SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MCCLAIN JOHN (Last) (First) (Middle) 1 CAMPUS DRIVE (Street) PARSIPPANY NJ 07054 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/31/2006	3. Issuer Name and Ticker or Trading Symbol CENDANT CORP [ CD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Chief Accounting Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (series designated CD stock)	10,086	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	09/27/1999	09/27/2009	Common Stock (series designated CD stock)	156,373	17.2064	D
Stock Option (right to buy)	01/13/2000	01/13/2010	Common Stock (series designated CD stock)	78,186	21.1993	D
Stock Option (right to buy)	01/03/2001	01/03/2011	Common Stock (series designated CD stock)	14,334	9.0289	D
Stock Option (righ to buy)	01/22/2002	01/22/2012	Common Stock (series designated CD stock)	75,059	18.2736	D
Restricted Stock Units	08/01/2007(2)	(6)	Common Stock (series designated CD stock)	245,902	0(1)	D
Restricted Stock Units	08/15/2006(3)	(6)	Common Stock (series designated CD stock)	4,321	0(1)	D
Performance - Vesting Restricted Stock Units	08/15/2006(3)	(6)	Common Stock (series designated CD stock)	8,497(4)	0(1)	D
Performance - Vesting Restricted Stock Units	08/15/2006(3)	(6)	Common Stock (series designated CD stock)	16,226(5)	0(1)	D

Explanation of Responses:

1. Units convert to Common Stock (series designated CD stock) on a one-to-one basis upon vesting.

2. Original grant vests in four equal installments on May 2, 2007, 2008, 2009 and 2010.

3. In connection with Cendant Corporation's Separation Plan, vesting will be accelerated to August 15, 2006.

4. 11,328 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, were terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005.

5. 16,225 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, were terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005.

6. Expiration date not applicable.

Remarks:

	Jean M. Sera, by Power of Attorney for John McClain	08/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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