Filed pursuant to Rule 424(b)(3)
                                                         File No. 333-59246


PROSPECTUS SUPPLEMENT NO. 9
(To Prospectus dated July 25, 2001)

                               $1,479,258,000
                            CENDANT CORPORATION
 Zero Coupon Senior Convertible Contingent Debt Securities (CODESSM) due 2021
         and CD Common Stock Issuable Upon Conversion of the CODES

         This prospectus supplement supplements the prospectus dated July
25, 2001 of Cendant Corporation, as supplemented August 1, 2001, August 16,
2001, August 24, 2001, September 25, 2001, October 5, 2001, November 6,
2001, December 20, 2001 and March 1, 2002 relating to the sale by certain
of our securityholders (including their pledgees, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests) of up to $1,479,258,000 aggregate principal
amount at maturity of CODES and the shares of CD common stock issuable upon
conversion of the CODES. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information
contained in the prospectus.

         The table of selling securityholders contained in the prospectus
is hereby amended to add the entities who are named below as selling
securityholders:




                                                            Aggregate                     Number of
                                                         Principal Amount                Shares of CD   Percentage of
                                                          at Maturity of  Percentage of  Common Stock    Shares of CD
                                                            CODES That        CODES        That May      Common Stock
Name                                                       May Be Sold     Outstanding    Be Sold(1)    Outstanding(2)
- ----                                                       -----------     -----------    ----------    --------------

                                                                                              
Deutsche Bank London..........................               $5,000,000          *           167,000          *
Golden Rule Insurance Company (3)........................      $400,000          *            13,360          *
Maryland State Retirement Fund (3)........................  $15,000,000        1.01%         501,000          *




- -----------

*        Less than one percent (1%).

(1)      Assumes conversion of all of the holder's CODES at a conversion
         rate of 33.40 shares of CD common stock per $1,000 principal
         amount at maturity of the CODES. This conversion rate is subject
         to adjustment, however, as described under "Description of the
         CODES - Conversion Rights". As a result, the number of shares of
         CD common stock issuable upon conversion of the CODES may increase
         or decrease in the future. Does not include shares of CD common
         stock that may be issued by us upon purchase of CODES by us at the
         option of the holder.

(2)      Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
         1,037,692,184 shares of CD common stock outstanding as of April
         30, 2002. In calculating this amount for each holder, we treated
         as outstanding the number of shares of CD common stock issuable
         upon conversion of all of that holder's CODES, but we did not
         assume conversion of any other holder's CODES. Does not include
         shares of CD common stock that may be issued by us upon purchase
         of CODES by us at the option of the holder.

(3)      GEM Capital Management, Inc., a registered investment adviser, has
         investment discretion with respect to the securities beneficially
         owned by its managed accounts which are named as selling
         securityholders.


         Investing in the CODES or shares of CD common stock involves risks
that are described in the "Risk Factors" section beginning on page 5 of the
prospectus.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          The date of this prospectus supplement is May 22, 2002.