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

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                       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.