Exhibit 4.1
                            Cendant Corporation


                 Zero Coupon Senior Convertible Contingent
                          Debt Securities due 2021

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                        FIRST SUPPLEMENTAL INDENTURE

                         Dated as of June 13, 2001

                                     TO

                                 INDENTURE

                       Dated as of February 13, 2001

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                            The Bank of New York

                                  TRUSTEE

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                             TABLE OF CONTENTS

                                                                         Page

                                 ARTICLE 1

               AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE

Section 1.1       Amendment to Section 10.8.................................2
Section 1.2       Amendment to Exhibit A-1..................................2

                            ARTICLE 2

                          MISCELLANEOUS

Section 2.1       Execution of Supplemental Indenture.......................2
Section 2.2       Trust Indenture Act Controls..............................2
Section 2.3       Notices...................................................2
Section 2.4       Separability Clause.......................................3
Section 2.5       GOVERNING LAW.............................................4
Section 2.6       Successors................................................4
Section 2.7       Multiple Originals........................................4



         FIRST SUPPLEMENTAL INDENTURE dated as of June 13, 2001 (herein
called the "Supplemental Indenture") between CENDANT CORPORATION, a
Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee"), under the Indenture dated
as of February 13, 2001, between the Company and the Trustee (hereinafter
called the "Original Indenture"). Capitalized terms used in this
Supplemental Indenture and not otherwise defined herein shall have the
meanings set forth in the Original Indenture.


                                  RECITALS

         WHEREAS, the Company has duly authorized the issuance from time to
time of its Zero Coupon Senior Convertible Contingent Debt Securities due
2021 (the "Securities") pursuant to the Original Indenture;

         WHEREAS, in accordance with Section 9.1 of the Original Indenture,
the Company and the Trustee may enter into supplemental indentures to the
Original Indenture without the consent of the Holders of Securities to,
among other things, (i) cure any ambiguity, omission, defect or
inconsistency in the Original Indenture and (ii) add to the Company's
covenants for the benefit of the Securityholders or to surrender any right
or power conferred upon the Company, so long as such changes do not
materially and adversely affect the interests of any Securityholder;

         WHEREAS, the Company desires to amend and supplement the Original
Indenture in accordance with the terms thereof; and

         WHEREAS, the Company has determined that the requirements of
Article IX of the Original Indenture have been satisfied and has requested
the Trustee to join with it in the execution and delivery of this
Supplemental Indenture; all requirements necessary to make this
Supplemental Indenture a valid instrument in accordance with its terms have
been met; and the execution and delivery hereof have been in all respects
duly authorized by the Company;

         NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of
the Holders of the Securities:



                                 ARTICLE 1

               AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE

         Section 1.1 Amendment to Section 10.8.

         Section 10.8 of the Original Indenture is hereby amended by
deleting and removing the words "(y) distributions of assets, debt
securities or rights to purchase securities of Cendant Membership Services,
Inc. or successor to Cendant Membership Services, Inc.'s business," which
appear in the first paragraph thereof.

         Section 1.2 Amendment to Exhibit A-1.

         The second paragraph of Paragraph 8 of the Form of Global Security
attached as Exhibit A-1 to the Original Indenture is hereby amended by
inserting the words "..., except in relation to any distribution of assets,
debt securities or rights to purchase securities of Cendant Membership
Services, Inc. or successor to Cendant Membership Services, Inc.," after
the words "prior to the date of declaration" which appear in the fifth line
of such paragraph.


                                 ARTICLE 2

                               MISCELLANEOUS

         Section 2.1 Execution of Supplemental Indenture.

         This Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Original Indenture and, as provided in
Section 9.7 of the Original Indenture, this Supplemental Indenture forms a
part thereof. The Original Indenture, as supplemented and amended by this
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.

         Section 2.2 Trust Indenture Act Controls. If any provision of this
Supplemental Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

         Section 2.3 Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows
or transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:

         if to the Company:

         Cendant Corporation
         9 West 57th Street, 43rd Floor
         New York, New York 10019
         Attn:  Secretary
         Telephone No.: (212) 413-1800
         Facsimile No.:  (212) 413-1922

         if to the Trustee:

         The Bank of New York
         101 Barclay Street
         Floor 21W
         New York, New York 10286
         Telephone No.:  (212) 815-5359
         Facsimile No.:   (212) 815-5915
         Attn:  Corporate Trust Administration

         The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

         Any notice or communication given to a Securityholder shall be
mailed to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

         Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to the
Securityholders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not received by the addressee.

         If the Company mails a notice or communication to the
Securityholders, it shall mail a copy to the Trustee and each Registrar,
Paying Agent, Conversion Agent or co-registrar.

         Section 2.4 Separability Clause. In case any provision in the
Supplemental Indenture, the Original Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 2.5 GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS SUPPLEMENTAL INDENTURE.

         Section 2.6 Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successor. All agreements of the
Trustee in this Supplemental Indenture shall bind its successor.

         Section 2.7 Multiple Originals. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Supplemental Indenture.



                  IN WITNESS WHEREOF, the undersigned, being duly
authorized, have executed this First Supplemental Indenture on behalf of
the respective parties hereto as of the date first above written.

                                   CENDANT CORPORATION


                                   By: /s/     Eric J. Bock
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                                        Name:  Eric J. Bock
                                        Title: Senior Vice President - Law
                                               and Secretary

                                   THE BANK OF NEW YORK


                                   By:  /s/    Julie Salovitch- Miller
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                                        Name:  Julie Salovitch-Miller
                                        Title: Vice President