FILED PURSUANT TO RULE 424(b)(3)
                                                S.E.C. FILE NUMBER 333-23063


FOURTH SUPPLEMENT TO PROSPECTUS
February  11, 1999
(TO PROSPECTUS DATED SEPTEMBER 18, 1997)

The Prospectus dated September 18, 1997, as supplemented through the date hereof
(the  "Prospectus"),  relating to the offer and sale,  from time to time, by the
Selling Securityholders listed therein of up to $550,000,000 aggregate principal
amount of 3% Convertible  Subordinated Notes Due February 15, 2002 (the "Notes")
of Cendant  Corporation  (the  "Company") and up to 17,959,205  shares of common
stock, $.01 par value of the Company,  issuable upon conversion of the Notes, is
hereby supplemented as follows:

We urge you to carefully read the "Risk Factor" section  appearing on page S-2 ,
where we describe specific risks associated with the Notes.

The  following   entities  are  hereby  named  as  Selling   Securityholders  as
contemplated on page 29 of the Prospectus:

                                     PRINCIPAL AMOUNT     NUMBER OF
                                     OF NOTES COVERED     SHARES COVERED
SELLING SECURITYHOLDER               BY THIS PROSPECTUS   BY THIS PROSPECTUS
________________________________     ____________________ ___________________

CIBC Oppenheimer Corp.                 $   5,870,000          191,673
1 World Financial Center
New York, NY  10281

Goldman, Sachs & Co.                   $        13,000a           424a
10 Hanover Square, 12th Floor
New York, NY  10005

Merrill Lynch Pierce Fenner and        $      750,000a         24,489a
  Smith Inc.
101 Hudson Street, 10th Floor
Jersey City, NJ  07302-3997

NationsBank Montgomery Securities LLC  $   7,685,000a         250,938a
9 W 57th Street, 40th Floor
New York, NY  10019


a Principal Amount of Notes and Number of Shares  represented in this Supplement
by this  Selling  Securityholder  is in  addition  to those Notes and Shares set
forth  with  respect  to  this  Selling  Securityholder  in the  Prospectus,  as
supplemented through the date hereof.




                                   RISK FACTOR

You should carefully read the following risk factor before purchasing any Notes.

Discovery  of  Accounting   Irregularities   and  Related   Litigation  and  SEC
Investigation

     On  April  15,  1998,  we  announced  that in the  course  of  transferring
responsibility  for the  Company's  accounting  functions  from the  former  CUC
International  Inc.  ("CUC")  personnel  to  former  HFS  Incorporated   ("HFS")
accounting  personnel  and  preparing  for the  reporting of first  quarter 1998
financial  results,  we  discovered  accounting  irregularities  in certain  CUC
business units. As a result, upon discovering such accounting  irregularities in
certain former CUC business units, the Audit Committee of our Board of Directors
and  its  counsel,   assisted  by  auditors,   immediately  began  an  intensive
investigation  that resulted,  in part, in us restating our previously  reported
financial  results  for 1997,  1996 and 1995.  Our  restated  net income  (loss)
totaled  $(217.2)  million,  $330.0 million and $229.8 million in 1997, 1996 and
1995, respectively ($(0.27),  $0.41 and $0.31 per diluted share,  respectively).
We originally reported corresponding net income of $55.4 million, $423.6 million
and $302.8 million in 1997, 1996 and 1995,  respectively ($0.06, $0.52 and $0.42
per diluted share, respectively).

     As a result of these accounting  irregularities,  numerous  purported class
action lawsuits,  two purported  derivative  lawsuits and an individual  lawsuit
have been filed  against us and,  among  others,  HFS,  and certain  current and
former officers and directors of us and HFS,  asserting various claims under the
federal  securities laws and certain state statutory and common laws,  including
claims that our previously issued financial  statements allegedly were false and
misleading  and that we allegedly know or should have known that they caused the
price of our securities to be artificially  inflated. In addition,  the staff of
the SEC and the  United  States  Attorney  for the  District  of New  Jersey are
conducting  investigations  relating to the accounting issues. The SEC Staff has
advised the Company that its inquiry should not be construed as an indication by
the SEC or its staff that any  violations of law have  occurred.  Please see the
Company's  Annual Report on Form 10-K/A for the fiscal year ending  December 31,
1997 and the  Company's  Current  Report on Form 8-K,  dated January 8, 1999 for
additional information regarding this litigation.

     We do not believe  that it is feasible  to predict or  determine  the final
outcome of these  proceedings  or to estimate the amounts or potential  range of
loss with respect to the  resolution  of these  proceedings.  In  addition,  the
timing of the final  resolution of the  proceedings  is uncertain.  The possible
outcome or resolution of the proceedings  could include a judgment against us or
a  settlement  and could  require  substantial  payments  by us. Our  management
believes that an adverse outcome with respect to such  proceedings  could have a
material  impact on our  financial  condition,  results of  operations  and cash
flows.