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

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


                         April 17, 1998 (April 9, 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

Restatement of Earnings.  On April 15, 1998, Cendant Corporation (the "Company")
announced that in the course of  transferring  responsibility  for the Company's
accounting  functions from former CUC International Inc. personnel to former HFS
Incorporated  accounting  personnel  and  preparing  for the  reporting of first
quarter 1998 results, it has discovered potential  accounting  irregularities in
certain  former CUC  business  units  which are part of the  Company's  Alliance
Marketing division (formerly the Membership segment).  Accordingly,  the Company
expects to restate  annual and  quarterly  net income and earnings per share for
1997 and may restate  certain other previous  periods  related to the former CUC
businesses.

Based on presently available information, the effect on 1997 results is expected
to be a reduction to net income prior to  restructuring  and unusual  charges of
approximately  $100 to $115  million  and  earnings  per share by about 11 to 13
cents,  respectively.  In 1997, the Company had  previously  reported net income
prior to  restructuring  and unusual  charges of $872  million and  earnings per
share of $1.00.

The  potential  accounting  irregularities  are  limited to  certain  former CUC
businesses,  which accounted for less than one third of the Company's net income
in 1997. All of the Company's  current  businesses  continue to perform strongly
and the Company's  anticipated  percentage  growth of earnings per share in 1998
over restated 1997 appear achievable.  The Company expects to meet or exceed the
currently  forecasted Wall Street  consensus  estimate of 25 cents per share for
the quarter of 1998.  However,  since 1997 earnings per share will be reduced by
about 11 to 13 cents,  the  Company  anticipates  that 1998  full-year  earnings
expectations  will be reduced  from  current  levels by  approximately  the same
amount.

Resignations.  On April 9, 1998, the Company announced that Kirk Shelton, one of
six vice chairmen of the Company,  Amy N. Lipton,  executive  vice president and
deputy general  counsel and Cosmo  Corigliano,  executive vice  president,  will
resign from the Company to pursue other interests.

Termination  of  Executive.  On April  17,  1998,  the  Company  terminated  the
employment of Cosmo Corigliano, executive vice president of the Company.

The Company  further  announced  that John  Fullmer,  Cendant's  executive  vice
president and chief marketing officer, Tony Menchaca, president of the Company's
Comp-U-Card Division, have been named co-chairman and co-chief executives of the
Company's newly named Alliance  Marketing Division and will succeed Mr. Shelton.
In addition,  John W. Chidsey,  currently  executive  vice president of business
development,  has been  named  president  and chief  operating  officer  of this
division.  These changes have been  initiated and jointly  endorsed by Walter A.
Forbes, Chairman and Henry R. Silverman,  President and CEO to ensure the stable
management base which is currently functioning well.

The  information  set forth in the press  releases  attached  hereto as Exhibits
99.1, 99.2 and 99.3 are incorporated herein by reference in their entirety.







Item 7.   Exhibits

Exhibit
   No.    Description

99.1      Press Release: Cendant Confirms Report that Shelton, Lipton and 
          Corigliano to Resign, dated April 9, 1998.

99.2      Press Release: Cendant Corporation to Restate Earnings, dated April 
          15, 1998.

99.3      Press Release: Cendant Terminated Executive, dated April 17, 1998.






                                    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
                                          Senior Executive Vice President
                                          and General Counsel


Date: April 17, 1998
































                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                   Report Dated April 17, 1998 (April 9, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

99.1              Press Release: Cendant Confirms Report that Shelton, Lipton
                  and Corigliano to Resign, dated April 9, 1998.

99.2              Press Release: Cendant Corporation to Restate Earnings, dated
                  April 15, 1998.

99.3              Press Release: Cendant Terminated Executive, dated April 17,
                  1998.







EXHIBIT 99.1

Cendant Confirms Report that Shelton, Lipton and Corigliano to Resign

PARSIPPANY,  N.J. and STAMFORD,  Conn.,  April 9 -- Cendant  Corporation  (NYSE:
CD- news) confirmed a Dow Jones report that Kirk Shelton,  one
of six vice chairmen of Cendant; Amy Lipton, executive vice president and deputy
general counsel;  and Cosmo  Corigliano,  executive vice president,  will resign
from the company to pursue other interests.

The company  further  announced  that John  Fullmer,  Cendant's  executive  vice
president and chief marketing officer, and Tony Menchaca, president of Cendant's
Comp-U-Card  Division,  have been named  co-chairman and co-chief  executives of
Cendant's newly named Alliance  Marketing Division and will succeed Mr. Shelton.
In addition,  John W. Chidsey,  currently  executive  vice president of business
development,  has been  named  president  and chief  operating  officer  of this
division.  These changes have been  initiated and jointly  endorsed by Walter A.
Forbes, Chairman and Henry R. Silverman,  President and CEO to ensure the stable
management base which is currently functioning well.

Mr.  Forbes and Mr.  Silverman  said:  "We thank  Kirk,  Cosmo and Amy for their
service.  These types of management  changes are  inevitable  when any two large
companies merge."

In response to market rumors, Mr. Forbes and Mr. Silverman stated that they will
remain with the company in their respective positions.

Cendant  expects to report first quarter 1998 earnings on May 5th and expects to
meet or exceed current Street estimates.

"Our  fundamentals  remain extremely strong. We continue to be excited about our
businesses," stated Mr. Forbes and Mr. Silverman.

Cendant is the world's premier provider of consumer and business services.  With
a market  capitalization  of approximately  $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 largest franchisor 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,  CT and  Parsippany,  NJ,  Cendant has more than 34,000  employees,
operates in over 100  countries  and makes  approximately  100 million  customer
contacts annually.








EXHIBIT 99.2

CENDANT CORPORATION TO RESTATE EARNINGS

Stamford,  CT and Parsippany,  NJ, April 15, 1998 - Cendant  Corporation  (NYSE:
CD)  today  reported  that,  in  the  course  of  transferring
responsibility   for  the   Company's   accounting   functions  from former  CUC
International Inc. personnel to former HFS Incorporated accounting personnel and
preparing for the reporting of first  quarter 1998  results,  it has  discovered
potential  accounting  irregularities in certain former CUC business units which
are part of Cendant's  Alliance  Marketing  division  (formerly  the  Membership
segment).  Accordingly,  Cendant said it expects to restate annual and quarterly
net  income  and  earnings  per share  for 1997 and may  restate  certain  other
previous periods related to the former CUC businesses.

Based on presently available information, the effect on 1997 results is expected
to be a reduction to net income prior to  restructuring  and unusual  charges of
approximately  $100 to $115  million  and  earnings  per share by about 11 to 13
cents,  respectively.  In 1997, the Company had  previously  reported net income
prior to  restructuring  and unusual  charges of $872  million and  earnings per
share of $1.00.

Cendant said that the potential accounting irregularities are limited to certain
former CUC businesses,  which accounted for less than one third in Cendant's net
income in 1997. it said all its current businesses  continue to perform strongly
and that its  anticipated  percentage  growth of earnings per share in 1998 over
restated  1997  appeared  achievable.  Cendant  expects  to meet or  exceed  the
currently  forecasted Wall Street  consensus  estimate of 25 cents per share for
the quarter of 1998.  However,  since 1997 earnings per share will be reduced by
about 11 to 13 cents,  the  Company  anticipates  that 1998  full-year  earnings
expectations  will be reduced  from  current  levels by  approximately  the same
amount.

Henry R.  Silverman,  President  and CEO,  said:  "Cendant  remains a strong and
highly liquid  company.  Our businesses are very healthy and growing,  but we're
growing off a lower base than we had been  previously  led to believe by certain
members of the former CUC management."

The Company also stated it remains  committed to  completion  of the  previously
announced American Bankers, National Parking Corporation and Providian Insurance
transactions.

The Company said that upon discovering the potential accounting  irregularities,
it, together with its counsel, Skadden, Arps, Slate Meagher & Flom LLP, assisted
by auditors,  immediately began an intensive  investigation.  As a result of the
discovery  and  information  developed  to date,  Cendant  has taken a number of
actions:

o    It has informed the appropriate regulatory authorities;

o    The Audit  Committee of the Board of Directors  has engaged  Willkie Farr &
     Gallagher as special  legal  counsel,  and Willkie Farr has engaged  Arthur
     Andersen LLP to perform an independent investigation;






o    The Company has  assigned all  accounting,  finance,  financial  reporting,
     budget, systems and control functions to the former HFS finance staff; and

o    The  Company  has asked  counsel  to  explore  litigation  against  certain
     officers of the former CUC as well as other potential defendants.

In  addition,  the Company will take  appropriate  action,  including  immediate
terminations,   with  respect  to  those   individuals  whom  the  investigation
establishes have had any involvement in or knowledge of the potential accounting
irregularities.  The Company expects that the  investigation its Audit Committee
has commenced will establish the identity of such individuals.

Silverman  said:  "We're outraged by the actions of a small number of former CUC
employees  who betrayed the trust that was placed in them by the Company and our
fellow  shareholders.  We are taking  the  appropriate  steps to  address  those
actions.  The Company will continue to pursue  aggressively  the independent and
internal investigations that are underway and will take whatever further actions
are necessary based on the results of that comprehensive inquiry."

The Company  said it would not comment  further on this matter until the ongoing
investigation  has  been  completed  and  the  results  presented  to its  Audit
Committee and Board of Directors.

In  accordance  with  SAS No.  1,  the  Company's  previously  issued  financial
statements and auditors'  reports should not be relied upon.  Revised  financial
statements  and  auditors'  reports  will  be  issued  upon  completion  of  the
investigation.

Cendant is the  world's  premier  provider of consumer  and  business  services.
Cendant operates in three principal  segments:  Alliance  Marketing,  Travel and
Real Estate Services. In Alliance Marketing,  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 largest  franchisor 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, CT
and Parsippany, NJ, Cendant has more than 34,000 employees, operates in over 100
countries and makes approximately 100 million customer contacts annually.

Certain matters discussed in the news release are forward-looking statements, as
defined  in  the  Private  Securities   Litigation  Reform  Act  of  1995.  Such
forward-looking  statements  are subject to a number of known and unknown  risks
and  uncertainties  including,  but not  limited  to,  the  outcome of the Audit
Committee's investigation; uncertainty as to the Company's future profitability;
the Company's ability to develop and implement operational and financial systems
to manage rapidly growing operations;  competition in the Company's existing and
potential  future  lines of business;  the  Company's  ability to integrate  and
operate successfully acquired businesses





and the risks associated with such businesses;  the Company's  ability to obtain
financing on acceptable  terms to finance the Company's  growth strategy and for
the Company to operate within the limitations imposed by financing arrangements;
uncertainty as to the future  profitability  of acquired  businesses;  and other
factors.  Other factors and assumptions not identified  above were also involved
in the derivation of these forward-looking  statements,  and the failure of such
other  assumptions to be realized as well as other factors may also cause actual
results  to differ  materially  from those  projected.  The  Company  assumes no
obligation  to update  these  forward-  looking  statements  to  reflect  actual
results,  changes in  assumptions  or changes in other  factors  affecting  such
forward-looking statements.


CENDANT TERMINATES EXECUTIVE


Stamford, Conn. and Parsippany, N.J.--(BUSINESS WIRE)-- April 17, 1998-- Cendant
Corporation (NYSE: (CD) announced today that it has terminated the employment
of Cosmo Corigliano executive vice president of the company.

Mr. Corigliano had been executive vice president and chief financial officer of
CUC International Inc. prior to its merger with HFS Incorporated on December 17,
1997 forming Cendant.

The Company said that the independent investigation by the Audit Committee of
its Board of Directors, assisted by independent legal and auditing firms, is
continuing.

Cendant is the  world's  premier  provider of consumer  and  business  services.
Cendant operates in three principal  segments:  Alliance  Marketing,  Travel and
Real Estate Services. In Alliance Marketing,  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 largest  franchisor 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, CT
and Parsippany, NJ, Cendant has more than 34,000 employees, operates in over 100
countries and makes approximately 100 million customer contacts annually.