SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 36) 
             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. 36 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") upon the terms and subject to the 
conditions set forth in the Offer to Purchase, dated January 27, 1998 (the 
"Offer to Purchase"), the Supplement thereto, dated March 16, 1998 (the 
"First Supplement"), the Second Supplement thereto, dated March 24, 1998 (the 
"Second Supplement"), and the revised Letters of Transmittal (which, together 
with any amendments or supplements thereto, constitute the "Offer"). Unless 
otherwise defined herein, all capitalized terms used herein shall have the 
respective meanings given such terms in the Offer to Purchase, the First 
Supplement or the Schedule 14D-1. 

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 

Item 11 is hereby amended as follows:

   (g)(31)   Text of Press Release issued by Parent on April 15, 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: April 16, 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 
   NUMBER 
- ----------- 

   (g)(31)   Text of Press Release issued by Parent on April 15, 1998.














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EX-99.(G)(31)

                                                          FOR IMMEDIATE RELEASE

                    CENDANT CORPORATION TO RESTATE EARNINGS

Stamford, CT and Parsippany, NJ, April 15, 1998 -- Cendant Corporation
(NYSE:CD) today reported that, in the course of transferring responsibility for
the Company's accounting functions from former CUC International, Inc.
personnel to former HFS Incorporated accounting personnel and preparing for the
reporting of first quarter 1998 results, it has discovered potential accounting
irregularities in certain former CUC business units which are part of Cendant's
Alliance Marketing Division (formerly the Membership segment). Accordingly,
Cendant said it expects to restate annual and quarterly net income and earnings
per share for 1997 and may restate certain other previous periods related to
the former CUC businesses.

Based on presently available information, the effect on 1997 results is
expected to be a reduction to net income prior to restructuring and unusual
charges of approximately $100 to $115 million and earnings per share by about
11 to 13 cents, respectively. In 1997, the Company had previously reported net
income prior to restructuring and unusual charges of $872 million and earnings
per share of $1.00.
 
Cendant said that the potential accounting irregularities are limited to
certain former CUC businesses, which accounted for less than one third of
Cendant's net income in 1997. It said all its current businesses continue to
perform strongly and that its anticipated percentage growth of earnings per
share in 1998 over restated 1997 appeared achievable. Cendant expects to meet
or exceed the currently forecasted Wall Street consensus estimate of 25 cents
per share for the first quarter of 1998. However, since 1997 earnings per share
will be reduced by about 11 to 13 cents, the Company anticipates that 1998
full-year earnings expectations will be reduced from current levels by
approximately the same amount.

Henry R. Silverman, President and CEO, said: "Cendant remains a strong and
highly liquid company. Our businesses are very healthy and growing, but we're
growing off a



lower base than we had been previously led to believe by certain members of the
former CUC management."

The Company also stated it remains committed to completion of the previously
announced American Bankers, National Parking Corporation and Providian Insurance
transactions.

The Company said that upon discovering the potential accounting irregularities,
it, together with its counsel, Skadden, Arps, Slate, Meagher & Flom LLP,
assisted by auditors, immediately began an intensive investigation. As a
result of the discovery and information developed to date, Cendant has taken a
number of actions:

o    It has informed the appropriate regulatory authorities;

o    The Audit Committee of the Board of Directors has engaged Willkie Farr &
     Gallagher as special legal counsel, and Willkie Farr has engaged Arthur
     Andersen LLP to perform an independent investigation;

o    The Company has assigned all accounting, finance, financial reporting,
     budget, systems and control functions to the former HFS finance staff; and

o    The Company has asked counsel to explore litigation against certain
     officers of the former CUC as well as other potential defendants.

In addition, the Company will take appropriate action, including immediate
terminations, with respect to those individuals whom the investigation
establishes have had any involvement in or knowledge of the potential
accounting irregularities. The Company expects that the investigation its Audit
Committee has commenced will establish the identity of such individuals.


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Silverman said: "We're outraged by the actions of a small number of former CUC
employees who betrayed the trust that was placed in them by the Company and our
fellow shareholders. We are taking the appropriate steps to address those
actions. The Company will continue to pursue aggressively the independent and
internal investigations that are underway and will take whatever further
actions are necessary based on the results of that comprehensive inquiry."

The Company said it would not comment further on this matter until the ongoing
investigation has been completed and the results presented to its Audit
Committee and Board of Directors.

In accordance with SAS No. 1, the Company's previously issued financial
statements and auditors' reports should not be relied upon. Revised financial
statements and auditors' reports will be issued upon completion of the
investigations.

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. Cendant operates in three principal segments: Alliance Marketing,
Travel and Real Estate Services. In Alliance Marketing, 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.


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Certain matters discussed in the news release are forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to a number of known and unknown risks
and uncertainties including, but not limited to, the outcome of the Audit
Committee's investigation; uncertainty as to the Company's future
profitability; the Company's ability to develop and implement operational and
financial systems to manage rapidly growing operations; competition in the
Company's existing and potential future lines of business; the Company's 
ability to integrate and operate successfully acquired businesses and the risks
associated with such businesses; the Company's ability to obtain financing on
acceptable terms to finance the Company's growth strategy and for the Company
to operate within the limitations imposed by financing arrangements;
uncertainty as to the future profitability of acquired businesses; and other
factors. Other factors and assumptions not identified above were also involved
in the derivation of these forward-looking statements, and the failure of such
other assumptions to be realized as well as other factors may also cause actual
results to differ materially from those projected. The Company assumes no
obligation to update these forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors affecting such
forward-looking statements.


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

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