SECURITIES AND EXCHANGE COMMISSION

   Litigation Release No. 16910 / February 28, 2001

   ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 1372

   , Civil Action No. 01-987(AJL) (D.N.J. Feb. 28, 2001)
   SEC CHARGES WALTER A. FORBES AND E. KIRK SHELTON, FORMER TOP OFFICERS
   OF CUC INTERNATIONAL INC., AND CENDANT CORP., WITH DIRECTING AND
   PROFITING FROM A MASSIVE FINANCIAL FRAUD

   The Securities and Exchange Commission today filed a civil enforcement
   action in the U.S. District Court for the District of New Jersey
   against Walter A. Forbes and E. Kirk Shelton, the top two former
   officers of CUC International Inc. ("CUC"), alleging that they
   directed a massive financial fraud while selling millions of dollars
   worth of the company's common stock. For the period 1995-1997 alone,
   pre-tax operating income reported to the public by CUC was inflated by
   an aggregate amount of over $500 million. The Commission, among other
   relief, seeks disgorgement of their fraudulent stock gains (with
   prejudgment interest), payment of civil money penalties, orders
   barring Forbes or Shelton from serving as an officer of a public
   company, and injunctions against violations of the federal securities
   laws.

   CUC merged with HFS Incorporated on December 17, 1997, to form Cendant
   Corporation ("Cendant"). The litigation results from the Commission's
   investigation of a long-running financial fraud that began at CUC in
   the 1980s and continued until its discovery and disclosure by Cendant
   in April 1998. Upon disclosure of the fraud, the price of Cendant
   common stock plummeted, causing billions of dollars in losses for
   investors.

   SEC Director of Enforcement Richard H. Walker said, "As this case
   graphically illustrates, large, complex, and long-running financial
   frauds often originate at the highest levels of a company. When senior
   officers entrusted by investors to run public companies engage in
   fraud, the Commission will respond aggressively to assure continued
   investor confidence in the quality of financial reporting."

   The Commission's complaint alleges the following
     * Forbes, CUC's Chairman and Chief Executive Officer, directed the
       fraud from its beginnings in 1985. From at least 1991 on, Shelton,
       CUC's President and Chief Operating Officer, joined Forbes in
       directing the scheme.
     * Forbes and Shelton reviewed and managed schedules listing
       fraudulent adjustments to be made to CUC's quarterly and annual
       financial statements. CUC senior management used the adjustments