AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1998 
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                     AMERICAN BANKERS INSURANCE GROUP, INC.
                           -------------------------
                (Name of Registrant as Specified in Its Charter)

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

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     On February 26, 1998, Cendant delivered a letter to certain members of 
American Bankers' management from Cendant's President and Chief Executive
Officer Henry R. Silverman. A copy of the letter is included in Cendant's
press release attached hereto.





For Immediate Release

            CENDANT ADDRESSES QUESTIONS POSED BY AMERICAN BANKERS

  -- Letter from Silverman Cites "Unfortunate" Position American Bankers Put
                                     Itself In --

  -- American Bankers Did Not Ask Similar Questions of AIG - Perhaps For Fear
                            of What Answers Would Be --

 -- Clear Conclusion That Cendant is Financially Strong, Well Qualified To Own
                                  American Bankers --

Stamford, CT and Parsippany, NJ, February 26, 1998 - Cendant Corporation 
(NYSE:CD) said today that Henry R. Silverman, President and Chief Executive
Officer of Cendant sent the following letter to R. Kirk Landon, Chairman and
Gerald N. Gaston, President and Chief Executive Officer of American Bankers
Insurance Group:

February 26, 1998

Mr. R. Kirk Landon                       Mr. Gerald N. Gaston
Chairman                                 President and Chief Executive Officer
American Bankers Insurance Group, Inc.   American Bankers Insurance Group, Inc.
11222 Quail Roost Drive                  11222 Quail Roost Drive
Miami, Florida 33157                     Miami, Florida 33157

Dear Messrs. Landon and Gaston:

I have received a copy of your letter dated February 24th to Commissioner
William Nelson in which you raise questions about Cendant Corporation, which we
would have been happy to discuss directly with you had they been posed to us.

It is unfortunate that you put yourself and your company into a position of
feeling the need to ask such questions of Commissioner Nelson instead of us.
You did so, of course, by virtue of your ill-advised decision to enter into a
merger agreement with AIG that you have stated prohibits you from holding any
discussions with us or any other party until April 21, 1998 -- a full 120 days
from the date of your Agreement with AIG. We believe this provision is illegal.

As you well know, we have attempted on several occasions and in several ways to
address your purported "concerns." Indeed, had you read the various 
communications that have been sent you, surely you would know that your 
"concerns" have been addressed.

But just to be completely clear, let me remind you that:



o  Cendant is a financially strong builder of companies, with a market
   capitalization exceeding $34 billion. We enjoy an investment grade rating of
   A from three separate rating agencies. (As you know, American Bankers has
   competed successfully for decades with a rating lower than Cendant's.) As 
   you may know, this week we raised approximately $1.5 billion through the
   issuance of equity-linked securities.

o  Cendant's business plan for American Bankers is for accelerated growth as a
   member of the premier direct marketing company in the world. This is our
   comparative advantage. Considerable benefits would result from combining the
   direct marketing strengths of Cendant and American Bankers by providing
   Cendant's formidable distribution channels to ABI for the sale of products,
   as well as utilizing ABI's existing distribution channel for Cendant's broad
   array of products and services.

o  Cendant stands able and ready to provide ABI or its subsidiaries with 
   appropriate capital for growth.

o  We will keep ABI's headquarters in Miami and maintain its employees and
   facilities, including the public school at ABI's headquarters campus.

o  We will grow ABI's business and create jobs.

o  As recently as February 10, 1998, Goldman Sachs, AIG's own financial 
   advisor, lauded Cendant for creating "one of the best business models we 
   have come across." Goldman Sachs' analyst also stated, "Cendant is a cash
   flow machine...." (In reports dated January 22, 1998 and February 5, 1998)

o  We are one of the very few companies (others include Disney, Intel, and
   Microsoft) which have a market value greater than $20 billion and annual
   growth in earnings of more than 20 percent.



o  We have been approved by the insurance departments of New York and Colorado
   to own insurance companies domiciled there and have been licensed to operate
   various other businesses.

Indeed, no less a source than your own investment bank, Salomon Smith Barney,
has publicly stated:

o  "We continue to believe that the combined CUC/HFS (Cendant) will represent
   a unique combination of an enormously powerful financial model married to a
   set of growing, potentially highly synergistic businesses" (8/14/97 report)
   and "We remain bullish on this [CUC/HFS] merger....[T]he Company's financial
   position remains extraordinary, with strong cash generation. We continue to
   view CUC as an exciting growth company, with ongoing upside earnings
   potential" (12/3/97 report).

You could have asked Salomon Smith Barney for the answers to your questions. In
addition, for your convenience and easy reference, we are enclosing a detailed
letter that was sent to the insurance commissioners of each of the states in
which American Bankers operates. A copy of that letter was sent to you 
yesterday as well.

I must say I find the series of questions you raised troubling in their tone 
and extent, particularly as they appear to be based on obviously erroneous
assumptions. Moreover, I am stunned that you would ask these questions of
Cendant when, apparently, you haven't asked these same questions of AIG. Why?
Perhaps it's because you would not have been pleased with the answers you
would have received. Perhaps you should ask AIG, as you asked us:

o  Will AIG commit to continued employment at current levels for American 
   Bankers' employees for a specified period following the acquisition? 
   (Question D-1 in your letter to us).


   In fact, as you know, American Bankers negotiated no commitment whatsoever
   from AIG with respect to maintaining American Bankers' employment levels in
   contrast to the normal practice in friendly merger transactions. We note
   that you did find time to focus on severance agreements for senior 
   executives. Further, the AIG/American Bankers proxy is replete with 
   references to cost-savings and synergies that would be achieved following
   the merger. Perhaps you should ask how those expense reductions will be
   achieved.

   Cendant, on the other hand, has told you it is is prepared to commit to
   maintaining current American Bankers employment levels.

o  Will American Bankers' headquarters and other facilities be kept in the same
   locations in Florida for a specified period following the acquisition by
   AIG (Your question D-3 to us).

   As you know, AIG's merger agreement contains no such commitment. Just a
   vague statement of intent, subject to change.

   Cendant, on the other hand, has committed to maintaining American Bankers'
   headquarters in Florida.

o  Have any material consumer complaints been filed against AIG with any
   regulatory agencies, including insurance departments? (Your question E-4
   to us).


Space does not permit me to list the long and unfortunate record AIG has 
established in this area. I would, however, direct you at a minimum to a 
feature story in The Wall Street Journal dated October 15, 1996 which cites 
a number of such instances, including such biting customer comments as:

      "We're not buying from AIG, and I would seriously hope I didn't ever
      have


      to."

               - Risk Manager for State Industries, former customer which
               successfully fought to keep AIG from avoiding responsibility
               of a major award

      "We just couldn't get along, and I was so happy when we no longer
      endorsed them."

               - General Counsel for the National School Boards Association

      "There are days I'd just as soon shoot at them with a high-caliber
      weapon as shake their hands."

               - Risk Manager for IMC Global


I urge you and your colleagues to carefully review the material that is 
attached, as well as the information we have previously provided you. I am
confident that if you do so objectively, you will reach the clear conclusion
that Cendant is a financially strong company, well qualified to own American
Bankers, and that we would be a far better partner for you going forward. You
may rest assured that we and our financial advisors would be pleased to answer
any and all questions you may have in direct meetings with you, or your 
advisors, and in the upcoming hearings or other proceedings at the various 
state insurance departments.

                                           Sincerely,

                                           /s/ Henry R. Silverman
                                           Henry R. Silverman
                                           President and
                                           Chief Executive Officer



cc:  All Directors of American Bankers

     Commissioner William Nelson
     Department of Insurance
     State of Florida

     Director John A. Greene
     Department of Insurance
     State of Arizona

     Commissioner John Oxendine
     Department of Insurance
     State of Georgia

     Superintendant Neil D. Levin
     Department of Insurance
     State of New York

     Director Lee P. Jedziniak
     Department of Insurance
     State of Texas

     Commissioner Elton Bomer
     Department of Insurance
     State of Texas

Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. With a market capitalization of approximately $30 billion, it ranks
among the 100 largest U.S. corporations. Cendant operates in three principal
segments: Membership, Travel and Real Estate Services. In Membership Services,
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 Parsipanny, NJ, the company has more than 35,000 employees, operates 
in over 100 countries and makes approximately 100 million customer contacts
annually.


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