ADDENDUM TO REPORT OF THE AUDIT COMMITTEE
                OF THE BOARD OF DIRECTORS OF CENDANT CORPORATION



         On August 24, 1998, the Audit Committee (the "Committee") of the Board
of Directors of Cendant Corporation (the "Company") approved the Report
prepared by Willkie Farr & Gallagher ("Counsel" or "Willkie Farr") and Arthur
Andersen LLP ("AA), subject to the condition that the Form 10-K/A delivered to
the Committee in draft form on August 24, 1998 be unchanged in any material
respect from the final version as ultimately filed. On August 26, 1998, the
Company advised Counsel for the Committee that the final Form 10-K/A will not
be filed as soon as had been expected and will differ from the draft 10-K/A
with respect to certain matters involving revenue recognition which have been
the subject of recent discussions between the Company and the SEC. The Company
has advised that it is its view, with which Willkie Farr and AA concur, that
the changes to the draft 10-K/A will have no material effect on the Report.
Accordingly, the Committee hereby approves the Report as final, subject to its
right to review the final Form 10-K/A as filed and to ask Willkie Farr and AA
to determine whether amendments to the Report are appropriate.