SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 30)
              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




 
   This Amendment No. 30 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 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

   The information set forth in subsection (b) of the Schedule 14D-1 is hereby
amended and supplemented by the following information:

   On March 17, 1998, Parent entered into a settlement agreement with the
Company and AIG (the "Settlement Agreement"). Pursuant to the terms of the
Settlement Agreement, AIG has agreed to waive (the "AIG Waiver") until 2:00
p.m. on March 23, 1998 certain provisions in the Amended AIG Merger Agreement
which, would thereby permit the Company to terminate such agreement in order to
enter into a definitive acquisition agreement with Parent. In addition, upon
termination of the Amended AIG Merger Agreement and in accordance with the
Settlement Agreement, AIG has agreed to (i) withdraw from any proceedings or
hearings before any insurance regulatory authorities relating to the Parent
Form A Proceedings and withdraw the AIG Form A Proceedings, (ii) refrain from
taking any actions or making any statements intended to frustrate or delay any
business combination between the Company and Parent, (iii) reciprocally with
the Company and Parent, cause the dismissal of all claims asserted in the
litigation relating to AIG's and Parent's respective efforts to acquire control
of the Company, and (iv) observe certain restrictions on hiring or soliciting
the employees of the Company or its subsidiaries for employment with AIG or its
subsidiaries. AIG has also agreed to terminate the Voting Agreement upon
termination of the Amended AIG Merger Agreement.

   Upon termination of the Amended AIG Merger Agreement in accordance with
the Settlement Agreement and in full satisfaction of the Company's obligations
with respect to the Increased AIG Termination Fee and the Amended AIG Lockup
Option Agreement, the Company has agreed to pay AIG $100 million and, upon
execution of an agreement by the Company and Parent regarding a merger or other
business combination, Parent has agreed to pay AIG $5 million to cover AIG's 
expenses. In addition, Cendant has agreed to pay AIG an additional $5 million 
to cover AIG's expenses immediately prior to its acquisition of a majority of 
the outstanding Common Shares or the consummation of a business combination 
with the Company.

   In the event that the Company does not terminate the Amended AIG Merger
Agreement by 2:00 p.m. on March 23, 1998, the AIG Waiver would no longer be
valid and all provisions of the Amended AIG Merger Agreement would apply with
full force and effect.

   A copy of the Settlement Agreemet is included as an exhibit hereto and is
incorporated herein by reference.

ITEM 7.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO THE SUBJECT COMPANY'S SECURITIES.

   Item 7 is hereby amended and supplemented by incorporation herein by
reference of the information set forth above under Item 3 ("Past Contacts,
Transactions or Negotiations with the Subject Company").

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

   Item 11 is hereby amended as follows:

    (a)(37) Text of Press Release issued by Parent on March 18, 1998.

    (c)(1)  Settlement Agreement, dated as of March 17, 1998, by and among
            the Company, AIG and Cendant.
 
                                       2

                                  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: March 18, 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 

                                       3




                                 EXHIBIT INDEX


Exhibit No.
- -----------

  (a) (37)   Text of Press Release issued by Parent on March 18, 1998.

  (c)(1)     Settlement Agreement, dated as of March 17, 1998, by and among
             the Company, AIG and Cendant.


                                       4

EX-99.(A)(37)

                                                          FOR IMMEDIATE RELEASE
	            				          ---------------------

	CENDANT REACHES AGREEMENT WITH AMERICAN BANKERS AND AIG
	-------------------------------------------------------

STAMFORD, CT and PARSIPPANY, NJ, March 18,1998 -- Cendant Corporation (NYSE: CD)
today announced that it has reached an agreement with American Bankers Insurance
Group, Inc. (NYSE: ABI) and American International Group, Inc. (NYSE: AIG) that
provides Cendant and American Bankers an opportunity to negotiate and sign a
merger agreement between Cendant and American Bankers. The agreement calls for
AIG to waive, until 2:00 PM on March 23, 1998, certain provisions in its merger
agreement with American Bankers that precluded American Bankers from terminating
its agreement with AIG and entering into a merger with any third party before
May 20, 1998.

As a result of this agreement, the Florida Department of Insurance has adjourned
AIG's and Cendant's oppositions to each other's applications in public hearings
scheduled for this week and American Bankers has postponed its shareholders
meetings scheduled for March 25 and March 27, 1998.

Should these negotiations lead to execution of a merger agreement between
Cendant and American Bankers, all the parties have agreed that AIG will receive
a termination fee of $100 million from American Bankers, plus merger-related
expenses of $10 million to be received from Cendant.

Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. With a market capitalization in excess of $30 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 34,000 employees, operates in over 100 countries and
makes approximately 100 million customer contacts annually.


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

EX-99.(C)(1)

                             SETTLEMENT AGREEMENT

     SETTLEMENT AGREEMENT, dated as of March 18, 1998 (the "Agreement"), by
and among American Bankers Insurance Group, Inc., a Florida corporation
("ABIG"), American International Group, Inc., a Delaware corporation ("AIG")
and Cendant Corporation, a Delaware corporation ("Cendant").

     WHEREAS, ABIG, AIG and AIGF, Inc., a wholly owned subsidiary of AIG
("AIGF"), have entered into the Amended and Restated Agreement and Plan of
Merger, dated as of December 21, 1997, as amended and restated as of
January 7, 1998, as amended by Amendment No. 1 thereto dated as of January 28,
1998, and as amended and restated as of February 28, 1998 (the "Amended Merger
Agreement"), pursuant to which, inter alia, ABIG will be merged (the "Merger")
into AIGF and each share of Common Stock, par value $1.00 per share, of ABIG
("ABIG Common Shares") issued and outstanding immediately prior to the
effective time of the Merger will be converted into, and become exchangeable
for, a portion of a share of Common Stock, par value $2.50 per share, of AIG
or cash with a value of $58.00;

   WHEREAS, American Bankers and AIG have entered into the Stock Option 
Agreement, dated as of December 21, 1997, as amended and restated as of 
February 28, 1998 (the "Amended Stock Option Agreement"), pursuant to
which, inter alia, ABIG has granted to AIG an irrevocable option to purchase up
to 8,265,626 ABIG Common Shares at a cash purchase price equal to $47.00 per
share;

   WHEREAS, on January 27, 1998, AIG gave notice that it exercised its option 
to purchase all of the 8,265,626 ABIG Common Shares subject to the Amended Stock
Option Agreement, but as of the date of execution of this Agreement has not 
consummated the purchase of any of the ABIG Common Shares subject to the Amended
Stock Option Agreement;

     WHEREAS, Season Acquisition Corp., a New Jersey coporation and a wholly
owned subsidiary of Cendant ("Season"), commenced a tender offer on January
27, 1998, to purchase 23,501,260 outstanding ABIG Common Shares at a price of
$58.00 per ABIG Common Share;

     WHEREAS, Season revised its tender offer on March 16, 1998, to increase
the price to $67.00 per ABIG Common Share; and

     WHEREAS, ABIG, AIG and Cendant believe it is in their respective best
interests and in the best interests of their respective stockholders that the
uncertainty with respect to the possible acquisition of ABIG be resolved as
promptly as practicable.



     NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:

   1. Upon execution and delivery of this Settlement Agreement by each of the
parties hereto, AIG will temporarily waive, until 2:00 p.m. on March 23, 1998,
clause (iv) of Section 8.3(a) of the Amended Merger Agreement and clause (x) of
the second sentence of Section 8.3(a) of the Amended Merger Agreement, to permit
ABIG to terminate the Amended Merger Agreement pursuant to Section 8.3(a)
thereof at any time after the execution and delivery of this Agreement in order
to enter into a definitive acquisition agreement with Cendant, subject to AIG
receiving the payments required by Section 2 of this Agreement prior to the time
of such termination; it being understood and agreed that no such termination
shall be effective unless and until the payments required by Section 2 hereof
have been made. If ABIG does not effectively terminate the Amended Merger
Agreement by 2:00 p.m. on March 20, 1998, all the provisions of the Amended
Merger Agreement, including, without limitation, clause (iv) of Section 8.3(a)
of the Amended Merger Agreement and clause (x) of the second sentence of Section
8.3(a) of the Amended Merger Agreement, shall apply with full force and effect.

   2. Simultaneously with any termination of the Amended Merger Agreement as
contemplated by Section 1 hereof, (x) ABIG shall pay, by wire transfer of same
day funds to an account to be designated by AIG, (i) $81,500,000 required to be
paid to AIG pursuant to Section 8.5(b) of the Merger Agreement (the "Termination
Fee") and (ii) $18,500,000 in satisfaction of ABIG's obligation under Section
1(d) of the Amended Stock Option Agreement (the "Option Cancellation Fee") and
(y) upon ABIG and Cendant or any of its affiliates entering into an agreement
regarding a merger or other business combination, Cendant shall pay, by wire
transfer of same day funds to an account designated by AIG, $5,000,000. In
addition, immediately prior to the consummation of (A) the purchase by Cendant
of a majority of the then outstanding ABIG Common Shares or (B) a merger or
other business combination involving ABIG and Cendant or an affiliate of
Cendant, Cendant shall pay, by wire transfer of same day funds to an account
designated by AIG, an additional $5,000,000 to cover AIG's expenses. AIG agrees
that if AIG receives all of the payments referred to in clause (x) above, (x)
ABIG shall have no further obligation to AIG with respect to the payments
required by Section 8.5 of the Amended Merger Agreement and (y) the Amended
Stock Option Agreement shall be deemed to have been terminated and canceled and
AIG shall no be entitled to receive any other cash payments from ABIG or to
purchase any ABIG Common Shares pursuant thereto. ABIG hereby acknowledges and
agrees that execution of this Agreement by AIG shall be deemed to constitute the
request for payment required to be made by AIG pursuant to Section 1(d) of the
Amended Stock Option Agreement.

     3. Each of ABIG and Cendant agree that neither ABIG nor Cendant, nor any
of their respective officers, directors, employees, affiliates, agents or
other representatives or advisors, including, without limitation, legal,
investment banking and accounting advisors,



(all such persons, collectively "Representatives"), will (i) take any actions
or make any claims or encourage or facilitate the taking of any actions or the
making of any claims by others, challenging, or seeking to challenge, the
validity or enforceability of the fees or the other payments referred to in
Section 2 hereof or seeking to modify, reduce or otherwise deprive AIG of such
fees or payments to be paid to it pursuant to this Agreement, the Amended
Merger Agreement or the Amended Stock Option Agreement (any such actions or
claims being hereinafter referred to as "Fee Claims") or (ii) take any
positions or make any oral or written statements publicly or to or before any
governmental or regulatory authority, agency, commission, body, court or other
governmental entity or any other person that are inconsistent with their
respective obligations under this Section 3. ABIG and Cendant each agree that
it and its respective Representatives will cooperate in good faith with AIG in
defending against any Fee Claims.

   4. AIG agrees that upon payment of the Termination Fee, the Option
Cancellation Fee and the Expense Reimbursement, it will take all necessary
steps (i) to withdraw from any proceedings or hearings to be held by or before
any insurance regulatory authorities relating to Cendant's Form A applications
to obtain approval to acquire control of ABIG and (ii) to withdraw any Form A
applications that it has pending to obtain approval to acquire control of ABIG
(whether through consummation of the Merger or consummation of the purchase of
the ABIG Common Shares subject to the Amended Stock Option Agreement). AIG
further agrees that neither it nor any of its Representatives shall take,
directly or indirectly, any actions intended to frustrate or delay any
transaction that may be agreed between ABIG and Cendant pursuant to Section 1
hereof or to object to the acceptability of Cendant as a controlling person of
ABIG.

   5. Subject to and upon (i) termination of the Amended Merger Agreement as
contemplated by Section 1 hereof and (ii) ABIG entering into an agreement
regarding a merger or other business combination with Cendant or any of its
affiliates, each of the parties hereto absolutely, fully and forever releases
the other parties and their affiliates, their respective Representatives and
shareholders, and their respective successors and assigns (the "Released
Parties") from any and all claims relating to any proposed or actual acquisition
of ABIG by Cendant, Season, AIG or AIGF that any party hereto ever had, now has
or hereafter can, shall or may have against the Released Parties, from the
beginning of the world to the day of the date of this release, including,
without limitation, any claims asserted or that could have been asserted in
Cendant Corporation, et al. v. American Bankers Insurance Group, Inc., et al.,
pending in the United States District Court for the Southern District of
Florida, Case No. 98-0159; American International Group, Inc., et al. v. Cendant
Corporation, et al., pending in the United States District Court for the
Southern District of Florida, Case No. 98-0247; and Cendant Corporation v.
National Union Fire Insurance Co., et al., pending in the Superior Court of New
Jersey, Morris County, Civil Action No. L-438-98 (collectively the "Civil
Actions"), provided, however, that this Section 5 shall not include a release or
discharge from any claim to enforce the provisions of this Agreement. Promptly
upon termination of the Amended Merger Agreement, the parties will enter into
and cause to be filed in each of the



Civil Actions a Stipulation of Dismissal With Prejudice and Without Costs
of all claims pending in those actions, in the form attached as Exhibit I.

     6. Each of ABIG, AIG and Cendant hereby represents and warrants to each
of the other parties to this Agreement that (i) such party is a corporation
duly organized, validly existing and in good standing under the laws of its
state of organization and has the requisite corporate power and authority
to enter into and perform this Agreement, (ii) the execution and delivery of 
this Agreement by such party and the consummation by it of the transactions
contemplated hereby have been duly executed and delivered by a duly
authorized officer of such party and constitutes a valid and binding obligation
of such party; and (iii) the execution and delivery of this Agreement by
such party and the consummation by it of the transactions contemplated hereby
do not require the consent, waiver, approval or authorization of or any
filing with any governmental or regulatory authority, agency, commission,
body, court or other governmental entity or any other person and will not
violate, result in a breach of or the acceleration of any obligation under, or
constitute a default under, any provision of such party's charter or by-laws,
or any material indenture, mortgage, lien, lease, agreement, contract,
instrument, order, law, rule, regulation, ordinance, judgment, decree or
restriction by which such party or any of its subsidiaries or any of their
respective properties or assets is bound;

     7. This Agreement, together with the Amended Merger Agreement and
the Amended Stock Option and the other documents referred to therein,
contains the entire agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings, oral or written, with respect to such
transactions. This Agreement may not be changed, amended or modified orally,
but may be changed only by an agreement in writing signed by each of the
parties hereto. This Agreement, and all of the parties' respective rights and
obligations hereunder, shall survive indefinitely and shall not be affected, 
altered, abridged or terminated by virtue of the termination or amendment
of the Amended Merger Agreement or the Amended Stock Option Agreement.

     8. AIG agrees that, for a period of 90 days following the earlier of the
consummation of (A) the purchase by Cendant of a majority of the then
outstanding ABIG Common Shares or (B) a merger or other business combination
involving ABIG and Cendant or an affiliate of Cendant, AIG and its subsidiaries
will not hire any employees of ABIG or any of its subsidiaries as employees of
AIG or any of its subsidiaries. AIG further agrees that, for a period of one
year following the earlier of the consummation of (A) the purchase by Cendant of
a majority of the then outstanding ABIG Common Shares or (B) a merger or other
business combination involving ABIG and Cendant or an affiliate of Cendant, AIG
and its subsidiaries will not solicit any employee of ABIG or any of its
subsidiaries for employment by AIG or any of its subsidiaries; provided,
however, that AIG and its subsidiaries may engage in general solicitations of
employment not specifically directed to employees of ABIG or any of its
subsidiaries. The restrictions contained in the first two



sentences of this paragraph shall not apply to (i) employees of ABIG or any of
its subsidiaries other than officers and other executive or managerial employees
or (ii) employees of ABIG or any of its subsidiaries who become former employees
and whose employment has been terminated for at least 30 days.

     9. This Agreement may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document, provided that this
Agreement shall not become effective until executed by all of the parties
hereto.

     10. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware (regardless of the laws that might otherwise
govern under applicable Delaware principles of conflicts of law).

     EACH PARTY HERETO AGREES THAT, IN CONNECTION WITH ANY LEGAL SUIT OR
PROCEEDING ARISING WITH RESPECT TO THIS AGREEMENT, IT SHALL SUBMIT TO THE
JURISDICTION OF THE CHANCERY COURT OF DELAWARE AND AGREES TO VENUE IN SUCH 
COURT. EACH PARTY HEREBY APPOINTS THE SECRETARY OF SUCH PARTY AS ITS AGENT 
FOR SERVICE OF PROCESS FOR PURPOSES OF THE FOREGOING SENTENCE ONLY.

        11. Each party hereto will consult with the other parties hereto
before issuing any press release or making any other public statement
with respect to the transactions contemplated by this Agreement; and no
party shall issue any such press release or make any such statement prior
to such consultation except as may be required by law or the applicable rules
and regulations of the New York Stock Exchange.

     12. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be 
affected, impaired or invalidated.

        13. The parties hereto agree that any breach of the provisions of this
Agreement would irreparably injure the other parties hereto and that money
damages would be an inadequate remedy therefore. Accordingly, each party
hereto shall be entitled to one or more injunctions enjoining any such
breach and requiring specific performance of this Agreement and consent
to the entry thereof, in addition to any other remedy to which that party
is entitled at law or in equity.




     14. This agreement is for settlement purposes only and will not be
used by the parties in any litigation, other than litigation arising out
of this Agreement.

                            AMERICAN BANKERS INSURANCE GROUP, INC.


                            By: /s/ Gerald N. Gaston
                               -------------------------------------
                                Name:  Gerald N. Gaston
                                Title: Vice Chairman, President and 
                                       Chief Executive Officer


                            AMERICAN INTERNATIONAL GROUP, INC.


                            By: /s/ Howard I. Smith
                               -------------------------------------
                                Name:  Howard I. Smith
                                Title: Executive Vice President


                            CENDANT CORPORATION


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