SC 14D1/A

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 34) 
             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. 34 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") upon the terms and subject to the 
conditions set forth in the Offer to Purchase, dated January 27, 1998 (the 
"Offer to Purchase"), the Supplement thereto, dated March 16, 1998 (the 
"First Supplement"), the Second Supplement thereto, dated March 24, 1998 (the 
"Second Supplement"), and the revised Letters of Transmittal (which, together 
with any amendments or supplements thereto, constitute the "Offer"). Unless 
otherwise defined herein, all capitalized terms used herein shall have the 
respective meanings given such terms in the Offer to Purchase, the First 
Supplement or the Schedule 14D-1. 

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 

Item 11 is hereby amended as follows:

   (a)(46)   Text of Press Release issued by Parent on April 7, 1998.






                                      1


                                 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: April 8, 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 












                                       2


                                EXHIBIT INDEX 

   EXHIBIT 
   NUMBER 
- ----------- 

   (a)(46)   Text of Press Release issued by Parent on April 7, 1998.














                                       3

EX-99.(A)(46)

FOR IMMEDIATE RELEASE

                   CENDANT EXTENDS $67 PER SHARE TENDER OFFER
                 FOR AMERICAN BANKERS INSURANCE GROUP TO MAY 6

Stamford, CT and Parsippany, NJ, April 7, 1998--Cendant Corporation (NYSE:CD)
announced today it has extended its cash tender offer to purchase approximately
23.5 million common shares of American Bankers Insurance Group, Inc. (NYSE:ABI)
at a price of $67 per share. The offer, which commenced on March 16, 1998, and
was scheduled to expire at 12:00 midnight, New York City time, on Monday, April
6, 1998, has been extended through 12:00 midnight, New York City time, on
Wednesday, May 6, 1998, unless further extended.

Pursuant to the merger agreement, Cendant will acquire American Bankers for
cash and stock valued at $67 per share, for an aggregate consideration of
approximately $3.1 billion. Under the terms of the merger agreement, Cendant
will purchase 23.5 million shares of American Bankers through its cash tender
offer, and will pay $67 per share in Cendant shares for the remainder of
American Bankers shares outstanding in a second step merger.

As of 12:00 midnight on April 6, 1998, 33,960,132 shares of American Bankers' 
stock had been tendered to Cendant under the terms of the offer, including 
9,459,882 shares tendered pursuant to notices of guaranteed delivery.

The Information Agent for the Cendant offer is Innisfree M&A Incorporated. The
Dealer Managers are Lehman Brothers and Merrill Lynch & Co.

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. With a market capitalization in excess of $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, shipping, 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 Parsippany, NJ, the company has more than 34,000 employees, operates in 
over 100 countries and makes approximately 100 million customer contacts 
annually.


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