendant is among the world's leading
franchisers of real estate brokerage offices, hotels, rental car agencies, and
tax preparation services. The Company's real estate-related operations also
include Move.com Group, Cendant's relocation, real estate and home-related
services portal on the Internet. As a provider of outsourcing solutions, Cendant
is a major provider of mortgage services to consumers, the global leader in
employee relocation, and the world's largest vacation exchange service. In
direct marketing, Cendant provides access to insurance, travel, shopping, auto,
and other services primarily to customers of its affinity partners. In addition,
Cendant Internet Group is pursuing a convergence strategy for the Company's
off-line and online businesses. Other business units include NCP, the UK's
largest private car park operator, and WizCom, an information technology
services provider. Headquartered in New York, NY, the Company has approximately
28,000 employees and operates in over 100 countries.

         More information about Cendant, its companies, brands and current SEC
filings may be obtained by calling 877-4INFO-CD (877-446-3623) or by visiting
the Company's Web site at www.Cendant.com.


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