SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  FORM 8-A

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NO. 1-10308

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


            Delaware                               06-0918165
- --------------------------------------     ----------------------------------
State of incorporation of Organization     I.R.S. Employer Identification No.:

      Cendant Corporation
      9 West 57th Street
      New York, NY                                  10019
- ---------------------------------------          ----------
(Address of Principal Executive Office)          (Zip Code)


      If this Form relates to the           If this Form relates to the
      registration of a class of            registration of a class of
      securities pursuant to                securities pursuant to
      Section 12(b) of the Exchange         Section 12(g) of the Exchange
      Act and is effective pursuant to      Act and is effective pursuant to
      the general Instruction A.  (c)       the general Instruction A. (d)
      please check the following box.|_|    please check the following box.|X|


Securities to be registered pursuant to Section 12(b) of the Act:

      Title of Each Class               Name of Each Exchange on Which
      to be so Registered               Each Class is to be Registered
      -------------------               ------------------------------
      Rights                            New York Stock Exchange



               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.     Description of Registrant's Securities to be Registered.

            The classes of securities to be registered hereby are the
Rights of Cendant Corporation, a Delaware corporation (the "Company").

            For a description of the Rights, reference is made to the
Registration Statement on Form S-3 of Cendant Corporation, among other
registrants (Registration No. 333-78447), filed with the Securities and
Exchange Commission on May 14, 1999 and Amendment No. 1 thereto, filed with
the Securities and Exchange Commission on July 12, 1999 (as so amended, the
"Registration Statement"), and the form of a prospectus included therein,
which description is incorporated herein by reference. Definitive copies of
the prospectus and of a prospectus supplement which contains a description
of the Rights will be filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, and shall be incorporated by reference into this
Registration Statement on Form 8-A.

Item 2.     Exhibits

            1.    Form of Rights Agreement, between Cendant Corporation and
                  Bank One Trust Company, N.A.

            2.    Form of Rights Certificate. (included as an exhibit to
                  Exhibit 1 hereto)

            3.    Senior Indenture to be entered into by the Company and
                  The Bank of Nova Scotia Trust Company of New York, as
                  Trustee. (incorporated by reference to Exhibit 4.2 to the
                  Company's Form S-3 Registration Statement No. 333-45227)

            4.    Form of Amended and Restated Declaration of Trust,
                  between James E. Buckman and Michael P. Monaco as Regular
                  Trustees, Cendant Corporation and Wilmington Trust
                  Company as Institutional Truste. (incorporated herein by
                  reference to Exhibit 4.6 to the Registration Statement)

            5.    Form of Preferred Securities Guarantee Agreement, among
                  Wilmington Trust Company as Institutional Trustee and
                  Cendant Corporation. (incorporated herein by reference to
                  Exhibit 4.7 to the Registration Statement)

            6.    Form of Purchase Contract Agreement, between Cendant
                  Corporation and Bank One Trust Company, N.A., as Purchase
                  Contract Agent. (incorporated herein by reference to
                  Exhibit 4.8 to the Registration Statement)

            7.    Form of Pledge Agreement, among Cendant Corporation, The
                  Chase Manhattan Bank, as Collateral Agent, and Bank One
                  Trust Company, N.A., as Purchase Contract Agent.
                  (incorporated herein by reference to Exhibit 4.9 to the
                  Registration Statement)

            8.    Form of Second Supplemental Indenture, among Cendant
                  Corporation and The Bank of Nova Scotia Trust Company of
                  New York as Indenture Trustee. (incorporated herein by
                  reference to Exhibit 4.10 to the Registration Statement)

            9.    Form of Senior Debenture. (incorporated herein by
                  reference to Exhibit 4.11 to the Registration Statement)

            10.   Form of Preferred Security Certificate. (incorporated
                  herein by reference to Exhibit 4.12 to the Registration
                  Statement)

            11.   Form of Income PRIDES Certificate. (incorporated herein by
                  reference to Exhibit 4.13 to the Registration Statement)

            12.   Form of Growth PRIDES Certificate. (incorporated herein by
                  reference to Exhibit 4.14 to the Registration Statement)



                                 SIGNATURE

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                            CENDANT CORPORATION

Dated:  September 22, 1999                By: /s/ Eric J. Bock
                                              ---------------------
                                                Eric J. Bock, Esq.
                                                Vice President-Legal










                                    FORM OF

                               RIGHTS AGREEMENT


                                    BETWEEN


                              CENDANT CORPORATION


                                      AND



                          BANK ONE TRUST COMPANY, N.A

                     RIGHTS TO PURCHASE NEW FELINE PRIDES



                                          ,1999





                              RIGHTS AGREEMENT


           This RIGHTS AGREEMENT (the "Agreement") is dated as of
 1999, between Cendant Corporation, a Delaware corporation (the "Company"),
 and Bank One Trust Company, N.A., a national banking association, as
 Rights Agent and Transfer Agent (the "Rights Agent" and the "Transfer
 Agent").


                                  RECITALS

           WHEREAS, the Company has entered a certain Stipulation and
 Agreement of Compromise and Settlement dated as of March 17, 1999 (the
 "Settlement Agreement") under which the Company is obligated to issue up to
 29,161,474 Rights (the "Rights") entitling each holder thereof to two New
 FELINE PRIDES for every three Rights delivered with two Current FELINE
 PRIDES; and

           WHEREAS, the Rights Agent, at the request of the Company, has
 agreed to act as the agent of the Company in connection with the issuance,
 registration, transfer, exchange and exercise of the Rights;

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


                                 AGREEMENT

      1.   Certain Definitions

           For purposes of this Agreement, the following terms have the
 meanings indicated:

           (a)  "Current FELINE PRIDES" mean the Income PRIDES ("Current
 Income PRIDES") and Growth PRIDES ("Current Growth PRIDES") that were
 issued pursuant to a prospectus and prospectus supplement, dated February
 23, 1998, and February 24, 1998, respectively.

           (b)  "New FELINE PRIDES" mean the new Income PRIDES (the "New
 Income PRIDES") and new Growth PRIDES (the "New Growth PRIDES") to be
 issued pursuant to the Settlement Agreement.  Each new Income PRIDES will
 consist of a purchase contract (a "Purchase Contract") to purchase shares
 of common stock of the Company, $.01 par value per share (collectively, the
 "Common Stock") and a trust originated preferred security equal to $50 (the
 "Preferred Security") representing a preferred undivided beneficial
 interest in the assets of Cendant Capital II, a statutory business trust
 formed under the Business Trust Act of the State of Delaware (the "Delaware
 Business Trust Act").  Each New Growth PRIDES will consist of a Purchase
 Contract and a 1/20 interest in a U.S. Treasury Security maturing on
 February 15, 2001, with a face amount at maturity of $1,000 (a "Treasury
 Security").

           (c)  "Additional FELINE PRIDES" mean the additional Income PRIDES
 (the "Additional Income PRIDES") and additional Growth PRIDES (the
 "Additional Growth PRIDES") to be issued pursuant to the Settlement
 Agreement.  Each Additional Income PRIDES will consist of a Purchase
 Contract and a Preferred Security.  Each Additional Growth PRIDES will
 consist of a Purchase Contract and a Treasury Security.

           (d)  "Special FELINE PRIDES" mean the special Income PRIDES (the
 "Special Income PRIDES")  and special Growth PRIDES (the "Special Growth
 PRIDES") to be issued pursuant to the Settlement Agreement.  Each Special
 Income PRIDES will consist of a Purchase Contract and a trust originated
 preferred security equal to $50 representing a preferred undivided
 beneficial interest in the assets of Cendant Capital III, Cendant Capital
 IV and Cendant Capital V, each a statutory business trust formed under the
 Business Trust Act of the State of Delaware (the "Delaware Business Trust
 Act").  Each Special Growth PRIDES will consist of a Purchase Contract and
 a Treasury Security.

           (e)  "FELINE PRIDES" shall mean, as the context requires, the
 Current FELINE PRIDES, Additional FELINE PRIDES and Special FELINE PRIDES.

           (f)  "Income PRIDES" shall mean, as the context requires, the
 Current Income PRIDES, Additional Income PRIDES and Special Income PRIDES.

           (g)  "Growth PRIDES" shall mean, as the context requires, the
 Current Growth PRIDES, Additional Growth PRIDES and Special Growth PRIDES.

           (h)  "Distribution Date" means the date of distribution of the
 Rights, which will be no later than five (5) business days from the date on
 which each and all of the conditions in Section VI of the Settlement
 Agreement, set forth in Exhibit B hereof, have been satisfied.

   2.   Appointment of Rights Agent.

        The Company hereby appoints the Rights Agent to act as agent for
 the Company in accordance with the instructions hereinafter set forth; and
 the Rights Agent hereby accepts such appointment, upon the terms and
 conditions hereinafter set forth.

   3.   Amount Issued.

        Pursuant to the Settlement Agreement and subject to the provisions
 of this Agreement, the Company shall issue up to 29,161,474 transferable
 Rights enabling each holder thereof to exchange two Current, Additional or
 Special FELINE PRIDES and three Rights for two New FELINE PRIDES.

   4.   Form of Rights Certificates.

        The Rights shall be evidenced by certificates (the "Rights
 Certificates") to be delivered pursuant to this Agreement, in registered
 form only. The Rights Certificates and the forms of election to exchange
 and of assignment to be printed on the reverse thereof shall be in
 substantially the form set forth in Exhibit A hereto together with such
 appropriate insertions, omissions, substitutions and other variations as
 are required or permitted by this Agreement, and may have such letters,
 numbers or other marks of identification and such legends or endorsements
 placed thereon as may be required to comply with any law or with any rules
 made pursuant thereto or with any rules of any securities exchange, any
 agreement between the Company and any holder of a Right, or as may,
 consistently herewith, be determined by the officers executing such Rights
 Certificates, as evidenced by their execution of such Rights Certificates.

   5.   Execution of Rights Certificates.

        Rights Certificates shall be signed on behalf of the Company by its
 Chairman, President, a Vice President or its Treasurer and attested by its
 Secretary or Assistant Secretary.  If the Rights Agent manually
 countersigns such Rights Certificates on behalf of the Company, each such
 signature upon the Rights Certificates may be in the form of a facsimile
 signature of the current or any future Chairman, President, Vice President,
 Treasurer, Secretary or Assistant Secretary and may be imprinted or
 otherwise reproduced on the Rights Certificates and for that purpose the
 Company may adopt and use the facsimile signature of any person who shall
 have been Chairman, President, Vice President, Treasurer, Secretary or
 Assistant Secretary, notwithstanding the fact that at the time the Rights
 Certificates shall be delivered or disposed of, such person shall have
 ceased to hold such office.

        If any officer of the Company who shall have signed any of the
 Rights Certificates shall cease to be such officer before the Rights
 Certificates so signed shall have been delivered by the Rights Agent or
 disposed of by the Company, such Rights Certificates nevertheless may be
 delivered or disposed of as though such person had not ceased to be such
 officer of the Company; and any Rights Certificate may be signed on behalf
 of the Company by any person who, at the actual date of the execution of
 such Rights Certificate, shall be a proper officer of the Company to sign
 such Rights Certificate, notwithstanding that on the date of the execution
 of this Agreement any such person was not such officer.

   6.   Issue of Rights Certificates.

        As soon as practicable after the Distribution Date, the Rights
 Agent will send by first-class, insured, postage prepaid mail, to each
 person set forth on the list provided by the Company, at the address of
 such holder as shown on the records of the Company, a Rights Certificate,
 evidencing the number of Rights set forth on such list.  As of and after
 the Distribution Date, the Rights will be evidenced solely by such Rights
 Certificates.

   7.   Registration of Rights Certificate

        The Rights Certificates shall be numbered and shall be registered
 in a register (the "Rights Register") to be maintained by the Rights Agent.
 The Company and the Rights Agent may deem and treat the registered holder
 of a Rights Certificate as the absolute owner thereof (notwithstanding any
 notation of ownership or other writing thereon made by anyone), for the
 purpose of any exercise thereof or any distribution to the holder thereof
 and for all other purposes, and neither the Company nor the Rights Agent
 shall be affected by any notice to the contrary.

   8.   Registration of Transfers and Exchanges.

        Until the Close of Business on the Expiration Date (as hereinafter
 defined), the Rights Agent shall from time to time register the transfer of
 any outstanding Rights Certificates in the Rights Register, upon surrender
 of such Rights Certificates, duly endorsed, and, if not surrendered by or
 on behalf of an Original Holder of Rights Certificates accompanied by a
 written instrument or instruments of transfer in form satisfactory to the
 Rights Agent, duly signed by the registered holder or holders thereof or by
 the duly appointed legal representative thereof or by a duly authorized
 attorney, such signature to be guaranteed by an "eligible guarantor
 institution" as defined under Rule 17Ad-15 promulgated under the Securities
 Exchange Act of 1934, as amended. Upon any such registration of transfer, a
 new Rights Certificate shall be issued to the transferee.

        Rights Certificates may be exchanged at the option of the holder or
 holders thereof, when surrendered to the Rights Agent at its offices or
 agency maintained in [                ] (or at such other offices or
 agencies as may be designated by the Agent) for the purpose of exchanging,
 transferring and exercising the Rights, (a "Rights Agent Office,") or at
 the offices of any successor Rights Agent as provided in Section 20 hereof,
 for another Rights Certificate or other Rights Certificates of like tenor
 and representing in the aggregate a like number of Rights.

   9.   Duration and Exercise of Rights; Rights Price.

        (a)  The Rights shall expire at 5:00 p.m. Eastern Standard Time
 (the "Close of Business") on February 14, 2001 (the "Expiration Date").
 Until the Close of Business on the Expiration Date, the Rights may be
 exercised on any business day. After the Close of Business on the
 Expiration Date, the Rights will become void and of no value and all
 related Company obligations shall expire.

        (b)  (i)  Subject to the terms of this Agreement, each holder of
   Rights shall have the right, from the time the Rights are distributed
   until the Close of Business on the Expiration Date, to purchase from the
   Company upon exercise of three Rights, for a consideration consisting of
   two Income PRIDES, two New Income PRIDES, upon surrender to the Company,
   at the principal office of the Rights Agent, of the instruments
   specified in paragraph (c) below.  In order to exercise Rights, the
   record owner of the Rights and the Income PRIDES tendered in connection
   therewith must be identical.

             (ii) Notwithstanding the foregoing, no holder of Rights will
   be entitled to exercise such Rights for New Growth PRIDES unless (i)
   such holder received Rights as part of the original distribution of
   the Rights, as evidenced by its inclusion on the list supplied by the
   Company pursuant to Section 6 and the number of Rights to be exercised
   for New Growth PRIDES doe not exceed, together with all other Rights
   so exercised by such holder,  the number of Rights originally
   distributed to such holder or (ii) the Company otherwise agrees.  If a
   holder of Rights who is not entitled to exercise Rights for Growth
   PRIDES attempts to so exercise Rights, the Rights certificate shall be
   returned to such holder as soon as practicable with a notice of
   rejection.

        (c)  A Rights holder shall exercise such holder's right to exchange
 Rights and Current FELINE PRIDES for New FELINE PRIDES:

             (i)  by depositing with the Rights Agent at the Rights Agent
   Office the Rights Certificate evidencing such Rights with the form of
   election to purchase on the reverse thereof duly completed and signed
   by the registered holder or holders thereof or by the duly appointed
   legal representative thereof or by a duly authorized attorney.  Such
   signature shall be guaranteed in the manner described in Section 8
   hereof unless (1) the form of Election provides that the New FELINE
   PRIDES are to be delivered directly to the record owner of those
   Rights, or (2) the Rights Certificate is submitted for the account of
   a member firm of a registered national securities exchange or a member
   of the National Association of Securities Dealers, Inc., or a
   commercial bank or trust company having an office or correspondent in
   the United States, and

             (ii) by depositing with the Rights Agent at a Rights Agent
   Office the FELINE PRIDES certificate representing the requisite amount
   of  FELINE PRIDES or by effecting a book entry transfer of the
   requisite amount of FELINE PRIDES;

        (d)  Once a Rights holder exercises such holder's Rights, such
 exercise may not be revoked.

        (e)  The Rights evidenced by a Rights Certificate shall be
 exercisable, at the election of the registered holder thereof, in whole or
 in part from time to time up to an aggregate amount equal to the number of
 Rights specified in the Rights Certificate. If less than all of the Rights
 evidenced by a Rights Certificate surrendered upon the exercise of Rights
 are exercised at any time prior to the Expiration Date, a new Rights
 Certificate or Certificates shall be issued for the number of Rights
 evidenced by the Rights Certificate so surrendered that have not been
 exercised.

        (f)  The Rights Agent shall account promptly to the Company with
 respect to Rights exercised.

        (g)  If either the number of Rights being exercised is not
 specified on a Rights Certificate, or the number of FELINE PRIDES is not
 sufficient to pay the full aggregate consideration for all New FELINE
 PRIDES stated to be subscribed for, the Rights holder will be deemed to
 have exercised the maximum number of Rights that could be exercised for the
 consideration delivered by such Rights holder. If the consideration
 delivered by the Rights holder exceeds the aggregate consideration for the
 number of Rights evidenced by the Rights Certificate(s) delivered by such
 Rights holder, the consideration will be applied to subscribe for New
 FELINE PRIDES up to the maximum payment required for use of all evidenced
 Rights. Any excess consideration remaining after the foregoing allocation
 will be returned to the Rights holder.

        (h)  The consideration for the New FELINE PRIDES shall be paid as
 follows: (i) if the registered holder of Rights Certificates uses Current
 FELINE PRIDES as part of the consideration for the New FELINE PRIDES, the
 consideration shall be paid directly to the Rights Agent; (ii) if the
 registered holder of Rights Certificates uses Additional or Special FELINE
 PRIDES as part of the consideration for the New FELINE PRIDES, the
 consideration shall be paid to Merrll Lynch & Co., as broker-dealer, which
 shall forward such consideration to the Rights Agent.  In either case, the
 Rights Agent shall deliver the New FELINE PRIDES directly to such
 registered holder of Rights Certificates.

        (i)  The Company covenants that all New FELINE PRIDES issued upon
 exercise of the Rights will, upon issuance in accordance with the terms of
 this Agreement, be fully paid and nonassessable and free from all liens,
 charges and security interests created by or imposed upon the Company with
 respect to the issuance thereof.

   10.  Cancellation of Rights.

        If the Company shall purchase or otherwise acquire Rights, the
 Rights Certificates representing such Rights shall thereupon be delivered
 to the Rights Agent and be canceled by it and retired. The Rights Agent
 shall cancel all Rights Certificates surrendered for exchange,
 substitution, transfer or exercise in whole or in part.

   11.  Payment of Taxes.

        The Company shall pay all documentary stamp taxes attributable to
 the initial issuance of Rights, New FELINE PRIDES, Additional FELINE PRIDES
 and Special FELINE PRIDES; provided, however, that the Company shall not be
 required to pay any tax or taxes which may be payable in respect of any
 transfer involved in the issue of any Rights Certificates or any
 certificates for New FELINE PRIDES, Additional FELINE PRIDES or Special
 FELINE PRIDES in a name other than the registered Holder of a Rights
 Certificate surrendered upon the exercise of a Right, and the Company shall
 not be required to issue or deliver such certificates unless or until the
 person or persons requesting the issuance thereof shall have paid to the
 Company the amount of such tax or shall have established to the
 satisfaction of the Company that such tax has been paid or adequate
 provision has been made for the payment thereof.

   12.  Mutilated or Missing Rights Certificates.

        If any of the Rights Certificates shall be mutilated, lost, stolen
 or destroyed, the Company may in its discretion issue, and the Rights Agent
 shall deliver, in exchange and substitution for and upon cancellation of
 the mutilated Rights Certificate, or in lieu of and substitution for the
 Rights Certificate lost, stolen or destroyed, a new Rights Certificate of
 like tenor and representing an equivalent number of Rights, but only upon
 receipt of evidence satisfactory to the Company and the Rights Agent of
 such loss, theft or destruction of such Rights Certificate and indemnity or
 bond, if requested, also satisfactory to them. Applicants for such
 substitute Rights Certificates shall also comply with such other reasonable
 regulations and pay such other reasonable charges as the Company or the
 Rights Agent may prescribe.

   13.  Transfer, Split up, Combination and Exchange of Rights Certificate.

        At any time after the close of business on the Distribution Date,
 and at or prior to the close of business on the Expiration Date, any Rights
 Certificate or Rights Certificates may be transferred, split up, combined
 or exchanged for another Rights Certificate or Rights Certificates,
 entitling the registered holder to exchange such Rights Certificate or
 Rights Certificates for the number of New FELINE PRIDES evidenced by such
 Rights Certificate or Rights Certificates.  Any registered holder desiring
 to transfer, split up, combine or exchange any Rights Certificate shall
 make such request in writing delivered to the Rights Agent, and shall
 surrender the Rights Certificate or Rights Certificates to be transferred,
 split up, combined or exchanged at the principal office of the Rights
 Agent.  Thereupon the Rights Agent shall deliver to the Persons entitled
 thereto the Rights Certificate or Rights Certificates, as the case may be,
 as so requested.  The Company may require payment of a sum sufficient to
 cover any tax or governmental charge that may be imposed in connection with
 any transfer, split up, combination or exchange of Rights Certificates.

   14.  Registration of New FELINE PRIDES, Additional FELINE PRIDES
        and Special FELINE PRIDES.

        The Company has filed with the SEC registration statements for the
 New FELINE PRIDES, the Additional FELINE PRIDES and Special FELINE PRIDES
 on Forms S-3, each of which have been or will be declared effective.  The
 Company will use its best efforts to keep the registration statements
 continuously effective from the date hereof through the Close of Business
 ten (10) business days following the Expiration Date. So long as any
 unexpired Rights remain outstanding, the Company will take all necessary
 action to obtain and keep effective any and all permits, consents and
 approvals of government agencies and authorities and to make filings under
 federal and state securities acts and laws, which may be or become
 necessary in connection with the issuance, sale, transfer and delivery of
 the Rights Certificates, the exercise of the Rights and the issuance, sale,
 transfer and delivery of the Shares issued upon exercise of Rights.

   15.  Furnishing Prospectus to Registered Holders of Rights Certificates

        The Rights Agent, on behalf of the Company,  will furnish  a copy
 of the prospectus included as part of the registration statement for the
 New FELINE PRIDES to (1) any person to whom Rights shall have been issued
 pursuant to the terms hereof, on or before the delivery of such Rights, and
 (2) every exercising registered holder of Rights Certificates with, or
 prior to, the delivery of the  New FELINE PRIDES; provided, however, that,
 if such holder has been previously provided a prospectus, the Rights Agent
 will not be obligated to provide a prospectus to such holder.  The Company
 will supply the Rights Agent with sufficient copies of the prospectus to
 perform its delivery duties as provided for in this Section 15.

        The Rights Agent will also make available appropriately signed and
 countersigned New FELINE PRIDES upon the exchange of such Rights for the
 New FELINE PRIDES.

   16.  Merger, Consolidation or Change of Name of Rights Agent.

        Any corporation into which the Rights Agent may be merged or
 converted or with which it may be consolidated, or any corporation
 resulting from any merger, conversion or consolidation to which the Rights
 Agent shall be a party, or any corporation succeeding to the shareholder
 services business of the Rights Agent, shall be the successor to the Rights
 Agent hereunder without the execution or filing of any paper or any further
 act on the part of any of the parties hereto, provided that such
 corporation would be eligible for appointment as a successor Rights Agent
 under the provisions of Section 20.

   17.  Rights Agent.

        The Rights Agent undertakes the duties and obligations imposed by
 this Agreement upon the following terms and conditions, by all of which the
 Company and the holders of Rights Certificates, by their acceptance
 thereof, shall be bound:

        (a)  The Rights Agent shall not be responsible for any failure of
 the Company to comply with any of the covenants contained in this Agreement
 or in the Rights Certificates to be complied with by the Company nor shall
 it at any time be under any duty or responsibility to any holder of a Right
 to make or cause to be made any adjustment in the number of New FELINE
 PRIDES issuable upon exercise of any Rights, or in the consideration for
 the Additional FELINE PRIDES or Special FELINE PRIDES (except as instructed
 by the Company)

        (b)  The Company agrees to indemnify the Rights Agent and save it
 harmless against any and all losses, liabilities and expenses, including
 judgments, costs and reasonable counsel fees and expenses, for anything
 done or omitted by the Rights Agent arising out of or in connection with
 this Agreement except as a result of its negligence or bad faith.

        (c)  The Company agrees that it will perform, execute, acknowledge
 and deliver or cause to be performed, executed, acknowledged and delivered
 all such further and other acts, instruments and assurances as may
 reasonably be required by the Rights Agent for the carrying out or
 performing the provisions of this Agreement.

        (d)  The Rights Agent is hereby authorized and directed to accept
 instructions with respect to the performance of its duties hereunder from
 the Chairman, the President, any Vice President, the Controller, the
 Treasurer or an Assistant Treasurer, the Secretary or an Assistant
 Secretary of the Company, and to apply to such officers for advice or
 instructions in connection with its duties, and shall not be liable for any
 action taken or suffered to be taken by it in good faith in accordance with
 instructions of any such officer or in good faith reliance upon any
 statement signed by any one of such officers of the Company with respect to
 any fact or matter (unless other evidence in respect thereof is herein
 specifically prescribed) which may be deemed to be conclusively proved and
 established by such signed statement.

   18.  Change of Rights Agent.

        If the Rights Agent shall resign (such resignation to become
 effective not earlier than sixty (60) days after the giving of written
 notice thereof to the Company and the registered holders of Rights
 Certificates) or shall become incapable of acting as Rights Agent or if the
 Board of Directors of the Company shall by resolution remove the Rights
 Agent (such removal to become effective not earlier than thirty (30) days
 after the filing of a certified copy of such resolution with the Rights
 Agent and the giving of written notice of such removal to the registered
 holders of Rights Certificates), the Company shall appoint a successor to
 the Rights Agent. If the Company shall fail to make such appointment within
 a period of thirty (30) days after such removal or after it has been so
 notified in writing of such resignation or incapacity by the Rights Agent
 or by the registered holder of a Rights Certificate (in the case of
 incapacity), then the registered holder of any Rights Certificate may apply
 to any court of competent jurisdiction for the appointment of a successor
 to the Rights Agent. Pending appointment of a successor to the Rights
 Agent, either by the Company or by such court, the duties of the Rights
 Agent shall be carried out by the Company. Any successor Rights Agent,
 whether appointed by the Company or by such court, shall be a bank or trust
 company, in good standing, incorporated under the laws of any state or of
 the United States of America. As soon as practicable after appointment of
 the successor Rights Agent, the Company shall cause written notice of the
 change in the Rights Agent to be given to each of the registered holders of
 the Rights Certificates at such holder's address as appears on the Rights
 Register. After appointment, the successor Rights Agent shall be vested
 with the same powers, rights, duties and responsibilities as if it had been
 originally named as Rights Agent without further act or deed. The former
 Rights Agent shall deliver and transfer to the successor Rights Agent any
 property at the time held by it hereunder and execute and deliver, at the
 expense of the Company, any further assurance, conveyance, act or deed
 necessary for the purpose. Failure to give any notice provided for in this
 Section 20 or any defect therein, shall not affect the legality or validity
 of the removal of the Rights Agent or the appointment of a successor Rights
 Agent, as the case may be.

   19.  Rights of Action.

        All rights of action in respect of this Agreement are vested in the
 respective registered holders of the Rights Certificates; and any
 registered holder of any Rights Certificate without the consent of the
 Rights Agent or of the holder of any other Rights Certificate, may, on his
 own behalf and for his own benefit, enforce, and may institute and maintain
 any suit, action or proceeding against the Company to enforce, or otherwise
 act in respect of, his right to exercise the Rights evidenced by such
 Rights Certificate in the manner provided in such Rights Certificate in
 this Agreement.  Without limiting the foregoing or any remedies available
 to the holders of Rights, it is specifically acknowledged that the holders
 of Rights would not have an adequate remedy at law for any breach of this
 Agreement and shall be entitled to specific performance of the obligations
 hereunder and injunctive relief against actual or threatened violations of
 the obligations hereunder of any Person subject to this Agreement.  Holders
 of Rights shall be entitled to recover the reasonable costs and expenses,
 including attorney's fees, incurred by them in any action to enforce the
 provisions of this Agreement.

   20.  Right holder Not Deemed a Stockholder.

        Nothing contained in this Agreement or in any of the Rights
 Certificates shall be construed as conferring upon the holders thereof the
 right to vote or to receive dividends or to consent or to receive notice as
 stockholders in respect of the meetings of stockholders or for the election
 of directors of the Company or any other matter, or any rights whatsoever
 as stockholders of the Company.

   21.  Notices to Company and Rights Agent.

        Any notice or demand authorized by this Agreement to be given or
 made by the Rights Agent or by any registered holder of any Rights
 Certificate to or on the Company shall be sufficiently given or made if
 sent by mail, first-class or registered, postage prepaid, addressed (until
 another address is filed in writing by the Company with the Rights Agent),
 as follows:

        Cendant Corporation
        9 West 57th Street
        37th Floor
        New York, New York  10019
        Attention:  [            ]

        If the Company shall fail to maintain such office or agency or
 shall fail to give such notice of any change in the location thereof,
 presentation may be made and notices and demands may be served at the
 principal office of the Rights Agent.

        Any notice pursuant to this Agreement to be given by the Company or
 by any registered holder of any Rights Certificate to the Rights Agent
 shall be sufficiently given if sent by first-class mail, postage prepaid,
 addressed (until another address is filed in writing by the Rights Agent
 with the Company), as follows:

        Bank One Trust Company, N.A.
        1 North State Street
        9th Floor
        Chicago, Illinois  60670-0126
        Attention:  [            ]

 The Rights Agent maintains a Rights Agent Office at             .

   22.  Supplements and Amendments.

        The Company and the Rights Agent may from time to time supplement
 or amend this Agreement without approval of any holders of Right
 Certificates in order (i) to cure any ambiguity, (ii) to correct or
 supplement any provision contained herein which may be defective or
 inconsistent with any other provisions herein or (iii) to change or
 supplement the provisions hereunder in any manner which shall not adversely
 affect the interests of the holders of Rights Certificates.  Upon the
 delivery of a certificate from an appropriate officer of the Company which
 states that the proposed supplement or amendment is in compliance with the
 terms of this Section 24, the Rights Agent shall execute such supplement or
 amendment unless the Rights Agent shall have determined in good faith that
 such supplement or amendment would adversely affect its interests under
 this Agreement.  Any supplement or amendment of this Rights Agreement shall
 be in writing and signed on behalf of the Company and the Rights Agent.

   23.  Successors.

        All the covenants and provisions of this Agreement by or for the
 benefit of the Company or the Rights Agent shall bind and inure to the
 benefit of their respective successors and assigns hereunder.

   24.  Termination.

        This Agreement shall terminate on the Close of Business on a date
 which is fifteen business days after the Expiration Date. Upon termination
 of this Agreement, the Rights Agent shall retain all canceled Rights
 Certificates and related documentation as required by applicable law.

   25.  Governing Law.

        This Agreement and each Rights Certificate issued hereunder shall
 be deemed to be a contract made under the laws of the State of New York and
 for all purposes shall be construed in accordance with the internal laws of
 the State of New York without regard to principles of conflict of law or
 choice of laws of the State of New York or any other jurisdiction which
 would cause the application of any laws other than of the State of New
 York.

   26.  Benefits of this Agreement.

        Nothing in this Agreement shall be construed to give to any person
 or corporation other than the Company, the Rights Agent and the registered
 holders of the Rights Certificates any legal or equitable right, remedy or
 claim under this Agreement, and this Agreement shall be for the sole and
 exclusive benefit of the Company, the Rights Agent and the registered
 holders of the Rights Certificates.

   27.  Counterparts.

        This Agreement may be executed in a number of counterparts and each
 of such counterparts shall for all purposes be deemed to be an original,
 and such counterparts shall together constitute but one and the same
 instrument.

   28.  Headings.

        The headings of sections of this Agreement have been inserted for
 convenience of reference only, are not to be considered a part hereof and
 shall in no way modify or restrict any of the terms or provisions hereof.

        IN WITNESS WHEREOF the parties hereto have caused this Rights
 Agreement to be executed and delivered as of the day and year first above
 written.


                     CENDANT CORPORATION

                     By: ________________________
                         Name:
                         Title:


                     BANK ONE TRUST COMPANY, N.A.

                     By: ___________________________
                         Name:
                         Title:



                                 Exhibit A

                         Form of Rights Certificate

 Certificate No. -                                     ____________ Rights

           NOT EXERCISABLE AFTER FEBRUARY 14, 2001

 Rights Certificate

 CENDANT CORPORATION

           This certifies that ------------------------, or its registered
 assigns, is the registered owner of the number of Rights set forth above,
 each of which entitles the owner thereof, subject to the terms, provisions
 and conditions of the Rights Agreement dated as of                         ,
 1999, (the "Rights Agreement") between Cendant Corporation, a Delaware
 corporation (the "Company"), and the Bank One Trust Company, N.A., as
 rights agent (the "Rights Agent"), to exchange at any time after the
 Distribution Date (as such term is defined in the Rights Agreement) and
 prior to 5:00 P.M. (New York time) on February 14, 2001, at the principal
 office of the Rights Agent in [           ], three Rights combined with two
 Income PRIDES or two Growth (as such terms are defined in the Rights
 Agreement) for two New Income PRIDES or two New Growth PRIDES, as the case
 may be (as such terms are defined in the Rights Agreement), or integral
 multiples thereof, upon presentation and surrender of this Rights
 Certificate with the appropriate Form of Election to exchange duly
 executed.

           This Rights Certificate is subject to all of the terms,
 provisions and conditions of the Rights Agreement, which terms, provisions
 and conditions are hereby incorporated herein by reference and made a part
 hereof and to which Rights Agreement reference is hereby made.

           This Rights Certificate, with or without other Rights
 Certificates, upon surrender at the principal office of the Rights Agent,
 may be exchanged for another Rights Certificate or Rights Certificates of
 like tenor and date evidencing Rights entitling the holder to exchange such
 Rights Certificate or Rights Certificates for a like aggregate number of
 New FELINE PRIDES as the Rights evidenced by the Rights Certificate or
 Rights Certificates surrendered.  In the event that this Rights Certificate
 is exercised, the holder hereof shall be entitled to receive this Rights
 Certificate duly marked to indicate that such exercise has occurred as set
 forth in the Rights Agreement.

           No holder of this Rights Certificate, as such, shall be entitled
 to vote or receive dividends or be deemed for any purpose to be the holder
 of New FELINE PRIDES or of any other securities of the Company which may at
 any time be issuable on the exercise hereof, nor shall anything contained
 in the Rights Agreement or herein be construed to confer upon the holder
 hereof, as such, any of the rights of a shareholder of the Company or any
 right to vote for the election of directors or upon any matter submitted to
 shareholders at any meeting thereof, or to give or withhold consent to any
 corporate action, or, to receive notice of meetings or other actions
 affecting shareholders (except as provided in the Rights Agreement), until
 the Right or Rights evidenced by this Rights Certificate shall have been
 exercised as provided in the Rights Agreement.


           WITNESS the facsimile signature of the proper officers of the
 Company and its corporate seal.  Dated as of          , 1999.

 ATTEST:   [Seal]                CENDANT CORPORATION


 ______________________          By: ________________________
 Name:                              Name:
 Title:                             Title:



                [Form of Reverse Side of Rights Certificate]

                             FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer
                          the Rights Certificate.)

 FOR VALUE RECEIVED --------------------------------------------------------
 hereby sells, assigns and transfers unto --------------------------
 (Please print name and address of transferee) -----------------------------
 this Rights Certificate, together with all right, title and interest
 therein, and does hereby irrevocable constitute and appoint ---------------
 ------------- Attorney, to transfer the within Rights Certificate on the
 books of the within-named Company, with full power of substitution.

 Dated:  ----------------------------


                               _____________________
                               Signature



 Signature Guaranteed:


 Signatures must be guaranteed by an eligible guarantor institution (a bank,
 stock broker, savings and loan association or credit union with membership
 in an approved signature guarantee medallion program) pursuant to Rule
 17Ad-15 of the Securities Exchange Act of 1934.



                        FORM OF ELECTION TO EXCHANGE

      (To be executed if holder desires to exercise the Rights Certificate
           pursuant to Sections 9, 10 or 11 of the Rights Agreement)


 TO CENDANT CORPORATION:

           The undersigned hereby irrevocably elects to exercise
             Rights represented by this Rights Certificate to exchange
 FELINE PRIDES for New FELINE PRIDES issuable upon the exercise of the
 Rights and requests that certificates for such New FELINE PRIDES be issued
 in the name of and delivered to:

    ______________________________________________________________________
        (Please insert social security or other identifying number)

    ______________________________________________________________________
                      (Please print name and address)

    ______________________________________________________________________


           The Rights Certificate indicating the balance, if any, of such
 Rights which may still be exercised pursuant to Sections 9, 10 or 11 of the
 Rights Agreement shall be returned to the undersigned unless such person
 requests that the Rights Certificate be registered in the name of and
 delivered to:


    ______________________________________________________________________
         Please insert social security or other identifying number
  (complete only if Rights Certificate is to be registered in a name other
                           than the undersigned)

    ______________________________________________________________________
                      (Please print name and address)

    ______________________________________________________________________

 Date: _________________

                                             __________________
                                                Signature


 Signature Guaranteed:


 Signatures must be guaranteed, if required under Sections 9, 10 or 11 of
 the Rights Agreement, by an eligible guarantor institution (a bank, stock
 broker, savings and loan association or credit union with membership in an
 approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of
 the Securities Exchange Act of 1934.