SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                JANUARY 24, 2001
               (Date of report (Date of earliest event reported))


                            AVIS GROUP HOLDINGS, INC.
             ------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



         DELAWARE                         1-13315              11-3347585
         --------                         -------              ----------
(State or Other Jurisdiction of         (Commission           (IRS Employer
        Incorporation)                  File Number)        Identification No.)


      900 Old Country Road, Garden City, NY                   11530
    ---------------------------------------------------     ----------
      (Address of principal executive offices)              (zip code)


                             (516) 222-3000
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           (Registrant's telephone number, including area code)


                               NOT APPLICABLE
  ------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


ITEM 5.   OTHER EVENTS.

          On January 24,  2001,  Avis  issued a press  release  announcing  that
February 28, 2001 will be the date for the special  shareholder  meeting to vote
on adoption of the Agreement and Plan of Merger,  dated as of November 11, 2000,
by and among Cendant  Corporation,  PHH Corporation,  Avis Acquisition Corp. and
Avis Group  Holdings,  Inc. The press  release also  provided  that,  assuming a
favorable  shareholder vote, the transaction is expected to close on March 1 and
that  shareholders  of record as of January  24,  2001 are  entitled  to receive
notice of, and vote at, the special  meeting.  The  Agreement and Plan of Merger
provides  for  Cendant to acquire  all of the  outstanding  shares of Avis Group
Holdings,  Inc. that are not currently owned by Cendant at a price of $33.00 per
share in cash. The press release also announced that Avis Group  Holdings,  Inc.
filed a preliminary proxy statement with the Securities and Exchange  Commission
regarding the  transaction.  A copy of the press  release is attached  hereto as
Exhibit 99.1 and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits.

     No.       Description.
     ---       ------------

     99.1      Press  Release  of  Avis  Group Holdings, Inc., dated January 24,
               2001.

                                   SIGNATURES

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                            AVIS GROUP HOLDINGS, INC.


                                            By: /s/   Karen C. Sclafani
                                               ---------------------------------
                                               Vice President, General Counsel
                                                 and Secretary

Dated:   January 26, 2001


<PAGE>

                                  EXHIBIT INDEX


Exhibit No.    Description.

99.1           Press Release of Avis Group Holdings,  Inc.,  dated  January  26,
               2001.