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

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


                          May 5, 1998 (April 17, 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 2.           Acquisition or Disposition of Assets

National  Parking  Corporation  Acquisition.  On April  27,  1998,  the  Company
announced  that it has completed its $1.3 billion cash  acquisition  of National
Parking  Corporation  Limited  ("NPC")  following the receipt of NPC shareholder
approval,   all  necessary  regulatory  approvals  and  sufficient   shareholder
acceptances of its offer.  NPC is the largest private  (non-municipality  owned)
single  car  park  operator  in  the  United   Kingdom,   with  a  portfolio  of
approximately 500 owned and managed car parks in over 100 towns and city centers
and major airport locations. NPC, through its acquisitions of National Breakdown
Limited and UK  Insurance  Limited in 1984,  has also  developed  a  broad-based
assistance  group,  under the brand name of Green Flag. Green Flag offers a wide
range of  emergency  support and rescue  services to  approximately  3.5 million
members.  The  information  set forth in the press  release  attached  hereto as
Exhibit 99.1 is incorporated herein by reference in its entirety.

Item 5.           Other

Earnings  Announced.  On May 5, 1998,  Cendant  Corporation  (the  "Company"  or
"Cendant")  reported  preliminary  first quarter 1998 earnings per share of $.26
which exceeded Wall Street analysts'  consensus  estimate of $.25 per share. The
Company's  travel and real estate  business  segments  performed at record first
quarter levels in terms of revenue, EBITDA and operating income.

The results of the previously announced  investigation by the Audit Committee of
Cendant's Board of Directors into potential accounting irregularities in certain
former CUC  business  units may impact  these  preliminary  first  quarter  1998
results as well as require a restatement  of previously  reported  quarterly and
annual results.  Such  restatement is expected to be completed during the summer
of 1998.  Additionally,  following  completion of the restatement and receipt of
required  shareholder  and insurance  regulatory  approvals,  Cendant expects to
complete  its  previously  announced  tender  offer and  subsequent  merger with
American Bankers Insurance Group, Inc.

Net income and  revenue for the first  quarter of 1998 were  $229.5  million and
$1.44 billion,  respectively.  First Quarter 1998 EBTIDA,  operating  income and
EBITDA margins were $470.4 million,  $391.1 million and 33%, respectively.  Free
cash flow per share was $.27. These results  represent record levels for a first
quarter,  even when compared to the publicly filed  quarterly  results which may
require   restatement   due  to  previously   announced   potential   accounting
irregularities.  These  results  have been  characterized  as  preliminary,  and
comparative results for 1997 for the entire Company have not been presented.

More than eighty  percent of the  Company's  net income for the first quarter of
1998 came from Cendant  business units not impacted by the potential  accounting
irregularities.  Net income for those  businesses  unaffected was $189.1 million
for the first quarter of 1998 compared with $91.1 million for the same period in
the prior  year,  an increase of 108%.  Revenue  for those same  businesses  was
$699.6  million  compared  with $520.0  million for the same period in the prior
year, an increase of 35%. A separate  table is attached which  summarizes  those
businesses.

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.

Annual  Meeting  Postponed.  On May 5, 1998,  the Company  announced that it has
postponed its 1998 annual meeting of  shareholders,  previously  scheduled to be
held on May 19, 1998, pending  completion of restated  financial  statements for
1997. The Company expects to reschedule the meeting for the autumn of 1998.

New Term Loan  Facility  Commitment.  On May 4, 1998,  the Company and The Chase
Manhattan Bank ("Chase")  executed a commitment  letter in which Chase committed
to provide a $2 billion term loan  facility to the Company.  Such  commitment is
subject  to  certain   conditions,   including   the   execution  of  definitive
documentation.

Update to Shareholders.  On April 27, 1998, the Company reported to shareholders
the actions that have been taken by the Company since the discovery of potential
accounting irregularities in certain former CUC businesses.

Availability of Credit Facilities.  On April 17, 1998, the Company reported that
Chase,  the  administrative  agent  under its  committed  bank  facilities,  had
received waivers from the Company's syndicate banks relating to its $2.0 billion
of committed bank facilities.  These waivers were technically necessary in light
of the  Company's  April  15  announcement  that,  as a result  of its  expected
restatement of past earnings,  it must prepare revised financial  statements.  A
copy of the Amendment  and Waiver dated as of April 15, 1998 is attached  hereto
as Exhibit 99.2 and is incorporated herein by reference in its entirety.

The  information  set forth in the press  releases  attached  hereto as Exhibits
99.3 and 99.4 are incorporated herein by reference in their entirety.



Item 7.   Exhibits

Exhibit
No.               Description

99.1              Press Release: Cendant Corporation Completes $1.3 Billion
                  Acquisition of National Parking Corporation, dated April 27,
                  1998

99.2              Amendment  and Waiver dated April 15,  1998,  to the Five Year
                  Competitive  Advance and  Revolving  Credit  Agreement and the
                  364-Day  Competitive  Advance and Revolving Credit  Agreement,
                  both of which is dated  October  2, 1996 by and among  Cendant
                  Corporation,  the financial institutions thereto and The Chase
                  Manhattan Bank.

99.3              Press Release:  Bank Confirms Availability of Cendant's $3.5
                  Billion Credit Lines, dated April 17, 1998.

99.4              Shareholders' Letter, dated April 27, 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: May 5, 1998
































                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                  Report Dated May 5, 1998 (April 17, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

99.1              Press Release: Cendant Corporation Completes $1.3 Billion
                  Acquisition of National Parking Corporation, dated April 27,
                  1998.

99.2              Amendment  and Waiver dated April 15,  1998,  to the Five Year
                  Competitive  Advance and  Revolving  Credit  Agreement and the
                  364-Day  Competitive  Advance and Revolving Credit  Agreement,
                  both of which is dated  October  2, 1996 by and among  Cendant
                  Corporation,  the financial institutions thereto and The Chase
                  Manhattan Bank.

99.3              Press Release:  Bank Confirms Availability of Cendant's $3.5 
                  Billion Credit Lines, dated  April 17, 1998.

99.4              Shareholders' Letter, dated April 27, 1998.









             CENDANT CORPORATION COMPLETES $1.3 BILLION ACQUISITION
                         OF NATIONAL PARKING CORPORATION


Stamford,  CT and Parsippany,  NJ, April 27, 1998 -- Cendant  Corporation (NYSE:
CD) announced  today that it has completed its $1.3 billion cash  acquisition of
National Parking  Corporation  Limited  following the receipt of NPC shareholder
approval,   all  necessary  regulatory  approvals  and  sufficient   shareholder
acceptances of its offer.

Walter A. Forbes, Chairman and Henry R. Silverman, President and Chief Executive
Officer  of  Cendant,  stated:  "We are  very  pleased  to have  completed  this
transaction.  NPC perfectly  complements  many of Cendant's  core  competencies,
while  immediately   contributing  to  earnings  per  share  and  enhancing  our
international  growth  opportunities.  We are delighted  with the  relationships
which  have  been   established   among  NPC,  Green  Flag,  PHH,  RCI  and  our
international  membership  business.  Our U.K.  units will now begin to reap the
benefits from  opportunities  to cross-market to NPC's  approximately 70 million
annual consumer  contacts,  including 3 million frequent users of NPC facilities
and the 3.5 million  members of Green Flag, as well as the  opportunity to offer
parking  and  roadside  assistance  services  to our  millions  of current  U.K.
customers."

Robert D. Mackenzie,  Chief Executive  Officer of NPC, has also become a Cendant
senior  executive  and will play larger role in  Cendant's  expansion in Europe,
together with John Cullum,  President of PHH Europe.  Mr.  Mackenzie said, "I am
very impressed with Cendant's capabilities, particularly their rigorous approach
to achieving  actual  synergies  among business  units.  Their fuel card,  fleet
management and membership services units already have strong market positions in
the  U.K.,  and the  combination  of these  units  with NPC  provides  excellent
opportunities  to  leverage  our  customer  base  for  even  greater   expansion
throughout the U.K. and internationally."

NPC is the largest private  (non-municipality owned) single car park operator in
the United Kingdom,  with a portfolio of approximately 500 owned and managed car
parks in over 100  towns and city  centers  and major  airport  locations.  NPC,
through its acquisitions of National  Breakdown Limited and UK Insurance Limited
in 1984, has also developed a broad-based assistance group, under the brand name
of Green Flag.  Green Flag offers a wide range of  emergency  support and rescue
services to approximately 3.5 million members.

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, the company has more than 34,000 employees, operates in over
100 countries and makes approximately 100 million customer contacts annually.










     AMENDMENT  AND WAIVER (this  "Waiver"),  dated as of April 15, 1998, to the
FIVE YEAR  COMPETITIVE  ADVANCE AND REVOLVING  CREDIT  AGREEMENT and the 364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, each of which is dated as of
October 2, 1996 (as each of the same may be amended,  supplemented  or otherwise
modified  from time to time,  the  "Credit  Agreement"),  by and  among  CENDANT
CORPORATION a Delaware corporation (the "Borrower"),  the financial institutions
parties  thereto  (the  "Lenders"),  and THE CHASE  MANHATTAN  BANK,  a New York
banking  corporation,   as  agent  for  the  Lenders  (in  such  capacity,   the
"Administrative Agent").

                                   WITNESSETH:

     WHEREAS, the Borrower has requested the Lenders to amend and waiver certain
provisions  of the Credit  Agreements  upon the terms and  conditions  set forth
herein;

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained herein, the undersigned hereby agree as follows:

     1. Defined  Terms.  Terms defined in the Credit  Agreements and used herein
shall have the meanings given to them in the Credit Agreements.

     2.  Amendment  and  Waivers.  (a) The  Required  Lenders  under each Credit
Agreement hereby waive compliance by the Borrower with the provisions of Section
4.2(b) of the Credit  Agreements  for the period prior to the Effective Date (as
defined below) to the extent such Section  4.2(b) refers to paragraphs  (ii) and
(iii) of Section  3.4 of the  Credit  Agreements  and agree that  failure of the
representations  in  paragraphs  (ii) and  (iii) of  Section  3.4 of the  Credit
Agreements  to be correct will not  constitute a Default or an Event of Default.
On and after the Effective Date  paragraphs (ii) and (iii) of Section 3.4 of the
Credit Agreements shall be deleted.

     (b)  The  Required   Lenders  under  each  Credit  Agreement  hereby  waive
compliance by the Borrower with the provisions of Section  5.1(a),  (b), (c) and
(h) of the Credit Agreements with respect to the financial statements, officer's
certificates and accountant's certificate required to be delivered in respect to
the fiscal year ending  December  31, 1997 and fiscal  quarter  ending March 31,
1998 as long a such financial  statements and  certificates  are delivered on or
prior to June 15, 1998.  The Required  Lenders agree that the failure to deliver
such  financial  statements  and  certificates  prior to June 15, 1998 shall not
constitute a Default or Event of Default.

     (c)  The  Required   Lenders  under  each  Credit  Agreement  hereby  waive
compliance  by the Borrower  with the  provisions  of Sections 5.6 of the Credit
Agreements with respect to the matters disclosed in the Borrower's press release
dated April 15, 1998.

     3.  Effective  Date.  This Waiver shall  become  effective on the date (the
"Effective  Date")  on which  the  Borrower,  the  Administrative  Agent and the
Required  Lenders  under each  Credit  Agreement  shall have duly  executed  and
delivered to the Administrative Agent this Waiver.

     4. No Other  Amendments;  Confirmation.  Except  as  expressly  waived  and
amended  hereby,  the  provisions  of  the  Credit  Agreement  and  each  of the
Fundamental Documents are and shall remain in full force and effect.







     5. Governing Law. This Waiver and the rights and obligations of the parties
hereto shall be governed by, and construed and  interpreted in accordance  with,
the laws of the State of New York.

     6. Counterparts.  This Waiver may be executed by one or more of the parties
hereto on any  number of  separate  counterparts,  and all of said  counterparts
taken together shall be deemed to constitute one and the same  instrument.  This
Waiver may be  delivered  by facsimile  transmission  of the relevant  signature
pages hereof.

     IN WITNESS WHEREOF,  the undersigned have caused this Waiver to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.

                               CENDANT CORPORATION


                               By: /s/ Terry E. Kridler
                               Name: Terry E. Kridler
                               Title: Senior Vice President and Treasurer


                               THE CHASE MANHATTAN BANK, as
                               Administrative Agent and as a Lender


                               By: /s/ Carol A. Ulmer
                               Name: Carol A. Ulmer
                               Title: Vice President









                       ABN-AMRO BANK N.V. NEW YORK BRANCH

                       By: /s/ Diane R. Maurice
                           Name: Diane R. Maurice
                           Title: Vice President


                       By: /s/ William J. Van Nostrand
                           Name: William J. Van Nostrand
                           Title: Group Vice President and Director


                       BANK OF AMERICA NT&SA

                       By: /s/ S. Aronwitz
                           Name: S. Aronwitz
                           Title: MD


                       BANK OF MONTREAL

                       By: 
                           Name:
                           Title:


                       THE BANK OF NEW YORK

                       By: /s/ Eliza S. Adams
                           Name: Eliza S. Adams
                           Title: Vice President


                       THE BANK OF NOVA SCOTIA

                       By: /s/ S. Lockhart
                           Name: S. Lockhart
                           Title: VP


                       BANK OF TOKYO-MITSUBISHI TRUST
                       COMPANY

                       By: /s/ Michael C. Irwin
                           Name: Michael C. Irwin
                           Title: Vice President






                             BANQUE PARIBAS

                             By: /s/ Duane Helkowski
                                 Name: Duane Helkowski
                                 Title: Vice President


                             By: /s/ Robert G. Carino
                                 Name: Robert G. Carino
                                 Title: Vice President


                             BAYERISCHE LANDESBANK
                             GIROZENTRALE
                             CAYMAN ISLANDS BRANCH

                             By: /s/ Alex Kohnert
                                 Name: Alex Kohnert
                                 Title: Vice President


                             By: /s/ Sean O'Sullivan
                                 Name: Sean O'Sullivan
                                 Title: Vice President


                             BAYERISCHE VEREINSBANK AG, NEW
                             YORK BRANCH

                             By: /s/ Marianne Weinzinger
                                 Name: Marianne Weinzinger
                                 Title: Vice President


                             By: /s/ Pamela J. Gillons
                                 Name: Pamela J. Gillons
                                 Title: Assistant Treasurer


                             CIBC INC

                             By: /s/ Christopher P. Kleczkowski
                                 Name: Christopher P. Kleczkowski
                                 Title: Executive Director, CIBC
                                 Oppenheimer Corp., as agent






                             CITIBANK, N.A.

                             By: /s/ Larry Farley
                                 Name: Larry Farley
                                 Title: Vice President


                             COMERICA BANK

                             By: /s/ Kimberly S. Kersten
                                 Name: Kimberly S. Kersten
                                 Title: Vice President


                             CREDIT LYONNAIS NEW YORK BRANCH

                             By: /s/ Vladimer Labon
                                 Name: Vladimer Labon
                                 Title: First Vice President-Manager


                             CREDIT SUISSE FIRST BOSTON

                              By: /s/ Robert N. Finney
                                  Name: Robert N. Finney
                                  Title: Managing Director


                              By: /s/ Thomas G. Mudio
                                  Name: Thomas G. Mudio
                                  Title: Vice President


                              DG BANK DEUTSCHE
                              GENOSSENSCHAFTSBANK,
                              CAYMAN ISLAND BRANCH

                              By: /s/ Stefanie Gaensslen
                                  Name: Stefanie Gaensslen
                                  Title: Asst. Vice President









                          FIRST AMERICAN NATIONAL BANK

                          By: /s/ Scott M. Bane
                               Name: Scott M. Bane
                               Title: Senior Vice President


                          FIRST HAWAIIAN BANK

                          By: /s/ Scott R. Nahme
                              Name: Scott R. Nahme
                              Title: Vice President


                          FIRST NATIONAL BANK OF BOSTON

                          By: /s/ Carlton F. Williams
                              Name: Carlton F. Williams
                              Title: Director


                          FIRST NATIONAL BANK OF CHICAGO

                          By: /s/ Kyle G. Freimuth
                              Name: Kyle G. Freimuth
                              Title: Asst. Vice President


                          FIRST NATIONAL BANK OF MARYLAND

                          By: /s/ Susan Elliott Benninghoff
                              Name: Susan Elliott Benninghoff
                              Title: Vice President


                          FIRST UNION NATIONAL BANK

                          By: /s/ Reyno A. Giallongo, Jr.
                              Name: Reyno A. Giallongo, Jr.
                              Title: S.V.P.









                            FLEET NATIONAL BANK

                            By: /s/ Marlene R. Haddad
                                Name: Marlene R. Haddad
                                Title: Vice President


                            THE FUJI BANK, LIMITED
                            NEW YORK BRANCH

                            By: /s/ Raymond Ventura
                                Name: Raymond Ventura
                                Title: Vice President & Manager


                            THE INDUSTRIAL BANK OF JAPAN
                            LIMITED
                            NEW YORK BRANCH

                            By: /s/ Jeffrey Cole
                                Name: Jeffrey Cole
                                Title: Senior Vice President


                            MELLON BANK, N.A.

                            By: 
                                Name:
                                Title:


                            MORGAN GUARANTY TRUST COMPANY
                            OF NEW YORK

                            By: /s/ Claire E. Aldrich
                                Name: Claire E. Aldrich
                                Title: Vice President


                            NATIONSBANK, N.A.

                            By: /s/ Eileen C. Higgins
                                Name: Eileen C. Higgins
                                Title: Vice President






                           THE NORTHERN TRUST COMPANY

                           By: /s/ Eric Strickland
                               Name: Eric Strickland
                               Title: Vice President


                           PNC BANK, N.A.

                           By: /s/ Michael Nards
                               Name: Michael Nards
                               Title: Vice President


                           ROYAL BANK OF CANADA
                           By: /s/ David A. Barselou
                               Name: David A. Barselou
                               Title: Senior Manager Corporate Banking


                           THE SAKURA BANK, LIMITED

                           By: /s/ Yasumasa Kikuchi
                               Name: Yasumasa Kikuchi
                               Title: Senior Vice President


                           THE SANWA BANK, LIMITED

                           By: 
                               Name:
                               Title:


                           THE SUMITOMO BANK, LIMITED,
                           NEW YORK BRANCH

                           By: /s/ John C. Kissinger
                               Name: John C. Kissinger
                               Title: Joint General Manager









                              SUMMIT BANK

                              By: /s/ Bruce A. Gray
                                  Name: Bruce A. Gray
                                  Title: Vice President
                                  Large Corporate Group

                              THE TOKAI BANK LIMITED NEW YORK
                              BRANCH

                              By: 
                                  Name:
                                  Title:


                              UNITED STATES NATIONAL BANK
                              OF OREGON

                              By: /s/ Elliot Jaffee
                                  Name: Elliot Jaffee
                                  Title: Vice President


                              WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE

                              By: 
                                  Name:
                                  Title:


                              BANKERS TRUST COMPANY

                              By: /s/ James Reilly
                                  Name: James Reilly
                                  Title: Vice President







Banks Confirm Availability of Cendant's $3.5 Billion of Credit Lines

STAMFORD, Conn.  and PARSIPPANY, N.J. --(BUSINESS WIRE)-- April 17, 1998--

Funding for American Bankers and National Parking Corp.  Also Confirmed

Cendant  Corporation  (NYSE:  CD - news) today reported that The Chase Manhattan
Bank, the administrative agent under its committed bank facilities, has received
waivers from Cendant's syndicate banks relating to its $2.0 billion of committed
bank  facilities.  The Company also has an additional  $1.5 billion of committed
bank lines available under separate facilities.

The  waivers  were  technically   necessary  in  light  of  Cendant's  April  15
announcement that, as a result of its expected restatement of past earnings,  it
must prepare revised  financial  statements.  Having now received these waivers,
Cendant's  committed  bank  facilities  remain fully  available for, among other
purposes,  the funding of the  Company's  previously  announced  acquisition  of
National Parking Corporation Limited.

In addition to the above-mentioned facilities, the Company has a commitment from
The  Chase  Manhattan  Bank for $1.5  billion  to fund the cash  portion  of the
American Bankers transaction.

Henry R.  Silverman,  President and Chief  Executive  Officer of Cendant,  said:
"While the  requirement to obtain these waivers was largely a formality,  we are
nevertheless  pleased to have  received  such  prompt  support  from our banking
syndicate.  Cendant remains a financially  strong and liquid company and remains
committed to completing all of its pending transactions."

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, the company has more than 34,000 employees, operates in over
100 countries and makes approximately 100 million customer contacts annually.




April 27, 1998

Dear Cendant Shareholder:

We are writing to report to you the actions we have taken since the discovery of
potential  accounting  irregularities  in certain  former CUC  businesses and to
state clearly that Cendant  remains strong and vibrant.  All of us in management
are united in tackling  this  problem  aggressively.  We do not believe that the
potential  accounting  problems  exist anywhere other than where they were first
discovered.

Here's what we have done to date:

- -        The Audit Committee of the Board of Directors engaged Willkie Farr &
         Gallagher as special legal counsel who, in turn, engaged Arthur 
         Andersen LLP to perform a thorough, independent investigation;

- -        We informed the appropriate regulatory authorities, advised the SEC and
         initiated a meeting with its staff;

- -        We assigned all accounting, finance, financial reporting, treasury,
         budget, systems and control functions to the former HFS finance staff;

- -        We installed a new management team to lead the Alliance Marketing
         Division consisting of:

         -   Co-Chair and Co-Chief Executive John Fullmer, who was most recently
             Chief Marketing Officer at CUC;

         -   Co-Chair and Co-Chief Executive Tony Menchaca, formerly President
             of the Comp-U-Card Division;

         -   President and Chief Operating Officer John Chidsey, who was
             Executive Vice President for Business Development at HFS.

- -        We created a new position of Chief Financial Officer of Alliance
         Marketing, to which Michael Wargotz has been named;

- -        We terminated the employment of CUC's former Chief Financial Officer;

- -        We have obtained the support of our bank group, which has given us the
         necessary waivers to maintain the availability to us of $5 billion in 
         existing, committed bank facilities.

We are  outraged  that the apparent  misdeeds of a small  number of  individuals
within a limited  part of our company has  adversely  affected the value of your
investment - and ours - in Cendant.  We are working together diligently to clear
this  matter up as soon as  possible.  We fully  support  the Audit  Committee's
investigation  and  continue  to  believe  that  the  strategic   rationale  and
industrial  logic of the HFS/CUC merger that created Cendant is as compelling as
ever.

Cendant is strong, highly liquid, and extremely profitable. The vast majority of
Cendant's operating businesses and earnings are unaffected and the prospects for
the Company's future growth and success are excellent.



We have affirmed our commitment to completing all pending acquisitions: American
Bankers,   National  Parking  Corporation  and  Providian  Insurance.   In  this
connection,  we are pleased to note that today we completed the National Parking
Corporation  acquisition  following shareholder and European Community approvals
for that transaction.

We are exceedingly proud of the continued  dedication and professionalism we see
exhibited every day by Cendant associates, who remain single-mindedly focused on
the  day-to-day  success of the company  and,  ultimately,  restoring - and then
increasing - the value of your and their investment in the Company.

We will announce first quarter  earnings on May 5th. We expect to meet or exceed
current Wall Street consensus estimates.  We have also announced that we will be
holding  investor  meetings  in May in  which  senior  members  of the  Alliance
Marketing  operating  management will discuss that Division's business model and
outlook for continued growth and operational success.

We will  periodically  update you as  developments  warrant and,  when the Audit
Committee's  investigation is concluded,  we will report to you all we can about
what  happened  and share with you our  specific  measures to assure that we are
never  confronted  with this  problem  again.  Everyone  involved in that effort
understands  the extreme urgency of the assignment and is working as quickly and
diligently as possible.

In the meantime,  we appreciate  and share your concern and are more  determined
that ever to win back your  confidence  and  reward you for your  investment  in
Cendant.

Sincerely,

Walter A.  Forbes                           Henry R.  Silverman
Chairman                            President and Chief Executive officer