SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 22)
              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. 22 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 11. MATERIAL TO BE FILED AS EXHIBITS

    (a)(26)  Text of Press Release issued by Parent on March 2, 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: March 2, 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 No.
- -----------
  (a)(26)        Text of Press Release issued by Parent on March 2, 1998.



                                       4

EX-99.(A)(26)

                                                   FOR IMMEDIATE RELEASE
                                                   ---------------------


                    CENDANT SAYS NEW AIG OFFER ACKNOWLEDGES
          THAT PAYING FAIR VALUE FOR ABI MUST BE THE OVERRIDING ISSUE

Stamford, CT and Parsippany, NJ, March 2, 1998 -- Henry R. Silverman,
President and Chief Executive Officer of Cendant Corporation, today said, 
"AIG's increased offer for American Bankers acknowledges that the overriding 
issue is about paying fair and appropriate value to acquire the company.

"We remain committed to the acquisition of ABI and we are evaluating all our 
options.

"In matching our offer, despite its prior protestations to the contrary, AIG
has recognized that Cendant is as qualified as AIG to own ABI and would be able
to complete its acquisition, including receiving regulatory approvals, within 
the same time frame."


Investor Contact:          Media Contact:          or:
Laura P. Hamilton          Elliot Bloom            Jim Fingeroth/Roanne Kulakoff
Senior Vice President      Vice President          Kekst and Company
Corporate Communications   Public Relations        
and Investor Relations     (973) 496-8414          (212) 521-4800
(203) 965-5114


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