SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 47) 
             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. 47 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)(37)   Text of Press Release issued by Parent on July 14, 1998.

   (g)(38)   Text of Press Release issued by Parent on July 14, 1998.

   (a)(52)   Text of Press Release issued by Parent on July 15, 1998.

                                      1


                                 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: July 15, 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)(37)   Text of Press Release issued by Parent on July 14, 1998.

   (g)(38)   Text of Press Release issued by Parent on July 14, 1998.

   (a)(52)   Text of Press Release issued by Parent on July 15, 1998.




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EX-99.(G)(37)

                                                       FOR IMMEDIATE RELEASE

              CENDANT REVISES ESTIMATE OF ACCOUNTING IRREGULARITIES

Now Expects Restatement to Lower 1997 Net Income Before One-time Charges by
                         22 to 28 Cents per Share

                 Restatements of 1996 and 1995 Results Expected

Restatement Also to Correct Accounting Errors Not Associated with Irregularities

  Reduced One-time Charges to Offset Impact of Irregularities: Impact on 1997 
      Net Income After One-time Charges Could Range Between No Impact
                 to a Reduction of Six Cents Per Share

    Outlook for 1998 Earnings Revised Downward by Five to Six Cents Per Share

Parsippany, NJ and Stamford, CT, July 14, 1998 - Cendant Corporation (NYSE: CD)
announced today it believes that accounting irregularities at the former CUC
International ("CUC") were greater than those initially discovered by Cendant
management in April of this year. "We have now received evidence that for at
least the last three years the financial results of the former CUC reflected a
continuing program of false entries which misrepresented the financial 
performance and condition of that company," said Michael P. Monaco, Vice
Chairman and Chief Financial Officer of Cendant.

"These accounting practices were widespread and systemic and affected the 
accounting records of all the major business units of CUC," he continued.
"Information recently reported to us by independent investigators from
Arthur Andersen, confirmed by work done by Deloitte & Touche, led us to
increase our estimate of these accounting irregularities, which the Company
and its auditors define as accounting errors made with an intent to deceive.

"Our previous estimate of the irregularities, developed in April, relied
heavily on the mid-level CUC managers who helped us discover this problem,"
said Monaco. "The newly discovered irregularities involve practices that were
uncovered by the subsequent investigation."

In addition, Cendant's investigation now confirms that accounting irregularities
existed in CUC's financial statements in years prior to 1997 and that in 
addition to 1997, 1996 and 1995 results will be restated to correct 
irregularities.

"Cendant's probe of CUC's financial records, while not finished, is 
substantially complete," Monaco continued. "Arthur Andersen is expected to
provide a report to our Audit Committee in two weeks, and Cendant expects to
issue full restated and audited historical financial statements in early
August." Deloitte & Touche acts as principal independent accountants to
Cendant and has replaced Ernst & Young as the auditor of these historical
statements.

Arthur Andersen's forensic audit was commissioned by Willkie Farr & Gallagher
as part of its overall investigation of the accounting irregularities on
behalf of the Audit Committee of the Cendant Board. The Audit Committee's
report of that investigation should be complete in August.

Cendant also continues to cooperate with the Securities and Exchange Commission
and the United States Attorney's office in Newark in their investigations of
these matters.

                                       1




"The combined efforts of Cendant, Arthur Andersen and Deloitte & Touche have
delivered a level of accounting scrutiny several orders of magnitude greater
than that afforded by a normal audit process," said Monaco. "We are of course
outraged by these most recent findings. However, the length, breadth and depth
of the investigation ordered by our Board and management have now proven its
worth by uncovering additional systemic irregularities beyond those initially
discovered and immediately disclosed by Cendant management. We believe our
thoroughness will benefit our shareholders and help restore confidence in our
Company's prospects and financial results. Cendant continues to be a premier
franchise in the services industry whose earnings should approach one billion
dollars in 1998."

Accounting Irregularities

Cendant now believes its restatement will lower 1997 net income before merger-
related and one-time charges by 22 to 28 cents per share. On April 15, Cendant
made a preliminary estimate, pending completion of its investigation, that the
impact would be between 11 and 13 cents per share. Prior to any restatement,
Cendant reported 1997 earnings per share before one-time charges of $1.00.
Between 16 and 19 cents of the 22 to 28 cent 1997 impact of restatement will
result from the correction of accounting irregularities. Some of the most
significant irregularities now confirmed include:

o Irregular charges against merger reserves. Operating results at the former
  CUC business units were artificially boosted by recording fictitious
  revenues through inappropriately reversing restructuring charge liabilities
  to revenues. Many other irregularities were also generated by inappropriate
  use of these reserves.

o False coding of services sold to customers. Significant revenues from members
  purchasing long-term benefits were intentionally misclassified in accounting
  records as revenue from shorter-term products. The falsely recorded revenues
  generated higher levels of immediately recognized revenues and profits for
  CUC.

o Delayed recognition of cancellation of memberships and "charge-backs" (a
  charge-back is a rejection by a credit card-issuing bank of a charge to a
  member's credit card account). In addition to overstating revenues, these
  delayed charges caused CUC's cash and working capital accounts to be
  overstated.

o Quarterly recording of fictitious revenues. Large amounts of accounts 
  receivable entries made in the first three quarters of 1997 were fabricated,
  had no associated clients or customers and no associated sale of services.
  This practice also occurred in 1996 and 1995.

Cendant expects to provide detailed information regarding all material CUC
irregular accounting practices when it releases its restated and re-audit
financial statements for the 1995-1997 period.

Accounting Errors

Cendant, working with Deloitte & Touche, has also discovered accounting errors
in CUC's financial records that are not classified as accounting irregularities.
Approximately six to nine cents per share of the total estimated restatement
of 1997 earnings will result from the elimination of these errors. These
accounting errors include inappropriate useful lives for certain intangible 
assets, delayed recognition of insurance claims, and use of accounting policies
that do not conform to generally accepted accounting principles.

                                       2



Cendant will revise the revenue recognition policies at the former CUC's
Entertainment Publications subsidiary ("EPUB") to record revenue upon the sale
of its coupon books. Past practice was to defer and spread revenue over
subsequent quarters. The impact of these changes will substantially shift
revenue and earnings from the first and second quarters to the third and
fourth quarters. While the full year 1998 will not be affected by this 
accounting change, it will cause the Company to lower recognized earnings
for EPUB by approximately two cents per share in the first quarter of 1998
and one cent in the second quarter of 1998. The third and fourth quarters of
1998 are anticipated to benefit by an approximately similar aggregate amount.

Cendant will also correct accounting practices associated with the recognition
of revenue, expenses and earnings for its Privacy Guard and certain other 
individual membership businesses. CUC recognized revenue and earnings from
these memberships at the time of sale. In the future, Cendant will amortize
revenues, expenses and earnings over the twelve-month period after a member is
charged his or her full membership fee.

Finally, the Company will now accrue revenues and earnings associated with
individual memberships only after the Company bills a full membership fee
payment to its customer. The previous practice called for accruals to begin
at the time of sale, even if the sale was for a one-dollar three-month trial 
period.

Reversal of Merger Charges

In addition, the Company anticipates that it will reverse a material portion
(currently estimated at $200 million after-tax) of the one-time merger and
unusual expense charge taken by CUC at the time of the merger that formed
Cendant at the end of 1997. Cendant also expects to reverse a portion of the
merger charges recognized by CUC International upon the acquisitions of Ideon
Group, Inc., Davidson & Associates, Inc. and Sierra On-Line, Inc. in 1996.
Cendant will reverse portions of these reserves because many of the initiatives
(and the associated costs) identified and reserved for have not materialized
and the reserve amounts originally established cannot be substantiated.

The total impact of the restatement on Cendant's net income after one-time 
charges and its shareholders' equity will be relatively immaterial after 
reversal of these merger charges. 1997 net income after one-time charges 
could range between from no impact to a reduction of six cents. Cendant's
shareholder's equity at approximately $4.5 billion should be relatively
unaffected by the 1997 restatement.

Revision of 1998 Outlook

Cendant now expects 1998 earnings per share from continuing operations will be
five to six cents lower than previously expected. The individual membership
business will contribute the majority of this reduction. Monaco explained
that "in the course of our in-depth review of these businesses, we have revised
and refined our historical database of cancellation and charge-back experience.
In this business, revenues and earnings from membership assets are accrued 
using accounting grids that calculate our financial benefit over time while
incorporating appropriate inputs for cancellations and other sources of
attrition. Refinements in these assumptions in connection with the investigation
changed our forecast for 1998."

                                       3



Also contributing are lower earnings expectations at Cendant's EPUB unit. This
change in expectations is unrelated to changes in the quarterly timing of
earnings recognition at this unit. Correction of other accounting irregularities
and errors at EPUB will lower 1997 results of this business. New forecasts
incorporating the lower 1997 base level of revenues have lowered management's
expectations for 1998. On April 15, Cendant management had not detected
material accounting irregularities or errors in EPUB's historical financial
results.

Cendant expects the balance of the lower expectations to arise from lower
earnings at its consumer software unit that will cause second quarter 1998
earnings to be one cent per share less that it had earlier expected. The
revision in expectation is based on the performance of this unit in the
recently completed second quarter.

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.

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. Headquartered in Stamford, CT and Parsippany,
NJ, the company has more than 40,000 employees, operates in over 100 countries
and makes approximately 100 million customer contacts annually.


  Media Contacts:
  Elliot Bloom               Jim Fingeroth/Thomas Davies
  (973) 496-8414             Kekst and Company
                             (212) 521-4800

  Investor Contact:
  David M. Johnson
  (973) 496-7909

EX-99.(G)(38)

                                                          FOR IMMEDIATE RELEASE

              CENDANT PROVIDES ADDITIONAL INFORMATION RELATING TO
                        RESTATEMENTS FOR 1996 AND 1995

Parsippany, NJ and Stamford, CT, July 14, 1998--Cendant Corporation (NYSE:CD)
today supplied supplemental information in connection with its announcement
earlier today regarding the investigation of accounting irregularities and
accounting errors at the former CUC International.

Cendant said that 1996 and 1995 will be impacted by many of the same items that
affected 1997. These items include the improper use of merger reserves,
improper revenue recognition and delayed recognition of membership
cancellations. In addition, Cendant said, CUC also overstated its quarterly
results by recording fictitious revenues.

The amounts that are expected to be restated from accounting irregularities
are, on a pre-tax basis, approximately $150 million for 1996 and $100 million
for 1995. The Company noted there may also be accounting errors found in 1996
and 1995, but that information is not yet available.

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.

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. Headquartered in Stamford, CT and Parsippany,
NJ, the company has more than 40,000 employees, operates in over 100 countries
and makes approximately 100 million customer contacts annually.


Media Contacts:
Elliot Bloom                       Jim Fingeroth/Thomas Davies
(973) 496-8414                     Kekst and Company
                                   (212) 521-4800

Investor Contact:
David M. Johnson
(973) 496-7909

EX-99.(A)(52)

                CENDANT REAFFIRMS INTENTION TO COMPLETE ABI TRANSACTION


PARSIPPANY, NJ, and STAMFORD, CT, July 15, 1998 -- Cendant Corporation (NYSE:CD)
today reaffirmed its intention to complete the acquisition of American Bankers
Insurance Group, Inc. (NYSE:ABI). Cendant expects the transaction to close 
during the fourth quarter, following conclusion of the regulatory process.

Henry R. Silverman, President and Chief Executive Officer of Cendant, 
reiterated his confidence in the validity of the strategic rationale for the 
acquisition, especially the anticipated synergies in cross-marketing Cendant's
products and services with ABI.

In March, Cendant and ABI reached an agreement under which Cendant would acquire
ABI for cash and stock valued at $67 per ABI share, for an aggregate 
consideration of approximately $3.1 billion. Under the agreement, Cendant 
would acquire 51% of ABI through a cash tender offer, followed by a merger in
which Cendant would deliver Cendant shares with a value of $67 for each 
remaining share of ABI common stock outstanding.

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. Headquartered in Stamford, CT and Parsippany,
NJ, the company has more than 40,000 employees, operates in over 100 countries
and makes approximately 100 million customer contacts annually.

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.


Media Contacts:
Elliot Bloom                     Jim Fingeroth/Thomas Davies
(973) 496-8414                   Kekst and Company
                                 (212) 521-4800

Investor Contact:
David Johnson
(973) 496-7909