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.