Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Coughlin Linda C
   2. Issuer Name and Ticker or Trading Symbol
CENDANT CORP [CD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last)
(First)
(Middle)
ONE CAMPUS DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/16/2005
(Street)

PARSIPPANY, NJ 07054		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance - Vesting Restricted Stock Units $ 0 (1) 02/16/2005   A   44,883   04/27/2006(2)   (3) Common Stock (series designated CD stock) 44,883 $ 0 44,883 D  
Performance - Vesting Restricted Stock Options $ 22.28 02/16/2005   A   157,730   04/27/2006(2) 02/16/2015 Common Stock (series designated CD stock) 157,730 $ 0 157,730 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Coughlin Linda C
ONE CAMPUS DRIVE
PARSIPPANY, NJ 07054		       Chief Administrative Officer  

Signatures

 Jean M. Sera, by Power of Attorney for Linda C. Coughlin   02/17/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Units convert to Common Stock (series designated CD stock) on a one-to-one basis upon vesting.
(2) One-half of the aggregate number of units/options vest in four equal installments on each of April 27, 2006, April 27, 2007, April 27, 2008 and April 27, 2009, subject to the Company?s attainment of pre-established financial performance goals. An additional one-half of the aggregate number of units/options vest on April 27, 2009, subject to the Company?s attainment of pre-established financial performance goals. Units/options which fail to vest in 2006, 2007 or 2008 may vest in later years subject to the Company?s attainment of multi-year cumulative pre-established financial performance goals.
(3) Expiration date not applicable.

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