FILED PURSUANT TO RULE 424(b)(3)
                                                   S.E.C. FILE NUMBER 333-23063


FIFTH SUPPLEMENT TO PROSPECTUS
July 17, 1999
(TO PROSPECTUS DATED SEPTEMBER 18, 1997)

The Prospectus dated September 18, 1997, as supplemented through the date hereof
(the  "Prospectus"),  relating to the offer and sale,  from time to time, by the
Selling Securityholders listed therein of up to $550,000,000 aggregate principal
amount of 3% Convertible  Subordinated Notes Due February 15, 2002 (the "Notes")
of Cendant  Corporation  (the  "Company") and up to 17,959,205  shares of common
stock, $.01 par value of the Company,  issuable upon conversion of the Notes, is
hereby supplemented as follows:

We urge you to carefully read the "Risk Factor" section  appearing on page S-2 ,
where we describe specific risks associated with the Notes.

The  following   entities  are  hereby  named  as  Selling   Securityholders  as
contemplated on page 29 of the Prospectus:

                                         PRINCIPAL AMOUNT             NUMBER OF
                                         OF NOTES COVERED        SHARES COVERED
      SELLING SECURITYHOLDER           BY THIS PROSPECTUS    BY THIS PROSPECTUS
- --------------------------------     --------------------   -------------------

McMahan Securities Company, L.P.         $     608,000            19,853
1 World Financial Center
New York, NY  10281

Merrill Lynch Pierce Fenner and          $       5,000a              163a
  Smith Inc.
101 Hudson Street, 10th Floor
Jersey City, NJ  07302-3997

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

a Principal Amount of Notes and Number of Shares  represented in this Supplement
by this  Selling  Securityholder  is in  addition  to those Notes and Shares set
forth  with  respect  to  this  Selling  Securityholder  in the  Prospectus,  as
supplemented through the date hereof.






                                   RISK FACTOR

           You should carefully read the following risk factor before purchasing
any Notes.

Discovery of Accounting Irregularities and Related Litigation and SEC
Investigation

           On April 15, 1998,  we announced  that in the course of  transferring
responsibility  for the  Company's  accounting  functions  from the  former  CUC
International  Inc.  ("CUC")  personnel  to  former  HFS  Incorporated   ("HFS")
accounting  personnel  and  preparing  for the  reporting of first  quarter 1998
financial  results,  we  discovered  accounting  irregularities  in certain  CUC
business units. As a result, upon discovering such accounting  irregularities in
certain former CUC business units, the Audit Committee of our Board of Directors
and  its  counsel,   assisted  by  auditors,   immediately  began  an  intensive
investigation  that resulted,  in part, in us restating our previously  reported
financial results for 1997, 1996 and 1995.

           As a result of these accounting irregularities, more than 70 lawsuits
claiming  to be class  action  lawsuits,  two  lawsuits  claiming  to be brought
derivatively  on our behalf and several  individual  lawsuits have been filed in
various courts against us and other  defendants,  asserting various claims under
the  federal  securities  laws and  certain  state  statutory  and common  laws,
including claims that our previously issued financial  statements allegedly were
false and  misleading  and that we allegedly know or should have known that they
caused the price of our securities to be artificially inflated. In addition, the
staff of the SEC and the United  States  Attorney for the District of New Jersey
are conducting  investigations  relating to the accounting issues. The SEC Staff
has  advised  the  Company  that  its  inquiry  should  not be  construed  as an
indication  by the SEC or its staff that any  violations  of law have  occurred.
Please see the Company's Annual Report on Form 10-K/A for the fiscal year ending
December 31, 1998.

           We do not believe  that it is feasible  to predict or  determine  the
final outcome of these  proceedings or investigations or to estimate the amounts
or potential  range of loss with respect to the resolution of these  proceedings
or  investigations.  In  addition,  the  timing of the final  resolution  of the
proceedings is uncertain.  The possible outcome or resolution of the proceedings
could  include  a  judgment  against  us  or  a  settlement  and  could  require
substantial  payments by us. In addition,  the timing of the final resolution of
the proceedings or investigations is uncertain. We believe that material adverse
outcomes  with  respect  to such  proceedings  or  investigations  could  have a
material  impact on our  financial  condition,  results of  operations  and cash
flows.