SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 40) 
             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 

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   This Amendment No. 40 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)(49)   Text of Joint Press Release issued by Parent and American
             Bankers on April 17, 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 20, 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 
   NUMBER 
   ------

   (a)(49)   Text of Joint Press Release issued by Parent and American
             Bankers on April 17, 1998.












                                       3

EX-99.(A)(49)

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

AMERICAN BANKERS AND CENDANT REAFFIRM COMMITMENT TO $67 PER SHARE MERGER


MIAMI/PARSIPPANY, N.J.--April 17, 1998 -- Cendant Corporation 
(NYSE: CD) and American Bankers Insurance Group Inc. (NYSE:ABI) today
jointly reaffirmed their commitment to completing the Merger Agreement
under which Cendant will acquire American Bankers for cash and stock valued
at $67 per share, for an aggregate consideration of approximately $3.1 billion.

"American Bankers continues to support this transaction and strongly believes
it to be in the best interests of American Bankers' shareholders, 
policyholders and employees," said R. Kirk Landon, Chairman of the Board and
General N. Gaston, President and Chief Executive Officer of American Bankers.
"Our support is unaffected by Cendant's recently announced expectation of an
earnings restatement."

"With the normal regulatory process, we should expect the ABI transaction to be
completed late summer," said Henry R. Silverman, President and Chief Executive
Officer of Cendant. "By that time, we expect the accounting issues to be behind
us and, assuming our business continues to perform strongly as it has to date,
we would expect our stock price to have recovered from current levels. We would
like to remind investors that the price of our shares is not relevant with
respect to the ABI transaction until 10 days prior to the closing.

"We continue to be enthusiastic about our combination with American Bankers
and look forward to taking advantage of the many opportunities it will create
for both companies."

Cendant is the world's premier provider of consumer and business
services. Cendant operates in three principal segments: Alliance Marketing,
Travel and Real Estate Services. In Alliance Marketing, 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 Parsippany, NJ, the company has 



more than 34,000 employees, operates in over 100 countries and makes 
approximately 100 million customer contacts annually.

American Bankers Insurance Group Inc. concentrates on marketing affordable,
specialty insurance products and services through financial institutions,
retailers and other entities offering consumer financing as a regular part of
their business. ABI, through its insurance subsidiaries, operates in the United
States, Canada, Latin America, the Caribbean and the United Kingdom.



Investor Contact:           Media Contact:        or:

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

American Bankers Insurance Group Inc.
Investor Contact:
P. Bruce Camacho
Investor Relations
(305) 252-7060

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