Cendant is also taking on Fairfield's $90 million debt load. Thedeal values Fairfield's stock at $15. Cendant is trading around $12per share.

The merger gives Fairfield new funding avenues and widercustomer marketing bases. Cendant gains entry to the growingtime-share pool, but faces an industry concern over its ownershipof Resort Condominiums International, a fee-based, time-shareexchange network.

How much of an advantage Cendant will now have over thecompetition with its newly-acquired time-share portfolio and itsRCI exchange product remains an unanswered industry question.

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