Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  MCCLAIN JOHN
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2006
3. Issuer Name and Ticker or Trading Symbol
CENDANT CORP [CD]
(Last)
(First)
(Middle)
1 CAMPUS DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PARSIPPANY, NJ 07054
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (series designated CD stock) 10,086
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 09/27/1999 09/27/2009 Common Stock (series designated CD stock) 156,373 $ 17.2064 D  
Stock Option (right to buy) 01/13/2000 01/13/2010 Common Stock (series designated CD stock) 78,186 $ 21.1993 D  
Stock Option (right to buy) 01/03/2001 01/03/2011 Common Stock (series designated CD stock) 14,334 $ 9.0289 D  
Stock Option (righ to buy) 01/22/2002 01/22/2012 Common Stock (series designated CD stock) 75,059 $ 18.2736 D  
Restricted Stock Units 08/01/2007(2)   (6) Common Stock (series designated CD stock) 245,902 $ 0 (1) D  
Restricted Stock Units 08/15/2006(3)   (6) Common Stock (series designated CD stock) 4,321 $ 0 (1) D  
Performance - Vesting Restricted Stock Units 08/15/2006(3)   (6) Common Stock (series designated CD stock) 8,497 (4) $ 0 (1) D  
Performance - Vesting Restricted Stock Units 08/15/2006(3)   (6) Common Stock (series designated CD stock) 16,226 (5) $ 0 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCLAIN JOHN
1 CAMPUS DRIVE
PARSIPPANY, NJ 07054
      SVP, Chief Accounting Officer  

Signatures

Jean M. Sera, by Power of Attorney for John McClain 08/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Units convert to Common Stock (series designated CD stock) on a one-to-one basis upon vesting.
(2) Original grant vests in four equal installments on May 2, 2007, 2008, 2009 and 2010.
(3) In connection with Cendant Corporation's Separation Plan, vesting will be accelerated to August 15, 2006.
(4) 11,328 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, were terminated as disclosed in Cendant?s Current Reports on Form 8-K dated March 27, 2006 and October 27, 2005.
(5) 16,225 Performance-Vesting Restricted Stock Units, which were to originally vest upon the attainment of above-target performance goals, were 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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