8-K

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest report): February 11, 2002

                           EQUIVEST FINANCE, INC.
             (Exact Name of Registrant as Specified in Charter)

                                  Delaware
               (State or Other Jurisdiction of Incorporation)


              0-18201                                  59-2346270
- ------------------------------------------------------------------------------
     (Commission File Number)                (IRS Employer Identification No.)


     100 Northfield Street
    Greenwich, Connecticut                                      06830
- ------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                      (Zip Code)


     Registrant's telephone number, including area code: (203) 618-0065


                               Not Applicable
       (Former name or former address, if changed since last report)




Items 1 and 5.  Change in Control of Registrant; Other Events.

         On February 11, 2002, pursuant to the Agreement and Plan of
Merger, dated as of December 16, 2001 (the "Merger Agreement"), among
Cendant Corporation, a Delaware corporation ("Cendant"), Cardigan
Acquisition Corporation, a Delaware corporation ("Cardigan"), and the
Registrant, Cendant completed its acquisition of the Registrant. The merger
was effected by Cardigan merging with and into the Registrant (the
"Merger"). As a result of the Merger, the Registrant has become a wholly
owned subsidiary of Cendant. A copy of the Merger Agreement was previously
filed as Exhibit 2.1 to a Current Report on Form 8-K filed on behalf of the
Registrant on December 20, 2001 and is incorporated by reference herein.

         At the effective time, as a result of the Merger, (i) each share
of the Registrant's common stock, par value $0.01 ("Common Stock"), issued
and outstanding prior to the effective time of the Merger (other than
shares of Common Stock owned by Cendant, Cardigan or any wholly owned
subsidiary of Cendant or Cardigan and Dissenting Shares (as defined in the
Merger Agreement)) was converted into the right to receive $3.00 in cash,
without interest, and (ii) each share of the Registrant's Series 2 Class A
Cumulative Redeemable Preferred Stock, par value $3.00 per share ("Series 2
Preferred Stock"), issued and outstanding prior to the effective time of
the Merger (other than shares of Series 2 Preferred Stock owned by Cendant,
Cardigan or any wholly owned subsidiary of Cendant or Cardigan) was
converted into the right to receive an aggregate amount in cash equal to
$1,000 per share plus accrued and unpaid dividends through the effective
time of the Merger.

         Prior to the consummation of the Merger, on February 11, 2002,
Cardigan purchased over 90% of the issued and outstanding shares of Common
Stock and all of the issued and outstanding shares of Series 2 Preferred
Stock from the Registrant's three largest shareholders, the consolidated
bankruptcy estate of The Bennett Funding Group, Inc., R. Perry Harris and
C. Wayne Kinser.

         On February 11, 2002, the Registrant issued a press release
announcing the effectiveness of the Merger. A copy of the press release is
filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)   Financial Statements of Business Acquired Not applicable.

         (b)   Pro Forma Financial Information Not applicable.

         (c)   Exhibits

               Exhibit No.       Description

               99.1              Press Release, dated February 11, 2002,
                                 announcing effectiveness of the Merger.


                                 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.

Date: February 11, 2002
                                         Equivest Finance, Inc.


                                         By: /s/ Gerald L. Klaben, Jr.
                                             --------------------------
                                         Name:  Gerald L. Klaben, Jr.
                                         Title: Senior Vice President and CFO

EX-99

CENDANT



             Cendant Completes Acquisition of Equivest Finance
                   for Approximately $100 Million in Cash


New York, NY and Greenwich, CT, February 11, 2001--Cendant Corporation
(NYSE: CD) today announced it has completed its acquisition of Equivest
Finance, Inc. (Nasdaq Small Cap: EQUI) for approximately $100 million in
cash. [Cendant will also assume approximately $60 million of Equivest
corporate debt.]

Equivest, which markets and sells timeshare vacation services and vacation
ownership interests, will be fully integrated into Cendant's Fairfield
Resorts unit. As previously reported, the transaction is expected to be
immediately accretive to Cendant's earnings per share, adding $0.01 to
adjusted EPS in 2002. Including Equivest, the Company's forecast for 2002
adjusted EPS is $1.29.

Cendant's Vice Chairman of the Hospitality Division, Steve Holmes, stated:
"We are very excited over the prospects of pursuing additional tuck in
acquisitions within the vacation interval business, enabled primarily by
the strength of the Fairfield management team. Additionally, we are
delighted to welcome Equivest's employees and owners to the Cendant
family."

About Fairfield Resorts
Fairfield Resorts, Inc., with more than 340,000 vacation-owning households
and more than $500 million in annual vacation ownership sales, is the
largest independent timeshare company in the world, specializing in the
marketing and sales of innovative vacation and leisure products. Fairfield
Resorts is a subsidiary of Cendant Corporation (NYSE: CD), a diversified
global provider of business and consumer services primarily within the real
estate and travel sectors. Visit Fairfield Resorts at www.eFairfield.com.

About Equivest Finance, Inc.
Equivest Finance, Inc. (NASDAQSC: EQUI) is an integrated timeshare vacation
services company that develops, markets, and sells vacation services and
vacation ownership interests to consumers at 29 resort facilities in more
than 17 resort destinations located primarily on the eastern seaboard of
the United States and in the U.S. Virgin Islands. Equivest also operates a
specialty finance company that principally finances consumer purchases of
vacation ownership interests at Equivest resorts as well as at other
affiliated resorts. More than 85,000 families now own vacation interests in
one or more Equivest resorts, and 20,000 additional families are borrowers
from Equivest in connection with their purchases of vacation ownership
interests in unaffiliated resorts. Equivest (www.equivest.com) is
headquartered in Greenwich, Conn.

About Cendant Corporation
Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 60,000 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 www.Cendant.com or by
calling 877-4-INFOCD (877-446-3623).

Adjusted EBITDA and adjusted EPS are non-GAAP (generally accepted
accounting principles) measures, but the Company believes that they are
useful to assist investors in gaining an understanding of the trends and
results of operations for the Company's core businesses. Adjusted earnings
per share should be viewed in addition to our GAAP results and not in lieu
of GAAP results.

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 form 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-Q filed
on November 14, 2001. 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.


Media Contact for Cendant                    Investor Contacts for Cendant
Elliot Bloom                                 Denise Gillen
212-413-1832                                 212-413-1833
                                             Sam Levenson
                                             212-413-1834

Equivest Contacts:
Richard C. Breeden
201-618-0065