Filed pursuant to Rule No. 424(b)(3)
                                                      File Number 333-65578


PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated August 27, 2001)

                               $1,000,000,000
                            CENDANT CORPORATION
                          Zero-Coupon Convertible
                Debentures due 2021 and shares of CD common
              stock issuable upon conversion of the debentures



         This prospectus supplement supplements the prospectus dated August
27, 2001 of Cendant Corporation, as supplemented on October 2, 2001 and
November 13, 2001, relating to the sale by certain of our securityholders
(including their pledges, donees, assignees, transferees, successors and
others who later hold any of the selling securityholders' interests) of up
to $1,000,000,000 aggregate principal amount at maturity of debentures and
the shares of CD common stock issuable upon conversion of the debentures.
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 entity who is named below as a selling
securityholder:




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

                                                                                                
UBS O'Connor LLC f/b/o UBS Global Equity
  Arbitrage Master Ltd . . . . . . . .            $20,000,000              2.000%           781,510               *

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

*        Less than one percent (1%).

(1)      Assumes conversion of all of the holder's debentures at a
         conversion rate of 39.0755 shares of CD common stock per $1,000
         principal amount at maturity of the debentures. This conversion
         rate is subject to adjustment, however, as described under
         "Description of the Debentures--Conversion Rights". As a result,
         the number of shares of CD common stock issuable upon conversion
         of the debentures may increase or decrease in the future. Does not
         include shares of CD common stock that may be issued by us upon
         purchase of the debentures by us at the option of the holder.

(2)      Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
         857,074,916 shares of CD common stock outstanding as of June 30,
         2001. 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 debentures, but we did not
         assume conversion of any other holder's debentures. Does not
         include shares of CD common stock that may be issued by us upon
         purchase of the debentures by us at the option of the holder.



         Investing in the debentures or shares of CD common stock involves
risks that are described in the "Risk Factors" section beginning on page 10
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 January 8, 2002.