Form 5
Form 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

ANNUAL STATEMENT OF CHANGES
BENEFICIAL OWNERSHIP

 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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[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Katz, Samuel L.		 2. Issuer Name and Ticker or Trading Symbol
Cendant Corporation   (CD)

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)
___ Director                            ___ 10% Owner
_X_ Officer (give title below)   ___ Other (specify below)

Chief Strategic Officer
(Last)             (First)            (Middle)

9 West 57th Street, 37th Floor 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Year

12/31/2002
(Street)

New York, NY 10019		 5. If Amendment, Date of Original (Month/Year)

  		7. 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 at end
of Issuer's
Fiscal Year
(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
                     
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 (Over)
SEC 2270 (9-02)
FORM 5 (continued)
 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 at
End of
Year
(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
Stock Option (right to buy) $19.05 01/22/2002   A   450,000   01/22/2003 (1) 01/22/2012 Common Stock (series designated CD stock) 450,000 $0 450,000 D  
Stock Option (right to buy) $18.68 04/17/2002   A   100,000   04/17/2003 (2) 04/17/2012 Common Stock (series designated CD stock) 100,000 $0 100,000 D  
Explanation of Responses:

Note 1: 150,000 exercisable on 1/22/03; 150,000 on 1/22/04 and 150,000 on 1/22/05.

Note 2: 33,333 exercisable on 4/17/03; 33,333 on 4/17/04 and 33,334 exercisable on 4/17/05.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Lynn A. Feldman
**Signature of Reporting Person
By: Lynn A. Feldman, Attorney-in-fact on behalf of Samuel L. Katz 		02/07/2003 
Date
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