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

                         Commission file number 1-10308

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


                       October 14, 1998 (October 13, 1998)
               (Date of Report (date of earliest event reported))


                               Cendant Corporation
             (Exact name of Registrant as specified in its charter)


          Delaware                                               06-0918165
(State or Other Jurisdiction of                                 (IRS Employer
Incorporation or Organization)                               Identification No.)

       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

      Cendant  and  American  Bankers   Terminate  Merger   Agreement;   Cendant
Terminates  Tender  Offer for  American  Bankers'  Shares.  On October 13, 1998,
Cendant  Corporation  (the  "Company"),  Season  Acquisition  Corp.  ("Sub") and
American  Bankers  Insurance Group,  Inc.  ("American  Bankers")  entered into a
settlement agreement (the "Settlement  Agreement"),  pursuant to which they have
terminated their Agreement and Plan of Merger, dated March 23, 1998 (the "Merger
Agreement") which provided for the Company's acquisition of American Bankers.

      Pursuant to the  Settlement  Agreement,  the Company and American  Bankers
have  released  each other from any claims  relating to the  Company's  proposed
acquisition  of American  Bankers and the Company has made a $400  million  cash
payment to American  Bankers.  In  addition,  Cendant has agreed to withdraw any
applications  it has pending with insurance  regulatory  authorities in order to
obtain  control of  American  Bankers and to withdraw  from any  proceedings  or
hearings  in  connection  with such  applications.  Cendant  has also  agreed to
refrain from taking any actions or making any  statements  intended to frustrate
or delay any business combination between American Bankers and any other party.

     Pursuant to the Settlement  Agreement and as a result of the termination of
the Merger  Agreement,  the Company also has terminated its pending tender offer
for American Bankers shares.

      A copy of the Settlement  Agreement is included as Exhibit 99.2 hereto and
is incorporated herein by reference.

     Cendant Announces $1 Billion Share Repurchase Program. On October 13, 1998,
the Company  announced  that its Board of Directors has  authorized a $1 billion
common  share  repurchase  program.  The Company  expects to execute the program
through open-market purchases.

      With the termination of its proposed  acquisition of American Bankers, the
Company's  principal  financial  goals will be to retire its  outstanding  $3.25
billion  bank term loan, a portion of which was raised in  contemplation  of the
American Bankers transaction, and to execute its share repurchase program.





                                                       2





Item 7.   Exhibits

Exhibit
   No.    Description
- -------   ----------------------------------------------------------------------

99.1      Press Release: Cendant Corporation and American Bankers Insurance
          Group Make Announcement, dated October 13, 1998.

99.2      Settlement Agreement, dated October 13, 1998, by and among American
          Bankers Insurance Group, Inc.  Cendant Corporation and Season 
          Acquisition Corp.

99.3      Press Release:  Cendant Announces $1 Billion Share Repurchase Program,
          dated October 13, 1998.


                                                       3





                                    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: October 14, 1998



























                                                       4





                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                Report Dated October 14, 1998 (October 13, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description
- -----------       --------------------------------------------------------------

99.1              Press Release: Cendant Corporation and American Bankers
                  Insurance Group Make Announcement, dated October 13, 1998.

99.2              Settlement Agreement, dated October 13, 1998, by and among
                  American Bankers Insurance Group, Inc.  Cendant Corporation
                  and Season Acquisition Corp.

99.3              Press Release:  Cendant Announces $1 Billion Share Repurchase
                  Program, dated October 13, 1998.



                                                       5



EXHIBIT 99.1


            CENDANT CORPORATION AND AMERICAN BANKERS INSURANCE GROUP
                                MAKE ANNOUNCEMENT



Parsippany,  NJ and Miami,  FL,  October 13, 1998 - Cendant  Corporation  (NYSE:
CENDANT  CORPORATION) and American Bankers  Insurance  Group,  Inc. (NYSE:  ABI)
announced today their mutual decision to terminate their merger  agreement which
provided for the Company's acquisition of ABI.

In connection with the termination, the Company and ABI have released each other
from any claims  relating to the Company's  proposed  acquisition of ABI and the
Company  has  made a $400  million  cash  payment  to ABI.  As a  result  of the
termination  of the Merger  Agreement,  the Company has  terminated  its pending
tender offer for ABI shares.


Media Contact:                                               Investor Contact:
Elliot Bloom                                                 Denise L.  Gillen
973-496-8414                                                 973-496-7303


Kekst and Company                                            ABI
Jim Fingeroth                                                P.  Bruce Camacho
Tom Davies                                                   305-252-7060
212-521-4800




                                                       6



EXHIBIT 99.2

                              SETTLEMENT AGREEMENT



                  SETTLEMENT  AGREEMENT,  dated  as of  October  13,  1998  (the
"Agreement"),  by and among American Bankers  Insurance  Group,  Inc., a Florida
corporation ("ABIG"),  Cendant Corporation,  a Delaware corporation ("Cendant"),
and  Season  Acquisition  Corp.,  a  Delaware  corporation  and a  wholly  owned
subsidiary of Cendant ("Season").

                  WHEREAS,  ABIG,  Cendant  and  Season  have  entered  into the
Agreement  and  Plan  of  Merger,  dated  as of  March  23,  1998  (the  "Merger
Agreement"),  pursuant  to which,  among  other  things,  Season has  offered to
purchase (the "Tender Offer") 23,501,260 shares of Common Stock, par value $1.00
per share,  of ABIG ("ABIG  Common  Share") at a price of $67.00 per ABIG Common
Share, and following  consummation of the Tender Offer, ABIG will be merged (the
"Merger")  into  Season  and each  ABIG  Common  Share  issued  and  outstanding
immediately  prior to the  effective  time of the Merger (other than ABIG Common
Shares  held  by  Cendant  or  Season)  will  be  converted   into,  and  become
exchangeable  for,  that  number of shares of Common  Stock,  par value $.01 per
share, of Cendant with a value of $67.00;

                  WHEREAS,  requests have been made by certain  regulators whose
approval is required  prior to  consummation  of the Tender Offer and the Merger
for commitments from Cendant  regarding ABIG that exceed statutory  requirements
and any commitment made by Cendant in the Merger Agreement,  which requests have
created uncertainty with respect to Cendant's possible acquisition of ABIG; and

                  WHEREAS,  ABIG and Cendant  believe it is in their  respective
best interests, and in the best interests of their respective stockholders, that
the  uncertainty  with  respect to  Cendant's  possible  acquisition  of ABIG be
resolved as promptly as possible.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants and agreements  set forth herein,  the parties hereto agree as
follows:

                1. Each of the  parties  hereto  expressly  agrees  that (i) the
Merger Agreement shall be terminated pursuant to Section 8.1 thereof immediately
upon the execution and delivery of this Agreement and the receipt by ABIG of the
Termination  Fee  (as  hereinafter  defined)  and  (ii)  as  a  result  of  such
termination,  the  Merger  Agreement  shall be null  and void and of no  further
effect,  and  no  obligations  or  provisions   thereunder  shall  survive  such
termination.   In   addition,   each  of  the  parties   hereto   agrees   that,
notwithstanding  Section  8.5(a) of the Merger  Agreement,  none of the  parties
thereto shall have any  liabilities or damages to the other parties  thereto for
any breach or alleged  breach of the Merger  Agreement,  including  any  willful
breach.  As promptly as practicable  after the execution  hereof, as a result of
the termination of the Merger Agreement Cendant and



                                                     7





Season agree to either  terminate the Tender Offer or permit the Tender Offer to
expire by its terms  without any ABIG Common  Shares  being  purchased  pursuant
thereto.

                2. Simultaneously with the execution of this Agreement,  Cendant
shall pay to ABIG $400 million (the "Termination  Fee") by wire transfer of same
day funds to an account designated by ABIG.

                3. Cendant agrees that upon execution of this Agreement, it will
take all necessary steps to withdraw any Form A applications that it has pending
with insurance  regulatory  authorities  in order to obtain  approval to acquire
control of ABIG and to withdraw from any  proceedings  or hearings in connection
therewith.  Cendant  further  agrees  that  neither it nor any of its  officers,
directors,  employees,  affiliates, agents or other representatives or advisors,
including, without limitation, legal, investment banking and accounting advisors
(all such  persons,  collectively,  "Representatives")  shall take,  directly or
indirectly,  any actions or make any  statements  intended to frustrate or delay
any merger or other business  combination between ABIG and any other party or to
object to the acceptability of any other party as a controlling person of ABIG.

                4. Each of the  parties  hereto  absolutely,  fully and  forever
releases the other parties and their  respective  affiliates,  their  respective
Representatives  and stockholders,  and their respective  successors and assigns
(the  "Released  Parties")  from any and all  claims  relating  to the  proposed
acquisition  of ABIG by  Cendant  that any party  hereto  ever  had,  now has or
hereafter  can,  shall  or may  have  against  the  Released  Parties,  from the
beginning  of the  world  to the day of the  date of  this  release,  including,
without  limitation,  any claims  asserted  or that could have been  asserted in
connection  with the Merger  Agreement,  any Company Report or Parent Report (as
such terms are  defined in the Merger  Agreement)  or any  accounting  issues at
former CUC International Inc. businesses; provided, however, that this Section 4
shall  not  include  a  release  or  discharge  from any  claim to  enforce  the
provisions of this Agreement.

                5.  Cendant  hereby  agrees  to  continue  to be  bound  by  the
confidentiality  undertak ings and agreements of the  Confidentiality  Agreement
(as such term is defined in the Merger  Agreement) in accordance  with the terms
thereof. ABIG hereby agrees to be bound by the confidentiality  undertakings and
agreements  of  the  Confidentiality   Agreement  with  respect  to  information
furnished  to  ABIG  by  Cendant  and,  for  this  purpose,  references  in  the
Confidentiality Agreement to the "Company" shall also be deemed to be references
to Cendant  and  references  in the  Confidentiality  Agreement  to  "Evaluation
Material"  shall also be deemed to be references to any  information  concerning
Cendant (whether prepared by Cendant,  its advisors or otherwise) which has been
furnished to ABIG by or on behalf of Cendant in connection with the Merger.

                6. Each of the parties  hereto agrees that it shall not (i) make
or publish  any  statement  which is, or may  reasonably  be  considered  to be,
disparaging of the other parties or their respective  subsidiaries,  affiliates,
directors,  employees, products or services or (ii) take any action or encourage
the taking of any action by others which is, or may  reasonably be considered to
be,  adverse to the  interests  of the other  parties in respect of the  subject
matter of this Agreement.



                                                     8





                7. Each of the parties  hereby  represents  and  warrants to the
others that (i) it is a corporation duly organized, validly existing and in good
standing  under  the laws of its  state of  organization  and has the  requisite
corporate power and authority to enter into and perform this Agreement; (ii) the
execution and delivery of this Agreement by it and the consummation by it of the
transactions  contemplated  hereby have been duly  executed and delivered by its
duly authorized  officer and  constitutes a valid and binding  obligation of it;
and  (iii)  the  execution  and  delivery  of  this  Agreement  by  it  and  the
consummation by it of the  transactions  contemplated  hereby do not require the
consent,   waiver,   approval  or  authorization  of  or  any  filing  with  any
governmental or regulatory authority,  agency, commission,  body, court or other
governmental entity or any other person and will not violate, result in a breach
of or the  acceleration of any obligation  under, or constitute a default under,
any  provision of such party's  charter or by-laws,  or any material  indenture,
mortgage,  lien,  lease,  agreement,  contract,  instrument,  order,  law, rule,
regulation, ordinance, judgment, decree or restriction by which it or any of its
subsidiaries or any of their respective properties or assets is bound.

                8. This  Agreement,  together with the Merger  Agreement and the
other  documents  referred to therein,  contains the entire  agreement among the
parties  hereto with respect to the subject  matter  hereof and  supersedes  all
prior and contemporaneous  agreements and understand ings, oral or written, with
respect to such  transactions.  This  Agreement  may not be changed,  amended or
modified  orally,  but may be changed only by an agreement in writing  signed by
each of the parties hereto.  This Agreement,  and all of the parties' respective
rights and obligations  hereunder,  shall survive  indefinitely and shall not be
affected,  altered,  abridged or terminated by virtue of the  termination of the
Merger Agreement.

                9. This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all of which
together  shall  constitute  one and  the  same  document,  provided  that  this
Agreement  shall not  become  effective  until  executed  by all of the  parties
hereto.

                10.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  (regardless of the laws that
might  otherwise  govern under  applicable  Delaware  principles of conflicts of
law).

                EACH PARTY HERETO AGREES THAT, IN CONNECTION WITH ANY LEGAL SUIT
OR  PROCEEDING  ARISING WITH RESPECT TO THIS  AGREEMENT,  IT SHALL SUBMIT TO THE
JURISDICTION  OF THE  CHANCERY  COURT OF  DELAWARE  AND  AGREES TO VENUE IN SUCH
COURT.  EACH PARTY HEREBY  APPOINTS THE SECRETARY OF SUCH PARTY AS ITS AGENT FOR
SERVICE OF PROCESS FOR PUR POSES OF THE FOREGOING SENTENCE ONLY.

                11. Each party hereto will consult with the other parties hereto
before issuing any press release with respect to the  transactions  contemplated
by this Agreement; and no party shall



                                                     9





issue  any such  press  release  prior  to such  consultation  except  as may be
required by law or the  applicable  rules and  regulations of the New York Stock
Exchange.

                12. If any term,  provision,  covenant  or  restriction  of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

                13. The parties  hereto agree that any breach of the  provisions
of this  Agreement  would  irreparably  injure the other parties hereto and that
money damages would be an inadequate  remedy therefor.  Accordingly,  each party
hereto shall be entitled to one or more  injunctions  enjoining  any such breach
and requiring  specific  performance  of this Agreement and consent to the entry
thereof,  in addition to any other remedy to which that party is entitled at law
or in equity.

                14. This Agreement is for settlement  purposes only and will not
be used by the parties hereto in any litigation as an admission of any liability
or wrongdoing on the part of any party hereto or its Representatives, other than
litigation arising out of this Agreement.



                                                     10





                IN WITNESS  WHEREOF,  this  Agreement has been duly executed and
delivered by the duly  authorized  officers of the parties hereto as of the date
first written above.


                                  AMERICAN BANKERS INSURANCE GROUP, INC.



                                  By: /s/ Gerald N. Gaston
                                      Name:  Gerald N. Gaston
                                      Title: President and Chief Executive 
                                             Officer


                                  CENDANT CORPORATION


                                  By: /s/ James E. Buckman
                                  Name:   James E. Buckman
                                  Title:  Senior Executive Vice President



                                                     11





                IN WITNESS  WHEREOF,  this  Agreement has been duly executed and
delivered by the duly  authorized  officers of the parties hereto as of the date
first written above.


                                  SEASON ACQUISITION CORP.



                                  By: /s/ James E. Buckman
                                      Name:  James E. Buckman
                                      Title: Executive Vice President







                                                     12


EXHIBIT 99.3


              CENDANT ANNOUNCES $1 BILLION SHARE REPURCHASE PROGRAM

 Termination of ABI Transaction Facilitates Debt Retirement and Share Repurchase
         Cendant to Record $280 Million After-Tax ABI Termination Charge

Parsippany, NJ October 13, 1998 - Cendant Corporation (NYSE: CD) today announced
that its Board of Directors has authorized a $1 billion common share  repurchase
program.  The  Company  expects  to  execute  the  program  through  open-market
purchases.

With the termination of its proposed acquisition of ABI, the Company's principal
financial goals will be to retire its outstanding  $3.25 billion bank term loan,
a portion of which was raised in contempla tion of the ABI  transaction,  and to
execute its share repurchase program.

In connection with termination of the ABI transaction, Cendant has paid ABI $400
million and will record a $280 million  after-tax  charge in the fourth  quarter
for this payment and associated  transac tion expenses.  The Company  expects to
use the  substantial  majority of its available cash to make the ABI payment and
to retire a portion of the bank term loan. The Company  expects to retire the re
mainder of the term loan with proceeds  from  intermediate-  and long-term  debt
issues and to finance the share  repurchase  through a combination of internally
generated cash and proceeds from previ ously announced  asset sales.  The timing
and  amounts  of these  transactions  will be  governed  by mar ket  conditions,
Cendant's  goal of  maintaining  appropriate  credit  ratings,  and the terms of
Cendant's bank lending agreements.

"We are pleased to resolve the uncertainty  created in the market  regarding the
potential impact of the ABI transaction on our capital structure," said Henry R.
Silverman,  Chairman,  President  and CEO of  Cendant.  "After  today,  our only
material  uncompleted  acquisition is our $750 million  acquisition of RAC Motor
Services of the UK, which we plan to complete in 1999. Otherwise, all our excess
financial  resources for the foreseeable future will be devoted to retiring both
debt and equity,  to build  shareholder  value and maintain  appropriate  credit
protection."   With  the  termination  of  the  ABI  transaction,   Cendant  has
approximately $1.8 billion in undrawn bank credit facilities,  approxi mately $1
billion  in  cash  ( net of the  payment  to  ABI)  and  significant  internally
generated annual free cash flow.

Certain matters discussed in the news release are forward-looking statements, as
defined  in  the  Pri  vate  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 pending
litigation  relating  to the  previously  announced  accounting  irregularities;
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


                                                     13




operate within the limitations imposed by financing arrangements; uncertainty as
to the future profit ability of acquired businesses;  the ability of the Company
and its  vendors  to  complete  the  necessary  actions  to  achieve a Year 2000
conversion for its computer  systems and  applications and other fac tors. 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  (NYSE:  CD) is the world's  premier  provider of consumer  and business
services.  The Com pany operates in three principal  segments:  Travel Services,
Real Estate Services and Alliance Mar keting. In Travel Services, Cendant is the
leading  franchisor  of hotels and rental car agencies  world wide;  the largest
provider of vacation exchange services;  a leading fleet management company, the
UK's largest private car park operator,  and a leading motorist assistance group
in the UK. 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 relo cation. In Alliance
Marketing,  Cendant provides access to insurance,  travel,  shopping,  auto, and
other services,  primarily through direct marketing to customers of its affinity
partners.  Headquar  tered in  Parsippany,  NJ, the company has more than 40,000
employees and operates in over 100 countries.

Media Contact:                                             Investor Contact:
Elliot Bloom                                       Denise L.  Gillen
973-496-8414                                               973-496-7303


Kekst and Company
Jim Fingeroth
Tom Davies
212-521-4800



                                                     14