Registration No. 333-



                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------


                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          --------------------------


                             CENDANT CORPORATION
            (Exact name of Registrant as Specified in its Charter)

                 Delaware                               06-0918165
       (State or Other Jurisdiction                  (I.R.S. Employer
    of Incorporation or Organization)              Identification No.)
               6 Sylvan Way
          Parsippany, New Jersey                          07054
 (Address of Principal Executive Offices)               (Zip Code)
                 Cendant Corporation 1997 Employee Stock Plan
                           (Full Title of the Plan)
                           ------------------------


                            James E. Buckman, Esq.
             Senior Executive Vice President and General Counsel
                             Cendant Corporation
                                 6 Sylvan Way
                         Parsippany, New Jersey 07054
                   (Name and Address of Agent for Service)

                             Tel: (973) 428-9700
                             Fax: (973) 496-5331

        (Telephone Number, Including Area Code, of Agent for Service)
        -------------------------------------------------------------


                               With a Copy to:

                                 Eric J. Bock
                            Vice President, Legal
                             Cendant Corporation
                                 6 Sylvan Way
                         Parsippany, New Jersey 07054
                             Tel: (973) 428-9700
                             Fax: (973) 496-5331
                             -------------------




                       CALCULATION OF REGISTRATION FEE

                                     Proposed     Proposed Maximum
Title Of                             Maximum      Aggregate
Securities To Be  Amount To Be       Offering     Offering Price(1) Amount Of
Registered        Registered         Price Per                      Registration
                                     Share(1)                       Fee(1)

- -------------------------------------------------------------------------------
Common Stock,
$.01 par value    13,790,284 shares  $33.6875     $464,560,192      137,046
                                     

- -------------------------------------------------------------------------------
(1)   Pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
      amended (the "Securities Act"), the proposed maximum offering price and
      the registration fee are based on the average of the high and low
      prices per share of the Registrant's Common Stock reported on the New
      York Stock Exchange Composite Tape on January 27, 1998.

                                   



                                  PART I

               INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

            The documents containing the information specified in this
Part I will be sent or given to all participants in the Cendant
Corporation 1997 Employee Stock Plan (the "Plan"), as specified by Rule
428(b)(1) under the Securities Act.  Such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.  These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

            The following documents previously filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:

(a)     The Registrant's Annual Report on Form 10-K for the fiscal year
        ended January 31, 1997;

(b)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
        quarters ended April 30, 1997, July 31, 1997 and October 31, 1997;

(c)     The Registrant's Current Reports on Form 8-K dated February 4,
        1997, February 13, 1997, February 26, 1997, March 17, 1997, May
        29, 1997, August 15, 1997, October 31, 1997, November 4, 1997,
        December 18, 1997, January 14, 1998, January 22, 1998, January 27,
        1998 and January 29, 1998; and

(d)     Description of the Registrant's common stock, par value $.01 per
        share ("Common Stock"), contained in the Registrant's Registration
        Statements on Form 8-A, as filed with the Commission on July 27,
        1984 and August 15, 1989, including any amendment or report filed
        with the Commission for the purpose of updating such description.


            All documents and reports subsequently filed by the
Registrant Pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.

Item 4.     Description of Securities

            Not applicable.

Item 5.     Interests of Named Experts and Counsel

            Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plan pursuant to
this Registration Statement.  Mr. Gershowitz is a vice president of the
Registrant.  A copy of this opinion is attached as Exhibit 5 to this
Registration Statement.  Mr. Gershowitz holds shares of Common Stock and
options to acquire shares of Common Stock.

Item 6.     Indemnification of Directors and Officers

            Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify any
person who was or is a party to or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.  The indemnity may include
expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful.  A Delaware
corporation may indemnify directors, officers, employees and other agents
of such corporation in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted
without judicial approval if the person to be indemnified has

                                      -2-


been adjudged to be liable to the corporation.  Where a director, officer,
employee or agent of the corporation is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses (including
attorney's fees) which he or she actually and reasonably incurred in
connection therewith.

            The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted
by, and in the manner permissible under, the GCL.

            As permitted by Section 102(b)(7) of the GCL, the
Registrant's Restated Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions.

Item 7.     Exemption from Registration Claimed

            No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8.     Exhibits

            See Exhibit Index.

Item 9.     Undertakings

            a.     The undersigned Registrant hereby undertakes:

                  (1)   To file, during any period in which offers or
                        sales are being made, a post-effective amendment
                        to this Registration Statement:

                        (i)      To include any prospectus required by
                                 Section 10(a)(3) of the Securities Act;

                        (ii)     To reflect in the prospectus any facts
                                 or events arising after the effective
                                 date of this Registration Statement (or
                                 the most recent post-effective amendment
                                 hereof) which, individually or in the
                                 aggregate, represent a fundamental change
                                 in the

                                      -3-




                                 information set forth in this Registration
                                 Statement;

                        (iii)    To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in this Registration
                                 Statement or any material change to such
                                 information in this Registration
                                 Statement;

                        provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii) do not apply if the information
                        required to be included in a post-effective
                        amendment by those paragraphs is contained in
                        periodic reports filed by the Registrant pursuant
                        to Section 13 or 15(d) of the Exchange Act that
                        are incorporated by reference in this
                        Registration Statement.

                  (2)   That, for the purpose of determining any
                        liability under the Securities Act, each such
                        post-effective amendment shall be deemed to be a
                        new registration statement relating to the
                        securities offered therein, and the offering of
                        such securities at that time shall be deemed to
                        be the initial bona fide offering thereof.

                  (3)   To remove from registration by means of a
                        post-effective amendment any of the securities
                        being registered which remain unsold at the
                        termination of the offering.

b.    The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of
      the Registrant's annual report pursuant to Section 13(a) or 15(d)
      of the Exchange Act that is incorporated by reference in this
      Registration Statement shall be deemed to be a new registration
      statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

c.    Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in
      the opinion of the Commission such indemnification is against
      public policy as expressed in the Securities

                                      -4-




     Act  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
     indemnification against such liabilities (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  of  expenses  incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy  as  expressed  in the  Securities  Act and will be
     governed by the final adjudication of such issue.
                                      -5-



                                SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Parsippany, State
of New Jersey, on this 29th day of January, 1998.

                            CENDANT CORPORATION

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

                             POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James E. Buckman
and E. Kirk Shelton, and each and either of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

         Signature                      Title                       Date

/s/ Walter A. Forbes          Chairman of the Board of      January 29, 1998
 Walter A. Forbes             Directors

/s/ Henry R. Silverman        President, Chief Executive    January 29, 1998
 Henry R. Silverman            Officer and Director
                               (Principal Executive
                               Officer)

                                      -6-


/s/ Michael P. Monaco         Chief Financial Officer       January 29, 1998
 Michael P. Monaco             and Director (Principal
                               Financial Officer)

/s/ Scott Forbes              Senior Vice President -       January 29, 1998
 Scott Forbes                  Finance (Principal
                               Accounting Officer)

/s/ Stephen P. Holmes         Director                      January 29, 1998
 Stephen P. Holmes

/s/ Robert D. Kunisch         Director                      January 29, 1998
 Robert D. Kunisch

/s/ Christopher K. McLeod     Director                      January 29, 1998
 Christopher K. McLeod

/s/ E. Kirk Shelton           Director                      January 29, 1998
 E. Kirk Shelton

/s/ John D. Snodgrass         Director                      January 29, 1998
 John D. Snodgrass

/s/ Robert T. Tucker          Director                      January 29, 1998
 Robert T. Tucker

/s/ James E. Buckman          Director                      January 29, 1998
 James E. Buckman

/s/ Bartlett Burnap           Director                      January 29, 1998
 Bartlett Burnap

/s/ Leonard S. Coleman        Director                      January 29, 1998
 Leonard S. Coleman

/s/ T. Barnes Donnelley       Director                      January 29, 1998
 T. Barnes Donnelley

/s/ Martin L. Edelman         Director                      January 29, 1998
 Martin L. Edelman

/s/ Frederick D. Green        Director                      January 29, 1998
 Frederick D. Green

/s/ Stephen A. Greyser        Director                      January 29, 1998
 Stephen A. Greyser

                                      -7-


 /s/ Carole G. Hankin         Director                      January 29, 1998
 Carole G. Hankin

/s/ Brian Mulroney            Director                      January 29, 1998
 Brian Mulroney, P.C., LL.D.

/s/ Robert E. Nederlander     Director                      January 29, 1998
 Robert E. Nederlander

/s/ Burton C. Perfit          Director                      January 29, 1998
 Burton C. Perfit

/s/ Anthony G. Petrello       Director                      January 29, 1998
 Anthony G. Petrello

/s/ Robert W. Pittman         Director                      January 29, 1998
 Robert W. Pittman

/s/ E. John Rosenwald, Jr.    Director                      January 29, 1998
 E. John Rosenwald, Jr.

/s/ Robert P. Rittereiser     Director                      January 29, 1998
 Robert P. Rittereiser

/s/ Stanley M. Rumbough, Jr.  Director                      January 29, 1998
 Stanley M. Rumbough, Jr.

/s/ Leonard Schutzman         Director                      January 29, 1998
 Leonard Schutzman

/s/ Robert F. Smith           Director                      January 29, 1998
 Robert F. Smith

/s/ Craig R. Stapleton        Director                      January 29, 1998
 Craig R. Stapleton

                                      -8-


                              EXHIBIT INDEX

Exhibit Number    Description

4.1       Cendant Corporation 1997 Employee Stock Plan.

4.2       Form of Stock Option Contract - 1997 Employee Stock Plan.

5.1       Opinion of Jeffrey A. Gershowitz, Esq. as to legality of the
          securities being registered.

15.1      Letter of Ernst & Young LLP re:  Unaudited Interim Financial
          Information of CUC International Inc.

23.1      Consent of Deloitte & Touche LLP related to financial statements of
          Cendant Corporation.

23.2      Consent of Ernst & Young LLP relating to the financial statements of
          CUC International Inc.

23.3      Consent of Deloitte & Touche LLP relating to the financial statements
          of HFS Incorporated.

23.4      Consent of KPMG Peat Marwick LLP relating to the financial statements
          of PHH Corporation.

23.5      Consent of Deloitte & Touche LLP relating to the financial statements
          of Sierra On-Line, Inc.

23.6      Consent of KPMG Peat Marwick LLP relating to the financial statements
          of Davidson & Associates, Inc.

23.7      Consent of Price Waterhouse LLP relating to the financial statements
          of Ideon Group, Inc.

23.8      Consent of Jeffrey A. Gershowitz, Esq. (included in the opinion filed
          as Exhibit 5 hereto).

24.1      Powers of Attorney of certain officers and directors of the
          Registrant (included on the signature page of this Registration
          Statement).

                                      -9-





                                            EXHIBIT 4.1




                      AS AMENDED THROUGH DECEMBER 17, 1997

                           1997 EMPLOYEE STOCK PLAN OF

                               CENDANT CORPORATION


 SECTION 1.        PURPOSE; DEFINITIONS

         The  purpose  of the  Plan is to give  the  Corporation  a  competitive
advantage in attracting,  retaining and motivating  employees and to provide the
Corporation and its Affiliates with a stock plan providing  incentives  directly
linked to the  profitability  of the  Corporation's  businesses and increases in
shareholder value.

         For purposes of the Plan, the following  terms are defined as set forth
below:

          (a)  "Affiliate"  means a corporation  or other entity  controlled by,
controlling or under common control with the Corporation.

          (b)  "Award"  means the  grant of a Stock  Appreciation  Right,  Stock
Option or Restricted Stock pursuant to the Plan.

          (c)  "Board" means the Board of Directors of the Corporation.

          (d)  "Cause" means (except as otherwise provided by the Committee in
the  agreement  relating  to any  Award) (1)  conviction  of a  participant  for
committing  a felony  under  federal  law or the law of the state in which  such
action  occurred,  (2)  dishonesty in the course of  fulfilling a  participant's
employment  duties  or (3)  willful  and  deliberate  failure  on the  part of a
participant  to  perform  his  employment   duties  in  any  material   respect.
Notwithstanding  the  foregoing,  if a  participant  is a party to an employment
agreement  with the  Corporation  or any Affiliate that contains a definition of
"Cause," such  definition  shall apply to such  participant  for purposes of the
Plan except to the extent  otherwise  provided by the Committee in the agreement
relating to any Award.

          (e) "Code"  means the Internal  Revenue Code of 1986,  as amended from
time to time, and any successor thereto.

          (f) "Commission"  means the Securities and Exchange  Commission or any
successor agency.

          (g) "Committee" means the Committee referred to in Section 2.

          (h) "Common Stock" means common stock,  par value $0.01 per share,  of
the Corporation.

          (i) "Corporation" means Cendant Corporation, a Delaware corporation.


          (j)  "Disability"  means permanent and total  disability as determined
under procedures established by the Committee for purposes of the Plan.

          (k)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended from time to time, and any successor thereto.

          (l) "Fair Market Value" means,  as of any given date,  the fair market
value of the Common Stock as determined  by the Committee in good faith,  taking
into  account  the  trading  price of the  Common  Stock  on the New York  Stock
Exchange  Composite  Tape,  or,  if not  listed on such  exchange,  on any other
national  securities exchange on which the Common Stock is listed, or on NASDAQ,
or in any other  regular  public  trading  market for the Common Stock which may
exist as of such date. The determination of the Committee shall be conclusive in
determining the fair market value of the Common Stock.

          (m)  "NonQualified  Stock  Option"  means a Stock  Option  that is not
designated as, and qualified as, an "incentive  stock option" within the meaning
of Section 422 of the Code.

          (n) "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Restricted Stock.

          (o) "Plan" means the Cendant  Corporation 1997 Employee Stock Plan, as
set forth herein and as hereinafter amended from time to time.

          (p) "Restricted Stock" means an Award granted under Section 7.

          (q)  "Retirement"  means  retirement  from active  employment with the
Corporation or an Affiliate at or after age 65.

          (r) "Stock Appreciation Right" means an Award granted under Section 6.

          (s) "Stock Option" means an Award granted under Section 5.

          (t)   "Termination  of  Employment"   means  the  termination  of  the
participant's  employment with the Corporation and its Affiliates. A participant
employed  by an  Affiliate  shall  also be  deemed  to  incur a  Termination  of
Employment if such Affiliate  ceases to be an Affiliate and the participant does
not  immediately  thereafter  become an employee of the  Corporation  or another
Affiliate.  Temporary absences from employment  because of illness,  vacation or
leave of absence and transfers among the  Corporation  and its Affiliates  shall
not be considered Terminations of Employment.  In addition,  certain other terms
used herein have definitions  given to them in the first place in which they are
used.


 SECTION 2.        ADMINISTRATION

         The  Plan  shall  be  administered  by the  Corporation's  Compensation
Committee or such other committee composed of two or more directors as the Board
may from time to time  designate to administer the Plan (the  "Committee"),  who
shall serve at the pleasure of the Board.
                                      -2-


         The Committee shall have plenary  authority to grant Awards pursuant to
the terms of the Plan to employees of the Corporation and its Affiliates.

         Among other things, the Committee shall have the authority,  subject to
the terms of the Plan:

           (a) To select the  employees  to whom Awards may from time to time be
granted;

          (b) To  determine  whether  and to  what  extent,  NonQualified  Stock
Options,  Stock  Appreciation  Rights and  Restricted  Stock or any  combination
thereof are to be granted hereunder;

          (c) To determine the number of shares of Common Stock to be covered by
each Award granted hereunder;

          (d) To  determine  the  terms  and  conditions  of any  Award  granted
hereunder  (including,  but not limited to, the option price (subject to Section
5(a) hereof),  any vesting  condition,  restriction or limitation  (which may be
related to the performance of the participant, the Corporation or any Affiliate)
and any vesting  acceleration or forfeiture  waiver  regarding any Award and the
shares of Common Stock relating thereto), based on such factors as the Committee
shall determine;

          (e) To modify,  amend or adjust the terms and conditions of any Award,
at any time or from  time to time,  including  but not  limited  to  Performance
Goals;

          (f) To  determine to what extent and under what  circumstances  Common
Stock and other amounts payable with respect to an Award shall be deferred; and

          (g) To determine under what  circumstances  an Award may be settled in
cash or Common Stock under Section 5(i) and 6(b)(ii).

         The Committee shall have the authority to adopt,  alter and repeal such
administrative  rules,  guidelines and practices  governing the Plan as it shall
from time to time deem  advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any  agreement  relating  thereto)
and to otherwise supervise the administration of the Plan.

         The Committee may act only by a majority of its members then in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Corporation to execute and deliver documents on behalf of the
Committee.

         Any  determination  made by the  Committee  or  pursuant  to  delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole  discretion of the Committee or such delegate at the time of
the grant of the Award or,  unless in  contravention  of any express term of the
Plan,  at any  time  thereafter.  All  decisions  made by the  Committee  or any
appropriately  delegated officer pursuant to the provisions of the Plan shall be
final  and  binding  on  all  persons,   including  the   Corporation  and  Plan
participants.

                                      -3-



         Any  authority  granted to the  Committee  may also be exercised by the
full Board. To the extent that any permitted action taken by the Board conflicts
with action taken by the Committee, the Board action shall control.


 SECTION 3.        COMMON STOCK SUBJECT TO PLAN

         The total number of shares of Common Stock  reserved and  available for
grant under the Plan shall be twenty-five million  (25,000,000).  Shares subject
to an Award  under  the Plan may be  authorized  and  unissued  shares or may be
treasury shares.

         If any shares of Restricted Stock are forfeited, or if any Stock Option
(and  related  Stock  Appreciation  Right,  if  any)  terminates  without  being
exercised,  or if any Stock  Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection with Awards under the Plan.

         In the event of any change in corporate capitalization, such as a stock
split or a  corporate  transaction,  or any merger,  consolidation,  separation,
including  a  spin-off,  or  other  distribution  of stock  or  property  of the
Corporation, any reorganization (whether or not such reorganization comes within
the  definition  of such  term in  Section  368 of the Code) or any  partial  or
complete  liquidation of the  Corporation,  the Committee or Board may make such
substitution or adjustments in the aggregate  number and kind of shares reserved
for  issuance  under the Plan,  in the number,  kind and option  price of shares
subject to  outstanding  Stock  Options and Stock  Appreciation  Rights,  in the
number and kind of shares subject to other outstanding  Awards granted under the
Plan and/or such other equitable substitution or adjustments as it may determine
to be appropriate in its sole discretion;  provided, however, that the number of
shares subject to any Award shall always be a whole number. Such adjusted option
price shall also be used to determine the amount payable by the Corporation upon
the exercise of any Stock Appreciation Right associated with any Stock Option.


 SECTION 4.        ELIGIBILITY

         Employees of the Corporation and its Affiliates who are responsible for
or contribute to the management, growth and profitability of the business of the
Corporation and its Affiliates are eligible to be granted Awards under the Plan.


 SECTION 5.        STOCK OPTIONS

         Stock  Options  may be granted  alone or in  addition  to other  Awards
granted under the Plan and may be only  NonQualified  Stock  Options.  Any Stock
Option  granted  under the Plan shall be in such form as the  Committee may from
time to time approve.

         Stock  Options shall be evidenced by option  agreements,  the terms and
provisions of which may differ.  An option  agreement shall indicate on its face
that it is intended to be an agreement  for a  NonQualified  Stock  Option.  The
grant of a Stock  Option  shall occur on the date the  Committee  by  resolution
selects an individual to be a participant in any grant of a Stock
                                      -4-



Option,  determines  the number of shares of Common  Stock to be subject to such
Stock  Option to be  granted  to such  individual  and  specifies  the terms and
provisions of the Stock Option.  The  Corporation  shall notify a participant of
any grant of a Stock Option,  and a written option agreement or agreements shall
be duly  executed and  delivered by the  Corporation  to the  participant.  Such
agreement  or  agreements   shall  become   effective   upon  execution  by  the
Corporation.

         Stock Options  granted under the Plan shall be subject to the following
terms and conditions and shall contain such  additional  terms and conditions as
the Committee shall deem desirable:

          (a)  Option  Price.  The  option  price  per  share  of  Common  Stock
purchasable  under a Stock Option shall be  determined  by the Committee and set
forth in the option agreement,  and shall not be less than the Fair Market Value
of the Common Stock subject to the Stock Option on the date of grant.

          (b) Option  Term.  The term of each Stock Option shall be fixed by the
Committee.

          (c) Exercisability. Except as otherwise provided herein, Stock Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the  Committee.  If the Committee  provides
that any Stock Option is exercisable only in installments,  the Committee may at
any time waive such installment exercise provisions,  in whole or in part, based
on such factors as the Committee may determine.  In addition,  the Committee may
at any time accelerate the exercisability of any Stock Option.

          (d) Method of Exercise.  Subject to the  provisions of this Section 5,
Stock  Options  may be  exercised,  in whole or in part,  at any time during the
option term by giving written notice of exercise to the  Corporation  specifying
the  number  of  shares  of  Common  Stock  subject  to the  Stock  Option to be
purchased.

         Such notice  shall be  accompanied  by payment in full of the  purchase
price by certified or bank check or such other instrument as the Corporation may
accept. If approved by the Committee,  payment,  in full or in part, may also be
made in the form of  unrestricted  Common Stock already owned by the optionee of
the same class as the Common  Stock  subject to the Stock  Option  (based on the
Fair  Market  Value  of the  Common  Stock  on the  date  the  Stock  Option  is
exercised);  provided, however, that such already owned shares have been held by
the optionee for at least six (6) months at the time of exercise.

         In the discretion of the Committee, payment for any shares subject to a
Stock Option may also be made by delivering a properly  executed exercise notice
to the  Corporation,  together with a copy of the irrevocable  instructions to a
broker  to  deliver  promptly  to the  Corporation  the  amount  of sale or loan
proceeds  necessary to pay the purchase price, and, if requested,  by the amount
of any federal,  state,  local or foreign  withholding  taxes. To facilitate the
foregoing,  the Corporation may enter into agreements for coordinated procedures
with one or more brokerage firms.
                                      -5-



         In addition, in the discretion of the Committee, payment for any shares
subject  to a Stock  Option may also be made by  instructing  the  Committee  to
withhold  a number  of such  shares  having a Fair  Market  Value on the date of
exercise equal to the aggregate exercise price of such Stock Option.

         No shares of Common Stock shall be issued  until full payment  therefor
has been made.  Except as otherwise  provided in Section 5(j) below, an optionee
shall have all of the rights of a  shareholder  of the  Corporation  holding the
class or series of Common Stock that is subject to such Stock Option (including,
if applicable, the right to vote the shares and the right to receive dividends),
when the optionee  has given  written  notice of exercise,  has paid in full for
such shares and, if requested, has given the representation described in Section
11(a).

          (e)   Transferability  of  Stock  Options.   Stock  Options  shall  be
transferable by the optionee only pursuant to the following methods: (i) by will
or the laws of descent and distribution;  (ii) pursuant to a domestic  relations
order,  as  defined  in the Code or Title 1 of the  Employee  Retirement  Income
Security Act, as amended, or the regulations  thereunder;  or (iii) as a gift to
family members of the optionee,  trusts for the benefit of family members of the
optionee  or  charities  or other  not-for-profit  organizations.  Except to the
extent  provided in this  Section 5(e) or in Sections  5(f),  (g) and (h) below,
Stock  Options  may  not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise),  shall not be
subject to execution, attachment or similar process, and may be exercised during
the lifetime of the holder thereof only by such holder.

          (f) Termination by Death or Disability. Unless otherwise determined by
the  Committee,  if an  optionee's  employment  terminates by reason of death or
Disability,  any Stock Option held by such optionee may thereafter be exercised,
whether or not it was exercisable at the time of such termination,  for a period
of twelve (12) months (or such other period as the  Committee may specify in the
option  agreement) from the date of such  termination or until the expiration of
the stated term of such Stock Option, whichever period is the shorter.

          (g) Termination by Reason of Retirement.  Unless otherwise  determined
by  the  Committee,   if  an  optionee's  employment  terminates  by  reason  of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
by the  optionee,  to the  extent  it  was  exercisable  at  the  time  of  such
Retirement,  or on such accelerated basis as the Committee may determine,  for a
period of five (5) years (or such other period as the  Committee  may specify in
the option  agreement) from the date of such  termination of employment or until
the expiration of the stated term of such Stock Option,  whichever period is the
shorter;  provided,  however,  that if the optionee  dies within such period any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such period,  continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of twelve (12) months from the
date of such  death or until the  expiration  of the  stated  term of such Stock
Option, whichever period is the shorter.

          (h) Other Termination.  Unless otherwise  determined by the Committee,
if an optionee  incurs a  Termination  of  Employment  for any reason other than
death, Disability or Retirement,
                                      -6-


any Stock Option held by such optionee,  to the extent then  exercisable,  or on
such accelerated basis as the Committee may determine,  may be exercised for the
lesser of three (3) months from the date of such  Termination  of  Employment or
the balance of such Stock Option's term; provided, however, that if the optionee
dies within such three (3) month period,  any  unexercised  Stock Option held by
such  optionee  shall,  notwithstanding  the  expiration of such three (3) month
period,  continue to be exercisable to the extent to which it was exercisable at
the time of death for a period of twelve (12) months from the date of such death
or until the  expiration  of the  stated  term of such Stock  Option,  whichever
period is the shorter.

          (i)  Cashing  Out of Stock  Option.  On receipt  of written  notice of
exercise,  the Committee may elect to cash out all or part of the portion of the
shares of Common Stock for which a Stock Option is being exercised by paying the
optionee an amount,  in cash or Common Stock,  as  determined by the  Committee,
equal to the excess of the Fair Market Value of the Common Stock over the option
price times the number of shares of Common  Stock for which the Stock  Option is
being exercised on the effective date of such cash-out.

          (j) Deferral of Option  Shares.  The  Committee  may from time to time
establish  procedures  pursuant to which an optionee may elect to defer, until a
time or times  later than the  exercise of a Stock  Option,  receipt of all or a
portion of the shares  subject to such Stock  Option  and/or to receive  cash at
such later time or times in lieu of such deferred shares,  all on such terms and
conditions  as  the  Committee  shall  determine.  If  any  such  deferrals  are
permitted,  then notwithstanding Section 5(d) above, an optionee who elects such
deferral  shall  not have any  rights  as a  stockholder  with  respect  to such
deferred  shares  unless and until  certificates  representing  such  shares are
actually  delivered to the optionee with respect  thereto,  except to the extent
otherwise determined by the Committee.


 SECTION 6.        STOCK APPRECIATION RIGHTS

          (a) Grant and Exercise.  Stock  Appreciation  Rights may be granted in
conjunction  with all or part of any Stock Option  granted under the Plan.  Such
rights may be granted  either at or after the time of grant of the Stock Option.
A Stock Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.

         A  Stock  Appreciation  Right  may  be  exercised  by  an  optionee  in
accordance  with  Section 6(b) by  surrendering  the  applicable  portion of the
related Stock Option in accordance with procedures established by the Committee.
Upon such exercise and  surrender,  the optionee shall be entitled to receive an
amount  determined in the manner prescribed in Section 6(b). Stock Options which
have been so  surrendered  shall no  longer be  exercisable  to the  extent  the
related Stock Appreciation Rights have been exercised.

          (b) Terms and Conditions.  Stock Appreciation  Rights shall be subject
to such terms and conditions as shall be determined by the Committee,  including
the following:
                                      -7-



                   (i) Stock  Appreciation  Rights shall be exercisable  only at
         such time or times and to the  extent  that the Stock  Options to which
         they  relate are  exercisable  in  accordance  with the  provisions  of
         Section 5 and this Section 6.

                   (ii) Upon the  exercise  of a Stock  Appreciation  Right,  an
         optionee  shall be  entitled  to receive  an amount in cash,  shares of
         Common  Stock or both,  in value equal to the excess of the Fair Market
         Value of one  share of Common  Stock  over the  option  price per share
         specified  in the  related  Stock  Option  multiplied  by the number of
         shares in respect of which the Stock Appreciation Right shall have been
         exercised, with the Committee having the right to determine the form of
         payment.

                   (iii) Stock Appreciation Rights shall be transferable only to
         permitted transferees of the underlying Stock Option in accordance with
         Section 5(e).

                   (iv) Upon the  exercise of a Stock  Appreciation  Right,  the
         Stock Option or part thereof to which such Stock  Appreciation Right is
         related  shall be deemed to have been  exercised for the purpose of the
         limitation  set forth in  Section  3 on the  number of shares of Common
         Stock to be issued under the Plan, but only to the extent of the number
         of  shares  covered  by the  Stock  Appreciation  Right  at the time of
         exercise  based on the  value of the Stock  Appreciation  Right at such
         time.


 SECTION 7.        RESTRICTED STOCK

          (a)  Administration.  Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine  the  employees  to whom and the time or  times  at  which  grants  of
Restricted Stock will be awarded, the number of shares of Restricted Stock to be
awarded to any participant, the conditions for vesting, the time or times within
which  such  Awards  may be  subject  to  forfeiture  and any  other  terms  and
conditions of the Awards, in addition to those contained in Section 7(c).

          (b) Awards  and  Certificates.  Shares of  Restricted  Stock  shall be
evidenced  in such  manner  as the  Committee  may deem  appropriate,  including
book-entry  registration  or  issuance  of one or more stock  certificates.  Any
certificate  issued in respect of shares of Restricted Stock shall be registered
in the name of such  participant and shall bear an appropriate  legend referring
to  the  terms,   conditions,   and  restrictions   applicable  to  such  Award,
substantially in the following form:

                   "The  transferability  of this  certificate and the shares of
                  stock  represented   hereby  are  subject  to  the  terms  and
                  conditions  (including  forfeiture) of the Cendant Corporation
                  1997  Employee  Stock Plan and a Restricted  Stock  Agreement.
                  Copies of such Plan and  Agreement  are on file at the offices
                  of Cendant Corporation."

                   "This security has not been  registered  under the Securities
                  Act of  1933,  as  amended.  Neither  this  security  nor  any
                  interest  or
                                      -8-



                  participation   herein  may  be  reoffered,   sold,  assigned,
                  transferred,  pledged,  encumbered or otherwise disposed of in
                  the absence of such registration unless an exemption from such
                  registration is available."

         The Committee may require that the certificates  evidencing such shares
of Restricted Stock be held in custody by the Corporation until the restrictions
thereon  shall have lapsed and that,  as a condition of any Award of  Restricted
Stock,  the participant  shall have delivered a stock power,  endorsed in blank,
relating to the Common Stock covered by such Award.

          (c) Terms and Conditions.  Shares of Restricted Stock shall be subject
to the following terms and conditions:

                   (i) The  Committee  may  condition the grant or vesting of an
         Award of Restricted Stock upon the attainment of Performance Goals. The
         Committee  may  also  condition  the  grant or  vesting  of an Award of
         Restricted  Stock upon the continued  service of the  participant.  The
         conditions  for grant or vesting and the other  provision of Restricted
         Stock Awards (including, without limitation, any applicable Performance
         Goals)  need  not be the  same  with  respect  to each  recipient.  The
         Committee may at any time, in its sole discretion, accelerate or waive,
         in whole or in part, any of the foregoing restrictions.

                   (ii) Subject to the provisions of the Plan and the Restricted
         Stock Agreement referred to in Section 7(c)(vii), during the period, if
         any, set by the Committee,  commencing  with the date of such Award for
         which  such   participant's   continued   service  is   required   (the
         "Restriction Period"), and until the later of (i) the expiration of the
         Restriction  Period and (ii) the date the applicable  Performance Goals
         (if any) are satisfied, the participant shall not be permitted to sell,
         assign,  transfer,  pledge or otherwise  encumber  shares of Restricted
         Stock  received  pursuant to such Award;  provided  that the  foregoing
         shall not prevent a participant from pledging Restricted Stock received
         pursuant  to such Award as  security  for a loan,  the sole  purpose of
         which is to provide funds to pay the option price for Stock Options.

                   (iii) Except as provided in this paragraph (iii) and Sections
         7(c)(i)  and  7(c)(ii)  and  the  Restricted   Stock   Agreement,   the
         participant shall have, with respect to the shares of Restricted Stock,
         all of the rights of a stockholder of the corporation holding the class
         or series of Common Stock that is the subject of the Restricted  Stock,
         including, if applicable, the right to vote the shares and the right to
         receive any cash  dividends.  If so  determined by the Committee in the
         applicable  Restricted  Stock Agreement and subject to Section 11(e) of
         the Plan,  (A) cash  dividends  on the class or series of Common  Stock
         that  is  the   subject  of  the   Restricted   Stock  Award  shall  be
         automatically  deferred and reinvested in additional  Restricted Stock,
         held subject to the vesting of the underlying Restricted Stock, or held
         subject to meeting Performance Goals applicable only to dividends,  and
         (B)  dividends  payable  in Common  Stock  shall be paid in the form of
         Restricted  Stock of the same class as the Common Stock with which such
         dividend was
                                      -9-


         paid, held subject to the vesting of the underlying  Restricted  Stock,
         or  held  subject  to  meeting  Performance  Goals  applicable  only to
         dividends.

                   (iv)  Except  to  the  extent   otherwise   provided  in  the
         applicable  Restricted Stock Agreement and Sections 7(c)(i),  7(c)(ii),
         and 7(c)(v),  upon a  participant's  Termination  of Employment for any
         reason  during  the   Restriction   Period  or  before  the  applicable
         Performance  Goals are satisfied,  all shares of Restricted Stock still
         subject to restriction shall be forfeited by the participant.

                   (v) In the event of a  participant's  Retirement,  or if such
         participant's  employment is involuntarily  terminated  (other than for
         Cause),  the Committee  shall have the discretion to waive, in whole or
         in part, any or all remaining  restrictions  with respect to any or all
         of such participant's shares of Restricted Stock.

                   (vi)  If  and  when  any  applicable  Performance  Goals  are
         satisfied and the Restriction Period expires without a prior forfeiture
         of the Restricted Stock,  unlegended  certificates for shares of Common
         Stock  that are the  subject of the  Restricted  Stock  Award  shall be
         delivered   to  the   participant   upon   surrender  of  the  legended
         certificates.

                   (vii) Each Award of  Restricted  Stock shall be confirmed by,
         and be subject to, the terms of a Restricted  Stock Agreement  executed
         by the Corporation.



 SECTION 8.        TAX OFFSET BONUSES

         At the time an Award is made hereunder or at any time  thereafter,  the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee,  to be paid at such time
or  times  (if  ever)  as  the  Award  results  in  compensation  income  to the
participant,  for the purpose of assisting the  participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.


 SECTION 9.        TERM, AMENDMENT AND TERMINATION

         The Plan will  terminate ten (10) years after the effective date of the
Plan. Under the Plan,  Awards  outstanding as of such date shall not be affected
or impaired by the termination of the Plan.

         The Board may amend,  alter, or discontinue the Plan, but no amendment,
alteration or discontinuation  shall be made which would impair the rights of an
optionee  under a Stock Option or a recipient of a Stock  Appreciation  Right or
Restricted Stock Award theretofore granted without the optionee's or recipient's
consent.  In addition,  no such amendment  shall be made without the approval of
the Corporation's stockholders to the extent such approval is required by law or
agreement.
                                      -10-



         The  Committee  may amend the terms of any Stock  Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder without the holder's consent.


 SECTION 10.       UNFUNDED STATUS OF PLAN

         It is presently  intended that the Plan  constitute an "unfunded"  plan
for  incentive  and deferred  compensation.  The  Committee  may  authorize  the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to deliver  Common  Stock or make  payments;  provided,  however,  that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.


 SECTION 11.       GENERAL PROVISIONS

          (a) The  Committee  may require  each person  purchasing  or receiving
shares  pursuant to an Award to represent to and agree with the  Corporation  in
writing  that  such  person  is  acquiring  the  shares  without  a view  to the
distribution  thereof.  The  certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         Notwithstanding  any other  provision  of the Plan or  agreements  made
pursuant thereto,  the Corporation shall not be required to issue or deliver any
certificate or  certificates  for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

                   (i) Listing or approval  for listing upon notice of issuance,
         of such  shares on the New York  Stock  Exchange,  Inc.,  or such other
         securities  exchange as may at the time be the principal market for the
         Common Stock;

                   (ii) Any  registration or other  qualification of such shares
         of the Corporation under any state or federal law or regulation, or the
         maintaining in effect of any such  registration or other  qualification
         which the Committee  shall, in its absolute  discretion upon the advice
         of counsel, deem necessary or advisable; and

                   (iii) Obtaining any other consent,  approval,  or permit from
         any state or federal  governmental agency which the Committee shall, in
         its  absolute   discretion  after  receiving  the  advice  of  counsel,
         determine to be necessary or advisable.

          (b) Nothing contained in the Plan shall prevent the Corporation or any
Affiliate from adopting other or additional  compensation  arrangements  for its
employees.

          (c)  Adoption of the Plan shall not confer upon any employee any right
to continued employment, nor shall it interfere in any way with the right of the
corporation  or any Affiliate to terminate the employment of any employee at any
time.

          (d) No  later  than  the date as of  which  an  amount  first  becomes
includible  in the gross  income  of the  participant  for  federal  income  tax
purposes with respect to any Award under the Plan, the participant  shall pay to
the Corporation, or make arrangements satisfactory to the
                                      -11-


Corporation regarding the payment of, any federal, state, local or foreign taxes
of any kind required by law to be withheld  with respect to such amount.  Unless
otherwise determined by the Corporation,  withholding obligations may be settled
with Common Stock,  including  Common Stock that is part of the Award that gives
rise to the withholding  requirement.  The obligations of the Corporation  under
the  Plan  shall  be  conditional  on  such  payment  or  arrangements,  and the
Corporation and its Affiliates  shall, to the extent  permitted by law, have the
right  to  deduct  any  such  taxes  from  any  payment  otherwise  due  to  the
participant.   The  Committee  may  establish   such   procedures  as  it  deems
appropriate,  including  making  irrevocable  elections,  for the  settlement of
withholding obligations with Common Stock.

          (e)  Reinvestment of dividends in additional  Restricted  Stock at the
time of any dividend  payment shall only be permissible if sufficient  shares of
Common Stock are available  under Section 3 for such  reinvestment  (taking into
account then outstanding Stock Options and other Awards).

          (f)  The  Committee  shall  establish  such  procedures  as  it  deems
appropriate  for a participant  to designate a  beneficiary  to whom any amounts
payable  in the event of the  participant's  death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.

          (g) In the case of a grant of an Award to any employee of an Affiliate
of the Corporation,  the Corporation may, if the Committee so directs,  issue or
transfer  the  shares  of  Common  Stock,  if any,  covered  by the Award to the
Affiliate,  for such lawful consideration as the Committee may specify, upon the
condition or understanding that the Affiliate will transfer the shares of Common
Stock to the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan.

          (h) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance  with the laws of the State of Delaware,
without reference to principles of conflict of laws.

          (i) Anything in this Plan to the contrary  notwithstanding,  the Board
may, without approval by the Corporation's shareholders,  substitute new options
for,  or  assume,  prior  options  of any  corporation  which  engages  with the
Corporation or any of its Affiliates in a transaction to which Section 424(a) of
the Code applies (or would apply if the option  assumed or  substituted  were an
incentive stock option), or any parent or any subsidiary of such corporation.


 SECTION 12.       EFFECTIVE DATE OF PLAN

         The effective date of the Plan shall be December 1, 1997.
                                      -12-





                                                      EXHIBIT 4.2








_________________,_____




Dear (name):

I am pleased to advise you that the Compensation  Committee (the "Committee") of
the Board of Directors (the "Board") of Cendant  Corporation (the "Corporation")
on __________,  _____  authorized the grant to you of a non-qualified  option to
purchase ______ shares of common stock,  $.01 par value, of the Corporation (the
"Common Stock") at a price of $________ per share (the "Exercise Price"),  which
the Committee has  determined to be the fair market value of the Common Stock on
that date in accordance with the terms of the Corporation's  1997 Employee Stock
Plan (the "Plan"), under which your option has been granted.

Terms not defined herein shall have the meaning set forth in the Plan.

Your option has the following terms:

(a)       This option may be exercisable by you as follows:

          You may  purchase  ___________  shares of the  Common  Stock for which
          options are herein granted on or after _______, ____ and an additional
          _____  shares of the Common Stock on or after each  successive  ______
          through ________, ________.

          Your right to exercise this option shall be cumulative.  The Committee
          may at any time  accelerate  the vesting of this  option.  This option
          shall  have a term of ten (10) years (the  "Term"),  provided  that it
          shall not be exercisable following your termination of employment from
          the Corporation and its Affiliates, except as provided herein.

(b)       If  required  by  the  Corporation  and  applicable  laws,  rules  and
          regulations,  prior  to  the  delivery  to  you  of a  certificate  or
          certificates  representing the shares of Common Stock purchased by you
          upon the exercise of this option,  you shall have  deposited  with the
          Corporation a non-disposition  letter (restricting  disposition by you
          of the shares of Common Stock) in form satisfactory to counsel for the
          Corporation.

(c)       In the event of any  change  in  corporate  capitalization,  such as a
          stock split or a corporate transaction, or any merger,  consolidation,
          separation,  including a spin-off,  or other  distribution of stock or
          property of the Corporation,  any reorganization  (whether or not such
          reorganization comes within the definition of such term in Section 368
          of  the  Code)  or  any  partial  or  complete   liquidation   of  the
          Corporation,  the  Committee  or Board may make such  substitution  or
          adjustments in the number,  kind and option price of shares subject to
          this option as it determines is  appropriate  to preserve the benefits
          of this option, and such determination shall be final.




(d)       If you  die  while  in the  employ  of the  Corporation  or any of its
          Affiliates  or  if  your  employment  with  the  Corporation  and  its
          Affiliates is  terminated by reason of permanent and total  disability
          (under  procedures  established by the  Committee),  this option shall
          become  immediately  exercisable  in full for a period of twelve  (12)
          months from the date of such  termination  or until the  expiration of
          the Term,  whichever period is the shorter, and shall terminate at the
          end of such period.

(e)       In the event your  employment  with the Corporation and its Affiliates
          is terminated by reason of Retirement,  this option,  to the extent it
          was exercisable at the time of such  Retirement,  shall continue to be
          exercisable  for a  period  of five  (5)  years  from the date of such
          termination or until the expiration of the Term,  whichever  period is
          the shorter, and shall terminate at the end of such period;  provided,
          however,  that if you die  within  such  period,  this  option  shall,
          notwithstanding  the  expiration  of  such  period,   continue  to  be
          exercisable  to the extent to which it was  exercisable at the time of
          your death for a period of twelve  (12)  months  from the date of your
          death or until the  expiration  of the Term,  whichever  period is the
          shorter, and shall terminate at the end of such period.

(f)       In the event your  employment  with the Corporation and its Affiliates
          is  terminated  for any reason other than death,  permanent  and total
          disability  (under   procedures   established  by  the  Committee)  or
          Retirement,  this option, to the extent it was exercisable at the time
          of such termination,  shall continue to be exercisable for a period of
          three  (3)  months  from the  date of such  termination  or until  the
          expiration  of the Term,  whichever  period is the shorter,  and shall
          terminate at the end of such period;  provided,  however,  that if you
          die  within  such  period,  this  option  shall,  notwithstanding  the
          expiration of such period, continue to be exercisable to the extent to
          which it was  exercisable  at the time of your  death  for a period of
          twelve (12) months from the date of your death or until the expiration
          of the Term,  whichever period is the shorter,  and shall terminate at
          the end of such period.

(g)       You may pay for shares  purchased  pursuant hereto  (together with any
          withholding taxes due with respect thereto) in cash or by check at the
          time of  exercise or with any other  legal  consideration  that may be
          acceptable  to the  Committee  in its sole  discretion  at the time of
          exercise.  The delivery to you of shares of Common Stock upon exercise
          of this  option  shall be  conditional  upon your  payment of, or your
          arrangement  which  is  acceptable  to the  Corporation  to  pay,  all
          required withholding taxes in connection with such exercise.

(h)       This option shall not be transferable  except:  by will or the laws of
          descent and distribution;  pursuant to a domestic  relations order, as
          defined in the Internal Revenue Code of 1986, as amended (the "Code"),
          or Title I of the Employee Retirement Income Security Act, as amended,
          or the  regulations  thereunder;  or as a gift to your family members,
          trusts for the benefit of your family  members or  charities  or other
          not-for-profit  organizations.  If you wish to transfer  your  option,
          contact the Corporation first for more information.

                                      -2-






(i)       In the event of any conflict between this Agreement and the Plan, this
          Agreement  shall  control.  In the  event  of any  ambiguity  in  this
          Agreement,  any term not defined in this Agreement,  or any matters as
          to which this Agreement is silent, the Plan shall govern.

(j)       In the event of your death,  your estate or legal  representative  may
          exercise this option to the extent then exercisable.

          When you  wish to  exercise  your  stock  option  in whole or in part,
          please  refer to the  provisions  of this  letter  and  correspond  in
          writing  with  the  Secretary  of  the  Corporation.  This  is  not an
          incentive stock option under Section 422A of the Code.

Very truly yours,





[Name]
[Title]







                                      -3-


                                             EXHIBIT 5.1

January 27, 1998

Cendant Corporation
707 Summer Street
Stamford, CT  06901

         RE:      Registration Statement on Form S-8

Gentlemen and Ladies:

I have  examined  the  Registration  Statement  on Form S-8  (the  "Registration
Statement")  to be  filed  by  Cendant  Corporation  (the  "Company")  with  the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended,  of 13,790,284  shares of common stock,  par
value $.01 per share,  of the Company  ("Common  Stock"),  reserved for issuance
under the Company's 1997 Employee Stock Plan (the "Plan").

In connection  with the  foregoing,  I have  examined,  among other things,  the
Registration Statement,  the Plan, and originals or copies,  satisfactory to me,
of all such corporate records and of all such agreements, certificates and other
documents  as I have deemed  relevant  and  necessary as a basis for the opinion
hereinafter  expressed.  In such examination,  I have assumed the genuineness of
all signatures,  the authenticity of all documents  submitted to me as originals
and the conformity with the original  documents of documents  submitted to me as
copies.  As to various  facts  material to such  opinion,  I have, to the extent
relevant facts were not independently  established by me, relied on certificates
of public  officials and  certificates and oaths and declarations of officers or
other representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion that:

1.       The Company is a corporation duly organized and validly existing under
         the laws of the State of Delaware; and

2.       The 13,790,284  shares of the Company's  Common Stock being  registered
         pursuant to the  Registration  Statement,  when issued  pursuant to the
         provisions of the Plan and upon payment of the purchase price therefor,
         will be duly authorized, validly issued, fully paid and non-assessable.

I hereby  consent to the  filing of a copy of this  opinion as an exhibit to the
Registration  Statement  and to the use of my name  wherever  appearing  in such
Registration Statement, including any amendment thereto.

Very truly yours,

/s/ Jeffrey A. Gershowitz

Jeffrey A. Gershowitz
Vice President




CENDANT CORPORATION
EXHIBIT 15.1-LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION



January 28, 1998



Shareholders and Board of Directors
Cendant Corporation (formerly "CUC International Inc.")



We are aware of the  incorporation  by reference in the  Registration  Statement
(Form S-8) of Cendant  Corporation  (formerly "CUC International  Inc.") for the
registration  of 13,790,284  shares of its common stock of our report dated June
13, 1997  relating to the unaudited  condensed  consolidated  interim  financial
statements of CUC International Inc. that is included in its Quarterly Report on
Form 10-Q for the quarter ended April 30, 1997.

Pursuant to Rule 436(c) of the  Securities  Act of 1933 our report is not a part
of the registration  statement  prepared or certified by accountants  within the
meaning of Section 7 or 11 of the Securities Act of 1933.



                                            /s/ Ernst & Young LLP

                                                ERNST & YOUNG LLP



Stamford, Connecticut








INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Cendant Corporation on Form S-8 of our report dated December 17, 1997, appearing
in the Current Report on Form 8-K of Cendant Corporation expected to be filed on
January 29, 1998.




/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Parsippany, New Jersey
January 28, 1998




                                             EXHIBIT 23.2






                     Consent of Independent Auditors

We consent to the use of our report  dated March 10,  1997,  with respect to the
consolidated  financial  statements  and  schedule  of  CUC  International  Inc.
incorporated by reference in the  Registration  Statement (Form S-8) and related
Prospectus of Cendant  Corporation  (formerly "CUC International  Inc.") for the
registration of 13,790,284 shares of its common stock.



                                                /s/ ERNST & YOUNG LLP
                                                 ERNST & YOUNG LLP

Stamford, Connecticut
January 28, 1998



                                                       EXHIBIT 23.3




INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Cendant Corporation on Form S-8 of our report dated March 31, 1997 (May 27, 1997
as to Note 2a,  and April  30,  1997 as to Note 2b),  appearing  in the  Current
Report on Form 8-K of HFS Incorporated dated July 15, 1997.




/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Parsippany, New Jersey
January 28, 1998


                                                      EXHIBIT 23.4

The Board of Directors

PHH Corporation:



We consent to the inclusion of our report dated April 30, 1997,  with respect to
the  consolidated  balance  sheets  of PHH  Corporation  and  subsidiaries  (the
"Company")   at  December  31,  1996  and  January  31,  1996  and  the  related
consolidated statements of income,  stockholders' equity, and cash flows for the
year ended  December 31, 1996 and each of the years in the two year period ended
January 31, 1996,  which report  appears in the Form 8-K of Cendant  Corporation
dated January 28, 1998.

Our report  contains  an  explanatory  paragraph  that  states  that the Company
adopted the provisions of Statement of Financial  Accounting  Standards No. 122,
"Accounting for Mortgage Servicing Rights," in the year ended January 31, 1996.



                                            /s/ KPMG Peat Marwick LLP

                                                KPMG Peat Marwick LLP



Baltimore, Maryland
January 28, 1998

                                                       EXHIBIT 23.5




INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Cendant Corporation on Form S-8 of our report dated June 24, 1996,  appearing in
the Current Report on Form 8-K of Cendant Corporation expected to be filed on 
January 29, 1998.




/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Seattle, Washington
January 28, 1998




                                                                EXHIBIT 23.6

                        Consent of Independent Auditors



The Board of Directors
Cendant Corporation



We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Cendant  Corporation  pertaining  to the  Cendant  Corporation  1997
Employee Stock Plan, of our report dated February 21, 1996,  with respect to the
consolidated balance sheet of Davidson & Associates, Inc. and subsidiaries as of
December  31,  1995  and  the  related  consolidated   statements  of  earnings,
shareholders'  equity, and cash flows and related schedule for each of the years
in the two year period ended December 31, 1995.

                            /s/ KPMG Peat Marwick LLP

Long Beach, California
January 27, 1998

                                                    EXHIBIT 23.7


CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of Cendant Corporation (formerly "CUC International Inc.")
of our report dated  February 2, 1996,  relating to the  consolidated  financial
statements of Ideon Group, Inc., which appears in the Annual Report on Form 10-K
of CUC International Inc. for the year ended January 31, 1997.



/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP
Tampa, Florida
January 28, 1998