Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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*
Richards, Pauline 		2. Issuer Name and Ticker or Trading Symbol
Cendant Corporation   (CD)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

_X_ Director                            ___ 10% Owner
___ Officer (give title below)   ___ Other (specify below)
(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/Day/Year

03/14/2003
(Street)

New York, NY 10019 		5. If Amendment, Date of Original (Month/Day/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
Following Reported
Transactions
(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) 03/14/2003   A (1)   5,000   $12.15 5,000 I Dirs. NQ Def. Comp. Plan
                     
                     
                     
                     
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 (Over)
SEC 1474 (9-02)
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
                               
                               
                               
                               
                               
Explanation of Responses:

1. Award represents a discretionary annual incentive grant of 5,000 shares of Common Stock pursuant to the 1997 Stock Incentive Plan. All shares subject to the Award are required to be deferred into the 1999 Non-Employee Directors Deferred Compensation Plan and automatically converted into deferred stock units thereunder. All such deferred stock units are
immediately vested, however will remain deferred until retirement from the Board, at which time they will be distributed in the form of Common Stock. No monetary consideration was paid by the reporting person.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).		 /s/ Jean Marie Sera
**Signature of Reporting Person
Attorney-in-fact on behalf of Pauline Richards 		03/18/2003
Date
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 		Page 2

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

 

 

                        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of James E. Buckman, Eric J. Bock, Lynn A. Feldman and Jean Marie Sera or any of them, each acting alone, her true and lawful attorney-in-fact to:

 

                        (1)        execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5 relating to the securities of Cendant Corporation, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

                        (2)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of such Form 3, Form 4 or Form 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and

 

                        (3)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

                        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

                        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of March 2003.

 

 

 

By:  /s/ Pauline Richards                 

 

              Pauline Richards