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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                           MAY 31, 2002 (MAY 28, 2002)
               (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 ORGANIZATION)                         IDENTIFICATION NUMBER)


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



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



                                      NONE
       (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF APPLICABLE)






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Item 5. Other Events

      EXCEPT AS EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES,
"CENDANT", "WE", "OUR", OR "US" MEANS CENDANT CORPORATION, A DELAWARE
CORPORATION, AND ITS SUBSIDIARIES.

      In connection with our $2.85 billion settlement of our principal
securities class action litigation, IN RE CENDANT CORPORATION LITIGATION, Master
File No. 98-1664 (WHW) (D.N.J.), we completed the funding of the trust
established for the benefit of the plaintiffs of such litigation on May 28,
2002. In completing this funding, we satisfied our liability arising from such
litigation. A copy of the press release announcing this funding is attached as
Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

      We continue to be involved in litigation asserting claims associated with
the accounting irregularities discovered in former CUC business units outside of
the principal securities class action litigation described above. We do not
believe that it is feasible to predict or determine the final outcome or
resolution of these unresolved proceedings. An adverse outcome from such
unresolved proceedings could be material with respect to earnings in any given
reporting period. However, we do not believe that the impact of such unresolved
proceedings should result in a material liability to us in relation to our
consolidated financial position or liquidity.


Item 7. Exhibits

        See Exhibit Index.









                                    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/ ERIC J. BOCK
                                       --------------------------------------
                                          Eric J. Bock
                                          Executive  Vice  President -- Law
                                          and Corporate Secretary


Date:  May 31, 2002






                               CENDANT CORPORATION
                           CURRENT REPORT ON FORM 8-K
                    REPORT DATED MAY 31, 2002 (MAY 28, 2002)


                                  EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION
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99.1            Press Release issued by Cendant Corporation on May 28, 2002,
                announcing that it completed funding of its principal securities
                class action litigation liability.

EX-99.1

                                                                  Exhibit 99.1


              CENDANT COMPLETES FUNDING OF PRINCIPAL SECURITIES
                        CLASS ACTION LITIGATION LIABILITY


NEW YORK, NY, MAY 28, 2002 - Cendant Corporation (NYSE: CD) today announced that
it has completed the funding of its remaining principal securities class action
litigation liability.

Cendant's Chairman, President and CEO, Henry R. Silverman, stated: "With the
final payment made on the principal class action settlement, our focus going
forward will be to build shareholder value through the utilization of more than
$2 billion of annual free cash flow to continue to reduce indebtedness and
strategically expand our core businesses within travel and residential real
estate services where we have significant competitive advantages.

"I remain deeply grateful to our Board of Directors, senior leadership teams and
our associates whose efforts have resulted in Cendant's outstanding financial
performance quarter after quarter as we steered our way through the most
difficult and challenging period in our Company's history. Thanks to the efforts
of my colleagues, our focus on our customers and the loyalty of those customers,
Cendant has an extremely bright future."

About Cendant Corporation

Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 70,000 employees, New York City based
Cendant provides these services to businesses and consumers in over 100
countries. More information about Cendant, its companies, brands and current SEC
filings may be obtained by visiting the Company's Web site at www.Cendant.com.


CENDANT MEDIA CONTACTS:             CENDANT INVESTOR CONTACTS:
Elliot Bloom (In the US)            Sam Levenson
212-413-1832                        212-413-1834

                                    Hank Diamond
                                    212-413-1920