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.)

                  9 West 57th Street, New York, New York 10019
               (Address of Principal Executive Offices) (Zip Code)



                               CENDANT CORPORATION
             1999 Non-Employee Directors Deferred Compensation Plan


                             JAMES E. BUCKMAN, ESQ.
                        Vice Chairman and General Counsel
                               Cendant Corporation
                               9 West 57th Street
                            New York, New York 10019

                     (Name and Address of Agent For Service)
                               Tel: (212) 413-1800
                               Fax: (212) 413-1922

          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                                ERIC J. BOCK, ESQ
                              Vice President, Legal
                               Cendant Corporation
                               9 West 57th Street
                            New York, New York 10019
                     Tel: (212) 413-1800 Fax: (212) 413-1922



<PAGE>











                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

======================== ====================== ====================== ====================== ======================
<S>                      <C>                    <C>                    <C>                    <C>
                                                                             Proposed
       Title Of                                   Proposed Maximum       Maximum Aggregate          Amount Of
   Securities To Be          Amount To Be        Offering Price Per       Offering Price1       Registration Fee1
      Registered1             Registered               Share1
======================== ====================== ====================== ====================== ======================
Common Stock, $.01 par
value                           80,000                $18.0625              $1,445,000                $402
======================== ====================== ====================== ====================== ======================
</TABLE>


1  Pursuant  to Rules 457 (c) and (b) under 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 May 13, 1999.

<PAGE>



                                Explanatory Note

This Registration Statement on Form S-8 relates to up to 80,000 shares of common
stock, par value $.01 per share, of Cendant Corporation ("Company Common Stock")
issuable  pursuant  to  the  Cendant  Corporation  1999  Non-Employee  Directors
Deferred Compensation Plan (the "1999 Plan").

                                     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 1999  Plan as  specified  by Rule
428(b)  (1) under the  Securities  Act.  Such  documents  are not filed with the
Securities  and  Exchange   Commission  (the  "SEC")  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  the
prospectuses (the "Prospectuses") that meet the requirements of Section 10(a) of
the Securities Act relating to the Plans.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means:

o  incorporated documents are considered part of this Registration Statement and
   the Prospectuses,

o  we can disclose important information to you by referring you to those 
   documents,

o  information that we file with the SEC will automatically update this 
   Registration Statement and update and supersede the Prospectuses, and

o  any statement  contained in a document  incorporated  or deemed to be
   incorporated by reference in the  Prospectuses  shall be deemed to be
   modified  or  superseded  for  the  purposes  of  this   Registration
   Statement  and  the  Prospectuses  to the  extent  that  a  statement
   contained in the Registration Statement or the Prospectuses or in any
   subsequently  filed  document  that  also  is  or  is  deemed  to  be
   incorporated  by  reference  in  the  Registration  Statement  or the
   Prospectuses   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 the Prospectuses.

         We  incorporate  by reference the documents  listed below that we filed
    with the SEC under the  Securities  Exchange  Act of 1934,  as amended  (the
    "Exchange Act"):

o  our Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998,

o  our Quarterly report on Form 10-Q for the quarterly period ended March 31,
   1999,

<PAGE>

o  our Current Reports on Form 8-K dated January 8, 1999, February 3, 1999,
   February 4, 1999,  February  11,  1999,  February 16, 1999 and March 19,
   1999, and April 22, 1999,

o  the description of our common stock contained in the Registration Statements
   on Form 8-A dated July 27, 1984 and August 15, 1989.

         We also  incorporate by reference each of the following  documents that
   we will file with the SEC after the date of this Registration Statement:

o  Reports filed under Sections 13(a) and (c) of the Exchange Act.

o  Proxy or information statements filed under Section 14 of the Exchange Act in
   connection with any subsequent stockholders' meeting, and

o  Any reports filed under Section 15(d) of the Exchange Act.

         You may  request a copy of any  filings  referred  to above  (excluding
    exhibits), at no cost, by contacting us at the following address:

                  Investor Relations
                  Cendant Corporation
                  9 West 57th Street
                  New York, New York  10019
                  Telephone: (212) 413-1833

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 1999 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 certain  predecessor  auditors for
the payment of certain costs and expenses incurred 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.

                  The exhibit index appears on page 10 herein.

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 the 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 New York,  State of New York,  on this 13 day of May
1999.


                                            CENDANT CORPORATION
                                            (Registrant)


                                            By:  /s/ James E. Buckman
                                                  James E. Buckman
                                                  Vice Chairman
                                                  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, Jeanne
M.  Murphy  and Eric J. Bock,  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 May 13,  1999 by the  following
persons in the capacities indicated.

                 Name                                         Title
                 ----                                         -----

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

         /s/ James E. Buckman                     Vice Chairman,
         James E. Buckman                         General Counsel and Director



         /s/ Stephen P. Holmes                    Vice Chairman and Director
         Stephen P. Holmes



         /s/ Robert D. Kunisch                    Vice Chairman and Director
         Robert D. Kunisch


         /s/ Michael P. Monaco                    Vice Chairman and Director
         Michael P. Monaco


         /s/ David M. Johnson                    Senior Executive Vice President
         David M. Johnson                        and Chief Financial Officer


         /s/ Jon F. Danski                       Executive Vice President and
         Jon F. Danski                           Chief Accounting Officer
                                                 (Principal Accounting Officer)
 

         /s/ John D. Snodgrass                   Director
         John D. Snodgrass


         /s/ Leonard S. Coleman                  Director
         Leonard S. Coleman


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


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


         /s/ Brian Mulroney                      Director
           The Rt. Hon. Brian Mulroney,
         P.C., LL.D.


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


         /s/ Robert W. Pittman                   Director
         Robert W. Pittman




         /s/ E. John Rosenwald, Jr.              Director
         E. John Rosenwald, Jr.



         /s/ Robert P. Rittereiser               Director
         Robert P. Rittereiser


         /s/ Leonard Schutzman                   Director
         Leonard Schutzman



         /s/ Robert F. Smith                     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  by reference to Exhibit 1.1 to the Company's
              Registration Statement on Form S-3, No. 333-45227).

  4.2         Amended and Restated By-Laws of the Company  (incorporated  by 
              reference to Exhibit 4.2 of the Company's  Registration
              Statement on Form S-8 No. 333-69505).
 
  5.1         Opinion of Eric J. Bock, Esq. as to the legality of the shares
              being issued (including consent).

  23.1        Consent of Deloitte & Touche LLP relating to the financial
              statements of Cendant Corporation.

  23.2        Consent of KPMG LLP relating to the financial statements of PHH 
              Corporation.

  23.3        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).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20533}]
{"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": "333-78475", "film-number": "99623281"}, "business-address": {"street1": "9 WEST 57TH STREET 57TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124131800"}, "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.)

                  9 West 57th Street, New York, New York 10019
               (Address of Principal Executive Offices) (Zip Code)

                               CENDANT CORPORATION
             1999 Non-Employee Directors Deferred Compensation Plan

                             JAMES E. BUCKMAN, ESQ.
                        Vice Chairman and General Counsel
                               Cendant Corporation
                               9 West 57th Street
                            New York, New York 10019

                     (Name and Address of Agent For Service)
                               Tel: (212) 413-1800
                               Fax: (212) 413-1922

          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                                ERIC J. BOCK, ESQ
                              Vice President, Legal
                               Cendant Corporation
                               9 West 57th Street
                            New York, New York 10019
                     Tel: (212) 413-1800 Fax: (212) 413-1922
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed
       Title Of                                   Proposed Maximum       Maximum Aggregate          Amount Of
   Securities To Be          Amount To Be        Offering Price Per       Offering Price1       Registration Fee1
      Registered1             Registered               Share1
======================== ====================== ====================== ====================== ======================
Common Stock, $.01 par
value                           80,000                $18.0625              $1,445,000                $402
======================== ====================== ====================== ====================== ======================
1  Pursuant  to Rules 457 (c) and (b) under 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 May 13, 1999.
Explanatory Note

This Registration Statement on Form S-8 relates to up to 80,000 shares of common
stock, par value $.01 per share, of Cendant Corporation ("Company Common Stock")
issuable  pursuant  to  the  Cendant  Corporation  1999  Non-Employee  Directors
Deferred Compensation Plan (the "1999 Plan").

                                     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 1999  Plan as  specified  by Rule
428(b)  (1) under the  Securities  Act.  Such  documents  are not filed with the
Securities  and  Exchange   Commission  (the  "SEC")  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  the
prospectuses (the "Prospectuses") that meet the requirements of Section 10(a) of
the Securities Act relating to the Plans.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means:

o  incorporated documents are considered part of this Registration Statement and
   the Prospectuses,

o  we can disclose important information to you by referring you to those 
   documents,

o  information that we file with the SEC will automatically update this 
   Registration Statement and update and supersede the Prospectuses, and

o  any statement  contained in a document  incorporated  or deemed to be
   incorporated by reference in the  Prospectuses  shall be deemed to be
   modified  or  superseded  for  the  purposes  of  this   Registration
   Statement  and  the  Prospectuses  to the  extent  that  a  statement
   contained in the Registration Statement or the Prospectuses or in any
   subsequently  filed  document  that  also  is  or  is  deemed  to  be
   incorporated  by  reference  in  the  Registration  Statement  or the
   Prospectuses   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 the Prospectuses.

         We  incorporate  by reference the documents  listed below that we filed
    with the SEC under the  Securities  Exchange  Act of 1934,  as amended  (the
    "Exchange Act"):

o  our Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998,

o  our Quarterly report on Form 10-Q for the quarterly period ended March 31,
   1999,
o  our Current Reports on Form 8-K dated January 8, 1999, February 3, 1999,
   February 4, 1999,  February  11,  1999,  February 16, 1999 and March 19,
   1999, and April 22, 1999,

o  the description of our common stock contained in the Registration Statements
   on Form 8-A dated July 27, 1984 and August 15, 1989.

         We also  incorporate by reference each of the following  documents that
   we will file with the SEC after the date of this Registration Statement:

o  Reports filed under Sections 13(a) and (c) of the Exchange Act.

o  Proxy or information statements filed under Section 14 of the Exchange Act in
   connection with any subsequent stockholders' meeting, and

o  Any reports filed under Section 15(d) of the Exchange Act.

         You may  request a copy of any  filings  referred  to above  (excluding
    exhibits), at no cost, by contacting us at the following address:

                  Investor Relations
                  Cendant Corporation
                  9 West 57th Street
                  New York, New York  10019
                  Telephone: (212) 413-1833

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 1999 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 certain  predecessor  auditors for
the payment of certain costs and expenses incurred 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.

                  The exhibit index appears on page 10 herein.

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 the 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 New York,  State of New York,  on this 13 day of May
1999.

                                            CENDANT CORPORATION
                                            (Registrant)

                                            By:  /s/ James E. Buckman
                                                  James E. Buckman
                                                  Vice Chairman
                                                  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, Jeanne
M.  Murphy  and Eric J. Bock,  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 May 13,  1999 by the  following
persons in the capacities indicated.

                 Name                                         Title
                 ----                                         -----

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

         /s/ James E. Buckman                     Vice Chairman,
         James E. Buckman                         General Counsel and Director

         /s/ Stephen P. Holmes                    Vice Chairman and Director
         Stephen P. Holmes

         /s/ Robert D. Kunisch                    Vice Chairman and Director
         Robert D. Kunisch

         /s/ Michael P. Monaco                    Vice Chairman and Director
         Michael P. Monaco

         /s/ David M. Johnson                    Senior Executive Vice President
         David M. Johnson                        and Chief Financial Officer

         /s/ Jon F. Danski                       Executive Vice President and
         Jon F. Danski                           Chief Accounting Officer
                                                 (Principal Accounting Officer)
 

         /s/ John D. Snodgrass                   Director
         John D. Snodgrass

         /s/ Leonard S. Coleman                  Director
         Leonard S. Coleman

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

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

         /s/ Brian Mulroney                      Director
           The Rt. Hon. Brian Mulroney,
         P.C., LL.D.

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

         /s/ Robert W. Pittman                   Director
         Robert W. Pittman

         /s/ E. John Rosenwald, Jr.              Director
         E. John Rosenwald, Jr.

         /s/ Robert P. Rittereiser               Director
         Robert P. Rittereiser

         /s/ Leonard Schutzman                   Director
         Leonard Schutzman

         /s/ Robert F. Smith                     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  by reference to Exhibit 1.1 to the Company's
              Registration Statement on Form S-3, No. 333-45227).

  4.2         Amended and Restated By-Laws of the Company  (incorporated  by 
              reference to Exhibit 4.2 of the Company's  Registration
              Statement on Form S-8 No. 333-69505).
 
  5.1         Opinion of Eric J. Bock, Esq. as to the legality of the shares
              being issued (including consent).

  23.1        Consent of Deloitte & Touche LLP relating to the financial
              statements of Cendant Corporation.

  23.2        Consent of KPMG LLP relating to the financial statements of PHH 
              Corporation.

  23.3        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).