Exhibit 3.5

                         CERTIFICATE OF INCORPORATION
                                      OF
                           AVIS BUDGET FINANCE, INC.

   FIRST: The name of the corporation is Avis Budget Finance. Inc. (hereinafter
the "Corporation").

   SECOND: The address of the registered office of the Corporation in the State
of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington,
County of New Castle. The name of its registered agent at that address is
Corporation Service Company.

   THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

   FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, each having a par value
$.01.

   FIFTH: The name and mailing address of the Sole Incorporator is as follows:

          Jean Marie Sera
          Cendant Corporation
          I Campus Corporation
          Parsippany, NJ 07054

   SIXTH: The following provisions are inserted for the management of 'he
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

   (1) The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.

   (2) The directors shall have concurrent power with the stockholders to make,
alter, amend, change, add to or appeal the By-Laws of the Corporation.

   (3) The number of directors of the Corporation shall be as from time to time
fixed by, or in the manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.

   (4) No director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for Liability (i) for any breach of the directors duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article SIXTH by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification.

   (5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
an such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.



   SEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

   EIGHTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

   I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true and accordingly have hereunto set my hand this 14th day
of March, 2006.

                                                  /s/ Jean M. Sera
                                                  -----------------------------
                                                  Jean M. Sera
                                                  Sole Incorporator