SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 17)
              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. 17 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 10. ADDITIONAL INFORMATION. 

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

   Parent submitted a letter to the state insurance commissioner of Georgia on
February 24, 1998, in connection with Parent's contention that, pursuant to
certain contracts and agreements entered into between AIG and the Company and
certain members of its management, AIG and those persons controlling AIG are
currently in control over the Company without having obtained prior insurance
regulatory approval in violation of the applicable insurance statutes. Copies
of the letter are included as an exhibit hereto and incorporated herein by
reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 

   Item 11 is hereby amended as follows: 

   (g)(26) Letter dated February 24, 1998 from Parent to the state insurance
           commissioner of Georgia.

                                       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: February 25, 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. 
  -----------

   (g)(26) Letter dated February 24, 1998 from Parent to the state insurance
           commissioner of Georgia.

                                       4

EX-99.(G)(26)

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                        A LIMITED LIABILITY PARTNERSHIP

                               NATIONSBANK PLAZA
                    600 PEACHTREE STREET, N.E. - SUITE 5200
                          ATLANTA, GEORGIA 30308-2216
                            TELEPHONE: 404-885-3000
                            FACSIMILE: 404-885-3995

Martin M. Wilson                                                   404-885-3338
                               February 24, 1998

Honorable John W. Oxendine
Insurance and Fire Safety Insurance Commissioner
7th Floor - West Tower
2 Martin Luther King Jr., Drive
Atlanta, Georgia  30334
          
     RE:  Application of American International Group, Inc. to Acquire Control
          of American Bankers Insurance Group, Inc.

Dear Commissioner Oxendine:

     I am writing on behalf of Cendant Corporation and Season Acquisition
Corporation (collectively, "Cendant") to bring to your attention certain
contracts entered into and related agreements put in place between American
International Group, Inc. ("AIG") and American Bankers Insurance Group, Inc.
("American Bankers") which provide AIG and the persons controlling AIG with
"control" over American Bankers within the meaning of O.C.G.A. Section 33-13-1
without the requisite prior approval of your Department.

     O.C.G.A. Section 33-13-1 defines "control" as "the direct or indirect
possession of the power to direct or cause the direction of the management and
policies of a person whether through the ownership of voting securities, by
contract...or otherwise..." (emphasis added)

     Several features of the proposed AIG transaction, which are virtually
unprecedented, provide AIG with the power to direct the management and policies
of American Bankers on an ongoing basis for at least six months and provide
"control" over a transaction that the Supreme Court of the United States has
described as one of the most important matters in the existence of a company.
See Basic Inc. v. Levison, 485 U.S. 485 U.S. 224 (1988). These control
provisions include the following:

          (a) the absolute control by AIG over American Bankers' ability to
     pursue or consider any competing transaction proposals as reflected in the
     "Fiduciary Sabbatical



      TROUTMAN SANDERS LLP
        ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

Honorable John W. Oxendine
February 24, 1998
Page 2


     Provision" which precludes American Bankers' Board of Directors (the
     "American Bankers Board") from pursuing or even considering any
     transaction which might compete with the proposed AIG transaction unless
     AIG agrees (with no "fiduciary out" feature for 120 days) (see Section 6.2
     of the AIG/American Bankers Merger Agreement);

          (b) the absolute veto power of AIG over any amendment of American
     Bankers' "poison pill" Rights Agreement which could facilitate any
     competing offer to acquire American Bankers (once again with no fiduciary
     out reserved to the American Bankers Board) and the delegation to AIG of
     determinations with respect to terminating or redeeming the outstanding
     Rights, extending the term of the Rights Agreement (which is scheduled to
     expire on March 10, 1998) and adopting a new Rights Agreement(1) (see
     Sections 5.1(q)(ii), 6.2 and 6.15(a) of the AIG/American Bankers Merger
     Agreement);

          (c) the control ceded to AIG over one of American Bankers'
     fundamental corporate process - - meetings of shareholders - - as
     evidenced by American Bankers' agreement to convene a meeting of its
     shareholders to consider the proposed AIG transaction regardless of
     whether the American Bankers Board continues to support the proposed AIG
     transaction (see Section 6.4 of the AIG/American Bankers Merger
     Agreement);

          (d) the abandonment by the American Bankers Board of its ability to
     determine and recommend to the best course of action for American Bankers'
     shareholders as evidenced by American Bankers' agreement not to recommend
     a competing acquisition proposal to American Bankers' shareholders (with
     no fiduciary out feature for 120 days) and its agreement not to withdraw
     or modify its recommendation of the proposed AIG transaction, subject to
     fiduciary obligations under applicable law (see Sections 6.2 and 6.4 of
     the AIG/American Bankers Merger Agreement);

- --------------
(1) On February 20, 1998, American Bankers announced that it had entered into a
new Rights Agreement to replace the existing Rights Agreement on March 10,
1998.



      TROUTMAN SANDERS LLP
        ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

Honorable John W. Oxendine
February 24, 1998
Page 3


          (e) American Bankers' agreement to solicit shareholder approval of
     the proposed AIG transaction and its agreement to use "all best
     efforts...to consummate and make effective the [proposed AIG/American
     Bankers] Merger..." (see Sections 6.4 and 6.5(b) of the AIG/American
     Bankers Merger Agreement) coupled with the fact that R. Kirk Landon
     (American Bankers' Chairman and Chief International Officer) and Gerald N.
     Gaston (Vice-Chairman, President and Chief Executive Officer of American
     Bankers) have agreed, among other things, (i) to vote the approximately
     8.0% of the outstanding common shares of American Bankers beneficially
     owned by them in favor of approving the proposed AIG transaction and (ii)
     upon request, to grant AIG an irrevocable proxy with respect to such
     common shares (see Section 2 of the AIG Voting Agreement);

          (f) the abandonment by American Bankers of its right to terminate the
     AIG/American Bankers Merger Agreement for at least 180 days in the context
     of a competing transaction proposal (see Sections 8.2 (iv) and 8.3(a) of
     the AIG/American Bankers Merger Agreement);

          (g) the control that AIG exerts over many of American Bankers'
     operational matters, including for example changes to its capitalization,
     modifications to employee benefit arrangements, modifications to
     investment guidelines or policies or entering into new quota share or
     other reinsurance transactions that do not meet certain specified criteria
     (see Section 6.1 or the AIG/American Bankers Merger Agreement);

          (h) the guarantee that current American Bankers' directors that so
     desire will be appointed as directors of the surviving corporation of the
     proposed merger of American Bankers and an AIG subsidiary (see Section 3.1
     of the AIG/American Bankers Merger Agreement); and

          (i) the financial penalties (in the amount of $66.00 million) that
     would be imposed upon American Bankers if it or AIG terminates the
     AIG/American Bankers Merger Agreement (after 180 days in the case of
     American Bankers) as a result of the failure by American Bankers'
     shareholders to approve the AIG transaction or if American Bankers
     terminates the AIG/American Bankers Merger Agreement after 180 



      TROUTMAN SANDERS LLP
        ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

Honorable John W. Oxendine
February 24, 1998
Page 4


     days to enter into a competing transaction agreement (see Section 8.5(b)
     of the AIG/American Bankers Merger Agreement).


     Given these provisions, the contracts and agreements between AIG and
American Bankers provide AIG with control over American Bankers. The failure of
AIG and those persons controlling AIG to obtain the prior approval of your
Department before entering into the foregoing contracts and agreements is in
direct violation of the provisions of O.C.G.A. Section 33-13-3. Accordingly,
Cendant respectfully requests that your Department immediately take all
appropriate regulatory action to enforce your statutes and to require AIG and
those persons controlling AIG to renounce, waive or otherwise relinquish each
of the foregoing control provisions in the contracts and agreements with
American Bankers.

     In addition, we believe that the willful violation of your statutes by AIG
and those persons controlling AIG is, in itself, sufficient grounds to deny
AIG's application to acquire control of American Bankers.


                                  Sincerely yours,


                                  /s/ Martin M. Wilson
                                  Martin M. Wilson

MMW\ls
     
cc:  Laura Badian
     Securities and Exchange Commission