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

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


                         August 4, 1998 (August 4, 1998)
               (Date of Report (date of earliest event reported))


                               Cendant Corporation
             (Exact name of Registrant as specified in its charter)


          Delaware                        1-10308                     06-0918165
 (State or other jurisdiction       (Commission File No.)       (I.R.S. Employer
of incorporation or organization)                         Identification Number)

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





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



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














Item 5.   Other

On August 4, 1998, Cendant Corporation (the "Company") announced that the second
quarter  earnings  release  would be on Thursday,  August 13. At that time,  the
Company  will also  release  financial  results for the first six months of 1998
plus summary restated  financial  results for the four quarters and full year of
1997. In addition, on August 13, the Company will release its final estimates of
the aggregate  impact on 1996 and 1995 net income of  accounting  irregularities
and accounting errors.

The Company also  announced  today its notice  requirements  for  submission  of
shareholder   proposals  for   consideration  at  its  1998  annual  meeting  of
shareholders which was rescheduled for October 1, 1998. In order for shareholder
proposals to be  considered  for  inclusion  in the  Company's  proxy  statement
relating to the annual meeting under Rule 14a-8 of the  Securities  Exchange Act
of 1934,  such proposals must be received by the Company no later than the close
of business on August 14, 1998.  In order for  shareholder  proposals  submitted
outside Rule 14a-8 (which  includes  proposals  that the  regulations  under the
Securities  Exchange Act of 1934  generally do not require to be included in the
the Company's  definitive  proxy  statement for its annual meeting) to be timely
within the meaning of Rule 14a-4(c)  under the  Securities  Exchange Act of 1934
and for purposes of the Company's  by-laws,  such  proposals must be received by
the Company no later than the close of business on August 7, 1998.

The information  set forth in the press release  attached hereto as Exhibit 99.1
is incorporated herein by reference in its entirety.


Item 7.   Exhibits

Exhibit
   No.            Description

3.1               Amended and Restated By-Laws.

99.1              Press Release: Cendant Sets Earnings Release Date,
                  dated August 4, 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: August 4, 1998



























                                                       





                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                  Report Dated August 4, 1998 (August 4, 1998)


                                  EXHIBIT INDEX


Exhibit No.       Description

3.1               Amended and Restated By-Laws.

99.1              Press Release: Cendant Sets Earnings Release Date, dated
                  August 4, 1998.































                                                       

                          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


                       CENDANT SETS EARNINGS RELEASE DATE


PARSIPPANY,  NEW JERSEY,  August 4, 1998 - Cendant  Corporation  (NYSE:CD)  said
today it would announce second quarter earnings on Thursday,  August 13. At that
time,  Cendant will also release  financial  results for the first six months of
1998 plus summary restated financial results for the four quarters and full year
of 1997. In addition,  on August 13, Cendant will release its final estimates of
the aggregate  impact on 1996 and 1995 net income of  accounting  irregularities
and accounting errors.

Cendant expects to file an amended report on Form 10-K/A containing full audited
restated financial statements for 1995, 1996 and 1997 later in August.

The second  quarter and first half of 1998  results to be announced on August 13
will not be subject to further  revisions  based on the results of the company's
investigation of accounting irregularities and errors at CUC.

Cendant  also  announced  today  its  notice   requirements  for  submission  of
shareholder   proposals  for   consideration  at  its  1998  annual  meeting  of
shareholders which was rescheduled for October 1, 1998. In order for shareholder
proposals to be considered for inclusion in Cendant's proxy  statement  relating
to the annual meeting under Rule 14a-8 of the  Securities  Exchange Act of 1934,
such  proposals  must be received by Cendant no later than the close of business
on August 14, 1998. In order for shareholder  proposals  submitted  outside Rule
14a-8  (which  includes  proposals  that the  regulations  under the  Securities
Exchange Act of 1934  generally  do not require to be included in the  Company's
definitive  proxy  statement  for its annual  meeting)  to be timely  within the
meaning  of Rule  14a-4(c)  under the  Securities  Exchange  Act of 1934 and for
purposes of Cendant's  by-laws,  such  proposals  must be received by Cendant no
later than the close of business on August 7, 1998.

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.

CONTACTS:

Roanne Kulakoff
Thomas Davies
Kekst and Company
(212) 521-4800