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

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


                           May 18, 1998 (May 11, 1998)
               (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 organization)                         Identification Number)

         6 Sylvan Way
     Parsippany, New Jersey                                              07054
(Address of principal executive office)                               (Zip Code)





                                 (973) 428-9700
              (Registrant's telephone number, including area code)



                                      None
       (Former name, former address and former fiscal year, if applicable)














Item 4.           Changes In Registrant's Certifying Accountant

As previously announced, the Company has discovered accounting irregularities in
certain business units of the former CUC International  Inc. ("CUC"),  which are
now part of the Company's  Alliance  Marketing Division (formerly the Membership
segment).  The  results  of an  investigation  by  the  Audit  Committee  of the
Company's Board of Directors into these accounting irregularities will require a
restatement of previously  reported quarterly and annual results.  As previously
announced,  the  previously  issued audited  financial  statements and auditors'
reports should not be relied upon. As discussed in the Form 8-K filed on January
22,  1998,  the Company had engaged  Deloitte & Touche LLP as its new  principal
accountants  and Ernst & Young LLP was to be dismissed  after it  completed  its
audit of the Company's former CUC business units for the year ended December 31,
1997. In connection  with the preparation of restated  financial  statements for
the year ended  December  31, 1997,  the Company  intends to continue to use its
principal  independent  accountants,  Deloitte & Touche LLP,  and has decided to
dismiss  Ernst & Young LLP as the  independent  accountant  upon whom Deloitte &
Touche  LLP  previously  relied  in its  report  on the  Company.  As  principal
independent  accountants  of the Company,  Deloitte & Touche LLP will assume all
auditing functions  previously  provided by Ernst & Young LLP for the former CUC
businesses.

Pursuant to Item 304(a) of Regulation S-K, the Company reports the following:

                     (i) On May 11, 1998,  the Company  dismissed  Ernst & Young
LLP, which served
as the  independent  accountants of the Company's  former CUC businesses for the
year ended December 31, 1997 and upon whom the Company's principal  accountants,
Deloitte & Touche  LLP,  expressed  reliance  in its report on the  Company.  As
discussed  in the Form 8-K filed on January  22,  1998,  the Company had engaged
Deloitte & Touche LLP as its new principal accountants and Ernst & Young LLP was
to be  dismissed  after it  completed  its  audit of the  Company's  former  CUC
business units for the year ended December 31, 1997.

                     (ii)  The  reports  of Ernst & Young  LLP on the  financial
statements for the past two
fiscal  years of the  Company  contained  no adverse  opinion or  disclaimer  of
opinion and were not  qualified  or modified as to  uncertainty,  audit scope or
accounting principles.

                     (iii)  The  Audit  Committee  of  the  Company's  Board  of
Directors participated in and
approved the decision to dismiss Ernst & Young LLP.

                     (iv) In  connection  with its audit for the two most recent
fiscal years and through May
11, 1998,  there were no  disagreements  with Ernst & Young LLP on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which  disagreements if not resolved to the satisfaction of
Ernst & Young LLP would have caused Ernst & Young LLP to make reference  thereto
in their  report  on the  financial  statements  for  such  years.  However,  as
previously  reported,  the  Audit  Committee  of the Board of  Directors  of the
Company is conducting an investigation into accounting  irregularities at former
CUC business  units which were audited by Ernst & Young LLP. The results of such
investigation  will  require a  restatement  of  previously  reported  financial
statements of the Company. Such investigation may result in disagreements by the
Company with Ernst & Young LLP in the future with respect to previously reported
financial statements of the Company which were audited by Ernst & Young LLP.



                     (v) During the two most recent fiscal years and through May
11, 1998, there were no reportable events as that term is defined in Item 304(a)
(1)(v) of Regulation S-K.  However, as part of its  announcement  of  accounting
irregularities, the  Company  has said  that previously  issued  financial
statements  and auditors'  reports  should not be relied upon.

                     (vi) The  Company  has  requested  that  Ernst & Young  LLP
furnish it with a letter
addressed  to the  Commission  stating  whether or not it agrees  with the above
statements. A copy of such letter, dated May 15, 1998, is filed as Exhibit 16 of
this Form 8-K.

Item 7.   Exhibits

Exhibit
   No.         Description

16             Letter from Ernst & Young LLP regarding change in certifying 
               accountant of a significant subsidiary.

99.1           Press Release: Cendant Dismisses Ernst & Young LLP as Independent
               Accountants of the Company's Former CUC Business Units, dated May
               18, 1998.



                                                 





                                    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/     Scott E.  Forbes
                                                    Scott E.  Forbes
                                                    Executive Vice President
                                                    and Chief Accounting Officer


Date: May 18, 1998



























                                                     





                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                    Report Dated May 18, 1998 (May 11, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

16                Letter from Ernst & Young LLP regarding change in certifying 
                  accountant of a significant subsidiary.

99.1              Press Release: Cendant Dismisses Ernst & Young LLP as 
                  independent Accountants of the Company's Former CUC Business 
                  Units, dated May 18, 1998.







EXHIBIT 16TO FORM 8-K




May 15, 1998


Securities and Exchange Commission
Mail Stop 9-5
450 Fifth St., N.W.
Washington, DC 20549

Gentlemen:

We have read the matters reported  pursuant to item 304(a) of the Regulation S-K
included in Item 4 of Form 8-K dated May 18, 1998 of Cendant Corporation and are
in agreement  with the statements  contained in paragraphs  (i), (ii), the first
sentence of paragraph (iv) and paragraphs (v) and (vi) on Pages 2 and 3 therein.
We have no basis to agree or disagree with other  statements  of the  registrant
contained therein.

/s/ Ernst & Young LLP
Ernst & Young LLP





EXHIBIT 99.1

               CENDANT DISMISSES ERNST & YOUNG LLP AS INDEPENDENT

             ACCOUNTANTS OF THE COMPANY'S FORMER CUC BUSINESS UNITS

  Deloitte & Touche to Continue as Cendant's Principal Independent Accountants

     Stamford,  CT and  Parsippany,  NJ,  May 18,  1998 --  Cendant  Corporation
(NYSE:CD)  today  announced that it has dismissed  Ernst & Young LLP (E&Y) which
served as the  independent  accountants for the Company's CUC business units for
the year ended  December 31, 1997.  The Company also  announced  that Deloitte &
Touche  LLP  will   continue  to  serve  as  Cendant's   principal   independent
accountants,  and will assume all auditing functions  previously provided by E&Y
for the former CUC  businesses.  Deloitte & Touche will also assume all auditing
functions  which had been  conducted by E&Y in  connection  with the  previously
announced restatement of the Company's financial results. The Audit Committee of
the Company's  Board of Directors  participated  in and approved the decision to
dismiss  E&Y. As  announced,  the  Company  expects to issue  audited  financial
statements  in the  summer of 1998,  and does not  anticipate  any delay in this
schedule due to this change.

     Cendant (NYSE: CD) is the world's premier provider of consumer and business
services.  Cendant  operates in three principal  segments:  Alliance  Marketing,
Travel and Real Estate Services. In Alliance Marketing,  Cendant provides access
to travel,  shopping,  auto,  dining,  and other services  worldwide.  In Travel
Services,  Cendant is the leading  franchisor  of hotels and rental car agencies
worldwide,  the premier provider of vacation exchange services,  a leading fleet
management company through PHH, and the U.K.'s largest private car park operator
through NPC. In Real Estate Services,  Cendant is the world's premier franchisor
of  residential  real estate  brokerage  offices,  a major  provider of mortgage
services to  consumers  and a global  leader in corporate  employee  relocation.
Headquartered in Stamford, CT and Parsippany,  NJ, the company has nearly 40,000
employees,  operates  in over 100  countries  and makes  more  than 100  million
customer contacts annually.