SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    Form 8-K
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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


                       February 3, 1999 (February 2, 1999)
               (Date of Report (date of earliest event reported))


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

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

9 West 57th Street - 37th Floor
       New York, NY                                               10019
  (Address of principal                                        (Zip Code)
    executive office)


                                 (212) 413-1800
              (Registrant's telephone number, including area code)



                                  6 Sylvan Way
                              Parsippany, NJ 07054
       (Former name, former address and former fiscal year, if applicable)














                                                                   

Item 5.  Other Events

Cendant  Corporation  Increases  Share  Repurchase.  On  February  2,  1998,  we
announced that our Board of Directors  authorized a $200 million increase in the
Company's repurchase program to $1.2 billion.

Under the share  repurchase  program,  which  commenced in the fourth quarter of
1998, we purchased  about $950 million of our common stock or  approximately  48
million  shares on the open market.  To date, we have reduced our primary shares
outstanding by about 55 million shares or about 6.5%  (including the 7.1 million
shares acquired as part of the sale of Hebdo Mag International).

Reference is made to the press  release dated  February 2, 1999 attached  hereto
and Exhibit 99.1, which is incorporated herein by reference in its entirety.


Item 7.  Exhibits

Exhibit
   No.            Description
- -------           --------------------------------------------------------------

99.1              Press release:  Cendant Corporation Increases Share Repurchase
                  Program to $1.2 billion,  dated February 2, 1999.






                                    SIGNATURE



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    CENDANT CORPORATION



                                    By:   /s/  James E.  Buckman
                                          James E.  Buckman
                                          Vice Chairman and General Counsel


Date:  February 3, 1999






                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                Report Dated February 3, 1999 (February 2, 1999)



                                  EXHIBIT INDEX


Exhibit
   No.            Description
- --------          --------------------------------------------------------------

99.1              Press release:  Cendant Corporation Increases Share Repurchase
                  Program to $1.2 billion,  dated February 2, 1999.





EXHIBIT 99.1


                                                           FOR IMMEDIATE RELEASE

                       CENDANT CORPORATION INCREASES SHARE
                       REPURCHASE PROGRAM TO $1.2 BILLION

Cendant Board Authorizes $200 Million Increase in Stock Repurchase Program

         New York,  NY -- February  2, 1999 -- Cendant  Corporation  (NYSE:  CD)
today announced that its Board of Directors  authorized a $200 million  increase
in the Company's share repurchase program to $1.2 billion.

         Under the share  repurchase  program,  which  commenced  in the  fourth
quarter of 1998, the Company has purchased  about $950 million of Cendant common
stock or  approximately  48 million  shares on the open  market.  As  previously
announced,  the Company's excess financial  resources,  net income and potential
proceeds from further asset sales for the foreseeable  future will be devoted to
retiring debt and equity, building shareholder value and maintaining appropriate
credit  protection.  To  date,  the  Company  has  reduced  its  primary  shares
outstanding by about 55 million shares or about 6.5%  (including the 7.1 million
shares acquired as part of the sale of Hebdo Mag International).

         Cendant  Corporation  is one  of  the  world's  foremost  providers  of
consumer  and  business  services.  The  Company  operates  in  three  principal
divisions:  Travel  Services,  Real Estate Services and Alliance  Marketing.  In
Travel  Services,  Cendant is the  leading  franchisor  of hotels and rental car
agencies  worldwide;  the  largest  provider of vacation  exchange  services;  a
leading fleet  management  company;  the UK's largest private car park operator;
and a leading  motorist  assistance  group in the UK. In Real  Estate  Services,
Cendant is the world's largest  franchisor of residential  real estate brokerage
offices,  a major provider of mortgage services to consumers and a global leader
in corporate employee relocation. In Alliance Marketing, Cendant provides access
to insurance,  travel,  shopping,  auto, and other services,  primarily  through
direct  marketing to customers of its affinity  partners.  Headquartered  in New
York,  NY, the Company has more than 35,000  employees  and operates in over 100
countries.

Statements   about  future   results   made  in  this  release  may   constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  Act  of  1995.   These  statements  are  based  on  current
expectations  and the current  economic  environment.  The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties  that are difficult to predict.  Actual results could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements.  Important  assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking statements
are specified in the Company's Prospectus Supplement dated November 24, 1998.

Media Contact:                                       Investor Contacts:
Elliot Bloom                                         Denise Gillen
212-413-1832                                         212-413-1833

                                                     Sam Levenson
                                                     212-413-1834