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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1. Name and Address of Reporting Person * HOLMES STEPHEN P   2. Issuer Name and Ticker or Trading Symbol CENDANT CORP [CD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE CAMPUS DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/15/2006 (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 Common Stock (series designated CD stock) 08/15/2006   M(1)   91,980 A $ 0 182,606 I Held by NQ Deferred Compensation Plan (Deferred LTIP Shares) Common Stock (series designated CD stock) 08/15/2006   F(2)   1,335 D $ 1.86 181,271 I Held by NQ Deferred Compensation Plan (Deferred LTIP Shares) Common Stock (series designated CD stock) 08/15/2006   M(1)   124,813 A $ 0 331,105 D   Common Stock (series designated CD stock) 08/15/2006   F(2)   57,851 D $ 1.86 273,254 D   Common Stock (series designated CD stock)               110,000 I Held by Trust Common Stock (series designated CD stock)               16,971 I Held by Children

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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

08/15/2006

M(1)

24,007

04/22/2004(3)

(6)

Common Stock (series designated CD stock)

24,007

$ 0

0

D

Restricted Stock Units

$ 0

08/15/2006

M(1)

67,973

04/27/2005(4)

(6)

Common Stock (series designated CD stock)

67,973

$ 0

0

D

Restricted Stock Units

$ 0

08/15/2006

M(1)

124,813

04/27/2005(5)

(6)

Common Stock (series designated CD stock)

124,813

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOLMES STEPHEN P ONE CAMPUS DRIVE PARSIPPANY, NJ 07054	X

Signatures

Jean M. Sera, by Power of Attorney for Stephen P. Holmes		08/21/2006
**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 tax withholdings in connection with the vesting of restricted stock units on August 15, 2006.
(3)	Original grant vests in four equal installments on April 22, 2004, 2005, 2006 and 2007. In connection with the Separation Plan, vesting was accelerated to August 15, 2006.
(4)	One-half of the original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008, subject to the Company?s attainment of preestablished financial performance goals. An additional one-half of the original grant vests on April 27, 2008, subject to the Company?s attainment of preestablished financial performance goals. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. In addition, 90,631 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005.
(5)	One-half of the original grant vests in four equal installments on April 27, 2006, 2007, 2008 and 2009, subject to the Company?s attainment of preestablished financial performance goals. An additional one-half of the original grant vests on April 27, 2009, subject to the Company?s attainment of preestablished financial performance goals. In connection with the Separation Plan, vesting was accelerated to August 15, 2006. In addition, 124,813 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005.
(6)	Expiration date not applicable.

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