AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998 
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                           SCHEDULE 14A INFORMATION 
                  PROXY STATEMENT PURSUANT TO SECTION 14(A) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant  [ ] 

Filed by a Party other than the Registrant  [X] 

Check the appropriate box: 
 [ ] Preliminary Proxy Statement 
 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 
     14a-6(e)(2)) 
 [ ] Definitive Proxy Statement 
 [X] Definitive Additional Materials 
 [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 

                     AMERICAN BANKERS INSURANCE GROUP, INC.
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                (Name of Registrant as Specified in Its Charter)

                              CENDANT CORPORATION
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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box): 

 [X] No fee required. 

 [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 

     (1) Title of each class of securities to which transaction applies: 

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     (3) Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which 
         the filing fee is calculated and state how it was determined): 

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     (4) Proposed maximum aggregate value of transactions: 
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     (5) Total fee paid. 

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 [ ] Fee paid previously with preliminary materials. 

 [ ] Check box if any part of the fee is offset as provided by Exchange Act 
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
     paid previously. Identify the previous filing by registration statement 
     number, or the Form or Schedule and the date of its filing. 

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     (2) Form, Schedule or Registration Statement No.: 

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     (4) Date Filed: 

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  On February 5, 1998, AIG and AIG Sub filed a complaint in the United
States District Court for the Southern District of Florida, Miami Division
(the "AIG Complaint") against Cendant and Cendant Sub alleging that Cendant
and Cendant Sub purportedly made false and misleading statements or omissions
in Cendant and Cendant Sub's: (i) pre-tender offer conference call with
analysts, (ii) Schedule 14D-1 and (iii) preliminary proxy statement. The
allegedly false and misleading statements relate generally to Cendant's
statements that the two competing acquisition proposals are on equal regulatory
footing; certain statements regarding Cendant's expected cost savings that
could be realized if it were to acquire the American Bankers; Cendant's
allegedly false statement that the Offer is not conditioned upon financing; and
Cendant's alleged failure to disclose a possible business downturn. The AIG
Complaint alleges violations of Sections 14(a) and 14(e) of the Exchange Act.
In addition, the AIG Complaint alleges that Cendant and Cendant Sub purportedly
violated Section 14(a) of the Exchange Act based upon a violation of Section 5
of the Securities Act, AIG and AIG Sub ask the Court to enter judgement: (i)
declaring that Cendant and Cendant Sub have violated Sections 14(a) and 14(e)
of the Exchange Act, (ii) requiring Cendant and Cendant Sub to make corrective
disclosures, (iii) enjoining Cendant and Cendant Sub from further violating
Sections 14(a) and 14(e) of the Exchange Act, (iv) declaring that Cendant and
Cendant Sub have violated Section 14(a) of the Exchange Act by violating
Section 5 of the 1933 Act, and (v) enjoining Cendant and Cendant Sub from
making any statements regarding the Proposed AIG Merger, the Offer, or the
Proposed Cendant Merger until a registration statement has been filed and a
prospectus has been delivered to the American Banker's shareholders. Cendant
and Cendant Sub believe that the AIG Complaint is meritless, and intend to
vigorously oppose AIG and AIG Sub's claims.

   On February 13, 1998, Cendant and Cendant Sub moved to dismiss (the "Cendant
Motion to Dismiss") the AIG Complaint filed against them on February 5, 1998
by AIG and AIG Sub ("Plaintiffs") in the United States District Court for the
Southern District of Florida. The Cendant Motion to Dismiss is based on several
arguments, including that: the AIG Complaint should be dismissed because the
claims should have been filed as compulsory counterclaims in the action filed
on January 27, 1998 by Cendant and Cendant Sub against American Bankers, 
substantially all of the directors of the American Bankers, AIG and AIG Sub; 
Plaintiffs' claims concerning Cendant's and Cendant Sub's ability to obtain 
regulatory approval are moot because Cendant and Cendant Sub have attached 
Plaintiffs' complaint as an exhibit to their Schedule 14D-1 thereby disclosing 
the existence of AIG's views regarding regulatory approval; Plaintiffs' 
complaint fails to state a claim or plead fraud with particularity because the 
alleged false statements or omissions were not misleading, and, moreover, all 
required disclosures were made; and Plaintiffs' claim that Cendant and Cendant 
Sub violated Section 5 of the Securities Act of 1933 should be dismissed 
because Plaintiffs lack standing to assert a claim based on Section 5. Cendant 
and Cendant Sub believe that Plaintiffs' complaint is meritless, and will 
continue to vigorously oppose Plaintiffs' claims.

   On February 13, 1998, in connection with Cendant's and Cendant Sub's
application for approval of the acquisition of a controlling interest in
American Bankers Insurance Company of Florida, American Bankers Life 
Assurance Company of Florida and Voyager Service Warranties, Inc. (the
"Florida Domestic Insurers"), each a subsidiary of the American Bankers (the 
"Cendant Florida Form A Proceedings") and in connection with the application 
of AIG and AIG Sub for approval of their proposed acquisition of a controlling
interest in the Florida Domestic Insurers (the "AIG Florida Form A 
Proceedings"), Cendant and Cendant Sub filed with the Florida Department of 
Insurance (the "Florida Department") reply memoranda in further support of 
(i) Cendant's and Cendant Sub's motion to consolidate the Cendant Florida Form 
A Proceedings with the AIG Florida Form A Proceedings (the "Florida 
Consolidation Motion") and (ii) Cendant's and Cendant Sub's petition to 
intervene in the AIG Florida Form A Proceedings, for an order of the Florida 
Department consolidating the AIG Florida Form A Proceedings with the Cendant 
Florida Form A Proceedings, and for a hearing in the AIG Florida Form A 
Proceedings (the "Florida Intervention, Consolidation and Hearing Petition"). 
In these filings, Cendant and Cendant Sub asserted that AIG's and AIG Sub's 
opposition to the Florida Consolidation Motion and the Florida Intervention, 
Florida Consolidation and Hearing Petition was without legal or factual basis,
and that the Florida Consolidation Motion and the Florida Intervention, 
Consolidation and Hearing Petition were filed in conformity with, and seek 
relief available under, all applicable procedural rules. Cendant and Cendant 
Sub further asserted that they should be permitted to intervene in the AIG 
Florida Form A Proceedings because their substantial interests as a shareholder
(in the case of Cendant) and competing acquiror of American Bankers will be 
affected by the AIG Florida Form A Proceedings. Cendant and Cendant Sub also 
asserted that the AIG Florida Form A Proceedings raise substantial issues 
regarding whether AIG's proposed acquisition of a controlling interest in the 
Florida Domestic Insurers should be approved by the Florida Department, that 
these issues should receive a thorough and complete review by the Florida 
Department, that Cendant and Cendant Sub have a right to be heard on these 
issues through participation in the AIG Florida Form A Proceedings and that 
the Florida Department would be in error if it did not consolidate the Cendant 
Florida Form A Proceedings and the AIG Florida Form A Proceedings and hear and 
decide the two proceedings simultaneously. Cendant and Cendant Sub also 
asserted that the Florida Department should defer any hearing until after the 
results of the vote of the American Bankers' shareholders on the Proposed 
AIG Merger.

   On February 13, 1998, in connection with Cendant's and Cendant Sub's 
application for approval of the acquisition of a controlling interest in 
Voyager Property and Casualty Insurance American Bankers (the "South Carolina 
Domestic Insurer"), a subsidiary of the American Bankers (the "Cendant South 
Carolina Form A Proceedings") and in connection with the application of AIG and
AIGF for approval of their proposed acquisition of a controlling interest in the
South Carolina Domestic Insurer (the "AIG South Carolina Form A Proceedings"), 
Cendant and Cendant Sub filed with the South Carolina Department of Insurance 
(the "South Carolina Department") a petition and memorandum in support of 
Cendant's and Cendant Sub's petition seeking: (1) to allow Cendant and Cendant
Sub to intervene in the AIG South Carolina Form A Proceedings; and (2) to 
consolidate the Cendant South Carolina Form A Proceedings with the AIG South 
Carolina Form A Proceedings (the "South Carolina Petition"). In these 
filings, Cendant and Cendant Sub asserted that they should be permitted to 
intervene in the AIG South Carolina Form A Proceedings because their 
substantial interests as a shareholder (in the case of Cendant) and competing 
acquiror of the American Bankers will be affected by the AIG South Carolina Form
A Proceedings. Cendant and Cendant Sub also asserted that the AIG South Carolina
Form A Proceedings raise substantial issues regarding whether AIG's proposed 
acquisition of a controlling interest in the South Carolina Domestic Insurers 
should be approved by the South Carolina Department, that these issues should 
receive a thorough and complete review by the South Carolina Department, that 
Cendant and Cendant Sub have a right to be heard on these issues through 
participation in the AIG South Carolina Form A Proceedings, and that the 
South Carolina Department should therefore consolidate the Cendant South 
Carolina Form A Proceedings with the AIG South Carolina Form A Proceedings 
and hear and decide the two proceedings simultaneously.