SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    Form 8-K
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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


                           May 25, 1999 (May 24, 1999)
               (Date of Report (date of earliest event reported))


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


         Delaware                    1-10308                      06-0918165
(State or other jurisdiction   (Commission File No.)          (I.R.S. Employer
   of incorporation or                                    Identification Number)
     organization)

    9 West 57th Street
        New York, NY                                              10019
  (Address of principal                                         (Zip Code)
     executive office)


                                 (212) 413-1800
              (Registrant's telephone number, including area code)



                                      None
       (Former name, former address and former fiscal year, if applicable)















Item 5.  Other Events


         References to "Cendant",  "we" and "our" means Cendant  Corporation and
its subsidiaries.

         On  May  24,  1999,  we  announced  that  we  completed  our  strategic
realignment  previously  announced in December 1998 and, after careful study and
analysis,  our board of directors  and  management  have clearly and  definitely
articulated Cendant's core operations.

         Our core operations going forward will include the following divisions:
Travel  (lodging  franchisor,  car rental  (Avis)  franchisor  and our  vacation
exchange  service,  Resort  Condominiums   International  -  RCI);  Real  Estate
(residential real estate brokerage franchisor,  relocation and mortgage, Welcome
Wagon/GETKO,  and our recently announced residential real estate services portal
on the Internet);  Direct Marketing (Netmarket Group,  individual membership and
insurance/wholesale)  and Other  Consumer and Business  Services  (NCP,  Jackson
Hewitt Tax Service,  and Wizcom). In addition,  we will continue to leverage the
Internet  as a utility  for the  marketing  and  distribution  of  products  and
services within its core operations.

         We also  announced that Avis Rent A Car, Inc. has executed an agreement
with us to acquire our Fleet  segment  which  includes  PHH  Vehicle  Management
Services  Corporation,  Cendant  Business Answers (Europe) PLC; The Harpur Group
Ltd.; and Wright Express  Corporation for $1.44 billion in cash and $360 million
in  Convertible  Preferred  Stock.  The  transaction  is  subject  to  customary
regulatory  approvals  and is expected to close on or about June 30,  1999.  The
transaction follows a competitive bidding process (auction)  undertaken by Chase
Securities Inc.,  Cendant's sole financial  advisor.  In 1998, the Fleet segment
reported net revenues of $387.4  million and EBITDA of $173.8  million.  We will
record an after-tax  gain of  approximately  $750 million from the  transaction.
Total proceeds after taxes and expenses are estimated at $1.7 billion.

         We also  announced  that  the  completion  of our  strategic  alignment
contemplates the sale of our Entertainment  Publications,  Inc. subsidiary,  our
Green Flag unit and other additional non-core asset sales.

         Reference is made to Exhibit 99.1 herein,  which is incorporated herein
by reference in its entirety.


Item 7.  Exhibits

Exhibit
   No.            Description

99.1              Press release:  Cendant Corporation  Announces  Completion Of
                  Its Strategic Realignment And Articulates Its Core Operations,
                  dated May 24, 1999.





                                    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/  Jeanne Murphy
                                           Jeanne Murphy
                                           Senior Vice President and
                                           Corporate Counsel


Date:  May 25, 1999






                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                    Report Dated May 25, 1999 (May 24, 1999)



                                  EXHIBIT INDEX


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

99.1              Press release: Cendant Corporation Announces Completion Of Its
                  Strategic Realignment And Articulates Its Core Operations,
                  dated May 24, 1999.





EXHIBIT 99.1

                                                       FOR IMMEDIATELY RELEASE


    CENDANT CORPORATION ANNOUNCES COMPLETION OF ITS STRATEGIC REALIGNMENT AND
                        ARTICULATES ITS CORE OPERATIONS

              Avis Rent A Car, Inc. Agrees to Acquire the Company's
              Fleet Segment for $1.8 Billion; Gain of $750 Million

             Company Also Intends to Sell Green Flag Unit and Other
                                Non-Core Assets;
          $1.0 Billion to $1.5 Billion In Additional Proceeds Expected

            Proceeds To Be Used Primarily to Repurchase Cendant Stock

         New York,  NY,  May 24,  1999 -  Cendant  Corporation  (NYSE:CD)  today
announced that it has completed its strategic  realignment  previously announced
in December 1998 and,  after careful study and analysis,  its board of directors
and  management  have clearly and  definitively  articulated  the Company's core
operations.

         The Company stated that its core operations  going forward will include
the  following  divisions:   Travel  (lodging  franchisor,   car  rental  (Avis)
franchisor and the Company's  vacation  exchange  service,  Resort  Condominiums
International - RCI); Real Estate (residential real estate brokerage franchisor,
relocation  and  mortgage,  Welcome  Wagon/GETKO,  and  the  Company's  recently
announced  residential  real estate  services  portal on the  Internet);  Direct
Marketing (Netmarket Group, individual membership and  insurance/wholesale)  and
Other  Consumer and Business  Services  (NCP,  Jackson  Hewitt Tax Service,  and
Wizcom).

         In  addition,  Cendant  will  continue  to leverage  the  Internet as a
utility for the marketing and  distribution  of products and services within its
core operations.

         The Company's  core  operations  are estimated by Wall Street to report
revenues of  approximately $5 billion and EBITDA of about $2 billion in the year
2000 the Company said.

     Cendant Chairman, President and CEO, Henry R. Silverman stated: "Cendant is
a vibrant,  growing and financial  strong  company.  With the  completion of our
strategic  realignment,  Cendant  is now a company  that has  well-defined  core
competencies and is positioned to create value for shareholders."





Cendant's Strategic Realignment Program Is Comprised of Three Phases

         Phase One:

         In phase one, the Company has sold Cendant Software,  Hebdo Mag, Essex,
National Leisure Group,  National Library of Poetry,  and announced the proposed
sale of Match.Com,  for net proceeds of  approximately  $1.4  billion.  With the
proceeds of the sale of this first trance of assets, coupled with cash flow from
operations and a $1.55 billion bond offering in autumn 1998, the Company reduced
its  outstanding  shares by 91 million shares (11%),  repaid all short-term debt
and reduced total debt outstanding by $700 million.

         Phase Two:

         The second phase includes the following specific actions:

         Avis Rent A Car, Inc. has executed an agreement with Cendant to acquire
the  Company's  Fleet  segment which  includes PHH Vehicle  Management  Services
Corporation,  Cendant  Business Answers (Europe) PLC; The Harpur Group Ltd.; and
Wright  Express  Corporation  for  $1.44  billion  in cash and $360  million  in
Convertible  Preferred Stock. The transaction is subject to customary regulatory
approvals and is expected to close on or about June 30. The transaction  follows
a competitive  bidding process  (auction)  undertaken by Chase  Securities Inc.,
Cendant's sole financial advisor.

         In 1998, the Fleet segment  reported net revenues of $387.4 million and
EBITDA of $173.8 million.

         The Company will record an after-tax gain of approximately $750 million
from the  transaction.  Total proceeds after taxes and expenses are estimated at
$1.7 billion.

         "A key  residual  benefit  of the  Fleet  acquisition  by  Avis is that
Cendant's potential  fully-diluted  interest in Avis increases from 19% to about
34%,  which  enables  Cendant to share in the upside growth  synergies  realized
through the  Avis/Fleet  combination,"  Cendant Vice Chairman  Stephen P. Holmes
said.

         Phase Three:

         The  third  phase,   which   completes   the   strategic   realignment,
contemplates  the sale of Entertainment  Publications,  the Company's Green Flag
unit and other additional non-core asset sales.





         The   Company  has  engaged   Merrill   Lynch  to  consider   strategic
alternatives  for Green Flag,  its UK roadside  assistance  unit,  including the
possible sale of that business.  When the Company  purchased Green Flag in 1998,
it saw certain synergies with its UK Fleet operations. Due to the disposition of
these  operations,  Green  Flag is no longer a  strategic  asset.  However,  the
Company said it has made a definitive  decision to retain it other UK businesses
including its National Car Parks unit, although it may continue to sell portions
of NCP's real estate  portfolio.  Green Flag reported  revenues of approximately
$190  million and EBITDA of about $19 million in the eight months of 1998 during
which it was owned by Cendant.

         Cendant also announced  that it intends to sell the following  non-core
assets:  Central  Credit,  Global Refund,  North American  Outdoor Group,  Spark
Services and NUMA.  In the  aggregate,  1998  revenues and EBITDA for these five
business units were approximately $316 million and $34 million, respectively.

         Cendant  anticipates  that the completion of the Fleet  disposition and
the execution of the third phase  described  above will provide about $3 billion
in  proceeds.  The  Company  intends to utilize the net cash  proceeds  from the
disposition  of these assets  primarily to  repurchase  its stock in open market
transactions  and/or through a self-tender  on a Dutch Auction basis,  depending
upon the amount of proceeds  and timing of the  transactions.  The  transactions
will  be  consistent  with  Cendant  articulated  goal of a 40%  debt  to  total
capitalization ratio.

         As a result of the  disposition  of the Fleet  business and other asset
sales,  the  classification  of  Entertainment  Publications  as a  discontinued
operation,  and the seasonality of certain units being sold, the Company expects
the EPS may be reduced  by $0.02 to $0.03 in 1999.  The  earnings  impact of the
transaction should reverse in 2000,  reflecting the full-year  deployment of the
funds in 1999.

         Cendant's PHH finance  subsidiary is a separate SEC registrant and will
retain ownership of the PHH name. The Fleet  management  business being acquired
by Avis will  continue  to  utilize  the PHH  Vehicle  Management  name under an
agreement  with  Cendant's  PHH  subsidiary.  Following  the  completion  of the
transaction,  Cendant's PHH subsidiary will operate in two segments,  relocation
and mortgage operations.

         The Fleet  disposition  has been  structured  to  enhance  the  capital
structure of the remaining PHH operations by reducing its debt  outstanding  and
improving its debt to equity ratio.  Cendant remains  committed to the financial
strength  and  independent  financial  operation  of these  subsidiaries  and to
maintaining PHH's current commercial paper ratings.  The relocation and mortgage
subsidiaries will continue to operate with the "firewall"  provisions of the PHH
debt  structure.  The transaction  conforms with all  requirements of PHH's bank
credit agreements and debt indentures.





         Statements  about future  results  made in this release may  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  Act  of  1995.   These  statements  are  based  on  current
expectations  and the current  economic  environment.  The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties  that are difficult to predict.  Actual results could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements.  Important  assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking statements
are  specified in the  Company's  Annual  Report on Form 10-K for the year ended
December  31,  1998,  including  the  resolution  of the  pending  class  action
litigation  against the Company and the Company's  ability to implement its plan
to divest non-strategic assets.

         Cendant  Corporation  is a global  provider  of consumer  and  business
services.  The Company's core competencies  include building  franchise systems,
providing outsourcing solutions and direct marketing.  As a franchisor,  Cendant
is  the  world's  largest  franchisor  of  hotels,  rental  car  agencies,   tax
preparation  services and real estate brokerage offices. The real estate segment
also includes Welcome  Wagon/GETKO and the Company's new residential real estate
services portal on the Internet. As a provider of outsourcing solutions, Cendant
is the world's largest vacation exchange  service;  a major provider of mortgage
services to consumers  and the global leader in employee  relocation.  In direct
marketing,  Cendant provides access to insurance,  travel,  shopping,  auto, and
other services,  primarily to customers of its affinity partners. Other business
units  include  NCP,  the UK's largest  private car park  operator,  and Wizcom.
Headquartered  in New York,  NY the Company has more than 30,000  employees  and
operates in over 100 countries.  More information  about Cendant,  its companies
and brands may be  obtained by visiting  our Web site at  www.cendant.com  or by
calling 877-4INFO-CD (877-446-3623).


Media Contact:                                                Investor Contacts:
Elliot Bloom                                                  Denise Gillen
212-413-1832                                                  212-413-1833

U.K. Media:                                                   Sam Levenson
Nick Miles                                                    212-413-1834
Financial Dynamics
(011 44 171) 831-3113

                                                       # # #