content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                    ------------
  
  
                                      Form 8-K
                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
                                    ------------
  
                         February 8, 2001 (February 8, 2001)
                 (Date of Report (date of earliest event reported))
  
  
                                 Cendant Corporation
               (Exact name of Registrant as specified in its charter)
  
   ------------------------------------------------------------------------------
  
              Delaware                   1-10308               06-0918165
    (State or other jurisdiction  (Commission File No.)     (I.R.S. Employer
         of incorporation or                             Identification Number)
            organization)
   ------------------------------------------------------------------------------
   ------------------------------------------------------------------------------
  
         9 West 57th Street
            New York, NY                                         10019
        (Address of principal                                  (Zip Code)
         executive) office)
  
   ------------------------------------------------------------------------------
  
  
  
                                   (212) 413-1800
                (Registrant's telephone number, including area code)
  
  
  
                                        None
         (Former name, former address and former fiscal year, if applicable)
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  Item 5.  Other Events
  
            Except  as  expressly   indicated  or  unless  the  context  otherwise
  requires,  "Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
  Corporation, and its subsidiaries.
  
           On February 8, 2001, we issued a press release  announcing (i) the sale
  of 40 million shares of Cendant common stock to Lehman Brothers,  Inc. at $13.20
  per share, net of selling concessions, resulting in net proceeds of $528 million
  and (ii) that we have  agreed to sell $750  million of  zero-coupon  convertible
  senior  notes  due 2021 in a  private  offering  resulting  in net  proceeds  of
  approximately $738 million. The offerings are scheduled to close on February 13,
  2001. We will use the proceeds from the offerings to consummate the acquisitions
  of Avis Group Holdings, Inc. and Fairfield Communities, Inc., reduce outstanding
  debt, and for general corporate purposes.  A copy of the press release regarding
  the offerings is attached hereto as Exhibit 99.1 and is  incorporated  herein by
  reference in its entirety.
  
           Also, on February 8, 2001, we issued a press release announcing that we
  raised projected adjusted earnings per share from continuing operations for 2001
  from $0.93 to $0.95.  A copy of the press  release  regarding  the  increase  in
  projected  adjusted EPS is attached  hereto as Exhibit 99.2 and is  incorporated
  herein  by  reference  in its  entirety.  The  press  release  should be read in
  conjunction with the Note Regarding Forward Looking Statements which is attached
  hereto as Exhibit 99.3 and is incorporated herein by reference in its entirety.
  
  
  
  
  
  
  
  <PAGE>
  
  
  
                                                      SIGNATURE
  
  
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  
  
                                           CENDANT CORPORATION
  
  
  
                                           By: /s/ James E. Buckman
                                          ------------------------------
                                          James E. Buckman
                                          Vice Chairman
                                          and General Counsel
  
  
  Date:  February 8, 2001
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
                                 CENDANT CORPORATION
                             CURRENT REPORT ON FORM 8-K
                  Report Dated February 8, 2001 (February 8, 2001)
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.       Description
  
  99.1.Press  Release:  Cendant  Raises $1.278  Billion  through  Offerings of
       Cendant Common Stock and Senior Zero-Coupon Convertible Notes.
  99.2 Press Release:Cendant Raises 2001 Projected Adjusted EPS to $ .95from $.93.
  99.3 Note Regarding Forward-Looking Statements
  
  
  
  <PAGE>
  
  
  EXHIBIT 99.1
  
  CENDANT RAISES $1.278 BILLION THROUGH OFFERINGS OF CENDANT COMMON STOCK AND
  SENIOR ZERO-COUPON CONVERTIBLE NOTES
  
  New York, NY, February 8, 2001 - Cendant  Corporation (NYSE: CD) today announced
  the sale of 40 million shares of Cendant common stock to Lehman  Brothers,  Inc.
  at $13.20 per share,  net of selling  concessions,  resulting in net proceeds of
  $528  million.  Lehman  will also  have a 30-day  option  to  purchase  up to an
  additional six million  shares of Cendant common stock to cover  over-allotments
  which would provide $79.2 million in net proceeds.
  
  Cendant also  announced  that it has agreed to sell $750 million of  zero-coupon
  convertible  senior  notes  due  2021 in a  private  offering  resulting  in net
  proceeds of approximately  $738 million.  The initial purchaser will also have a
  30-day option to purchase additional notes to cover over-allotments resulting in
  up to $148 million in additional  net proceeds to Cendant.  Interest will accrue
  on the  notes at a rate  not to  exceed  2.5%  per  annum,  subject  to  certain
  contingencies. The notes will be convertible into shares of Cendant common stock
  at a price per share of not less than $18.22 if the closing  price of  Cendant's
  common  shares on the New York Stock  Exchange  exceeds  specified  levels or in
  certain other  circumstances.  The notes will not be redeemable by Cendant prior
  to February  13, 2004 but  Cendant  may be required to  repurchase  notes at the
  accreted  value  thereof,  at the option of the  holders,  on February 13, 2004,
  2009,  or 2014.  Cendant may choose to pay the purchase  price for the foregoing
  repurchases in cash or shares of Cendant common stock.
  
  The notes have not been registered  under United States  securities laws and may
  not be offered or sold in the United  States  except to qualified  institutional
  buyers.
  
  The  offerings  are  scheduled to close on February  13, 2001.  Cendant will use
  the  proceeds  from the  offerings to  consummate  the acquisitions  of Avis
  Group  Holdings,  Inc. and Fairfield  Communities,  Inc.,  reduce  outstanding
  debt,  and for general  corporate purposes.
  
  Cendant  Corporation is a diversified  global  provider of business and consumer
  services primarily within the real estate and travel sectors. The Company's core
  competencies  include  building  franchise  systems  and  providing  outsourcing
  services.  Cendant  is among the  world's  leading  franchisers  of real  estate
  brokerage offices,  hotels,  rental car agencies,  and tax preparation services.
  Cendant is also a provider of  outsourcing  solutions to its  business  partners
  including mortgage origination,  employee relocation, customer loyalty programs,
  
  and vacation  exchange  services.  Other  business  units  include NCP, the UK's
  largest  private  car park  operator,  and  WizCom,  an  information  technology
  services  provider.  With  headquarters  in  New  York  City,  the  Company  has
  approximately 28,000 employees and operates in over 100 countries.
  
  Cendant Media Contact:                Cendant Investor Contacts:
  Elliot Bloom                          Denise Gillen             Sam Levenson
  212-413-1832                          212-413-1833              212-413-1834
  
  
  <PAGE>
  
  
  EXHIBIT 99.2
  
  CENDANT RAISES 2001 PROJECTED ADJUSTED EPS TO $0.95 FROM $0.93
  
  New York, NY, February 8, 2001 - Cendant  Corporation  (NYSE: CD) announced that
  transactions  disclosed  earlier today related to raising $1.278 billion through
  offerings of Cendant common stock and senior  zero-coupon  convertible notes are
  expected to be accretive to earnings per share in 2001.
  
  Accordingly,  the Company has raised its projected  adjusted  earnings per share
  from  continuing  operations  for 2001 from $0.93 to $0.95.  The second  quarter
  forecast  has been  raised by $0.01 from $0.25 to $0.26 per share and the second
  half of the year will also benefit by $0.01 per share. For a further  discussion
  of the  Company's  projected  2001  adjusted  earnings  per  share,  please  see
  Cendant's Form 8-K filed on February 7, 2001.
  
   Cendant  Corporation is a diversified  global provider of business and consumer
  services primarily within the real estate and travel sectors. The Company's core
  competencies  include  building  franchise  systems  and  providing  outsourcing
  services.  Cendant  is among the  world's  leading  franchisers  of real  estate
  brokerage offices,  hotels,  rental car agencies,  and tax preparation services.
  Cendant is also a provider of  outsourcing  solutions to its  business  partners
  including mortgage origination,  employee relocation, customer loyalty programs,
  and vacation  exchange  services.  Other  business  units  include NCP, the UK's
  largest  private  car park  operator,  and  WizCom,  an  information  technology
  services  provider.  With  headquarters  in  New  York  City,  the  Company  has
  approximately 28,000 employees and operates in over 100 countries.
  
  Statements about future results made in this release constitute  forward-looking
  statements within the meaning of the Private Securities Litigation Reform Act of
  1995.  These  statements  are  based on  current  expectations  and the  current
  economic  environment.  The  Company  cautions  that  these  statements  are not
  guarantees of future  performance.  Actual  results may differ  materially  from
  those  expressed  or  implied  in  the  forward-looking  statements.   Important
  assumptions  and other  important  factors  that could cause  actual  results to
  differ materially from those in the forward-looking  statements are specified in
  the Company's Form 8-K filed on February 7, 2001.
  
  Such forward-looking  statements include projections.  Such projections were not
  prepared in accordance  with published  guidelines of the American  Institute of
  Certified Public Accountants or the SEC regarding projections and forecasts, nor
  have  such  projections  been  audited,   examined  or  otherwise   reviewed  by
  independent auditors of Cendant or its affiliates. In addition, such projections
  are based upon many estimates and are inherently subject to significant economic
  and competitive  uncertainties and  contingencies,  many of which are beyond the
  control  of  management  of  Cendant  and  its   affiliates.   Certain  of  such
  uncertainties  and  contingencies  are specified in Cendant's  Form 8-K filed on
  February 7, 2001. Accordingly,  actual results may be materially higher or lower
  than those  projected.  The inclusion of such  projections  herein should not be
  regarded as a  representation  by Cendant or its affiliates that the projections
  will prove to be correct.
  
  
  <PAGE>
  
  
  
  Cendant Media Contact:                          Cendant Investor Contacts:
  Elliot Bloom                                    Denise Gillen
  212-413-1833                                    212-413-1833
  
                                                  Sam Levenson
                                                  212-413-1834
  
  
  
  <PAGE>
  
  
  EXHIBIT 99.3
  
                      NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
   .........Forward-looking  statements  in the Press  Release,  dated  February 8,
  2001,  about Cendant are subject to known and unknown risks,  uncertainties  and
  other factors which may cause the actual results, performance or achievements of
  Cendant to be  materially  different  from any future  results,  performance  or
  achievements  expressed  or implied by such  forward-looking  statements.  These
  forward-looking  statements  were  based on  various  factors  and were  derived
  utilizing numerous important  assumptions and other important factors that could
  cause  actual  results to differ  materially  from those in the  forward-looking
  statements. Forward-looking statements include the information concerning future
  financial  performance,  business  strategy,  projected  plans and objectives of
  Cendant.
  
   .........Statements preceded by, followed by or that otherwise include the words
  "believes",   "expects",   "anticipates",   "intends",  "project",  "estimates",
  "plans",  "may increase",  "may fluctuate" and similar  expressions or future or
  conditional  verbs such as "will",  "should",  "would",  "may" and  "could"  are
  generally  forward-looking  in  nature  and  not  historical  acts.  You  should
  understand that the following important factors and assumptions could affect the
  future  results of Cendant and could cause actual  results to differ  materially
  from those expressed in such forward-looking statements:
  
  o........the  effect of economic  conditions  and  interest  rate changes on the
                economy on a  national,  regional or  international  basis and the
                impact thereof on Cendant's businesses;
  
  o        the effects of changes in current interest rates, particularly on our
                real estate franchise and mortgage segments;
  
  o        the  resolution  or outcome of  Cendant's  unresolved  pending
                litigation  relating to the  previously  announced  accounting
                irregularities and other related litigation;
  
  o        the ability of Cendant to develop and  implement  operational  and
                financial  systems to manage  rapidly  growing  operations  and to
                achieve enhanced earnings or effect cost savings;
  
  o        competition  in  Cendant's  existing and  potential  future lines of
                business  and the  financial  resources  of, and products
                available to, competitiors;
  
  o        the  ability of  Cendant to  integrate  and  operate  successfully
                acquired  and merged  businesses  and risks  associated  with such
                businesses,  including the  acquisition of Fairfield and Avis, the
                compatibility of the operating systems of the combining companies,
                and the degree to which existing  administrative  and  back-office
                functions  and costs of Cendant  and the  acquired  companies  are
                complementary or redundant;
  
  o        uncertainty  relating to the timing and impact of the proposed
                dispositions of certain  businesses  within the Move.com Group
                and Welcome Wagon International, Inc. and the spin-off of
                Cendant's Individual Membership segment;
  
  o             Cendant's  ability  to obtain  financing  on  acceptable  terms to
                finance its growth  strategy and for Cendant to operate within the
                limitations imposed by financing arrangements and rating agencies;
  
  o        competitive and pricing pressures in the vacation ownership and travel
                industries, including the car rental industry;
  
  o             Changes  in  the  vehicle  manufacturer   repurchase  arrangements
                between  vehicle  manufacturers  and Avis in the  event  that used
                vehicle values decrease; and
  
  o        changes in laws and regulations,  including  changes in accounting
                standards and privacy policy  regulation in our membership
                and marketing businesses; and
  
  Other factors and  assumptions  not  identified  above were also involved in the
  derivation of these  forward-looking  statements,  and the failure of such other
  assumptions  to be  realized  as well as other  factors  may also  cause  actual
  results to differ  materially  from those  projected.  Most of these factors are
  difficult to predict accurately and are generally beyond the control of Cendant.
  
           You should  consider the areas of risk  described  above in  connection
  with any  forward-looking  statements  that may be made by  Cendant.  Except for
  their ongoing  obligations to disclose  material  information  under the federal
  securities  laws,  Cendant  undertakes  no  obligation  to release  publicly any
  revisions to any forward-looking  statements,  to report events or to report the
  occurrence of unanticipated events. For any forward-looking statements contained
  in  any  document,  Cendant  claims  the  protection  of  the  safe  harbor  for
  forward-looking  statement contained in the Private Securities Litigation Reform
  Act of 1995.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8-K", "secsgml_size_bytes": 16652}]
metadata_filer: {"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": "8-K", "act": "34", "file-number": "001-10308", "film-number": "1528905"}, "business-address": {"street1": "9 WEST 57TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "9734965036"}, "mail-address": {"street1": "9 WEST 57TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "CUC INTERNATIONAL INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "COMP U CARD INTERNATIONAL INC", "date-changed": "19870914"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                    ------------
  
                                      Form 8-K
                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
                                    ------------
  
                         February 8, 2001 (February 8, 2001)
                 (Date of Report (date of earliest event reported))
  
                                 Cendant Corporation
               (Exact name of Registrant as specified in its charter)
  
   ------------------------------------------------------------------------------
  
              Delaware                   1-10308               06-0918165
    (State or other jurisdiction  (Commission File No.)     (I.R.S. Employer
         of incorporation or                             Identification Number)
            organization)
   ------------------------------------------------------------------------------
   ------------------------------------------------------------------------------
  
         9 West 57th Street
            New York, NY                                         10019
        (Address of principal                                  (Zip Code)
         executive) office)
  
   ------------------------------------------------------------------------------
  
                                   (212) 413-1800
                (Registrant's telephone number, including area code)
  
                                        None
         (Former name, former address and former fiscal year, if applicable)
  Item 5.  Other Events
  
            Except  as  expressly   indicated  or  unless  the  context  otherwise
  requires,  "Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
  Corporation, and its subsidiaries.
  
           On February 8, 2001, we issued a press release  announcing (i) the sale
  of 40 million shares of Cendant common stock to Lehman Brothers,  Inc. at $13.20
  per share, net of selling concessions, resulting in net proceeds of $528 million
  and (ii) that we have  agreed to sell $750  million of  zero-coupon  convertible
  senior  notes  due 2021 in a  private  offering  resulting  in net  proceeds  of
  approximately $738 million. The offerings are scheduled to close on February 13,
  2001. We will use the proceeds from the offerings to consummate the acquisitions
  of Avis Group Holdings, Inc. and Fairfield Communities, Inc., reduce outstanding
  debt, and for general corporate purposes.  A copy of the press release regarding
  the offerings is attached hereto as Exhibit 99.1 and is  incorporated  herein by
  reference in its entirety.
  
           Also, on February 8, 2001, we issued a press release announcing that we
  raised projected adjusted earnings per share from continuing operations for 2001
  from $0.93 to $0.95.  A copy of the press  release  regarding  the  increase  in
  projected  adjusted EPS is attached  hereto as Exhibit 99.2 and is  incorporated
  herein  by  reference  in its  entirety.  The  press  release  should be read in
  conjunction with the Note Regarding Forward Looking Statements which is attached
  hereto as Exhibit 99.3 and is incorporated herein by reference in its entirety.
  SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                           CENDANT CORPORATION
  
                                           By: /s/ James E. Buckman
                                          ------------------------------
                                          James E. Buckman
                                          Vice Chairman
                                          and General Counsel
  
  Date:  February 8, 2001
  CENDANT CORPORATION
                             CURRENT REPORT ON FORM 8-K
                  Report Dated February 8, 2001 (February 8, 2001)
  
                                    EXHIBIT INDEX
  
  Exhibit No.       Description
  
  99.1.Press  Release:  Cendant  Raises $1.278  Billion  through  Offerings of
       Cendant Common Stock and Senior Zero-Coupon Convertible Notes.
  99.2 Press Release:Cendant Raises 2001 Projected Adjusted EPS to $ .95from $.93.
  99.3 Note Regarding Forward-Looking Statements
  EXHIBIT 99.1
  
  CENDANT RAISES $1.278 BILLION THROUGH OFFERINGS OF CENDANT COMMON STOCK AND
  SENIOR ZERO-COUPON CONVERTIBLE NOTES
  
  New York, NY, February 8, 2001 - Cendant  Corporation (NYSE: CD) today announced
  the sale of 40 million shares of Cendant common stock to Lehman  Brothers,  Inc.
  at $13.20 per share,  net of selling  concessions,  resulting in net proceeds of
  $528  million.  Lehman  will also  have a 30-day  option  to  purchase  up to an
  additional six million  shares of Cendant common stock to cover  over-allotments
  which would provide $79.2 million in net proceeds.
  
  Cendant also  announced  that it has agreed to sell $750 million of  zero-coupon
  convertible  senior  notes  due  2021 in a  private  offering  resulting  in net
  proceeds of approximately  $738 million.  The initial purchaser will also have a
  30-day option to purchase additional notes to cover over-allotments resulting in
  up to $148 million in additional  net proceeds to Cendant.  Interest will accrue
  on the  notes at a rate  not to  exceed  2.5%  per  annum,  subject  to  certain
  contingencies. The notes will be convertible into shares of Cendant common stock
  at a price per share of not less than $18.22 if the closing  price of  Cendant's
  common  shares on the New York Stock  Exchange  exceeds  specified  levels or in
  certain other  circumstances.  The notes will not be redeemable by Cendant prior
  to February  13, 2004 but  Cendant  may be required to  repurchase  notes at the
  accreted  value  thereof,  at the option of the  holders,  on February 13, 2004,
  2009,  or 2014.  Cendant may choose to pay the purchase  price for the foregoing
  repurchases in cash or shares of Cendant common stock.
  
  The notes have not been registered  under United States  securities laws and may
  not be offered or sold in the United  States  except to qualified  institutional
  buyers.
  
  The  offerings  are  scheduled to close on February  13, 2001.  Cendant will use
  the  proceeds  from the  offerings to  consummate  the acquisitions  of Avis
  Group  Holdings,  Inc. and Fairfield  Communities,  Inc.,  reduce  outstanding
  debt,  and for general  corporate purposes.
  
  Cendant  Corporation is a diversified  global  provider of business and consumer
  services primarily within the real estate and travel sectors. The Company's core
  competencies  include  building  franchise  systems  and  providing  outsourcing
  services.  Cendant  is among the  world's  leading  franchisers  of real  estate
  brokerage offices,  hotels,  rental car agencies,  and tax preparation services.
  Cendant is also a provider of  outsourcing  solutions to its  business  partners
  including mortgage origination,  employee relocation, customer loyalty programs,
  
  and vacation  exchange  services.  Other  business  units  include NCP, the UK's
  largest  private  car park  operator,  and  WizCom,  an  information  technology
  services  provider.  With  headquarters  in  New  York  City,  the  Company  has
  approximately 28,000 employees and operates in over 100 countries.
  
  Cendant Media Contact:                Cendant Investor Contacts:
  Elliot Bloom                          Denise Gillen             Sam Levenson
  212-413-1832                          212-413-1833              212-413-1834
  EXHIBIT 99.2
  
  CENDANT RAISES 2001 PROJECTED ADJUSTED EPS TO $0.95 FROM $0.93
  
  New York, NY, February 8, 2001 - Cendant  Corporation  (NYSE: CD) announced that
  transactions  disclosed  earlier today related to raising $1.278 billion through
  offerings of Cendant common stock and senior  zero-coupon  convertible notes are
  expected to be accretive to earnings per share in 2001.
  
  Accordingly,  the Company has raised its projected  adjusted  earnings per share
  from  continuing  operations  for 2001 from $0.93 to $0.95.  The second  quarter
  forecast  has been  raised by $0.01 from $0.25 to $0.26 per share and the second
  half of the year will also benefit by $0.01 per share. For a further  discussion
  of the  Company's  projected  2001  adjusted  earnings  per  share,  please  see
  Cendant's Form 8-K filed on February 7, 2001.
  
   Cendant  Corporation is a diversified  global provider of business and consumer
  services primarily within the real estate and travel sectors. The Company's core
  competencies  include  building  franchise  systems  and  providing  outsourcing
  services.  Cendant  is among the  world's  leading  franchisers  of real  estate
  brokerage offices,  hotels,  rental car agencies,  and tax preparation services.
  Cendant is also a provider of  outsourcing  solutions to its  business  partners
  including mortgage origination,  employee relocation, customer loyalty programs,
  and vacation  exchange  services.  Other  business  units  include NCP, the UK's
  largest  private  car park  operator,  and  WizCom,  an  information  technology
  services  provider.  With  headquarters  in  New  York  City,  the  Company  has
  approximately 28,000 employees and operates in over 100 countries.
  
  Statements about future results made in this release constitute  forward-looking
  statements within the meaning of the Private Securities Litigation Reform Act of
  1995.  These  statements  are  based on  current  expectations  and the  current
  economic  environment.  The  Company  cautions  that  these  statements  are not
  guarantees of future  performance.  Actual  results may differ  materially  from
  those  expressed  or  implied  in  the  forward-looking  statements.   Important
  assumptions  and other  important  factors  that could cause  actual  results to
  differ materially from those in the forward-looking  statements are specified in
  the Company's Form 8-K filed on February 7, 2001.
  
  Such forward-looking  statements include projections.  Such projections were not
  prepared in accordance  with published  guidelines of the American  Institute of
  Certified Public Accountants or the SEC regarding projections and forecasts, nor
  have  such  projections  been  audited,   examined  or  otherwise   reviewed  by
  independent auditors of Cendant or its affiliates. In addition, such projections
  are based upon many estimates and are inherently subject to significant economic
  and competitive  uncertainties and  contingencies,  many of which are beyond the
  control  of  management  of  Cendant  and  its   affiliates.   Certain  of  such
  uncertainties  and  contingencies  are specified in Cendant's  Form 8-K filed on
  February 7, 2001. Accordingly,  actual results may be materially higher or lower
  than those  projected.  The inclusion of such  projections  herein should not be
  regarded as a  representation  by Cendant or its affiliates that the projections
  will prove to be correct.
  Cendant Media Contact:                          Cendant Investor Contacts:
  Elliot Bloom                                    Denise Gillen
  212-413-1833                                    212-413-1833
  
                                                  Sam Levenson
                                                  212-413-1834
  EXHIBIT 99.3
  
                      NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
   .........Forward-looking  statements  in the Press  Release,  dated  February 8,
  2001,  about Cendant are subject to known and unknown risks,  uncertainties  and
  other factors which may cause the actual results, performance or achievements of
  Cendant to be  materially  different  from any future  results,  performance  or
  achievements  expressed  or implied by such  forward-looking  statements.  These
  forward-looking  statements  were  based on  various  factors  and were  derived
  utilizing numerous important  assumptions and other important factors that could
  cause  actual  results to differ  materially  from those in the  forward-looking
  statements. Forward-looking statements include the information concerning future
  financial  performance,  business  strategy,  projected  plans and objectives of
  Cendant.
  
   .........Statements preceded by, followed by or that otherwise include the words
  "believes",   "expects",   "anticipates",   "intends",  "project",  "estimates",
  "plans",  "may increase",  "may fluctuate" and similar  expressions or future or
  conditional  verbs such as "will",  "should",  "would",  "may" and  "could"  are
  generally  forward-looking  in  nature  and  not  historical  acts.  You  should
  understand that the following important factors and assumptions could affect the
  future  results of Cendant and could cause actual  results to differ  materially
  from those expressed in such forward-looking statements:
  
  o........the  effect of economic  conditions  and  interest  rate changes on the
                economy on a  national,  regional or  international  basis and the
                impact thereof on Cendant's businesses;
  
  o        the effects of changes in current interest rates, particularly on our
                real estate franchise and mortgage segments;
  
  o        the  resolution  or outcome of  Cendant's  unresolved  pending
                litigation  relating to the  previously  announced  accounting
                irregularities and other related litigation;
  
  o        the ability of Cendant to develop and  implement  operational  and
                financial  systems to manage  rapidly  growing  operations  and to
                achieve enhanced earnings or effect cost savings;
  
  o        competition  in  Cendant's  existing and  potential  future lines of
                business  and the  financial  resources  of, and products
                available to, competitiors;
  
  o        the  ability of  Cendant to  integrate  and  operate  successfully
                acquired  and merged  businesses  and risks  associated  with such
                businesses,  including the  acquisition of Fairfield and Avis, the
                compatibility of the operating systems of the combining companies,
                and the degree to which existing  administrative  and  back-office
                functions  and costs of Cendant  and the  acquired  companies  are
                complementary or redundant;
  
  o        uncertainty  relating to the timing and impact of the proposed
                dispositions of certain  businesses  within the Move.com Group
                and Welcome Wagon International, Inc. and the spin-off of
                Cendant's Individual Membership segment;
  
  o             Cendant's  ability  to obtain  financing  on  acceptable  terms to
                finance its growth  strategy and for Cendant to operate within the
                limitations imposed by financing arrangements and rating agencies;
  
  o        competitive and pricing pressures in the vacation ownership and travel
                industries, including the car rental industry;
  
  o             Changes  in  the  vehicle  manufacturer   repurchase  arrangements
                between  vehicle  manufacturers  and Avis in the  event  that used
                vehicle values decrease; and
  
  o        changes in laws and regulations,  including  changes in accounting
                standards and privacy policy  regulation in our membership
                and marketing businesses; and
  
  Other factors and  assumptions  not  identified  above were also involved in the
  derivation of these  forward-looking  statements,  and the failure of such other
  assumptions  to be  realized  as well as other  factors  may also  cause  actual
  results to differ  materially  from those  projected.  Most of these factors are
  difficult to predict accurately and are generally beyond the control of Cendant.
  
           You should  consider the areas of risk  described  above in  connection
  with any  forward-looking  statements  that may be made by  Cendant.  Except for
  their ongoing  obligations to disclose  material  information  under the federal
  securities  laws,  Cendant  undertakes  no  obligation  to release  publicly any
  revisions to any forward-looking  statements,  to report events or to report the
  occurrence of unanticipated events. For any forward-looking statements contained
  in  any  document,  Cendant  claims  the  protection  of  the  safe  harbor  for
  forward-looking  statement contained in the Private Securities Litigation Reform
  Act of 1995.