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

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


                          July 14, 1998 (July 14, 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 5.   Other

On July 14, 1998, Cendant Corporation announced that it believes that accounting
irregularities  at the former CUC  International  Inc. ("CUC") were greater than
those  initially  discovered  by Cendant  management  in April of this year.  In
addition,  Cendant's  investigation now confirms that accounting  irregularities
existed  in  CUC's  financial  statements in  years  prior  to 1997 and that, in
addition  to 1997,  1996 and 1995  results  will be  restated  to  correct  the
irregularities.

Cendant  now  believes  its  restatement  will  lower  1997  net  income  before
merger-related  and one-time  charges by 22 to 28 cents per share.  On April 15,
Cendant made a preliminary  estimate,  pending  completion of its investigation,
that  the  impact  would be  between  11 and 13 cents  per  share.  Prior to any
restatement, Cendant reported 1997 earnings per share before one-time charges of
$1.00.  Between  16 and 19  cents  of the 22  and 28  cent  1997  impact  of the
restatement will result from the correction of accounting irregularities.
The information  set forth in the press release  attached hereto as Exhibit 99.1
is incorporated herein by reference in its entirety.

Item 7.   Exhibits

Exhibit
   No.            Description

99.1              Press Release: Cendant Revises Estimate of Accounting 
                  Irregularities, dated July 14, 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/ James E. Buckman
                                James E. Buckman
                                Senior Executive Vice President
                                and General Counsel


Date: July 14, 1998



























                                                     





                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                   Report Dated July 14, 1998 (July 14, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

99.1              Press Release: Cendant Revises Estimate of Accounting
                  Irregularities, dated July 14, 1998.






EXHIBIT 99.1

PRESS RELEASE


                              FOR IMMEDIATE RELEASE

              CENDANT REVISES ESTIMATE OF ACCOUNTING IRREGULARITIES

 Now Expects Restatement to Lower 1997 Net Income Before One-time Charges by 22
                                   to 28 Cents Per Share

                 Restatements of 1996 and 1995 Results Expected

        Restatement Also to Correct Accounting Errors Not Associated with
                                 Irregularities

          Reduced One-time Charges to Offset Impact of Irregularities:
                      Impact on 1997 Net Income After One-
                   time Charges Could Range Between No Impact
                      to a Reduction of Six Cents Per Share

    Outlook for 1998 Earnings Revised Downward by Five to Six Cents Per Share

Parsippany,  NJ and Stamford, CT, July 14, 1998 - Cendant Corporation (NYSE: CD)
announced  today it believes that  accounting  irregularities  at the former CUC
International  ("CUC") were greater than those  initially  discovered by Cendant
management  in April of this year.  "We have now received  evidence  that for at
least the last three years the  financial  results of the former CUC reflected a
continuing   program  of  false  entries  which   misrepresented  the  financial
performance  and  condition  of that  company,"  said  Michael P.  Monaco,  Vice
Chairman and Chief Financial Officer of Cendant.

"These  accounting  practices  were  widespread  and  systemic  and affected the
accounting  records  of all the  major  business  units of  CUC," he  continued.
"Information  recently reported to us by independent  investigators  from Arthur
Andersen,  confirmed  by work done by Deloitte & Touche,  led us to increase our
estimate of these accounting irregularities,  which the Company and its auditors
define as accounting errors made with an intent to deceive.

"Our previous estimate of the irregularities, developed in April, relied heavily
on the mid-level CUC managers who helped us discover this problem," said Monaco.
"The newly discovered  irregularities  involve  practices that were uncovered by
the subsequent investigation."

In addition, Cendant's investigation now confirms that accounting irregularities
existed  in  CUC's  financial  statements  in  years  prior  to 1997 and that in
addition  to  1997,   1996  and  1995   results  will  be  restated  to  correct
irregularities.

"Cendant's   probe  of  CUC's  financial   records,   while  not  finished,   is
substantially  complete,"  Monaco  continued.  "Arthur  Andersen  is expected to
provide a report to our Audit  Committee  in two weeks,  and Cendant  expects to
issue  full  restated  and  audited  historical  financial  statements  in early
August." Deloitte & Touche acts as principal independent  accountants to Cendant
and has replaced Ernst & Young as the auditor of these historical statements.








Arthur Andersen's forensic audit was commissioned by Willkie Farr & Gallagher as
part of its overall investigation of the accounting  irregularities on behalf of
the Audit Committee of the Cendant Board. The Audit  Committee's  report of that
investigation should be complete in August.

Cendant also continues to cooperate with the Securities and Exchange  Commission
and the United States  Attorney's  office in Newark in their  investigations  of
these matters.

"The  combined  efforts of Cendant,  Arthur  Andersen and Deloitte & Touche have
delivered a level of accounting  scrutiny  several  orders of magnitude  greater
than that afforded by a normal audit  process,"  said Monaco.  "We are of course
outraged by these most recent findings.  However, the length,  breadth and depth
of the  investigation  ordered by our Board and  management  have now proven its
worth by uncovering  additional systemic  irregularities  beyond those initially
discovered  and  immediately  disclosed  by Cendant  management.  We believe our
thoroughness  will benefit our shareholders  and help restore  confidence in our
Company's  prospects and financial  results.  Cendant  continues to be a premier
franchise in the services  industry whose earnings  should  approach one billion
dollars in 1998."

Accounting Irregularities

Cendant  now  believes  its  restatement  will  lower  1997  net  income  before
merger-related  and one-time  charges by 22 to 28 cents per share.  On April 15,
Cendant made a preliminary  estimate,  pending  completion of its investigation,
that  the  impact  would be  between  11 and 13 cents  per  share.  Prior to any
restatement, Cendant reported 1997 earnings per share before one-time charges of
$1.00.  Between 16 and 19 cents of the 22 to 28 cent 1997 impact of  restatement
will result from the correction of accounting  irregularities.  Some of the most
significant irregularities now confirmed include:

Irregular charges against merger reserves.  Operating  results at the former CUC
     business units were artificially  boosted by recording  fictitious revenues
     through  inappropriately  reversing  restructuring  charge  liabilities  to
     revenues.  Many other  irregularities  were also generated by inappropriate
     use of these reserves.

Falsecoding of services  sold to  customers.  Significant  revenues from members
     purchasing   long-term   benefits  were   intentionally   misclassified  in
     accounting  records as revenue  from  shorter-term  products.  The  falsely
     recorded  revenues  generated  higher  levels  of  immediately   recognized
     revenues and profits for CUC.

Delayed  recognition  of  cancellation  of  memberships  and  "charge-backs"  (a
     charge-back is a rejection by a credit  card-issuing  bank of a charge to a
     member's credit card account). In addition to overstating  revenues,  these
     delayed  charges  caused  CUC's cash and  working  capital  accounts  to be
     overstated.

Quarterly recording of fictitious revenues. Large amounts of accounts receivable
     entries made in the first three  quarters of 1997 were  fabricated,  had no
     associated  clients or customers and no associated  sale of services.  This
     practice also occurred in 1996 and 1995.

Cendant  expects to provide  detailed  information  regarding  all  material CUC
irregular  accounting  practices  when it releases its  restated and  re-audited
financial statements for the 1995-1997 period.









Accounting Errors

Cendant,  working with Deloitte & Touche, has also discovered  accounting errors
in CUC's financial records that are not classified as accounting irregularities.
Approximately six to nine cents per share of the total estimated  restatement of
1997 earnings will result from the elimination of these errors. These accounting
errors include inappropriate useful lives for certain intangible assets, delayed
recognition  of insurance  claims,  and use of  accounting  policies that do not
conform to generally  accepted  accounting  principles.  Cendant will revise the
revenue  recognition  policies at the former  CUC's  Entertainment  Publications
subsidiary  ("EPUB") to record  revenue upon the sale of its coupon books.  Past
practice was to defer and spread revenue over subsequent quarters. The impact of
these changes will  substantially  shift revenue and earnings from the first and
second quarters to the third and fourth quarters.  While the full year 1998 will
not be affected by this  accounting  change,  it will cause the Company to lower
recognized  earnings for EPUB by approximately  two cents per share in the first
quarter of 1998 and one cent in the second quarter of 1998. The third and fourth
quarters  of  1998  are  anticipated  to  benefit  by an  approximately  similar
aggregate amount.

Cendant will also correct accounting  practices  associated with the recognition
of  revenue,  expenses  and  earnings  for its Privacy  Guard and certain  other
individual membership businesses. CUC recognized revenue and earnings from these
memberships at the time of sale. In the future,  Cendant will amortize revenues,
expenses and earnings over the twelve-month period after a member is charged his
or her full membership fee.

Finally,  the Company  will now accrue  revenues and  earnings  associated  with
individual  memberships  only  after the  Company  bills a full  membership  fee
payment to its customer.  The previous  practice called for accruals to begin at
the  time of  sale,  even if the sale  was for a  one-dollar  three-month  trial
period.

Reversal of Merger Charges

In addition,  the Company  anticipates  that it will reverse a material  portion
(currently  estimated at $200  million  after-tax)  of the  one-time  merger and
unusual  expense  charge  taken by CUC at the  time of the  merger  that  formed
Cendant  at the end of 1997.  Cendant  also  expects to reverse a portion of the
merger charges  recognized by CUC  International  upon the acquisitions of Ideon
Group,  Inc.,  Davidson &  Associates,  Inc. and Sierra  On-Line,  Inc. in 1996.
Cendant will reverse  portions of these reserves because many of the initiatives
(and the associated costs) identified and reserved for have not materialized and
the reserve amounts originally established cannot be substantiated.

The total  impact of the  restatement  on Cendant's  net income  after  one-time
charges  and its  shareholders'  equity  will  be  relatively  immaterial  after
reversal of these merger charges.  1997 net income after one-time  charges could
range   between  from  no  impact  to  a  reduction  of  six  cents.   Cendant's
shareholder's   equity  at  approximately  $4.5  billion  should  be  relatively
unaffected by the 1997 restatement.

Revision of 1998 Outlook

Cendant now expects 1998 earnings per share from  continuing  operations will be
five to six cents lower than  previously  expected.  The  individual  membership
business will contribute the majority of this reduction.  Monaco  explained that
"in the course of our in-depth review of these businesses, we







have revised and refined our historical database of cancellation and charge-back
experience.  In this business,  revenues and earnings from membership assets are
accrued using  accounting  grids that calculate our financial  benefit over time
while  incorporating  appropriate  inputs for cancellations and other sources of
attrition. Refinements in these assumptions in connection with the investigation
changed our forecast for 1998."

Also  contributing are lower earnings  expectations at Cendant's EPUB unit. This
change in  expectations  is  unrelated  to  changes in the  quarterly  timing of
earnings recognition at this unit. Correction of other accounting irregularities
and errors at EPUB will lower 1997  results  for this  business.  New  forecasts
incorporating  the lower 1997 base level of revenues  have lowered  management's
expectations for 1998. On April 15, Cendant management had not detected material
accounting irregularities or errors in EPUB's historical financial results.

Cendant  expects  the  balance  of the lower  expectations  to arise  from lower
earnings at its  consumer  software  unit that will cause  second  quarter  1998
earnings  to be one  cent per  share  less  than it had  earlier  expected.  The
revision in expectation is based on the performance of this unit in the recently
completed second quarter.

Certain matters discussed in the news release are forward-looking statements, as
defined  in  the  Private  Securities   Litigation  Reform  Act  of  1995.  Such
forward-looking  statements  are subject to a number of known and unknown  risks
and  uncertainties  including,  but not  limited  to,  the  outcome of the Audit
Committee's investigation; uncertainty as to the Company's future profitability;
the Company's ability to develop and implement operational and financial systems
to manage rapidly growing operations;  competition in the Company's existing and
potential  future  lines of business;  the  Company's  ability to integrate  and
operate  successfully  acquired  businesses and the risks  associated  with such
businesses;  the Company's  ability to obtain  financing on acceptable  terms to
finance the Company's  growth strategy and for the Company to operate within the
limitations  imposed by  financing  arrangements;  uncertainty  as to the future
profitability  of acquired  businesses;  and other  factors.  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.  The Company  assumes no obligation to update
these  forward-looking   statements  to  reflect  actual  results,   changes  in
assumptions  or  changes  in  other  factors   affecting  such   forward-looking
statements.

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.  Headquartered in Stamford,  CT and Parsippany,
NJ, the company has more than 40,000  employees,  operates in over 100 countries
and makes approximately 100 million customer contacts annually.


Media Contacts:
Elliott Bloom                               Jim Fingeroth/Thomas Davies
(973) 496-8414                              Kekst and Company
                                            (212) 521-4800

Investor Contact:
David M. Johnson
(973) 496-7909