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 29, 1998 (July 27, 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

     Management  and Corporate  Governance  Changes.  On July 28, 1998,  Cendant
Corporation (the "Company") announced that Walter A. Forbes resigned as Chairman
of the Company and as a member of the Board of  Directors.  Henry R.  Silverman,
Chief Executive Officer of the Company,  was unanimously elected by the Board of
Directors to be Chairman and will continue to serve as Chief  Executive  Officer
and  President.   Nine  members  of  the  Board  formerly  associated  with  CUC
International  Inc.  ("CUC") , including Mr.  Forbes,  also  resigned  effective
immediately.  One other Board member formerly associated with CUC will leave the
Board by year end, leaving the Company with 18 directors.

     The Board also voted to eliminate  the  governance  plan adopted as part of
the  merger  of CUC  and HFS  Incorporated,  including  the  80%  super-majority
provisions of the  Company's  By-Laws which  included  provisions  governing the
composition of the Board and  limitations on the removal of the Chairman and the
Chief Executive Officer. In addition, the Board rescheduled the Company's annual
meeting of shareholders for October 1, 1998.

     The  severance  agreement  reached  with Mr.  Forbes gives him the benefits
required by his  employment  contract  relating to a termination  of Mr. Forbes'
employment  with the Company for reasons  other than for cause.  These  benefits
total $35 million in cash and include the grant of stock  options.  In addition,
the Company  provided a limited  release  for Mr.  Forbes.  The  payments to Mr.
Forbes  will cause the  Company to record an  unusual  expense of  approximately
$0.03 per share in the third quarter.
 
     The immediate departure of nine Directors formerly associated with CUC, and
the planned  departure of one additional CUC Director,  Frederick D. Green, will
result in the Company having a Board with 18 Directors.  Mr. Green,  Chairman of
the Audit Committee of the Board, has agreed to resign effective upon completion
of the final Audit Committee report relating to the accounting irregularities.

Extension  of American  Bankers  Tender  offer.  On July 27,  1998,  the Company
Corporation  announced  that it  extended  its cash  tender  offer  to  purchase
approximately  23.5 million common shares of American  Bankers  Insurance Group,
Inc. ("ABI") at a price of $67 per share. The offer,  which commenced on January
28,  1998,  and was  scheduled  to expire at 5:00 p.m.,  New York City time,  on
Monday, August 3, 1998, has been extended through 5:00 p.m., New York City time,
Tuesday, September 1, 1998, unless further extended.

     Audit  Committee  Investigation  Update.  On July  28,  1998,  the  Company
announced  that the Audit  Committee of its Board of  Directors  had received an
oral summary of the  conclusions of Arthur  Andersen LLP's forensic audit of the
accounting  records  of the  former  CUC.  Arthur  Andersen  reported  that  its
investigation was virtually complete. Deloitte & Touche LLP also reported on the
status of its audit and  indicated  that it was  substantially  complete.  Their
conclusions  were consistent with the Company's July 14, 1998 $0.22 to $0.28 per
share estimate of the aggregate  restatement  of net income before  one-time and
extraordinary  items  required to correct  1997  accounting  irregularities  and
accounting errors.

The information set forth in the press releases attached hereto as Exhibit 99.1,
99.2 and 99.3 and the agreements  attached  hereto as Exhibits 10.1 and 10.2 are
incorporated herein by reference in their entirety.

Item 7.   Exhibits

Exhibit
   No.            Description


10.1              Memorandum, dated July 28, 1998, from Walter A. Forbes to
                  Audit Committee.

10.2              Agreement, dated July 28, 1998, between Cendant Corporation 
                  and Walter A. Forbes.

99.1              Press Release: Cendant Extends $67 Per Share Tender Offer for 
                  American Bankers Insurance Group to September 1, 1998, dated
                  July 27, 1998.

99.2              Press Release: Cendant Confirms Estimate of 1997 Accounting
                  Restatement, dated July 28, 1998.

99.3              Press Release: Walter Forbes Steps Down as Cendant Chairman.
                  dated July 28, 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 29, 1998



























                                                       





                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                   Report Dated July 28, 1998 (July 27, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

10.1              Memorandum, dated July 28, 1998, from Walter A. Forbes to 
                  Audit Committee.

10.2              Agreement, dated July 28, 1998, between Cendant Corporation 
                  and Walter A. Forbes.

99.1              Press Release: Cendant Extends $67 Per Share Tender Offer for
                  American Bankers Insurance Group to September 1, 1998, dated
                  July 27, 1998.

99.2              Press Release: Cendant Confirms Estimate of 1997 Accounting
                  Restatement, dated July 28, 1998.

99.3              Press Release: Walter Forbes Steps Down as Cendant Chairman.
                  dated July 28, 1998.





EXHIBIT 10.1



                                                     July 28, 1998




To:     The Audit Committee of the Board of Cendant Corporation

From: Walter Forbes


Gentlemen:
     I will remit to the Company any overcharge the Audit  Committee  determines
exists  with  respect to my expense  items as  discussed  at the  Special  Board
Meeting on July 28, 1998.
 
                                    /s/ Walter A. Forbes



EXHIBIT 10.2

                                    AGREEMENT


     AGREEMENT (this  "Agreement"),  dated as of July 28, 1998,  between Cendant
Corporation,  a Delaware corporation (the "Company"),  and Walter A. Forbes (the
"Executive").

                               W I T N E S S E T H

     WHEREAS, the Company and the Executive are parties to a Restated Employment
Agreement, dated as of May 27, 1997 (the "Employment Agreement);

     WHEREAS,  the Audit  Committee  of the  Company's  Board of  Directors  has
reported  to the Board of  Directors  on an interim  basis  with  respect to its
investigation of the accounting issues at CUC International,  Inc. businesses as
disclosed by the Company in a press release dated July 14, 1998 (the "Accounting
Issues");

     WHEREAS,  the members of the Board of  Directors of the Company are divided
with respect to the governance of the Company;

     WHEREAS,  the Executive and the Company have agreed as provided  herein for
the  termination  of the  Executive's  employment  and other  positions with the
Company; and

     WHEREAS,  the  Company and the  Executive  desire to confirm the rights and
obligations  of  Executive  under the  Employment  Agreement  as a result of the
termination of the Executive's employment with the Company.

     NOW,   THEREFORE,   in   consideration   of  the  mutual   agreements   and
understandings set forth herein, the parties hereto hereby agree as follows:

     Section 1. Termination of Employment; Benefits.

     (a)  Resignation.  Effective at the Effective Time (as defined below),  the
Executive  hereby  terminates his Period of Employment (as defined in the Employ
ment  Agreement)  with the  Company  and  resigns  as  Chairman  of the Board of
Directors,  Chairman of the Executive Committee of the Board of Directors and as
a director of the Company.
 
     (b) Benefits.  The Company and the Executive agree that the termina tion of
the Executive's Period of Employment pursuant to Section 1(a) of this Agreement



     shall be  deemed a  "Without  Cause  Termination"  under  the  terms of the
Employment Agreement and accordingly, the Executive shall be entitled to receive
the following  payments and benefits in accordance with Sections VIII B, C and D
of the Employment Agreement:  (i)$35,000,000 in cash in full satisfaction of the
Company's  obligations  under Sections VIII B(x) and VIII C(x) of the Employment
Agreement;  (ii) fully  vested  options to purchase  1,266,500  shares of common
stock of the  Company at an exercise  price of $17.00 per share,  subject to the
same terms and  conditions  (other  than  vesting)  as the  Initial  Options (as
defined in the Employment  Agreement),  pursuant to a grant substantially in the
form  attached  hereto  as  Annex  A, in  full  satisfaction  of the Com  pany's
obligations  under  Section  VIII  B (y)  of  the  Employment  Agreement;  (iii)
$753,205.13  in cash in full  satisfaction  of the Company's  obligations  under
Section  VIII C (y)(a) of the  Employment  Agreement;  and (iv)  until the fifth
anniversary of the Effective  Time,  the  continuation  of the welfare  benefits
otherwise  provided  to the  Executive  under  Section  IV D of  the  Employment
Agreement and, to the extent applicable, the Executive's spouse. In addition, as
a result of such  termination:  (i) all stock  options  granted to the Executive
prior to the Effective  Time shall become fully vested at the Effective Time and
shall remain  exercisable for the remainder of their terms without regard to the
termination of the Executive's  Period of Employment;  (ii) any  restrictions on
shares of restricted  Company common stock issued to the Executive  prior to the
Effective  Time shall lapse at the Effective  Time;  and (iii) the Company shall
contribute  $2,149,172.00 in cash to the escrow agent to be held pursuant to the
escrow agreement, substantially in the form attached hereto as Annex B, with all
interest and/or dividends thereon to be paid  periodically to the Company,  such
contribution  to be in full  satisfaction  of the  Company's  obligations  under
Section  VIII  C(y)(d) of the  Employment  Agreement.  The cash  payments to the
Executive,  the cash  contribution  to the  Escrow  Agent and the grant of stock
options to the  Executive  pursuant  to this  Section  1(b) shall be made by the
Company (in the case of cash, by wire transfer of immediately available funds to
one or more accounts  designated  by the  Executive or the Escrow Agent,  as the
case may be) on or before the Effective  Time. In accordance with Section XIV of
the  Employment  Agreement  and as detailed in Schedule A attached  hereto,  all
payments  made by the Company to the  Executive  pursuant to this  Section  1(b)
shall be reduced by all federal, state, city or other taxes that are required to
be withheld pursuant to any law or governmental regulation.

     (c) Continuing Rights and Obligations under Employment Agreement.
     The  parties  hereto  agree  that the  rights  and  obligations  under  the
Employment  Agreement  which  continue by their terms after  termination  of the
Period of Employment  shall be  unaffected  by the execution of this  Agreement,
including  without  limitation  the  indemnification  provisions  of  Section XI
thereof,  except to the extent the parties'  respective  rights and  obligations
under Article VIII of the Employment  Agreement are provided for in Section 1(b)
hereof. The Executive agrees that within thirty (30) days



     after the Effective  Time he shall vacate his offices at the Company and at
any of its  subsidiaries  and return to the Company all  property of the Company
and any of its  subsidiaries,  including  without  limitation,  files,  records,
access  cards,  computer  cards,  computer  equipment  and  software,  facsimile
machines,   automobiles.  The  Executive  agrees  that  promptly  following  the
Effective  Time he shall return to the Company all cellular  telephones,  credit
cards and debit cards.

     (d) Representations  and Warranties of the Executive.  The Executive hereby
represents  and  warrants to the Company  that he did not have  knowledge  of or
participate in the Accounting Issues and no event,  circumstance or other reason
exists  that would  entitle the Company to  terminate  his Period of  Employment
under the Employ ment Agreement through a "Termination for Cause" (as defined in
the Employment Agreement).

     Section 2. Additional  Agreements.  The Company  covenants that it will not
bring or assert  against the Executive any claim or cause of action,  whether in
law or equity,  based upon any of the Accounting  Issues and hereby releases the
Executive from any and all claims, causes of action, debts, contracts,  promises
and demands,  whether in law or equity, based upon the Accounting Issues, except
as expressly set forth in this Agreement;  provided however, that this Section 2
shall  in all  respects  be null,  void and of no  effect  if the  Executive  is
convicted  of or pleads  guilty to any crime  based  upon any of the  Accounting
Issues.  In the event that the  Executive  has  received  any direct  benefit or
consideration  relating  to any of the  Accounting  Issues (it being  understood
that,  for  purposes  of  this  Agreement,  receipt  by  the  Executive  of  his
compensation  and other benefits  pursuant to the terms of his employment by the
Company or trading in the  Company's  securities  shall not be  considered  such
benefit or  consideration),  the Com pany's remedy in any proceeding against the
Executive with respect to such benefits or consideration shall be limited to the
recovery of any such benefit or consideration.  The covenant and release in this
paragraph shall in no way eliminate, limit or waive the Company's right to bring
or assert against any other person a claim or cause of action, whether in law or
equity, based upon any of the Accounting Issues. The Executive agrees that for a
period  of ten (10)  years  from the date  hereof,  he will not  interpose  as a
defense or otherwise  assert any legal doctrine or theory based upon the passage
of time,  including without limitation the statute of limitations and laches, in
or in connection with any action, proceeding,  claim, or cause of action brought
against him by the Company based upon any of the Accounting Issues to the extent
consistent with the terms of this Agree ment.

     The Executive  hereby releases the Company from any and all claims,  causes
of action,  debts,  contracts,  promises and demands,  whether in law or equity,
which the Executive  ever had or now has,  except as expressly set forth in this
Agreement



     and except with respect to any rights to indemnification  whether under law
or pursuant to the  Employment  Agreement,  the  Company's  Amended and Restated
By-Laws or the  Company's  Certificate  of  Incorporation.  The releases in this
Section 2 shall in no way eliminate, limit or waive (i) the Executive's right to
bring or assert against any officer, director,  employee or agent of the Company
any  action,  proceeding,  claim  or cause of  action  or (ii) the  right of any
officer,  director,  employee or agent of the Company to bring or assert against
the Executive any action, proceeding, claim or cause of action.

     Section 3. Effective Time of this Agreement. This Agreement shall be deemed
effective  immediately  upon  the  satisfaction  or  occurrence  of  all  of the
following events (such time herein referred to as the "Effective Time"): (i) the
approval  and  adoption  of this  Agreement  by the  Board of  Directors  of the
Company;  (ii) the effective ness of the irrevocable  resignations of all of the
persons  listed  on  Schedule  B hereto as  members  of the  Company's  Board of
Directors  in the form  attached  hereto as Annex C;  (iii) the  receipt  by the
Company of the irrevocable  resignation of Frederick D. Green as a member of the
Company's  Board of Directors in the form  attached  hereto as Annex D; (iv) the
receipt  by the  Executive  of the  cash  payments  to the  Executive,  the cash
contribu  tion to the  Escrow  Agent and the  granting  of stock  options to the
Executive  pursuant to Section 1(b) hereof; and (v) the approval and adoption by
the  Company's  Board of Directors  of the Amended and  Restated  By-Laws of the
Company  in the form set forth in Annex E hereto by the  affirmative  vote of at
least 24 directors. In the event that the Effective Time shall not have occurred
by July 30, 1998,  this  Agreement  shall  terminate and become void and have no
effect,  and  neither  party  hereto  shall  have any  liability  or  obligation
hereunder.

     Section 4. Public  Announcement.  The parties  agree that the initial press
release to be issued with respect to the matters  contemplated by this Agreement
shall be in the form as agreed to by the parties  and shall not be issued  until
the Effective Time. In the event that either party or any of its representatives
makes any public  statements  concerning  this  Agreement or otherwise  publicly
discloses  the  existence  of this  Agreement or the fact that there were or are
discussions  between the  parties  regarding  the  matters  set forth  herein in
violation of the preceding  sentence,  the preceding  sentence shall be null and
void and without further effect.

     Section 5. Miscellaneous.

     (a) Governing Law;  Jurisdiction.  This Agreement  shall be governed by and
construed in accordance  with the laws of the State of Delaware  (without giving
effect to the choice of law  principles  thereof).  The parties  agree that,  if
Section 2 hereof  becomes null and void and of no effect,  any claim or cause of
action  arising from or based upon this  Agreement  shall be brought  before the
Court of Chancery of the State of



     Delaware  in and for New  Castle  County  (the  "Court"),  and  each of the
parties hereby consents to the Court's exercise of personal jurisdiction over it
and to venue before the Court for purposes of any such claim or cause of action.
In  circumstances  in which  the  immediately  preceding  sentence  shall not be
operative,  the parties agree that the arbitra tion provisions of Section XIX of
the  Employment  Agreement  shall apply to any claim or cause of action  arising
from or based upon this Agreement.
 
     (b)  Headings.  The  section  and  paragraph  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
 
     (c)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     (d) Entire Agreement. This Agreement constitutes the entire agree ment, and
supersedes all prior agreements and  understandings  (other than the Employ ment
Agreement),  both  written and oral,  between the  parties  with  respect to the
subject matter of this Agreement.
 
     (e)  Severability.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect.

     (f) Subrogation.  Notwithstanding  anything contained in this Agree ment to
the contrary,  nothing in this Agreement is intended to or shall impair,  affect
or limit the rights of any insurance carrier to subrogation or recovery.



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.


                                            CENDANT CORPORATION


                                            By: /s/ Henry R. Silverman          
                                                 Name: Henry R. Silverman
 


                                            By: /s/ Walter A. Forbes           
                                                Name: Walter A. Forbes







                                                                      SCHEDULE A


Taxes to be withheld on payments under Sections 1(b)(i) and 1(b)(iii)
 of this Agreement:

Total Payment Due Executive:                $35,753,205.13

Less:
         Federal Taxes (28%)                $10,010,897.44
         State Taxes (4%)                     1,430,128.20
         Medicare (1.45%)                       518,421.47
                                            --------------
                     Total Withholdings     $11,959,447.11

Total Net Payment to Executive              $23,793,758.02



                                                                      SCHEDULE B



                                 Bartlett Burnap
                               T. Barnes Donnelly
                                Walter A. Forbes
                               Stephen A. Greyser
                                Burton C. Perfit
                               Anthony G. Petrello
                            Stanley M. Rumbough, Jr.
                                  Kirk Shelton
                                Robert T. Tucker


 




                                                                         ANNEX A


July 28, 1998


Walter A. Forbes:

     In accordance with Section 1(b)(ii) of the Agreement,  dated as of July 28,
1998, between Cendant  Corporation (the  "Corporation") and you (the "Separation
Agreement"),  the  Board of  Directors  (the  "Board")  of the  Corporation  has
authorized  the grant to you of a  non-qualified  option to  purchase  1,266,500
shares of common stock,  $.01 par value, of the Corporation (the "Common Stock")
at a price of  $17.00  per  share  (the  "Exercise  Price"),  which the Board of
Directors  has  determined to be the closing price of a share of Common Stock on
the New York Stock Exchange on the date of the Separation Agree ment.

Your option has the following terms:

(a)  This option is irrevocable and may be exercised by you as follows:

     You may purchase the 1,266,500 shares of Common Stock for which options are
herein granted at any time following the filing by the Corporation of a Registra
tion  Statement on Form S-8 (the "Form S-8") covering the shares of Common Stock
underlying the option granted herein.

(b)  If  required  by  the  Corporation  and  applicable  laws,  rules  and
regulations,  prior to the  delivery  to you of a  certificate  or  certificates
representing  the shares of Common  Stock  purchased by you upon the exercise of
this option,  you shall have  deposited with the  Corporation a  non-disposition
letter  (restricting  disposition  by you of the shares of Common Stock) in form
reasonably satisfactory to counsel for the Corporation.

(c)  In the event of any change in corporate capitalization, such as a stock
split or a  corporate  transaction,  or any merger,  consolidation,  separation,
including  a spin-  off,  or other  distribution  of stock  or  property  of the
Corporation,  any  reorganiza  tion  (whether or not such  reorganization  comes
within the  definition of such term in Section 368 of the Internal  Revenue Code
of 1986, as amended (the "Code")) or any partial or complete  liquidation of the
Corporation,  the Board may make such substitution or adjustments in the number,
kind and option  price of shares  subject  to this  option as it  determines  is
appropriate to preserve the benefits of this option.






(d) This option shall become exercisable as provided in paragraph (a) above
and shall  thereafter  continue to be exercisable for a period of ten (10) years
from the date  hereof  (the  "Term"),  and  shall  terminate  at the end of such
period; provided, however, that if you die within such period, this option shall
continue to be exercisable by your estate or legal  representative  for a period
of twelve (12) months from the date of your death or until the expiration of the
Term,  whichever  period is the shorter,  and shall terminate at the end of such
period; provided, further, however, that your estate or legal representative may
not exercise this option  pursuant to the  foregoing  proviso until the Form S-8
has been filed.

(e) You may pay for shares  purchased  pursuant  hereto  (together with any
withholding taxes due with respect thereto) in cash, by check or with previously
acquired  shares of Common Stock having an aggregate  fair market value equal to
the  aggregate  exercise  price of the options  being  exercised  at the time of
exercise or with any other legal  consideration  that may be  acceptable  to the
Board in its sole  discretion  at the time of  exercise.  The delivery to you of
shares of Common Stock upon  exercise of this option shall be  conditional  upon
your payment of, or your  arrangement  which is acceptable to the Corporation to
pay, all required withhold ing taxes in connection with such exercise.

(f) This option shall not be  transferable  except:  by will or the laws of
descent and distribution;  pursuant to a domestic relations order, as defined in
the Code, or Title I of the Employee Retirement Income Security Act, as amended,
or the regulations  thereunder;  or as a gift to your family members, trusts for
the  benefit  of your  family  members  or  charities  or  other  not-for-profit
organizations.  If you wish to transfer  your  option,  contact the  Corporation
first for more information.

(g) Even though your option is not  granted  under the  Corporation's  1997
Stock  Incentive  Plan  (the  "Plan"),  in the  event of any  ambiguity  in this
Agreement,  any term not defined in this  Agreement,  or any matters as to which
this Agreement is silent,  this Agreement  shall be deemed to adopt the relevant
terms of the Plan.

     The  Corporation  agrees to use its best  efforts to file the Form S-8 with
the Securities and Exchange Commission as promptly as practicable  following the
filing  by the  Corporation  of  amended  financial  statements  correcting  the
Accounting Issues (as defined in the Separation  Agreement).  The Form S-8 shall
be kept effective (and the current  status of the  prospectus  required  thereby
shall  be  maintained)   for  as  long  as  the  option  granted  herein  remain
outstanding.




     When you wish to  exercise  your stock  option in whole or in part,  please
refer to the  provisions  of this  letter and  correspond  in  writing  with the
Secretary  of the  Corporation.  This is not an  incentive  stock  option  under
Section 422 of the Code.

Very truly yours,

[Name]
[Title]



                                                                   ANNEX B


                                ESCROW AGREEMENT


     ESCROW AGREEMENT, dated as of July __, 1998, between Cendant Corporation, a
Delaware corporation  ("Cendant"),  ChaseMellon Shareholder Services,  L.L.C., a
Delaware limited  liability  company (the "Escrow Agent"),  and Walter A. Forbes
(the "Executive").


                               W I T N E S S E T H

     WHEREAS,  the Executive owns six life insurance policies (the "Poli cies"),
issued by Security  Mutual Life  Insurance  Company of New York,  Guardian  Life
Insurance  Company of America and Canada Life, with respect to which Cendant has
advanced  the  premiums  paid to date and a list of which is attached  hereto as
Exhibit I; and

     WHEREAS,  pursuant to the  provisions  of Section IV. F. of the amended and
restated  employment  agreement,  dated  as of May  27,  1997,  between  Cendant
(formerly known as CUC  International,  Inc.) and the Executive (the "Employment
Agreement"),  Cendant  has agreed to advance  premiums  in the annual  amount of
approxi  mately  $540,000  or such  other  annual  amount as may be agreed to in
writing between  Cendant and the Executive on the Policies  through the calendar
year in which the Executive attains age 61, provided that the Executive does not
violate the  Covenant  Not to Compete  set forth in Exhibit A to the  Employment
Agreement (the "Covenant Not to Compete"), a copy of which is attached hereto as
Exhibit II; and




     WHEREAS, pursuant to the terms of the Agreement, dated as of July 28, 1998,
between the Executive and Cendant (the "Separation Agreement"), the Executive is
terminating his employment and directorship with Cendant;

     WHEREAS,  pursuant  to  the  provisions  of  Section  VIII.C(y)(d)  of  the
Employment  Agreement,  on or prior to the  Effective  Time (as  defined  in the
Separation  Agreement),  Cendant is required to  contribute to an escrow agent a
lump sum of $2,149,172  (as it may be expended from time to time pursuant to the
terms of this Agreement,  the "Escrow Fund"),  representing  all of the required
premiums on the Policies that would hereafter be payable under Section  IV.F(ii)
of the Employment Agreement if the Executive's employment with Cendant continued
through the calendar  year in which the  Executive  attains age 61 (the "Premium
Period"); and

     WHEREAS, Cendant and the Executive desire to have the Escrow Agent hold the
Escrow  Fund,  and the Escrow  Agent is willing to do so, all upon the terms and
conditions hereinafter set forth.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     FIRST:  Concurrently  with  the  execution  and  delivery  of  this  Escrow
Agreement,  Cendant shall deposit the Escrow Fund with the Escrow Agent, and the
Escrow Agent shall hold the Escrow Fund in escrow  pursuant to the terms of this
Agreement.

     SECOND:  A. The Escrow Agent is  authorized  and directed to pay out of the
Escrow Fund all premiums on the Policies as they are due in accordance  with the
terms of the Policies as in effect on the date hereof.



     B. The Escrow Agent shall invest the Escrow Fund in  short-term  government
securities, government repurchase agreements, commercial paper rated the highest
grade by Moody's Investors Service,  Inc. and Standard & Poor's Corporation with
a  maturity  of not more than one  year,  money  market  funds  invested  in the
foregoing,  short-term certificates of deposit issued by commercial banks having
a combined  capital surplus and undivided  profits of not less than $100 million
or other  similar  short-term  highly  liquid  investments  of equal or  greater
security as the foregoing.  Any interest and dividends earned on the Escrow Fund
shall be distributed to Cendant by the Escrow Agent when earned.

     THIRD:  A. This  Agreement  and  Cendant's  obligation to pay premiums with
respect to the Policies for the Premium Period shall terminate, and concurrently
therewith the Escrow Agent shall distribute to Cendant any remaining  balance of
the Escrow Fund and all  undistributed  interest and dividends  earned  thereon,
upon the earlier of (i) a violation  by the  Executive  of the  Covenant  Not to
Compete  prior to the date on which he  attains  age 60,  (ii) the  death of the
Executive prior to the date on which he attains age 60 or (iii) January 1, 2004.

     B. The Escrow  Agent  shall be entitled  conclusively  to rely on a written
statement of the Executive that the Executive has attained the age of 60, with a
copy of the  Executive's  birth  certificate,  notwithstanding  the fact that it
shall receive  written notice from Cendant to the contrary or that it shall know
or have reasonable grounds to know to the contrary.




     C. The Escrow  Agent  shall be entitled  conclusively  to rely on a written
certification of Cendant that the Executive has died.

     D. In the event that the Escrow  Agent shall  receive  written  notice from
Cendant to the effect that  Cendant is entitled  to  distribution  of the Escrow
Fund held by the Escrow Agent  hereunder as a result of the  application  of the
provisions  of part A(i) of this  Article  THIRD,  the Escrow  Agent  shall give
written notice  thereof to the Executive.  Unless the Escrow Agent shall receive
written notice from the Executive within twenty business days after the delivery
of such notice by the Escrow Agent to the Executive  that he intends to exercise
his rights to arbitration  as set forth in the Employment  Agreement in order to
contest Cendant's determination that the Executive has breached the Covenant Not
to Compete,  the Escrow Agent shall be  conclusively  entitled to rely upon such
initial notice from Cendant of Cendant's right to the distribution of the Escrow
Fund. If the Escrow Agent shall timely  receive such written notice of objection
from the Executive, the Escrow Agent shall be entitled to retain the Escrow Fund
until the receipt of a final determination of the arbitration  proceeding or the
receipt of a written  agreement  between  Cendant and the Executive.  The Escrow
Agent  shall  then  deliver  the  Escrow  Fund in  accordance  with  such  final
determination or the written agreement of the parties.

     FOURTH:  A. Cendant agrees to reimburse the Escrow Agent for the reasonable
fees, expenses,  disbursements and advances incurred or made by the Escrow Agent
in the  performance of its duties  hereunder.  The Escrow Agent shall be paid an
annual fee by  Cendant.  Such fee  arrangement  shall be set forth in a separate
agreement between Cendant and the Escrow Agent.




     B.  The  Escrow  Agent  undertakes  to  perform  only  such  duties  as are
specifically set forth in this Escrow  Agreement.  All of such duties are purely
ministerial  in nature and the Escrow Agent may  conclusively  rely and shall be
protected in acting or refraining from acting on any written notice,  instrument
or  signature  believed by it to be genuine and to have been signed or presented
by the proper party duly authorized and to do so, including, without limitation,
the notices referred to in ARTICLE FIFTH hereof.  The Escrow Agent shall have no
responsibility for the contents of any such writing  contemplated hereby and may
rely upon the contents thereof without liability.

     C. The Escrow  Agent shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized hereby or within the rights
and powers conferred upon it hereunder, nor for action taken or omitted by it in
good faith, or in accordance with the advice of counsel (which counsel may be of
the Escrow  Agent's  own  choosing),  and shall not be liable for any mistake of
fact or error of judg ment of for any acts or omissions of any kind.

     D. Cendant hereby agrees to indemnify the Escrow Agent and hold it harmless
from and  against,  and agrees to  reimburse  the Escrow  Agent for, any and all
loss, damage, liability, cost and expense, including reasonable attorneys' fees,
incurred by it in connection with its duties hereunder.

     FIFTH:  All  notices  hereunder  shall be in  writing  and shall be sent by
registered or certified mail, return receipt requested;  if intended for Cendant
be addressed to it, attention of its Senior Executive Vice President and General
Counsel, at 6 Sylvan Way, Parsippany, New Jersey 07054, or at such other address
of which  Cendant  shall have given notice to the Executive and the Escrow Agent
in the manner herein provided;



if intended for the  Executive,  shall be mailed to him at 941 Ponus Ridge Road,
New Canaan,  Connecticut  06840, or at such other address of which the Executive
shall have given  notice to Cendant  and the Escrow  Agent in the manner  herein
provided;  if intended for the Escrow  Agent be  addressed  to it,  attention of
_____________,  at 85 Challenger  Road,  Ridgefield  Park, NJ 07660,  or at such
other  address  and/or to the attention of such other person of which the Escrow
Agent shall have given notice to Cendant and the  Executive in the manner herein
provided.

     SIXTH: This Escrow Agreement constitutes the entire understanding among the
parties with  respect to the matters  referred to herein and no waiver or modifi
cation to the terms hereof shall be valid unless in writing  signed by the party
to be  charged  and  only  to the  extent  therein  set  forth.  All  prior  and
contemporaneous agree ments and understandings  between the parties with respect
to the subject  matter of this Escrow  Agreement  are  superseded by this Escrow
Agreement.

     SEVENTH:  Cendant and the  Executive  may  terminate  the Escrow  Agreement
and/or  the  services  of the Escrow  Agent by mutual  written  consent  and may
appoint by mutual written consent a successor Escrow Agent.

     EIGHTH:  This  Escrow  Agreement  shall be  binding  upon and  inure to the
benefit  of  the  parties  hereto,   their  respective  heirs,   administrators,
executors,  personal representatives and successors and assigns and in the event
the Escrow Agent  resigns or is replaced  following the execution of this Escrow
Agreement,  shall apply to any successor Escrow Agent;  provided,  however, that
none of the  parties  hereto may assign any of its or his rights or  obligations
hereunder other than by operation of law.



     NINTH:  This  Escrow  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the  State of New  York  without  reference  to the
principles of conflict of laws.




     IN WITNESS WHEREOF,  the parties hereto have executed this Escrow Agreement
as of the day and year first above written.


                                    CENDANT CORPORATION


                                    By:                                         
                                           Name:
                                           Title:


                                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


                                    By:                                        
                                           Name:
                                           Title:
 



                                                                               
                                    WALTER A. FORBES




                                                                       EXHIBIT I


I.       Policies Issued by Guardian Life Insurance Company

         2913144

         3023808

         3001153

II.      Policies Issued by Security Mutual Life Insurance

         1046438

         1071502

III.     Policies Issued by Canada Life

         2633-125



                                                                      EXHIBIT II

                                    Exhibit A

                             To Employment Agreement

                             Covenant Not To Compete


     In  accordance  with  the  terms  of  Paragraph  F. of  Section  IV of this
Agreement,  the Executive agrees that from the Effective Date until the later of
(i) the date the  Executive  attains  age sixty  (60) or (ii) two years from the
date of retirement from the Company,  the Executive shall not, without the prior
written  approval  of the  Board  of  Directors  of  the  Company,  directly  or
indirectly  become an officer or director  of, or become  employed by, or render
advisory or other  services to, or make any financial  investment  in, any firm,
corporation or business  enterprise directly or indirectly competi tive with any
of the business operations or activities of the Company.

     Nothing  contained in this Covenant to Compete  shall  prohibit or restrict
the Executive  from making any investment in a corporation or other entity whose
securities  are listed on a United  States or  Canadian  securities  exchange or
actively traded in the over-the-counter  market, so long as such investment does
not give the Executive the right to control or influence the policy decisions of
any business  operations or activities  which are,  directly or  indirectly,  in
competition with any of the business operations or activities of the Company.

     The foregoing restrictions shall apply to the United States. It is intended
that the foregoing  sentence  shall be severable and shall apply  separately and
distinctly  to each of the said  states of the United  States  and  within  such
states to each of the  counties and  municipalities  therein with the same force
and effect as though the said covenant was separately  expressed with respect to
each state, county and municipality.

     If a court finds any  provision  under this  Covenant  Not To Compete to be
unreasonable,  the parties  authorize the court to reformulate the provisions so
that they would be deemed reasonable.

     By execution of this Exhibit A to this  Employment  Agreement dated January
1, 1987, as amended effective as of January 1, 1991, January 1, 1993, October 1,
1993 and June 1, 1994,  the  Executive  declares that the  territorial  and time
limitations  under this Covenant Not To Compete are  reasonable and are properly
required for the adequate protection of the Company.

                                                 ____________________
                                                 Walter A. Forbes
 
                                                 ____________________
                                                 CUC International Inc.




                                                                    ANNEX C
                     General Form of Director's Resignation




The Board of Directors
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054


Ladies and Gentleman:

     As of the Effective Time (as defined in the Agreement, dated as of July 28,
1998, between Cendant  Corporation (the  "Corporation") and Walter A. Forbes), I
hereby  irrevocably  resign  as a  member  of  the  Board  of  Directors  of the
Corporation and all committees thereof.


                                                Very truly yours,


                                                ________________________

Date:  July 28, 1998





                                                                   ANNEX D
                        Resignation of Frederick D. Green




The Board of Directors
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054


Ladies and Gentleman:

     Effective  immediately  following the adoption of a resolution of the Audit
Committee  of the Cendant  Corporation  (the  "Corporation")  Board of Directors
approving  its final report  concerning  the  accounting  irregularities  at CUC
International Inc. businesses as disclosed by the Corporation in a press release
dated July 14, 1998 or as are being  investigated  by the Audit  Committee as of
the date  hereof,  I hereby  irrevocably  resign  as a  member  of the  Board of
Directors of the Corporation and all committees thereof.


                                              Very truly yours,

                                              ________________________
                                              Frederick D. Green

Date:  July 28, 1998




                                                                     ANNEX E
 

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                               CENDANT CORPORATION
                               (the "Corporation")

                                    ARTICLE I
                                     Offices

SECTION 1.

     The registered  office of the Corporation in the State of Delaware shall be
in the City of Wilmington, County of New Castle, State of Delaware.

     The  Corporation  shall have  offices at such other  places as the Board of
Directors may from time to time determine.


                                   ARTICLE II
                                  Stockholders

SECTION 1.  Annual Meeting.

     The annual  meeting of the  stockholders  for the election of Directors and
for the  transaction  of such other  business  as may  properly  come before the
meeting  shall be held at such place,  within or without the State of  Delaware,
and hour as shall be determined by the Board of  Directors.  The day,  place and
hour of each annual meeting shall be specified in the notice of annual meeting.

     The meeting may be adjourned from time to time and place to place until its
business is completed.

     At an annual  meeting  of the  stockholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors,  (b) otherwise  properly  brought  before the meeting by or at the
direction of the Board of Directors,  or (c) otherwise  properly  brought before
the meeting by a  stockholder.  For  business to be properly  brought  before an
annual meeting by a stockholder,  the stockholder  must have given timely notice
thereof in writing to



     the Secretary of the Corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation,  not less than  sixty days nor more than  ninety  days prior to the
meeting;  provided,  however,  that in the event  that less than  seventy  days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders,  notice by the  stockholder  to be timely must be so received  not
later than the close of  business on the tenth day  following  the date on which
such  notice  of the  date of the  annual  meeting  was  mailed  or such  public
disclosure was made. A stockholder's  notice to the Secretary shall set forth as
to each matter the stockholder  proposes to bring before the annual meeting: (a)
a brief  description  of the  business  desired to be brought  before the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stock holder proposing such business,  (c) the class and number of shares of
the Corporation  which are beneficially  owned by the  stockholder,  and (d) any
material interest of the stockholder in such business.  Notwithstanding anything
in the By-Laws to the  contrary,  no business  shall be  conducted  at an annual
meeting  except in accordance  with the  procedures set forth in this Section 1.
The  presiding  officer  of an  annual  meeting  shall,  if the  facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting and in accordance  with the provisions of this Section 1, and
if he should so  determine,  he shall so  declare  to the  meeting  and any such
business not properly brought before the meeting shall not be transacted.

SECTION 2.  Special Meeting.

     Except as otherwise  required by law,  special meetings of the stockholders
may be called only by the Chairman of the Board, the President,  or the Board of
Directors pursuant to a resolution approved by a majority of the entire Board of
Directors.

SECTION 3.  Stockholder Action; How Taken.

     Any action  required or  permitted to be taken by the  stockholders  of the
Corporation  must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.

SECTION 4.  Notice of Meeting.

     Notice of every  meeting of the  stockholders  shall be given in the manner
prescribed by law.

SECTION 5.  Quorum.

     Except as otherwise  required by law, the Certificate of  Incorporation  or
these By-Laws,  the holders of not less than one-third of the shares entitled to
vote at any meeting of the  stockholders,  present in person or by proxy,  shall
constitute  a quorum and the act of the  majority of such quorum shall be deemed
the act of the stockholders.




     If a quorum shall fail to attend any  meeting,  the chairman of the meeting
may adjourn the meeting to another place, date or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders  entitled to vote thereat,  stating that it will be held with those
present  constituting a quorum, then, except as otherwise required by law, those
present at such  adjourned  meeting  shall  constitute  a quorum and all matters
shall be determined by a majority of votes cast at such meeting.

SECTION 6.  Qualification of Voters.

     The Board of Directors  (hereinafter  sometimes referred to as the "Board")
may fix a day and hour not more than  sixty nor less than ten days  prior to the
day  of  holding  any  meeting  of  the  stockholders  as  the  time  which  the
stockholders  entitled  to  notice  of and to  vote  at such  meeting  shall  be
determined.  Only those  persons who were  holders of record of voting  stock at
such time shall be entitled to notice of and to vote at such meeting.

SECTION 7.  Procedure.

     The order of business and all other  matters of procedure at every  meeting
of the stockholders may be determined by the presiding officer.

     The Board  shall  appoint  two or more  Inspectors  of Election to serve at
every meeting of the stockholders at which Directors are to be elected.


                                   ARTICLE III
                                    Directors

SECTION 1.  Number, Election and Terms.

     The  number of  Directors  shall be fixed from time to time by the Board of
Directors but shall not be less than three.  The Directors  shall be classified,
with  respect  to the time for which  they  severally  hold  office,  into three
classes,  as nearly equal in number as possible,  as  determined by the Board of
Directors,  one class to hold office initially for a term expiring at the annual
meeting  of  stockholders  to be held in  1986,  another  class  to hold  office
initially for a term expiring at the annual meeting of  stockholders  to be held
in 1987,  and another class to hold office  initially for a term expiring at the
annual  meeting of  stockholders  to be held in 1988,  with the  members of each
class to hold office until their  successors are elected and qualified.  At each
annual meeting of  stockholders,  the successors of the class of Directors whose
term expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of stockholders  held in the third year following the year
of their election.





     The term "entire  Board" as used in these By-Laws means the total number of
Directors which the Corporation would have if there were no vacancies.

     Nominations  for the  election  of  Directors  may be made by the  Board of
Directors  or a  committee  appointed  by  the  Board  of  Directors  or by  any
stockholder  entitled to vote in the election of Directors  generally.  However,
any  stockholder  entitled to vote in the  election of Directors  generally  may
nominate  one or more  persons for  election as  Directors  at a meeting only if
written  notice  of  such  stockholder's  intent  to  make  such  nomination  or
nominations  has been  given,  either by personal  delivery or by United  States
mail,  postage  prepaid,  to the Secretary of the Corporation not later than (i)
with  respect to an  election to be held at an annual  meeting of  stockholders,
ninety days prior to the anniversary  date of the immediately  preceding  annual
meeting, and (ii) with respect to an election to be held at a special meeting of
stockholders  for the election of Directors,  the close of business on the tenth
day  following  the date on  which  notice  of such  meeting  is first  given to
stockholders.  Each such notice shall set forth: (a) the name and address of the
stockholder  who intends to make the  nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation  entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;  (c) a description of all arrangements or understandings  between
the  stockholder  and each nominee and any other person or persons  (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by the  stockholder;  (d) such other  information  regarding  each  nominee
proposed  by such  stockholder  as would be  required  to be included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission;  and (e) the  consent of each  nominee to serve as a Director of the
Corporation  of so elected.  The presiding  officer of the meeting may refuse to
acknowledge  the  nomination  of any  person  not  made in  compliance  with the
foregoing procedure.

SECTION 2.  Newly Created Directorships and Vacancies.

     Newly created  directorships  resulting  from any increase in the number of
Directors  and any  vacancies  on the Board of Directors  resulting  from death,
resignation,  disqualification, removal or other cause shall be filled solely by
the  affirmative  vote of a majority of the remaining  Directors then in office,
even though less than a quorum of the Board of Directors.  Any Directors elected
in accordance with the preceding sentence shall hold office for the remainder of
the full  term of the  class of  Directors  in which  the new  directorship  was
created or the vacancy  occurred and until such Director's  successor shall have
been elected and qualified.  No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director.

SECTION 3.  Removal.

     Any  Director  may be  removed  from  office,  without  cause,  only by the
affirmative  vote of the holders of 80% of the combined voting power of the then
outstanding shares of stock




     entitled to vote generally in the election of Directors, voting together as
a single class.

SECTION 4.  Regular Meetings.

     Regular meetings of the Board shall be held at such times and places as the
Board may from time to time determine.

SECTION 5.  Special Meetings.

     Special  meetings of the Board may be called at any time,  at any place and
for any purpose by the Chairman of the Executive Committee,  the Chairman of the
Board, or the President,  or by any officer of the Corporation  upon the request
of a majority of the entire Board.

SECTION 6.  Notice of Meeting.

     Notice of regular meetings of the Board need not be given.

     Notice  of  every  special  meeting  of the  Board  shall  be given to each
Director at his usual place of business,  or at such other address as shall have
been  furnished  by him for the  purpose.  Such  notice  shall be given at least
twenty-four  hours  before  the  meeting  by  telephone  or by being  personally
delivered,  mailed, or telegraphed.  Such notice need not include a statement of
the business to be transacted at, or the purpose of, any such meeting.

SECTION 7.  Quorum.

     Except  as may be  otherwise  provided  by law  or in  these  By-Laws,  the
presence  of a  majority  of the Board  shall be  necessary  and  sufficient  to
constitute  a quorum for the  transac  tion of  business  at any  meeting of the
Board,  and the act of a majority of such quorum  shall be deemed the act of the
Board.

     Less than a quorum may  adjourn  any meeting of the Board from time to time
without notice.

SECTION 8.  Participation In Meetings By Conference Telephone.

     Members of the Board,  or of any committee  thereof,  may  participate in a
meeting of such Board or committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other and such participation  shall constitute presence in
person at such meeting.




SECTION 9.  Powers.

     The business,  property and affairs of the Corporation  shall be managed by
or under the  direction  of its Board of  Directors,  which  shall  have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, or by the Certificate of Incorporation,  or by these By-Laws,
directed or required to be exercised or done by the stockholders.

SECTION 10.  Compensation of Directors.

     Directors  shall receive such  compensation  for their services as shall be
determined by a majority of the Board  provided  that  Directors who are serving
the Corporation as officers or employees and who receive  compensation for their
services  as such  officers or  employers  shall not receive any salary or other
compensation for their services as Directors.


                                   ARTICLE IV
                                    Officers

SECTION 1.  Number.

     (a) General.  The officers of the Corporation shall be appointed or elected
by the Board of  Directors.  The  officers  shall be a Chairman of the Board,  a
President and Chief Executive Officer, one or more Vice Chairmen of the Board, a
Chief Financial  Officer,  a General Counsel,  such number of vice presidents as
the Board may from time to time  determine and a Secretary.  The Chairman of the
Board or, in his  absence or if such  office be  vacant,  the  President,  shall
preside at all meetings of the  stockholders and of the Board. In the absence of
the Chairman of the Board and the President,  a Vice Chairman of the Board shall
preside at all  meetings of the  stockholders  and of the Board.  Any person may
hold two or more  offices,  other than the  offices of Chairman of the Board and
Vice  Chairman of the Board,  at the same time.  Subject to this  Section 1, the
Chairman  of the Board and the Vice  Chairmen  of the Board shall be chosen from
among the Board of Directors,  but the other officers need not be members of the
Board.

     (b)  Chairman of the Board.  The Chairman of the Board shall be a member of
the Board of Directors and shall be an officer of the Corporation.

     (c)  President  and  Chief  Executive  Officer.  The  President  and  Chief
Executive  Officer shall be a member of the Board of Directors and an officer of
the  Corporation.  The President and Chief Executive  Officer shall be the chief
executive officer of the Corporation and shall supervise,  coordinate and manage
the Corporation's  business and activities and supervise,  coordinate and manage
its operating expenses and capital  allocation,  shall have general authority to
exercise all the powers necessary for the President and Chief Executive  Officer




     of the  Corporation and shall perform such other duties and have such other
powers as may be  prescribed  by the Board or these  By-laws,  all in accordance
with basic policies as established by and subject to the oversight of the Board.
In the absence or  disability  of the  Chairman of the Board,  the duties of the
Chairman  of the  Board  shall be  performed  and the  Chairman  of the  Board's
authority may be exercised by the President and Chief Executive Officer.

     (d)  Chief  Financial  Officer.  The Chief  Financial  Officer  shall  have
responsibility  for the financial  affairs of the Corporation and shall exercise
supervisory  responsibility  for the  performance of the duties of the Treasurer
and the Controller.  The Chief Financial Officer shall perform such other duties
and have such other powers as may be prescribed  by the Board or these  By-laws,
all in  accordance  with basic  policies  as  established  by and subject to the
oversight of the Board,  the Chairman of the Board and the  President  and Chief
Executive Officer.

     (e) General Counsel.  The General Counsel shall have responsibility for the
legal affairs of the  Corporation  and for the  performance of the duties of the
Secretary.  The General  Counsel  shall  perform such other duties and have such
other  powers  as may be  prescribed  by the  Board  or  these  By-laws,  all in
accordance with basic policies as established by and subject to the oversight of
the Board,  the  Chairman  of the Board and the  President  and Chief  Executive
Officer.

SECTION 2.  Additional Officers.

     The Board may appoint such other officers, agents and employees as it shall
deem appropriate.  All references in these By-laws to a particular officer shall
be deemed to refer to the person holding such office  regardless of whether such
person holds additional offices.

SECTION 3.  Terms of Office.

     All  officers,  agents and  employees of the  Corporation  shall hold their
respective  offices or positions  at the pleasure of the Board of Directors  and
may be removed at any time by the Board of Directors with or without cause.

SECTION 4.  Duties.

     The officers,  agents and  employees  shall perform the duties and exercise
the  powers  usually   incident  to  the  offices  or  positions  held  by  them
respectively,  and/or  such other  duties and powers as may be  assigned to them
from time to time by the Board of Directors or the Chief Executive Officer.






                                    ARTICLE V
                      Committees of the Board of Directors

SECTION 1.  Designation.

     The  Board  of  Directors  of the  Corporation  shall  have  the  following
committees:

     (a) An Executive Committee  consisting of not less than three Directors may
be  elected  by a  majority  vote of the Board to serve  until  the Board  shall
otherwise determine.  The Executive Committee shall have and may exercise all of
the powers of the Board of Directors when the Board is not in session, including
the  power to  authorize  the  issuance  of  stock,  except  that the  Executive
Committee shall have no power to (i) alter, amend or repeal these By-Laws or any
resolution or resolutions  of the Board of Directors;  (ii) declare any dividend
or make any other  distribution to the  stockholders of the  Corporation;  (iii)
appoint any member of the  Executive  Committee;  or (iv) take any other  action
which legally may be taken only by the Board. The Executive Committee shall also
act as the nominating  committee,  nominating persons for election as Directors.
Subject to the  classification  of  Directors  provided  for under  Section 1 of
Article III and until such time as all claims and causes of actions  relating to
the  Accounting  Issues (as defined in Section 1(d) of this Article V) have been
settled,  adjudicated or otherwise disposed of pursuant to a final determination
that is no longer subject to appeal or review, (x) the Executive Committee shall
nominate for election as Directors Craig R. Stapleton and Robert P.  Rittereiser
or such alternate candidates as designated by Messrs.  Stapleton and Rittereiser
who are not reasonably objected to by the Executive Committee (collectively, the
"CUC Directors") and (y) in the event that any one or more of Mr. Stapleton, Mr.
Rittereiser  or  Carole  Hankin  are  not  elected,  resign  or are  removed  as
Directors,  then the Board will  replace  that  individual(s)  with an alternate
Director as designated by the remaining  individuals specified above who are not
reasonably objected to by the Board. In addition,  the Executive Committee shall
nominate  Carole  Hankin for  election as a Director at the Corpora  tion's 1998
Annual Meeting of  Stockholders  for a term of three years.  The Chairman of the
Board will also serve as Chairman of the Executive Committee. Each resolution of
the Executive  Committee  will require  approval by a majority of the members of
such Committee.

     (b) A Compensation  Committee  consisting of not less than three  Directors
may be elected by a majority  vote of the Board to serve  until the Board  shall
otherwise determine.  The Compensation  Committee will have the following powers
and  authority:  (i)  determining  and  fixing the  compensation  for all senior
officers of the Corporation and those of its subsidiaries  that the Compensation
Committee shall from time to time consider appropriate, as well as all employees
of the Corporation and its subsidiaries  compensated at a rate in excess of such
amount per annum as may be fixed or  determined  from time to time by the Board;
(ii)  performing  the duties of the  committees of the Board provided for in any
present or future stock option,  incentive compensation or employee benefit plan
of the Corporation  or, if the  Compensation  Committee shall so determine,  any
such plan of any subsidiary;  and (iii) reviewing the operations of and policies
pertaining to any present or future stock option




     incentive  compensation or employee  benefit plan of the Corporation or any
subsidiary  that the  Compensation  Committee  shall from time to time  consider
appropriate. Each resolution of the Compensation Committee will require approval
by a majority of the members of such committee.

     (c) An Audit  Committee  consisting of not less than four  Directors may be
elected by a majority vote of the Board to serve until the Board shall otherwise
determine. The Audit Committee will have the following powers and authority: (i)
employing  independent  public  accountants  to  audit  the  books  of  account,
accounting  procedures,  and  financial  statements  of the  Corporation  and to
perform  such  other  duties  from  time  to  time as the  Audit  Committee  may
prescribe; (ii) receiving the reports and comments of the Corporation's internal
auditors  and  of the  independent  public  accountants  employed  by the  Audit
Committee and to take such action with respect thereto as may seem  appropriate;
(iii)  requesting the  Corporation's  consolidated  subsidiaries  and affiliated
companies to employ  independent  public  accountants to audit their  respective
books  of  account,   accounting  procedures,  and  financial  statements;  (iv)
requesting the  independent  public  accountants to furnish to the  Compensation
Committee the certifications  required under any present or future stock option,
incentive  compensation  or  employee  benefit  plan  of  the  Corporation;  (v)
reviewing  the  adequacy of internal  financial  controls;  (vi)  approving  the
accounting  principles  employed in financial  reporting;  (vii)  approving  the
appointment  or  removal  of  the  Corporation's  general  auditor;  and  (viii)
reviewing  the  accounting  principles  employed in  financial  reporting.  Each
resolution  of the Audit  Committee  will require  approval by a majority of the
members  of such  committee.  Notwithstanding  the  foregoing,  there will be no
changes  in the  composition  of the  Audit  Committee  prior to the date of the
adoption of a  resolution  of the Audit  Committee  approving  its final  report
concerning the Accounting Issues (as defined in Section 1(d)).

     (d) A Litigation  Committee shall consist of no more than four Directors as
determined by a majority vote of the Board, subject to the provisions of Section
3(d) of this  Article  V.  The  Litigation  Committee  will  have  (i)  full and
exclusive  power and  authority  to  determine  whether the  prosecution  of any
pending or threatened  stockholder derivative actions arising from or related to
the accounting issues at CUC International  Inc.  businesses as disclosed by the
Corporation in a press release dated July 14, 1998 or as are being  investigated
by the Audit  Committee  as of July 28, 1998 (the  "Accounting  Issues")  are or
would be in the best interests of the  Corporation;  and (ii) full and exclusive
power and authority to initiate, maintain or settle on behalf of the Corporation
any direct  action by the  Corporation  against any  present or former  Director
(whether  sued as a director  or as an officer)  arising  from or related to the
Accounting  Issues.  Each  resolution of the  Litigation  Committee will require
approval by a majority of the entire committee; provided that, in the event that
only two  members of the  Litigation  Commit tee (or one member in the event the
size of the  Committee  shall  have been  reduced  to two)  (such  members,  the
"Approving  Members")  shall have voted to approve and authorize a settlement of
an action contemplated by clause (ii) above against any defendant or defendants,
independent legal counsel mutually  acceptable to the Approving Members,  on the
one hand,  and the other  member(s) of the  Litigation  Committee,  on the other
hand, shall be appointed to



 
     determine  whether such  settlement  shall be approved  and such  counsel's
determination shall be binding upon the Litigation Committee.  Unless a majority
of the Litigation  Committee votes to support or permit (by taking a position of
neutrality) the  continuation  and/or  prosecution of a derivative  lawsuit by a
shareholder,  the  Litigation  Committee  will be deemed to have  voted that the
prosecution or continuation of such pending or threatened stockholder derivative
action is not in the best interests of the Corporation. The Litigation Committee
shall  be  authorized  to  retain  independent  counsel.  All  persons  who were
Directors on the date of adoption of the By- Laws  embodied in Sections 1(a) and
(d) of this  Article V shall  have the  right to  enforce  compliance  with this
By-Law.

 
SECTION 2.  Meetings; Notice.

     Regular  meetings of  committees  shall be held at such times and places as
the Board or the committee in question may from time to time determine.  Special
meetings of any  committee  may be called at any time,  at any place and for any
purpose by the Chairman of such commit tee,  the  Chairman of the Board,  or the
President,  or by any officer of the Corporation  upon the request of a majority
of the members of such committee.  Notice of regular  meetings of the committees
need not be given.  Notice of every special  meeting of any  committee  shall be
given to each member at his usual place of business, or at such other address as
shall have been furnished by him for the purpose.  Such notice shall be given at
least  twenty-four  hours before the meeting by telephone or by being personally
delivered,  mailed, or telegraphed.  Such notice need not include a statement of
the business to be transacted at, or the purpose of, any such meeting.

SECTION 3.  Committee Members; Board of Director Nominations.

     (a) Each member of any  committee of the Board shall hold office until such
member's successor is elected and has qualified, unless such member sooner dies,
resigns or is removed.

     (b)  Subject  to  Section  3(d) of this  Article  V, the Board may remove a
director  from  a  committee  or  change  the  chairmanship  of a  committee  by
resolution adopted by a majority of the Board.

     (c) Subject to Section 3(d) of this Article V, the Board may  designate one
or more Directors as alternate members of any committee to fill any vacancy on a
committee  and to fill a vacant  chairmanship  of a  committee,  occurring  as a
result of a member or chairman  leaving the  committee,  whether  through death,
resignation,  removal or otherwise. Any such designa tion may be made or amended
by the affirmative vote of a majority of the Board.

     (d) The Board shall  designate the members of the  Litigation  Committee in
accordance  with the following:  The members of the Litigation  Committee  shall
consist of an equal number of CUC  Directors  and  directors  other than the CUC
Directors (the "Non-CUC Directors"). In




     the event that a CUC Director serving on the Litigation  Committee shall no
longer serve as a member of such committee,  then a Non-CUC  Director serving on
the Litigation  Committee shall immediately resign as a member of the Litigation
Committee and no action shall be taken by the Litigation  Committee prior to the
resignation  of such Non-CUC  Director.  In the event that there is only one CUC
Director serving on the Litigation Committee and such person shall cease serving
as a member of such  committee  (whether  because  of  resignation,  removal  or
failure to be reelected as a Director by the  stockholders of the  Corporation),
to the extent consistent with Delaware law and the Certificate of Incorporation,
then such CUC Director shall be replaced on the Litigation Committee by a person
who at the time of such replacement is a Director designated by Carole G. Hankin
and Christopher K. McLeod or their  successors  appointed or elected pursuant to
Section 1(a) of this Article V to the extent they are serving as Directors (such
person  thereinafter  to be deemed a CUC  Director).  No CUC  Director  who is a
member of the Litigation Committee may be removed from the Litigation Committee.

SECTION 4.  Amendments.
 
     Notwithstanding  anything  contained in these By-Laws or the Certificate of
Incorpora  tion to the  contrary  and in addition to any other  requirement  set
forth herein and therein, until the earlier of July 28, 2004 or such time as all
litigation  relating to the Accounting  Issues has been settled,  adjudicated or
otherwise  disposed  of  pursuant  to a final  determination  that is no  longer
subject  to  appeal  or  review,  the  affirmative  vote  of a  majority  of the
Litigation Committee shall be required for the Board to amend, modify or repeal,
or adopt any provision  inconsistent  with, the provisions of Section 1 (a), (c)
or (d) or 3(d) of this Article V or this Section 4 and the  affirmative  vote of
the holders of at least 80% of the voting power of all shares of the Corporation
entitled to vote  generally in the election of Directors,  voting  together as a
single class, shall be required for stockholders to amend,  modify or repeal, or
adopt any provision  inconsistent  with,  the provisions of Section 1(a), (c) or
(d) or 3(d) of this Article V or this Section 4.

                                   ARTICLE VI
              Indemnification of Directors, Officers and Employees

SECTION 1. Power to Indemnify in Actions,  Suits or Proceedings other than Those
by or in the Right of the Corporation.

     Subject to Section 3 of this Article VI, the  Corporation  shall  indemnify
any  person  who was or is a party  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  or officer of the  Corporation,  or is or was a director or officer of
the  Corporation  serving at the  request of the  Corporation  as a director  or
officer, employee or agent of another corporation,  partnership,  joint venture,
trust, employee benefit plan or other enterprise, against




     expenses (including attorneys' fees), judgments,  fines and amounts paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if 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. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which 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  reasonable  cause to  believe  that such
person's conduct was unlawful.

SECTION 2. Power to  Indemnify  in Actions,  Suits or  Proceedings  by or in the
Right of the Corporation.

     Subject to Section 3 of this Article VI, the  Corporation  shall  indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment  in its favor by reason of the fact that such
person  is or was a  director  or  officer  of the  Corporation,  or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise against expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection  with the defense or settlement of such action or suit if 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;   except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon applica tion that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

SECTION 3.  Authorization of Indemnification.

     Any indemnification under this Article VI (unless ordered by a court) shall
be made by the  Corporation  only as  authorized  in the  specific  case  upon a
determination  that indemnifica tion of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or  Section 2 of this  Article  VI, as the case may be.  Such
determination  shall be made (i) by a majority vote of the Directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  Directors,  or if such  Directors  so  direct,  by
independent  legal  counsel in a written  opinion or (iii) by the  stockholders.
Notwithstanding  the foregoing,  with respect to any request for indemnification
arising out of or relating to the  Accounting  Issues,  it will be presumed that
indemnification  is proper  and  appropriate,  and any  disagreement  concerning
indemnification  of any  person  who  resigned  from  the  Board  pursuant  to a
resignation dated




     July 28, 1998 shall be resolved by independent  legal  counsel,  reasonably
acceptable to either Mr.  Rittereiser or Mr. Stapleton  (whoever was the last of
the two to cease being a director),  on the one hand, and the General Counsel of
the  Corporation,  on the other  hand,  in a  written  opinion.  To the  extent,
however,  that a director or officer of the  Corporation  has been successful on
the merits or otherwise in defense of any action,  suit or proceeding  described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such  person in  connection  therewith,  without  the  necessity  of
authorization in the specific case.

SECTION 4.  Good Faith Defined.

     For  purposes of any  determination  under  Section 3 of this Article VI, a
person  shall be deemed to have 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,  or, with respect to any criminal action or proceeding, to have had
no  reasonable  cause to believe such  person's  conduct was  unlawful,  if such
person's  action is based on the records or books of account of the  Corporation
or another enterprise, or on information supplied to such person by the officers
of the  Corporation or another  enterprise in the course of their duties,  or on
the advice of legal  counsel for the  Corporation  or another  enterprise  or on
information  or records  given or  reports  made to the  Corporation  or another
enterprise by an independent  certified public  accountant or by an appraiser or
other expert  selected with  reasonable care by the Corporation or another enter
prise.  The term "another  enterprise"  as used in this Section 4 shall mean any
other  corporation or any partnership,  joint venture,  trust,  employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 4 shall not be deemed to be  exclusive  or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Section 1 or 2 of this  Article VI, as the case
may be.

SECTION 5.  Indemnification by a Court.

     Notwithstanding  any  contrary  determination  in the  specific  case under
Section  3  of  this  Article  VI,  and   notwithstanding  the  absence  of  any
determination  thereunder,  any  director  or officer  may apply to the Court of
Chancery in the State of Delaware for  indemnification  to the extent  otherwise
permissible  under  Sections  1 and 2 of this  Article  VI.  The  basis  of such
indemnification  by a  court  shall  be  a  determination  by  such  court  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because  such person has met the  applicable  standards  of conduct set forth in
Section  1 or 2 of this  Article  VI,  as the case may be.  Neither  a  contrary
determination  in the specific  case under  Section 3 of this Article VI nor the
absence of any  determination  thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any  applicable  standard  of  conduct.  Notice of any  application  for
indemnification  pursuant  to this  Section 5 shall be given to the  Corporation
promptly upon the filing of such application. If successful, in whole or in




part, the director or officer seeking  indemnification shall also be entitled to
be paid the expense of prosecuting such application.

SECTION 6.  Expenses Payable in Advance.

     Expenses  incurred by a current or former  director or officer in defending
any civil, criminal,  administrative or investigative action, suit or proceeding
shall be paid by the  Corporation  in advance of the final  disposition  of such
action,  suit or proceeding  upon receipt of an  undertaking  by or on behalf of
such  director  or  officer  to repay  such  amount  if it shall  ultimately  be
determined that such person is not entitled to be indemnified by the Corporation
as  authorized  in this Article VI. Any  disagreement  concerning  the foregoing
expense  advance ment  provisions  shall be resolved in a summary  proceeding as
expeditiously as possible.

SECTION 7.  Nonexclusivity of Indemnification and Advancement of Expenses.

     The  indemnification  and  advancement  of expenses  provided by or granted
pursuant to this Article VI shall not be deemed exclusive of any other rights to
which those seeking  indemnification  or advancement of expenses may be entitled
under  the  Certificate  of  Incorpora  tion,  any  By-Law,  agreement,  vote of
stockholders or disinterested Directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office, it being the policy of the Corporation that  indemnification of the
persons  specified  in Sections 1 and 2 of this  Article VI shall be made to the
fullest extent  permitted by law. The provisions of this Article VI shall not be
deemed to preclude  the  indemnification  of any person who is not  specified in
Section  1 or 2 of this  Article  VI but whom the  Corporation  has the power or
obligation to indemnify  under the provisions of the General  Corporation Law of
the State of Delaware, or otherwise.

SECTION 8.  Insurance.

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Corporation,  or is or was a director
or officer of the  Corporation  serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust, employee benefit plan or other enterprise against any liability
asserted  against such person and incurred by such person in any such  capacity,
or arising out of such person's  status as such,  whether or not the Corporation
would have the power or the  obligation  to indemnify  such person  against such
liability under the provisions of this Article VI.

SECTION 9.  Certain Definitions.

     For  purposes of this Article VI,  references  to "the  Corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had




continued,  would have had power and  authority  to indemnify  its  Directors or
officers,  so that  any  person  who is or was a  director  or  officer  of such
constituent corporation,  or is or was a director or officer of such constituent
corporation  serving  at  the  request  of  such  constituent  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust,  employee benefit plan or other enterprise,  shall stand in the
same  position  under the  provisions  of this  Article  VI with  respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such  constituent  corporation  if its separate  existence  had  continued.  For
purposes of this  Article VI,  references  to "fines"  shall  include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes  duties on, or  involves  services  by, such  director  or officer  with
respect to an employee  benefit plan, its participants or  beneficiaries;  and a
person who acted in good faith and in a manner such person  reasonably  believed
to be in the  interest  of the  participants  and  beneficiaries  of an employee
benefit  plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VI.

SECTION 10.  Survival of Indemnification and Advancement of Expenses.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this Article VI shall  continue as to a person who has ceased to be
a director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.



SECTION 11.  Limitation on Indemnification.

     Notwithstanding  anything  contained  in this  Article VI to the  contrary,
except for  proceedings  to enforce  rights to  indemnification  (which shall be
governed  by  Section 5  hereof),  the  Corporation  shall not be  obligated  to
indemnify  any  director or officer in  connection  with a  proceeding  (or part
thereof)  initiated by such person unless such  proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

SECTION 12.  Indemnification of Employees and Agents.

     The  Corporation  may,  to the extent  authorized  from time to time by the
Board of Directors,  provide rights to indemnification and to the advancement of
expenses to employees and agents of the  Corporation  similar to those conferred
in this Article VI to Directors and officers of the Corporation.


                                   ARTICLE VII
                                      Seal


SECTION 1.

     The  Corporate  seal shall bear the name of the  Corporation  and the words
"Corporate Seal, Delaware."


                                  ARTICLE VIII
                                   Amendments

SECTION 1.  Amendments of By-Laws.

     Subject to the  provisions  of the  Certificate  of  Incorporation  and the
provisions of these By-Laws,  these By-Laws may be altered,  amended or repealed
at any regular  meeting of the  stockholders  (or at any special meeting thereof
duly  called  for  that  purpose)  by the  vote  of a  majority  of  the  shares
outstanding and entitled to vote at such meeting; provided that in the notice of
such special meeting notice of such purpose shall be given.  Subject to the laws
of the State of Delaware, the provisions of Certificate of Incorporation and the
provisions  of these  By-Laws,  the Board of Directors  may by majority  vote of
those present at any meeting at which a quorum is present  amend these  By-Laws,
or enact  such  other  bylaws  as in their  judgment  may be  advisable  for the
regulation of the conduct of the affairs of the Corporation.



EXHIBIT 99.1

PRESS RELEASE

                                                           FOR IMMEDIATE RELEASE


                    CENDANT EXTEND $67 PER SHARE TENDER OFFER
            FOR AMERICAN BANKERS INSURANCE GROUP TO SEPTEMBER 1, 1998


Stamford, CT and Parsippany,  NJ, July 27, 1998 - Cendant Corporation (NYSE: CD)
announced today it has extended its cash tender offer to purchase  approximately
23.5 million common shares of American Bankers Insurance Group, Inc. (NYSE: ABI)
at a price of $67 per share. The offer, which commenced on January 28, 1998, and
was scheduled to expire at 5:00 p.m.,  New York City time, on Monday,  August 3,
1998,  has been  extended  through  5:00  p.m.,  new York  City  time,  Tuesday,
September 1, 1998, unless further extended.

As of 1:00  p.m.  New York  City  time on July 27,  1998,  28,281,722  shares of
American  Bankers'  stock had been  tendered  to Cendant  under the terms of the
tender  offer,  including  4,120,828  shares  tendered  pursuant  to  notices of
guaranteed delivery.

The Information Agent for the Cendant offer is Innisfree M&A  Incorporated.  The
Dealer Managers are Lehman Brothers and Merrill Lynch & Co.

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 o vacation exchange  services,  a leading fleet
management company through PHH, and the U.K.'s largest 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  approximately  100 million  customer
contacts annually.


Media Contacts:
Elliott Bloom                                        Jim Fingeroth/Victoria Weld
Vice President                                       Kekst and Company
Public Relations                                     (212) 521-4800
(973) 496-8414


                                                           FOR IMMEDIATE RELEASE



CENDANT CONFIRMS ESTIMATE OF 1997 ACCOUNTING RESTATEMENT



PARSIPPANY,  NJ AND STAMFORD,  CT, JULY 28, 1998--Cendant  Corporation (NYSE:CD)
today  announced that the Audit Committee of its Board of Directors had received
an oral summary of the  conclusions  of Arthur  Andersen LLP's forensic audit of
the accounting records of the former CUC International. Arthur Andersen reported
that its  investigation  was  virtually  complete.  Deloitte  & Touche  LLP also
reported  on the  status of its audit and  indicated  that it was  substantially
complete.  Their conclusions were consistent with the Company's July 14 $0.22 to
$0.28 per share  estimate  of the  aggregate  restatement  of net income  before
one-time  and   extraordinary   items   required  to  correct  1997   accounting
irregularities and accounting errors.

The Company also now expects the  restatement  will reverse  significantly  more
1997  one-time  merger  charges than the $200 million  amount  ($0.22 per share)
estimated on July 14. This reversal of one-time  merger charges will not benefit
1997 net income before one-time and extraordinary items. It will, however,  have
the effect of further  reducing the impact of the restatement on 1997 net income
and on Cendant's shareholders' equity.

Cendant  expects  to  issue  full  restated  and  audited  historical  financial
statements in early August.  Deloitte & Touche acts as  independent  auditors 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 late August.  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:
Jim Fingeroth/Roanne Kulakoff
Kekst and Company
(212) 521-4800

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


EXHIBIT 99.3

                                                                    news release



                  WALTER FORBES STEPS DOWN AS CENDANT CHAIRMAN

                    CEO Henry Silverman Elected New Chairman

                         Nine CUC Board Members Resign;
                  One Additional Director to Leave by Year-End

             80% Vote on Corporate Governance Provisions Eliminated

PARSIPPANY,  NJ, July 28, 1998 -- Cendant Corporation [NYSE: CD] today announced
that Walter A. Forbes resigned as Chairman of the Company and as a member of the
Board of Directors,  effective immediately.  Henry R. Silverman, Chief Executive
Officer of Cendant,  was  unanimously  elected by the Board of  Directors  to be
Chairman and will continue to serve as CEO and President.

Nine members of the Board formerly associated with CUC International,  including
Mr. Forbes, also resigned effective immediately. One other Board member formerly
associated  with CUC will leave the Board by year end,  leaving  Cendant with 18
directors.

The Board also voted to  eliminate  the  governance  plan adopted as part of the
CUC-HFS  merger,  including the 80%  super-majority  provisions of the Company's
By-Laws which include limitations on the removal of the Chairman and the CEO. In
addition,  the Board  rescheduled  Cendant' annual meeting of  shareholders  for
October 1, 1998.

Mr.  Silverman  said,  "Walter  Forbes's  decision and the corporate  governance
changes  approved  today end any  uncertainty  about the  future  direction  and
leadership of Cendant.  That uncertainty was a serious  impediment to conducting
our business and the process of restoring trust in our company.

"Now we can focus all of our energies on  rebuilding  confidence  in our Company
and value for Cendant's  shareholders,"  Mr.  Silverman  added.  "The  company's
earnings  and  cash  flow  remain  strong.  We have  some of the  most  valuable
businesses in the world.  Most importantly,  we have outstanding  people who are
passionate about Cendant and its future."



Commenting on his action,  Mr. Forbes said, "I leave with tremendous  confidence
in the future success of Cendant.  The vision and rationale  behind its creation
remain  as  compelling  as ever.  Its  business  fundamentals  are  strong.  The
operations are sound and profitable. The opportunities for synergy are numerous.
The action I am taking today eliminates  speculation about the future leadership
of Cendant and helps the company  focus all of its  attention  and  resources on
restoring the faith of its shareholders, its customers and its people."

(Note: full statements by Mr. Silverman and Mr. Forbes are attached.)


Terms of Severance  Agreement with Mr. Forbes  Outlined 
The severance  agreement reached with Mr. Forbes gives him the benefits required
by his contract should he be terminated for reasons other than for cause.  These
benefits total $35 million in cash and include the grant of certain options.  In
addition, the Company provided a limited release for Mr. Forbes. The payments to
Mr.  Forbes  will cause  Cendant to record an unusual  expense of  approximately
$0.03 per share in the third quarter.
 
Board Members Resign, Size of Board Reduced
The immediate  departure of nine Directors formerly associated with CUC, and the
planned  departure of one  additional  CUC  Director,  Frederick D. Green,  will
result in Cendant having a Board with 18 Directors.  Mr. Green,  Chairman of the
Audit  Committee,  has agreed to resign  effective upon  completion of the final
Audit Committee report.


Certain matters  discussed in this news release and the attached  statements 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 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 Parsippany, NJ, the company has more than
40,000  employees,  operates in over 100 countries and makes  approximately  100
million customer contacts annually.

Contact:
Media:
Jim Fingeroth/Victoria Weld
Kekst and Company
212/521-4800

Investors:
David M. Johnson
Cendant
973/496-7909
 
For Mr. Forbes:
Nicole Reilly
212/885-0353





                         Statement from Henry Silverman
                  Chief Executive Officer, Cendant Corporation


During the past  three  months,  the  shareholders  and  people of Cendant  have
suffered unfairly from an unconscionable  fraud perpetrated  against the company
by a few  individuals  at the former CUC  International.  It has  tarnished  our
company'  reputation and created public  uncertainty and  speculation  about the
future leadership of Cendant.

Like every other shareholder and employee, I am outraged at what has transpired.
We  intend  to  take  appropriate  action  against  those  who  conducted  these
fraudulent activities,  and will continue cooperating fully with law enforcement
authorities.

At the  same  time,  we have an  obligation  to our  shareholders  and  everyone
associated with Cendant to move ahead with the business of our company.  We must
do  everything  we can to put this  episode  behind us, to  eliminate  the cloud
hanging over this company, to dispel all of the uncertainty  generated by recent
events. As others have noted, it has been difficult for Cendant to rebuild trust
in our company while this uncertainty exists.

The corporate  governance  changes  approved today by our Board of Directors end
any uncertainty about the future direction and leadership of Cendant. We can now
rebuild  trust in our company.  We can focus all of our  energies on  rebuilding
value for  Cendant'  shareholders.  The  company'  earnings and cash flow remain
strong.  We  have  some of the  most  valuable  businesses  in the  world.  Most
importantly, we have outstanding people who are passionate about Cendant and its
future.

I look  forward to working with all of the people of Cendant to move our company
forward,  build on our unique  combination  of  strengths  and  realize the full
potential of this great enterprise.
 



                          Statement from Walter Forbes
                         Chairman, Cendant Corporation



Together with many talented,  hard working and decent people, I devoted 25 years
of my  life  to  creating  and  building  CUC  International,  which  became  an
innovative  force in developing and marketing  consumer  services.  In combining
with  HFS,  another  great  company,  CUC  became  part  of an  enterprise  with
extraordinary  energy and vision - and an  unsurpassed  ability to capitalize on
rapidly changing consumer markets.
 
However,  the people of Cendant  and its  shareholders  have  suffered in recent
months as a result of  fraudulent  conduct and the  uncertainty  it has created.
Today,  it is apparent  that the actions of a few have  profoundly  hurt us all.
And, as I have said on many  occasions,  I had  absolutely  no  knowledge of the
accounting irregularities.  However, I now believe it is in the best interest of
our shareholders and employees to resolve this uncertainty.

I leave with tremendous  confidence in the future success of Cendant. The vision
and rationale  behind its creation  remain as  compelling as ever.  Its business
fundamentals  are  strong.   The  operations  are  sound  and  profitable.   The
opportunities for synergy are numerous.  The action I am taking today eliminates
speculation  about the future  leadership of Cendant and helps the company focus
all of its attention  and resources on restoring the faith of its  shareholders,
its customers and its people.

I am proud to have helped create one of the most dynamic consumer enterprises in
the world. I am grateful to all those bright,  dedicated individuals with whom I
have had the chance to work. I have an unshakable faith in Cendant's  ability to
create value for its  shareholders,  business  partners and  customers  for many
years to come. I wish everyone  associated  with the company the very best as it
fulfills that mission.