Washington, D.C. 20549


                                 SCHEDULE TO-T/A

                                 (Rule 14d-100)

      Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of
                       the Securities Exchange Act of 1934
                                (Amendment No. 3)

                               CHEAP TICKETS, INC.
                       (Name of Subject Company (issuer))

                       Diamondhead Acquisition Corporation
                               Cendant Corporation
                      (Names of Filing Persons (Offerors))


                    Common Stock, par value $0.001 per Share
                        (Titles of Classes of Securities)


                      (CUSIP Number of Class of Securities)

                             James E. Buckman, Esq.
                        Vice Chairman and General Counsel
                               Cendant Corporation
                               9 West 57th Street
                            New York, New York 10019
                                 (212) 413-1800
            (Name, address and telephone number of person authorized
               to receive notices and communications on behalf of
                               the filing person)

                                   Copies to:


            Kenton J. King, Esq.                                      Eric J. Bock
  Skadden, Arps, Slate, Meagher & Flom LLP         Senior Vice President, Law and Corporate Secretary
       525 University Ave., Suite 1100                            Cendant Corporation
         Palo Alto, California 94301                              9 West 57/th/ Street
               (650) 470-4500                                   New York, New York 10019
                                                                     (212) 413-1800

                            CALCULATION OF FILING FEE


         Transaction Valuation*                           Amount of Filing Fee**
              $406,241,791                                       $81,249

*        Estimated for purposes of calculating the filing fee only. This
         calculation assumes the purchase of 23,299,413 shares of common stock
         of Cheap Tickets, Inc. at the tender offer price of $16.50 per share of
         common stock. The transaction value also includes the offer price of
         $16.50 less $11.16, which is the average exercise price of outstanding
         options, multiplied by 2,652,698, the estimated number of options
         outstanding. The transaction value further includes the offer price of
         $16.50 less $11.805, which is the exercise price of outstanding
         warrants, multiplied by 1,626,426, the number of warrants outstanding.

**       The amount of the filing fee, calculated in accordance with Rule 0-11
         of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1%
         of the transaction valuation.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number or the Form or Schedule and the date of its filing.

         Amount Previously Paid:    $81,249     Filing        Diamondhead Acquisition
                                                Parties:      Corporation and Cendant
         Form or Registration No.   SC TO-T     Date Filed:   August 23, 2001

[_]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer. Check
         the appropriate boxes below to designate any transactions to which the
         statement relates:

[X]      third-party tender offer subject to Rule 14d-1.
[_]      issuer tender offer subject to Rule 13e-4.
[_]      going-private transaction subject to Rule 13e-3.
[_]      amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
the results of the tender offer:

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

         This Amendment No. 3 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO (the "Schedule TO"), as amended through
the date hereof, filed initially with the Securities and Exchange Commission on
August 23, 2001 by Diamondhead Acquisition Corporation (the "Purchaser"), a
Delaware corporation, and Cendant Corporation ("Parent"), a Delaware
corporation, relating to the third-party tender offer by the Purchaser to
purchase all issued and outstanding shares of common stock, par value $0.001 per
share (the "Shares"), of Cheap Tickets, Inc., a Delaware corporation (the
"Company"), at $16.50 per share net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to

Purchase dated August 23, 2001 and filed as Exhibit (a)(1)(A) to the Schedule TO
(the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Offer to
Purchase or in the Schedule TO.

Item 11.  Additional Information.

         Item 11 of the Schedule TO is hereby amended and supplemented to add to
the end thereof the following:

         "The Offer expired at 12:00 midnight, New York City time, on Friday,
October 5, 2001. Based on information provided by the Depositary to Parent, as
of the expiration of the Offer, more than 90 percent of Company's issued and
outstanding shares, have been tendered and not withdrawn. The Purchaser accepted
for purchase and payment all shares validly tendered pursuant to the Offer.
Parent issued a press release, a copy of which is attached hereto as Exhibit
(a)(1)(L) and is incorporated herein by reference."

Item 12.  Exhibits.

         Item 12 is hereby amended and supplemented to add the following

"(a)(1)(L) Press Release issued by Parent, dated October 8, 2001."


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                           DIAMONDHEAD ACQUISITION CORPORATION

                                           By:    /s/ Eric J. Bock
                                           Name:  Eric J. Bock
                                           Title: Senior Vice President and

                                           CENDANT CORPORATION

                                           By:    /s/ Eric J. Bock
                                           Name:  Eric J. Bock
                                           Title: Senior Vice President, Law and
                                                  Corporate Secretary

Dated:  October 9, 2001