PROSPECTUS SUPPLEMENT NO. 12                Filed pursuant to Rule No. 424(b)(3)
(To Prospectus dated July 25, 2001)                          File No. 333-59246

                                $1,479,258,000
                              CENDANT CORPORATION
 Zero Coupon Senior Convertible Contingent Debt Securities (CODESSM) 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, September 25, 2001, October 5, 2001, November 6, 2001,
December 20, 2001, March 1, 2002, May 22, 2002, August 30, 2002 and December
11, 2002, relating to the sale by certain of our securityholders (including
their pledgees, 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 which 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(1)  Be Sold(2)    Outstanding(3)
- ----                                                       -----------    --------------  ----------    --------------
                                                                                 
DBAG London..........................................      $32,188,000        4.88%       1,075,079           *
NCMIC................................................         $400,000           *           13,360           *


         The following represents updated information regarding the selling
securityholders listed in the selling securityholders 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(1)  Be Sold(2)    Outstanding(3)
- ----                                                       -----------    --------------  ----------    --------------
Conseco Annuity Assurance-Multi Bucket Annuity
           Convertible Bond Fund.....................       $4,000,000          *          133,600            *



___________

*        Less than one percent (1%).

(1)      Calculated based on the $658,468,000 aggregate principal amount of the
         CODES outstanding as of March 6, 2003.

(2)      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.

(3)      Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
         1,030,114,542 shares of CD common stock outstanding as of January 31,
         2003. 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 March 7, 2003.