SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

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


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

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   06-0918165
                      (I.R.S. Employer Identification No.)

                   6 Sylvan Way, Parsippany, New Jersey 07054
               (Address of Principal Executive Offices) (Zip Code)

                           RCI RETIREMENT SAVINGS 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)

                                   Copies to:
                                ERIC J. BOCK, ESQ
                              Vice President, Legal
                               Cendant Corporation
                                  6 Sylvan Way
                          Parsippany, New Jersey 07054
                               Tel: (973) 496-7207
                               Fax: (973) 496-5331


                 (Calculation of Registration Fee on Next Page)


<PAGE>





                         CALCULATION OF REGISTRATION FEE
======================== ---------------------- ---------------------- ---------
<TABLE>
<CAPTION>

                                                                             Proposed
       Title Of                                   Proposed Maximum       Maximum Aggregate          Amount Of
   Securities To Be          Amount To Be        Offering Price Per     Offering Price (1)    Registration Fee (1)
      Registered              Registered              Share (1)
======================== ====================== ====================== ====================== ======================
<S>                             <C>                      <C>                     <C>                  <C>

Common Stock, $.01 par
value                           500,000                $ 37.156             $ 18,578,125             $ 5,481
======================== ====================== ====================== ====================== ======================


(1)  Pursuant  to Rules  457(c)  and (b) 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 Company's Common Stock reported on the New York Stock Exchange  Composite
Tape on March 4, 1998.

</TABLE>

<PAGE>




                                     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 RCI Retirement  Savings
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 Certain Documents by Reference.

                  The  following  documents,   filed  with  the  Securities  and
Exchange  Commission (the "Commission") by the registrant,  Cendant  Corporation
(formerly  named "CUC  International  Inc." and  hereinafter  referred to as the
"Company"),  a Delaware corporation,  pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference herein:

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

                  (2) The  Company's  Quarterly  Reports  on Form  10-Q  for the
fiscal  quarters  ended April 30,  1997,  July 31,  1997 and  October 31,  1997,
respectively (the "1997 Form 10-Qs");

                  (3) The  Company's  Current  Reports  on Form 8-K  dated as of
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 4, 1998, January 27, 1998, January 29, 1998,  February 4, 1998, February
6, 1998 and February 17, 1998.

                  (4) The  description  of the common stock,  par value $.01 per
share, of the Company (the "Company Common Stock") set forth in the Registration
Statements on Form 8-A,  dated July 27, 1984 and August 15, 1989  (including any
amendment or report filed for the purpose of updating such description).

                  The financial  statements  filed as part of the Current Report
on Form 8-K dated January 29, 1998 are now the historical  financial  statements
of the Company (the "Historical Financial Statements"). The Historical Financial
Statements  supercede the financial  statements  appearing in the 1997 Form 10-K
and the 1997 Form 10-Qs.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

                  Not Applicable.
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

                  Eric J. Bock, Esq. has rendered an opinion on the validity of 
the securities being registered under the Plan pursuant to this Registration 
Statement.  Mr. Bock is a Vice President of the Registrant.  A copy of this
opinion is attached as Exhibit 5.1 to this Registration Statement.  Mr. Bock
 holds shares of Company Common Stock and options to acquire shares of Company
 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 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 herein,  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  Company'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  Company's
Restated  Certificate  of  Incorporation  contains a provision  eliminating  the
personal liability of a director to the Company or its stockholders for monetary
damages  for  breach  of  fiduciary  duty  as a  director,  subject  to  certain
exceptions.

                  The Company has also agreed to indemnify a predecessor auditor
for the payment of legal costs and expenses incurred if such predecessor auditor
is successful in defense of a legal action or proceeding that arises as a result
of the  consent of such  auditor to the  inclusion  of its audit  reports on the
Company's past financial statements in this Registration Statement.

Item 7.  Exemption From Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  See Exhibit Index.

<PAGE>


Item 9.  Required Undertakings.

                  The undersigned Company hereby undertakes:

                  (a)(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 of 1933,  as amended (the  "Securities
         Act");

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the registration  statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the registration statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         registration  statement or any material  change to such  information in
         the 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 with or  furnished to the
Commission  by the Company  pursuant to Section 13 or 15(d) of the  Exchange Act
that are incorporated by reference in the 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  Company  hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the Company's  annual report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the 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.

                  (h) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company 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 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  will,  unless in 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.


<PAGE>






                                   SIGNATURES


                  Pursuant  to the  requirements  of  the  Securities  Act,  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 6th day of
March 1998.


                            CENDANT CORPORATION
                            (Registrant)


                            By: /s/ James E. Buckman
                                James E. Buckman
                              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,  Eric
J. Bock and B. 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
attorney-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 as of March 6,  1998 by the following
persons in the capacities indicated.

                 Name                                   Title


                                         Chairman of the Board of
         Walter A. Forbes                Directors

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

         /s/ Michael P. Monaco           Chief Financial Officer and
         Michael P. Monaco               Director (Principal Financial
                                         Officer)

         /s/ Scott E. Forbes             Senior Vice President--Finance
         Scott E. Forbes                 (Principal Accounting Officer)

         /s/ Stephen P. Holmes           Director
         Stephen P. Holmes

         /s/ Robert D. Kunisch           Director
         Robert D. Kunisch

         /s/ Christopher K. McLeod       Director
         Christopher K. McLeod

                                         Director
         E. Kirk Shelton

                                            Director
         John D. Snodgrass

         /s/ Robert T. Tucker               Director
         Robert T. Tucker

         /s/ James E. Buckman               Director
         James E. Buckman

<PAGE>


         /s/ Bartlett Burnap                Director
         Barlett Burnap

                                            Director
         Leonard S. Coleman

                                            Director
         T. Barnes Donnelley

         /s/ Martin L. Edelman              Director
         Martin L. Edelman

         /s/ Frederick D. Green             Director
         Frederick D. Green

         /s/ Stephen A. Greyser             Director
         Stephen A. Greyser

         /s/ Carole G. Hankin               Director
         Carole G. Hankin

         /s/ Brian Mulroney                 Director
         Brian Mulroney, P.C.,
         LL.D.

         /s/ Robert E. Nederlander          Director
         Robert E. Nederlander

         /s/ Burton C. Perfit               Director
         Burton C. Perfit

                                            Director
         Anthony G. Petrello

                                            Director
         Robert W. Pittman

                                            Director
         E. John Rosenwald, Jr.

                                            Director
         Robert P. Rittereiser

         /s/ Stanley M. Rumbough, Jr.       Director
         Stanley M. Rumbough, Jr.

         /s/ Leonard Schutzman              Director
         Leonard Schutzman

                                            Director
         Robert F. Smith


         /s/ Craig R. Stapleton             Director
         Craig R. Stapleton


<PAGE>




                                  EXHIBIT INDEX

Exhibit
Number                                      Exhibit Description

  4.1            Amended and Restated Certificate of Incorporation of the
                 Company (incorporated herein by
                 reference to Exhibit 4.1 to the Company's Post-Effective
                 Amendment No. 2 on Form S-8 to the Registration Statement,
                 No. 333-34517, dated December 17, 1997).

  4.2            Amended and  Restated  By-Laws of the  Company  (incorporated
                 herein  by  reference   to  Exhibit  4.2  to  the   Company's
                 Post-Effective   Amendment   No.   2  on  Form   S-8  to  the
                 Registration Statement, No.
                 333-34517, dated December 17, 1997).

  5.1            Opinion of Eric J. Bock, Esq. as to the legality of the shares
                 being issued (including consent).

  5.2            Internal Revenue Service  Determination Letter that the RCI 
                 Retirement Savings Plan is qualified  under  Section 401 of the
                 Internal Revenue Code of 1986, as amended.

  23.1           Consent of Deloitte & Touche LLP relating to the 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 KPMG Peat Marwick LLP relating to the  financial
                 statements of PHH Corporation.

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

  23.5           Consent of Deloitte & Touche LLP relating to the financial 
                 statements of Avis Rent A Car, Inc.

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

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

  23.8           Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).

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


<PAGE>


                                                                     EXHIBIT 5.1


                               CENDANT CORPORATION
                                  6 Sylvan Way
                          Parsippany, New Jersey 07054



                                                                March 6, 1998

Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054

                  Re:      Cendant Corporation Registration
                           Statement On Form S-8

Ladies and Gentlemen:

         I  am  Vice  President,   Legal  of  Cendant  Corporation,  a  Delaware
corporation  (the  "Company"),  and am rendering this opinion in connection with
the Company's filing of a Registration  Statement on Form S-8 (the "Registration
Statement")  pursuant to the Securities Act of 1933, as amended (the "Securities
Act"),  on the date hereof with the  Securities  and  Exchange  Commission  (the
"Commission").  The Company is filing this  Registration  Statement  in order to
register up to 500,000 shares of the common stock,  par value $.01 per share, of
the Company ("Company Common Stock") which members of the RCI Retirement Savings
Plan (the  "Plan")  may select as an  investment  option  under the terms of the
Plan.  The  Company  assumed the Plan upon its merger  (the  "Merger")  with HFS
Incorporated,  a  Delaware  corporation  ("HFS"),  pursuant  to the  terms of an
Agreement and Plan of Merger,  dated as of May 27, 1997, between the Company and
HFS (the "Merger Agreement"). The Merger was consummated on December 17, 1997.

         This opinion is being furnished in accordance with the  requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In  connection  with  rendering  this  opinion,  I have examined and am
familiar  with  originals or copies,  certified or  otherwise  identified  to my
satisfaction, of the following documents: (i) the Plan; (ii) the trust agreement
executed in connection with the Plan; (iii) the Amended and Restated Certificate
of Incorporation of the Company,  as amended to the date hereof; (iv) the Merger
Agreement;  (v) resolutions of the Board of Directors of the Company relating to
the  transactions  contemplated  by the  Merger  Agreement;  and (vi) such other
certificates, instruments and documents as I considered necessary or appropriate
for the purposes of this opinion.

         In my  examination,  I have assumed the  genuineness of all signatures,
the legal  capacity  of  natural  persons,  the  authenticity  of all  documents
submitted  to me as  originals,  the  conformity  to original  documents  of all
documents submitted to me as certified,  conformed or photostatic copies and the
authenticity  of the  originals  of such  copies.  In making my  examination  of
documents  executed by parties other than the Company,  I have assumed that such
parties  had the  power,  corporate  or other,  to enter  into and  perform  all
obligations  thereunder  and also  have  assumed  the due  authorization  by all
requisite action, corporate or other, and execution and delivery by such parties
of such  documents and the validity and binding  effect thereof on such parties.
As to any facts  material  to the  opinion  expressed  herein  which we have not
independently  established  or  verified,  I have  relied  upon  statements  and
representations of officers and other representatives of the Company and others.

         I am admitted to the Bars of the State of New York and New Jersey,  and
I do not express any  opinion as to the law of any  jurisdiction  except for the
General Corporation Law of the State of Delaware.

         Based upon and subject to the  foregoing,  I am of the opinion that the
shares of Company  Common Stock,  when issued in  accordance  with the terms and
conditions of the Plan, will be validly issued, fully paid and non-assessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement. In giving this consent,  however, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the  Securities  Act  and  the  rules  and  regulations  of the  Commission
thereunder.

                                                          Very truly yours,


                                                          /s/ Eric J. Bock
                                                              Eric J. Bock
[{"type": "S-8", "sequence": "1", "description": "CURRENT REPORT ON FORM S-8", "secsgml_size_bytes": 26384}]
{"company-data": {"conformed-name": "CENDANT CORP", "cik": "0000723612", "assigned-sic": "7200", "irs-number": "060918165", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47537", "film-number": "98559682"}, "business-address": {"street1": "6 SYLVAN WAY", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "2033249261"}, "mail-address": {"street1": "707 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06901"}, "former-company": [{"former-conformed-name": "CUC INTERNATIONAL INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "COMP U CARD INTERNATIONAL INC", "date-changed": "19870914"}]}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

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

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

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   06-0918165
                      (I.R.S. Employer Identification No.)

                   6 Sylvan Way, Parsippany, New Jersey 07054
               (Address of Principal Executive Offices) (Zip Code)

                           RCI RETIREMENT SAVINGS 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)

                                   Copies to:
                                ERIC J. BOCK, ESQ
                              Vice President, Legal
                               Cendant Corporation
                                  6 Sylvan Way
                          Parsippany, New Jersey 07054
                               Tel: (973) 496-7207
                               Fax: (973) 496-5331

                 (Calculation of Registration Fee on Next Page)
CALCULATION OF REGISTRATION FEE
======================== ---------------------- ---------------------- ---------
Proposed
       Title Of                                   Proposed Maximum       Maximum Aggregate          Amount Of
   Securities To Be          Amount To Be        Offering Price Per     Offering Price (1)    Registration Fee (1)
      Registered              Registered              Share (1)
======================== ====================== ====================== ====================== ======================
Common Stock, $.01 par
value                           500,000                $ 37.156             $ 18,578,125             $ 5,481
======================== ====================== ====================== ====================== ======================

(1)  Pursuant  to Rules  457(c)  and (b) 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 Company's Common Stock reported on the New York Stock Exchange  Composite
Tape on March 4, 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 RCI Retirement  Savings
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 Certain Documents by Reference.

                  The  following  documents,   filed  with  the  Securities  and
Exchange  Commission (the "Commission") by the registrant,  Cendant  Corporation
(formerly  named "CUC  International  Inc." and  hereinafter  referred to as the
"Company"),  a Delaware corporation,  pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference herein:

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

                  (2) The  Company's  Quarterly  Reports  on Form  10-Q  for the
fiscal  quarters  ended April 30,  1997,  July 31,  1997 and  October 31,  1997,
respectively (the "1997 Form 10-Qs");

                  (3) The  Company's  Current  Reports  on Form 8-K  dated as of
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 4, 1998, January 27, 1998, January 29, 1998,  February 4, 1998, February
6, 1998 and February 17, 1998.

                  (4) The  description  of the common stock,  par value $.01 per
share, of the Company (the "Company Common Stock") set forth in the Registration
Statements on Form 8-A,  dated July 27, 1984 and August 15, 1989  (including any
amendment or report filed for the purpose of updating such description).

                  The financial  statements  filed as part of the Current Report
on Form 8-K dated January 29, 1998 are now the historical  financial  statements
of the Company (the "Historical Financial Statements"). The Historical Financial
Statements  supercede the financial  statements  appearing in the 1997 Form 10-K
and the 1997 Form 10-Qs.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

                  Not Applicable.
Item 5.  Interests of Named Experts and Counsel.

                  Eric J. Bock, Esq. has rendered an opinion on the validity of 
the securities being registered under the Plan pursuant to this Registration 
Statement.  Mr. Bock is a Vice President of the Registrant.  A copy of this
opinion is attached as Exhibit 5.1 to this Registration Statement.  Mr. Bock
 holds shares of Company Common Stock and options to acquire shares of Company
 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 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 herein,  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  Company'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  Company's
Restated  Certificate  of  Incorporation  contains a provision  eliminating  the
personal liability of a director to the Company or its stockholders for monetary
damages  for  breach  of  fiduciary  duty  as a  director,  subject  to  certain
exceptions.

                  The Company has also agreed to indemnify a predecessor auditor
for the payment of legal costs and expenses incurred if such predecessor auditor
is successful in defense of a legal action or proceeding that arises as a result
of the  consent of such  auditor to the  inclusion  of its audit  reports on the
Company's past financial statements in this Registration Statement.

Item 7.  Exemption From Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  See Exhibit Index.
Item 9.  Required Undertakings.

                  The undersigned Company hereby undertakes:

                  (a)(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 of 1933,  as amended (the  "Securities
         Act");

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the registration  statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the registration statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         registration  statement or any material  change to such  information in
         the 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 with or  furnished to the
Commission  by the Company  pursuant to Section 13 or 15(d) of the  Exchange Act
that are incorporated by reference in the 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  Company  hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the Company's  annual report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the 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.

                  (h) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company 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 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  will,  unless in 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.
SIGNATURES

                  Pursuant  to the  requirements  of  the  Securities  Act,  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 6th day of
March 1998.

                            CENDANT CORPORATION
                            (Registrant)

                            By: /s/ James E. Buckman
                                James E. Buckman
                              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,  Eric
J. Bock and B. 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
attorney-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 as of March 6,  1998 by the following
persons in the capacities indicated.

                 Name                                   Title

                                         Chairman of the Board of
         Walter A. Forbes                Directors

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

         /s/ Michael P. Monaco           Chief Financial Officer and
         Michael P. Monaco               Director (Principal Financial
                                         Officer)

         /s/ Scott E. Forbes             Senior Vice President--Finance
         Scott E. Forbes                 (Principal Accounting Officer)

         /s/ Stephen P. Holmes           Director
         Stephen P. Holmes

         /s/ Robert D. Kunisch           Director
         Robert D. Kunisch

         /s/ Christopher K. McLeod       Director
         Christopher K. McLeod

                                         Director
         E. Kirk Shelton

                                            Director
         John D. Snodgrass

         /s/ Robert T. Tucker               Director
         Robert T. Tucker

         /s/ James E. Buckman               Director
         James E. Buckman
/s/ Bartlett Burnap                Director
         Barlett Burnap

                                            Director
         Leonard S. Coleman

                                            Director
         T. Barnes Donnelley

         /s/ Martin L. Edelman              Director
         Martin L. Edelman

         /s/ Frederick D. Green             Director
         Frederick D. Green

         /s/ Stephen A. Greyser             Director
         Stephen A. Greyser

         /s/ Carole G. Hankin               Director
         Carole G. Hankin

         /s/ Brian Mulroney                 Director
         Brian Mulroney, P.C.,
         LL.D.

         /s/ Robert E. Nederlander          Director
         Robert E. Nederlander

         /s/ Burton C. Perfit               Director
         Burton C. Perfit

                                            Director
         Anthony G. Petrello

                                            Director
         Robert W. Pittman

                                            Director
         E. John Rosenwald, Jr.

                                            Director
         Robert P. Rittereiser

         /s/ Stanley M. Rumbough, Jr.       Director
         Stanley M. Rumbough, Jr.

         /s/ Leonard Schutzman              Director
         Leonard Schutzman

                                            Director
         Robert F. Smith

         /s/ Craig R. Stapleton             Director
         Craig R. Stapleton
EXHIBIT INDEX

Exhibit
Number                                      Exhibit Description

  4.1            Amended and Restated Certificate of Incorporation of the
                 Company (incorporated herein by
                 reference to Exhibit 4.1 to the Company's Post-Effective
                 Amendment No. 2 on Form S-8 to the Registration Statement,
                 No. 333-34517, dated December 17, 1997).

  4.2            Amended and  Restated  By-Laws of the  Company  (incorporated
                 herein  by  reference   to  Exhibit  4.2  to  the   Company's
                 Post-Effective   Amendment   No.   2  on  Form   S-8  to  the
                 Registration Statement, No.
                 333-34517, dated December 17, 1997).

  5.1            Opinion of Eric J. Bock, Esq. as to the legality of the shares
                 being issued (including consent).

  5.2            Internal Revenue Service  Determination Letter that the RCI 
                 Retirement Savings Plan is qualified  under  Section 401 of the
                 Internal Revenue Code of 1986, as amended.

  23.1           Consent of Deloitte & Touche LLP relating to the 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 KPMG Peat Marwick LLP relating to the  financial
                 statements of PHH Corporation.

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

  23.5           Consent of Deloitte & Touche LLP relating to the financial 
                 statements of Avis Rent A Car, Inc.

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

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

  23.8           Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).

  24.1           Powers of Attorney of certain officers and directors of the
                 Company (included on the signature page of this Registration 
                 Statement).
EXHIBIT 5.1

                               CENDANT CORPORATION
                                  6 Sylvan Way
                          Parsippany, New Jersey 07054

                                                                March 6, 1998

Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054

                  Re:      Cendant Corporation Registration
                           Statement On Form S-8

Ladies and Gentlemen:

         I  am  Vice  President,   Legal  of  Cendant  Corporation,  a  Delaware
corporation  (the  "Company"),  and am rendering this opinion in connection with
the Company's filing of a Registration  Statement on Form S-8 (the "Registration
Statement")  pursuant to the Securities Act of 1933, as amended (the "Securities
Act"),  on the date hereof with the  Securities  and  Exchange  Commission  (the
"Commission").  The Company is filing this  Registration  Statement  in order to
register up to 500,000 shares of the common stock,  par value $.01 per share, of
the Company ("Company Common Stock") which members of the RCI Retirement Savings
Plan (the  "Plan")  may select as an  investment  option  under the terms of the
Plan.  The  Company  assumed the Plan upon its merger  (the  "Merger")  with HFS
Incorporated,  a  Delaware  corporation  ("HFS"),  pursuant  to the  terms of an
Agreement and Plan of Merger,  dated as of May 27, 1997, between the Company and
HFS (the "Merger Agreement"). The Merger was consummated on December 17, 1997.

         This opinion is being furnished in accordance with the  requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In  connection  with  rendering  this  opinion,  I have examined and am
familiar  with  originals or copies,  certified or  otherwise  identified  to my
satisfaction, of the following documents: (i) the Plan; (ii) the trust agreement
executed in connection with the Plan; (iii) the Amended and Restated Certificate
of Incorporation of the Company,  as amended to the date hereof; (iv) the Merger
Agreement;  (v) resolutions of the Board of Directors of the Company relating to
the  transactions  contemplated  by the  Merger  Agreement;  and (vi) such other
certificates, instruments and documents as I considered necessary or appropriate
for the purposes of this opinion.

         In my  examination,  I have assumed the  genuineness of all signatures,
the legal  capacity  of  natural  persons,  the  authenticity  of all  documents
submitted  to me as  originals,  the  conformity  to original  documents  of all
documents submitted to me as certified,  conformed or photostatic copies and the
authenticity  of the  originals  of such  copies.  In making my  examination  of
documents  executed by parties other than the Company,  I have assumed that such
parties  had the  power,  corporate  or other,  to enter  into and  perform  all
obligations  thereunder  and also  have  assumed  the due  authorization  by all
requisite action, corporate or other, and execution and delivery by such parties
of such  documents and the validity and binding  effect thereof on such parties.
As to any facts  material  to the  opinion  expressed  herein  which we have not
independently  established  or  verified,  I have  relied  upon  statements  and
representations of officers and other representatives of the Company and others.

         I am admitted to the Bars of the State of New York and New Jersey,  and
I do not express any  opinion as to the law of any  jurisdiction  except for the
General Corporation Law of the State of Delaware.

         Based upon and subject to the  foregoing,  I am of the opinion that the
shares of Company  Common Stock,  when issued in  accordance  with the terms and
conditions of the Plan, will be validly issued, fully paid and non-assessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement. In giving this consent,  however, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the  Securities  Act  and  the  rules  and  regulations  of the  Commission
thereunder.

                                                          Very truly yours,

                                                          /s/ Eric J. Bock
                                                              Eric J. Bock