SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 9) 
             TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934 

                    AMERICAN BANKERS INSURANCE GROUP, INC. 
                          (NAME OF SUBJECT COMPANY) 

                           SEASON ACQUISITION CORP. 
                             CENDANT CORPORATION 
                                  (Bidders) 
                   COMMON STOCK, PAR VALUE $1.00 PER SHARE 
          (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) 
                        (Title of Class of Securities) 
                                 024456 10 5 
                    (CUSIP Number of Class of Securities) 

                            JAMES E. BUCKMAN, ESQ. 
             SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 
                             CENDANT CORPORATION 
                                 6 SYLVAN WAY 
                         PARSIPPANY, NEW JERSEY 07054 
                          TELEPHONE: (973) 428-9700 
           (Name, Address and Telephone Number of Person Authorized 
         to Receive Notices and Communications on Behalf of Bidders) 

                               WITH A COPY TO: 
                               DAVID FOX, ESQ. 
                            ERIC J. FRIEDMAN, ESQ. 
                   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 
                               919 THIRD AVENUE 
                           NEW YORK, NEW YORK 10022 
                          TELEPHONE: (212) 735-3000 

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   This Amendment No. 9 amends the Tender Offer Statement on Schedule 14D-1 
initially filed on January 27, 1998 (as amended, the "Schedule 14D-1") by 
Cendant Corporation, a Delaware corporation ("Parent"), and its wholly owned 
subsidiary, Season Acquisition Corp., a New Jersey corporation ("Purchaser"), 
relating to Purchaser's tender offer for 23,501,260 outstanding shares of 
common stock, par value $1.00 per share, of American Bankers Insurance Group, 
Inc., a Florida corporation (the "Company"). Unless otherwise defined herein, 
all capitalized terms used herein shall have the respective meanings given 
such terms in the Schedule 14D-1. 

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 

   Item 11 is hereby amended as follows: 

   (a)(17) Text of Press Release issued by Parent on February 12, 1998. 









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                                  SIGNATURE 

   After due inquiry and to the best of its knowledge and belief, the 
undersigned certifies that the information set forth in this statement is 
true, complete and correct. 

Dated: February 12, 1998 

                                          CENDANT CORPORATION 

                                          By:  /s/ James E. Buckman 
                                              ------------------------------- 
                                              Name: James E. Buckman 
                                              Title: Senior Executive Vice 
                                                     President 
                                                     and General Counsel 

                                          SEASON ACQUISITION CORP. 

                                          By:  /s/ James E. Buckman 
                                              ------------------------------- 
                                              Name: James E. Buckman 
                                              Title: Executive Vice President 









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                                EXHIBIT INDEX 



  EXHIBIT NO. 
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     (A)(17)     TEXT OF PRESS RELEASE ISSUED BY PARENT ON FEBRUARY 12, 1998. 














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EX-99.(A)(17)

                                                         For Immediate Release


                 CENDANT COMMENCES PROXY SOLICITATION AGAINST
                   AMERICAN BANKERS PROPOSED MERGER WITH AIG

Stamford, CT and Parsippany, NJ, February 12, 1998 - Cendant Corporation
(NYSE: CD) today announced that it has commenced distributing proxy materials
to the shareholders of American Bankers Insurance Group Inc. (NYSE: ABI) to
solicit ABI shareholders to vote against the proposed merger of ABI with
American International Group Inc. (NYSE:AIG), valued at $47 per share.

Cendant has proposed to acquire ABI for $58 per share in cash and stock, for
an aggregate of approximately $2.7 billion on a fully diluted basis, 23% more
than the agreement with AIG.

The highly unusual and restrictive conditions in the agreement between AIG and
ABI, prohibiting any discussions between ABI and other interested bidders until
120 days following the date of that agreement, has precluded Cendant from
discussing its proposal with the ABI Board.

Accordingly, Cendant is going directly to ABI shareholders, asking them to
vote against the proposed merger with AIG, and send a strong message to the
Board that shareholders will act to preserve their ability to accept the
clearly superior value provided by the Cendant offer.

Cendant has also filed suit in U.S. District Court for the Southern District
of Florida to ensure that American Bankers' shareholders have the opportunity
to consider Cendant's offer.

Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. With a market capitalization of approximately $33 billion, it ranks
among the 100 largest U.S. corporations. Cendant operates in three principal
segments: Membership, Travel and Real Estate Services. In Membership Services,
Cendant provides access to travel, shopping, auto, dining, and other services
through more than 66.5 million memberships worldwide. In Travel Services,
Cendant is the leading franchisor of hotels and rental car agencies worldwide,
the premier provider of vacation exchange services and the second largest
fleet management company. In Real Estate Services, Cendant is the world's
premier franchisor of residential real estate brokerage offices, a major
provider of mortgage services to consumers and a global leader in corporate
employee relocation. Headquartered in Stamford, CT and Parsippany, NJ, the
company has more than 35,000 employees, operates in over 100 countries and
makes approximately 100 million





customer contacts annually.

Investor Contact:                   Media Contract:   or:
Laura P. Hamilton                   Elliot Bloom      Jim Fingeroth
Senior Vice President               Vice President    Kekst and Company
Corporate Communications            Public Relations
(203) 965-5114                      (973) 496-8414    (212) 521-4800



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