8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    Form 8-K
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                      OCTOBER 1, 2001 (SEPTEMBER 28, 2001)
               (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       (COMMISSION FILE NO.)        (I.R.S. EMPLOYER
         JURISDICTION                                   IDENTIFICATION NUMBER)
      OF INCORPORATION OR
         ORGANIZATION)


      9 WEST 57TH STREET
         NEW YORK, NY                                            10019
          (ADDRESS OF                                         (ZIP CODE)
  PRINCIPAL EXECUTIVE OFFICE)



                                 (212) 413-1800
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



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      ITEM 5. OTHER EVENTS

      On September 28, 2001, Cendant Corporation issued a press release
      providing an update on its operations, an estimate of the impact of the
      September 11, 2001 terrorist attacks on its financial results and an
      update on the planned acquisitions of Galileo International, Inc. and
      Cheap Tickets, Inc. A copy of the press release issued is attached hereto
      as Exhibit 99.1 and incorporated herein by reference.




ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Exhibits.

            SEE EXHIBIT INDEX.






                                   SIGNATURES

      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 thereunto duly authorized.

                                                CENDANT CORPORATION


                                                /s/ James E. Buckman
                                                --------------------
                                                James E. Buckman
                                                Vice Chairman and
                                                General Counsel


Date:  October 1, 2001






                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K



                                  EXHIBIT INDEX

EXHIBIT
   NO.      DESCRIPTION
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99.1        Press Release, dated September 28, 2001, of Cendant Corporation

EX-99.1

                                                                    EXHIBIT 99.1

CENDANT COMMENTS ON FINANCIAL EFFECT OF TERRORIST ATTACKS

Cendant today provided an update on its operations and estimated the impact of
the September 11 terrorist attacks on its financial results.

"We should all recognize that our estimates of future results are being made in
an environment and context unprecedented in American history. The trauma of the
September 11 attacks on our nation has significantly altered the behavior of
business and consumers," said Cendant Chairman, President and CEO Henry R.
Silverman. "Our results will to a large extent be a function of the depth and
duration of that disruption, which today cannot be estimated with precision. One
thing we can predict, however, is that our management team will not hesitate to
take aggressive action to mitigate the adverse impact on our businesses of these
attacks and to optimize performance as we move forward. Based on our current
view, planned management actions, and absent major additional external
disruptions, the Company expects 2002 EBITDA and cash flow to significantly
increase. The Company also expects adjusted earnings per share to increase 15%
to 25% over full year 2001, depending upon the extent to which business and
consumer spending increases and the levels of travel volume."

The Company announced that prior to the terrorist attacks it expected to exceed
estimates of adjusted earnings per share in the third quarter of 2001. Before
September 11, the Company's business was performing above plan in a difficult
economic environment largely because of the diversity in the Company's business
model and the Company's ability to lower its effective tax rate. The effect of
the attacks on the Company's business is expected to result in adjusted earnings
per share of $0.32 in the third quarter compared with the prior projection of
$0.33 per share, before the effect of unusual and extraordinary charges of
approximately $50 million, net of tax, related to the events of September 11.
Adjusted earnings per share in the third quarter of 2000 was $0.31.

Additionally, the Company currently expects adjusted earnings per share in the
fourth quarter of 2001 to be in the range of $0.15 to $0.19 compared with the
prior projection of $0.24, as a result of the unforeseen decline in business and
leisure travel and the impact of the terrorist attacks on the economy and
consumer confidence. The impact of these items on adjusted earnings per share is
magnified in the fourth quarter due to seasonality in several of the Company's
businesses.

Adjusted earnings per share in 2002 will also be lower than previously stated
expectations. However, the Company believes the percentage impact will be less
in 2002 than in the fourth quarter of 2001 for several reasons. Most
importantly, many of Cendant's costs that are fixed in the very short term will
become variable over time and the Company plans to reduce costs aggressively to
ensure that its infrastructure is appropriate for expected business volumes. The
percentage impact of the terrorist attacks should also be lower in 2002 due to
the effect of seasonality in the fourth quarter and the Company's expectation of
a gradual recovery next year, as consumer and business spending in the Company's
core operations improves in 2002 compared with the fourth quarter of 2001.

The Company remains confident in its long-term outlook. The Company's
fundamental financial strength remains intact with its diversified business
portfolio, substantial cash flow, excellent profit margins and adequate capital
for liquidity and growth.

Adjusted earnings per share excludes non-recurring or unusual items and the
effect of an equity ownership of Homestore.com. The Company expects to have
unusual charges in the third and fourth quarters of 2001 primarily related to
the impact of the September 11 events and the acquisition and integration of
Galileo and Cheap Tickets.


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THIRD QUARTER BALANCE SHEET
The Company expects the net debt to total capital ratio to be approximately 35%
at the end of the third quarter 2001. The ratio of adjusted EBITDA to net
interest expense (non-vehicle) is expected to be approximately 10 to 1 in the
third quarter. The Company expects cash and cash equivalents to be approximately
$2.8 billion at the end of the third quarter 2001.

PENDING ACQUISITIONS
The Company announced earlier this week the extension of the tender offer for
its pending acquisition of Cheap Tickets until October 5, 2001. It also
announced that the European Commission had completed its review of the pending
Galileo acquisition. Both transactions are expected to close in early October
2001. While those transactions will be less accretive than originally expected,
the Company will take management action which will enable its Travel
Distribution Division to make a positive contribution on both a cash and
earnings per share basis, beginning in the fourth quarter of 2001. Latest
estimates by the airline industry indicate an expected reduction in air travel
of approximately 20% in 2002. Assuming Galileo tracks those volumes, the Travel
Distribution Division will add $0.07 to $0.09 per share to Cendant's 2002
earnings compared with earlier projections of $0.11 to $0.16.

STATEMENTS ABOUT FUTURE RESULTS MADE IN THIS RELEASE CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND THE CURRENT
ECONOMIC ENVIRONMENT. THE COMPANY CAUTIONS THAT THESE STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS. IMPORTANT
ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS ARE SPECIFIED IN
CENDANT'S FORM 10-K/A AND GALILEO INTERNATIONAL, INC.'S FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2000, INCLUDING THE TIMING OF THE CONSUMMATION OF THE GALILEO
ACQUISITION WHICH IS EXPECTED TO CLOSE ON OCTOBER 1, 2001. MOREOVER, EVENTS AND
RESPONSES RELATING TO NATIONAL SECURITY COULD ALSO NEGATIVELY IMPACT ACTUAL
RESULTS.

SUCH FORWARD-LOOKING STATEMENTS INCLUDE PROJECTIONS. SUCH PROJECTIONS WERE NOT
PREPARED IN ACCORDANCE WITH PUBLISHED GUIDELINES OF THE AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS OR THE SEC REGARDING PROJECTIONS AND FORECASTS, NOR
HAVE SUCH PROJECTIONS BEEN AUDITED, EXAMINED OR OTHERWISE REVIEWED BY
INDEPENDENT AUDITORS OF CENDANT OR ITS AFFILIATES. IN ADDITION, SUCH PROJECTIONS
ARE BASED UPON MANY ESTIMATES AND ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC
AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF MANAGEMENT OF CENDANT AND ITS AFFILIATES. ACCORDINGLY, ACTUAL RESULTS
MAY BE MATERIALLY HIGHER OR LOWER THAN THOSE PROJECTED. THE INCLUSION OF SUCH
PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS A REPRESENTATION BY CENDANT OR ITS
AFFILIATES THAT THE PROJECTIONS WILL PROVE TO BE CORRECT.




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