SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 27)
              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. 27 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

   Item 11 is hereby amended as follows:

    (a)(29)  Newspaper Advertisement published on March 12, 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 12, 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)(29)     Newspaper Advertisement published on March 12, 1998.


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EX-99.(A)(29)

                           [Newspaper Advertisement]


                       CENDANT'S FIVE COMMITMENTS TO THE
                         EMPLOYEES OF AMERICAN BANKERS


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March 12, 1998

The Honorable Alex Penelas
Mayor of Miami-Dade County
The Stephen P. Clark Center
Miami, Florida 33128


Dear Mayor Penelas:

I know you care deeply about the future of American Bankers. Accordingly,
Cendant is reiterating its five commitments to the employees of American
Bankers, to the people of Miami-Dade, and to you:

    o    CENDANT WILL KEEP AMERICAN BANKERS' HEADQUARTERS AND FACILITIES IN
         MIAMI;

    o    WE WILL CONTINUE TO MAINTAIN THE PUBLIC SCHOOL AND DAY CARE FACILITY
         AT AMERICAN BANKERS' HEADQUARTERS CAMPUS;

    o    CENDANT WILL MAINTAIN CURRENT EMPLOYMENT LEVELS AT AMERICAN BANKERS;

    o    WE WILL CREATE JOBS AT AMERICAN BANKERS; AND,

    o    CENDANT'S BUSINESS PLAN IS TO ACCELERATE THE GROWTH OF AMERICAN
         BANKERS.

We will add our tremendous direct marketing capabilities, our exceptional 
product range and the more than 100 million customer contacts we make each 
year to give American Bankers - and its people - greater opportunity for 
growth.

By contrast, AIG continues to be unwilling to provide employee commitments. In
fact, in its prospectus, it cited expense reductions and synergies - which
usually means headcount reductions. As you know, AIG initally made no 
promises in its contract with American Bankers. In response to Cendant's 
commitments, AIG finally agreed to maintain American



Bankers' headquarters, and the school on its premises, but has still not made
any commitments to the employees of American Bankers.

This raises the question: Who will AIG have working at American Bankers?

Cendant's answer is clear: We value the people of American Bankers - and we
want them working with us.

Whether they would have the opportunity to continue to do so as part of AIG
remains a big question mark.

Cendant is the best business partner for American Bankers for other reasons,
beyond employment commitments:

    o    Our businesses are markedly similar. American Bankers wrote in its
         most recent annual report that "since (its) inception...as an
         insurance provider, American Bankers has evolved into a service,
         processing and distribution company."

    o    Cendant is a financially strong builder of companies, rated "A" by
         three credit rating agencies, higher than American Bankers. Our market
         capitalization exceeds $30 billion and Wall Street anticipates
         annualized earnings growth of at least 20% over the next five years,
         placing us in an elite group of U.S. growth companies, including
         Disney and Lucent.

    o    AIG's own financial advisor, Goldman, Sachs, recently (2/10/98) lauded
         Cendant for creating "one of the best business models we have come
         across."

There are many examples of AIG putting profits before policyholders. AIG and
its subsidiaries have been penalized millions of dollars arising out of various
violations including malice, fraud and failing to respond promptly to claims.
And, AIG incurred the wrath of Florida insurance regulators when it urged AIG
presidents to use Hurricane Andrew as "an opportunity to get price increases
now."

As scandalous as this behavior is, just think how AIG might try to strong-arm
American Bankers' small, individual policyholders, who do not possess the
resources that AIG's generally big business customers have to fight back.

We look forward to Cendant's ownership of American Bankers and to its
continuing to be a strong corporate citizen in the South Florida community.



                                            Sincerely,

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


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