SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 53) 
             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. 53 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:

   (a)(54)   Text of Press Release issued by Parent on August 31, 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: August 31, 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 
   ------

   (a)(54)   Text of Press Release issued by Parent on August 31, 1998.












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EX-99.(A)(--)

                   CENDANT EXTENDS $67 PER SHARE TENDER OFFER
            FOR AMERICAN BANKERS INSURANCE GROUP TO OCTOBER 1, 1998


Parsippany, NJ, August 31, 1998 -- Cendant Corporation (NYSE: CD) announced
today it has extended its cash tender offer to purchase approximately 23.5
million common shares of American Bankers Insurance Group, Inc. (NYSE: ABI) at
a price of $67 per share. The offer, which commenced on January 28, 1998, and
was scheduled to expire at 5:00 p.m., New York City time, on Tuesday, September
1, 1998, has been extended through 5:00 p.m., New York City time, Thursday,
October 1, unless further extended.

As of 5:00 p.m. New York City time on August 31, 1998, 27,356,823 shares of
American Banker's stock had been tendered to Cendant under the terms of the
tender offer, including 4,121,628 shares tendered pursuant to notices of
guaranteed delivery.

The Information Agent for the Cendant offer is Innisfree M&A Incorporated. The
Dealer Managers are Lehman Brothers and Merrill & Co.

Cendant (NYSE: CD) is the world's premier of consumer and business services.
The Company operates in three principal segments: Travel Services, Real Estate
Services and Alliance Marketing. In Travel Services, Cendant is the leading
franchisor of hotels and rental car agencies worldwide; the largest provider of
vacation exchange services; a leading fleet management company, the UK's
largest private car park operator, and a leading motorist assistance group in
the UK. In Real Estate Services, Cendant is the world's largest franchisor of
residential real estate brokerage offices, a major provider of mortgage
services to consumers and a global leader in corporate employee relocation. In
Alliance Marketing, Cendant provides access to insurance, travel, shopping, 
auto, and other services, primarily through direct marketing to customers of 
its affinity partners. Headquartered in Parsippany, NJ, the company has more
than 40,000 employees and operates in over 100 countries.

Media Contact:                        
Elliot Bloom                          Jim Fingeroth/Victoria Weld
Vice President                        Kekst and Company
Public Relations                      (212) 521-4800
(973) 496-8414
                                      or
     
                                      Investor Contact
                                      Denise Gillen
                                      (973) 496-7303