Sec Form 4 Filing - SHEEHAN KEVIN M @ CENDANT CORP - 2005-05-06

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 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 SHEEHAN KEVIN M 2. Issuer Name and Ticker or Trading Symbol CENDANT CORP [ CD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chair/CEO Vehicle Svs Div (Last) (First) (Middle) 9 WEST 57TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2005 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) 05/06/2005 M( 1 ) 55,688 A $ 0 114,277 D Common Stock (series designated CD stock) 05/06/2005 M( 2 ) 99,694 A $ 0 213,971 D Common Stock (series designated CD stock) 05/06/2005 F( 3 ) 69,379 D $ 20.39 144,592 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 05/06/2005 M( 1 ) 55,688 04/22/2004( 5 ) ( 6 ) Common Stock (series designated CD stock) 55,688 $ 0 0 D Performance - Vesting Restricted Stock Units $ 0 05/06/2005 M( 2 ) V 99,694 04/27/2005( 4 ) ( 6 ) Common Stock (series designated CD stock) 99,694 $ 0 58,910 D Performance - Vesting Restricted Stock Units $ 0 05/06/2005 D V 58,910 04/27/2005( 7 ) ( 6 ) Common Stock (series designated CD stock) 58,910 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHEEHAN KEVIN M 9 WEST 57TH STREET NEW YORK, NY10019 Chair/CEO Vehicle Svs Div Signatures Lynn A. Feldman by Power of Attorney for Kevin M. Sheehan 05/10/2005 Signature of Reporting Person Date

Explanation of Responses:

( 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 performance vesting 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. ( 3 )Represents tax withholdings in connection with the vesting of 99,694 shares of performance vesting restricted stock units and 55,688 shares of restricted stock units on May 6, 2005. ( 4 )Original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008. Vesting was accelerated due to Mr. Sheehan's departure from Cendant on May 6, 2005. ( 5 )Original grant vests in four equal installmental on April 22, 2004, 2005, 2006 and 2007. Vesting was accelerated due to Mr. Sheehan's departure from Cendant on May 6, 2005. ( 6 )Expiration date not applicable. ( 7 )Original grant vests in four equal installments on April 27, 2005, 2006, 2007 and 2008. 58,910 units were canceled due to Mr. Sheehan's departure from Cendant on May 6, 2005.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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