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 * SHEEHAN KEVIN M   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) Chair/CEO Vehicle Svs Div (Last) (First) (Middle) 9 WEST 57TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2005 (Street) NEW YORK, NY 10019 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 Common Stock (series designated CD stock) 05/06/2005   M(1)   55,688 A $ 0 114,277 D   Common Stock (series designated CD stock) 05/06/2005   M(2)   99,694 A $ 0 213,971 D   Common Stock (series designated CD stock) 05/06/2005   F(3)   69,379 D $ 20.39 144,592 D

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

Restricted Stock Units

$ 0

05/06/2005

M(1)

55,688

04/22/2004(5)

(6)

Common Stock (series designated CD stock)

55,688

$ 0

0

D

Performance - Vesting Restricted Stock Units

$ 0

05/06/2005

M(2)

V

99,694

04/27/2005(4)

(6)

Common Stock (series designated CD stock)

99,694

$ 0

58,910

D

Performance - Vesting Restricted Stock Units

$ 0

05/06/2005

D

V

58,910

04/27/2005(7)

(6)

Common Stock (series designated CD stock)

58,910

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEEHAN KEVIN M 9 WEST 57TH STREET NEW YORK, NY 10019			Chair/CEO Vehicle Svs Div

Signatures

Lynn A. Feldman by Power of Attorney for Kevin M. Sheehan		05/10/2005
**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)	Represents restricted stock units which automatically converted to Common Stock (series designated CD stock) upon the vesting of such units on a one-to-one basis.
(2)	Represents performance vesting restricted stock units which automatically converted to Common Stock (series designated CD stock) upon the vesting of such units on a one-to-one basis.
(3)	Represents tax withholdings in connection with the vesting of 99,694 shares of performance vesting restricted stock units and 55,688 shares of restricted stock units on May 6, 2005.
(4)	Original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008. Vesting was accelerated due to Mr. Sheehan's departure from Cendant on May 6, 2005.
(5)	Original grant vests in four equal installmental on April 22, 2004, 2005, 2006 and 2007. Vesting was accelerated due to Mr. Sheehan's departure from Cendant on May 6, 2005.
(6)	Expiration date not applicable.
(7)	Original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008. 58,910 units were canceled due to Mr. Sheehan's departure from Cendant on May 6, 2005.

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