Filed pursuant to Rule No. 424(b)(3)
                                                      File Number 333-59246



PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated July 25, 2001)


                               $1,479,258,000
                            CENDANT CORPORATION
 Zero Coupon Senior Convertible Contingent Debt Securities (CODES) due 2021
         and CD Common Stock Issuable Upon Conversion of the CODES


         This prospectus supplement supplements the prospectus dated July
25, 2001 of Cendant Corporation, as supplemented August 1, 2001, August 16,
2001, August 24, 2001 and September 25, 2001, relating to the sale by
certain of our securityholders (including their pledges, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests) of up to $1,479,258,000 aggregate principal
amount at maturity of CODES and the shares of CD common stock issuable upon
conversion of the CODES. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information
contained in the prospectus.

         The table of selling securityholders contained in the prospectus
is hereby amended to add the entities who are named below as selling
securityholders:




                                                            Aggregate                     Number of
                                                         Principal Amount                Shares of CD   Percentage of
                                                          at Maturity of  Percentage of  Common Stock    Shares of CD
                                                            CODES That        CODES        That May      Common Stock
Name                                                       May Be Sold     Outstanding    Be Sold(1)    Outstanding(2)

                                                                                                 
Advent Convertible Master Cayman L.P. ..................     $5,040,000         *           168,336           *
HFR Convertible Arbitrage Account ......................       $360,000         *            12,024           *
State of Maryland Retirement Agency.....................     $4,934,000         *           164,796           *



         Additionally, the following represents updated information
regarding the selling securityholders listed in the selling securityholder
table in the prospectus:





                                                             Aggregate                      Number of
                                                          Principal Amount                Shares of CD    Percentage of
                                                           at Maturity of  Percentage of  Common Stock    Shares of CD
                                                             CODES That        CODES        That May      Common Stock
Name                                                        May Be Sold     Outstanding    Be Sold(1)    Outstanding(2)

                                                                                                  
UBS AG London Branch.....................................   $147,157,000       9.95%         4,915,044          *



-----------

*        Less than one percent (1%).

(1)      Assumes conversion of all of the holder's CODES at a conversion
         rate of 33.40 shares of CD common stock per $1,000 principal
         amount at maturity of the CODES. This conversion rate is subject
         to adjustment, however, as described under "Description of the
         CODES"Conversion Rights". As a result, the number of shares of CD
         common stock issuable upon conversion of the CODES may increase or
         decrease in the future. Does not include shares of CD common stock
         that may be issued by us upon purchase of CODES by us at the
         option of the holder.

(2)      Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
         857,074,916 shares of CD common stock outstanding as of June 30,
         2001. In calculating this amount for each holder, we treated as
         outstanding the number of shares of CD common stock issuable upon
         conversion of all of that holder's CODES, but we did not assume
         conversion of any other holder's CODES. Does not include shares of
         CD common stock that may be issued by us upon purchase of CODES by
         us at the option of the holder.

         Investing in the CODES or shares of CD common stock involves risks
that are described in the "Risk Factors" section beginning on page 5 of the
prospectus.

         Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.

         The date of this prospectus supplement is October 5, 2001.