SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 41) 
             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. 41 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:

   (g)(33)   Text of Press Release issued by Parent on April 27, 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 29, 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 
   ------

   (g)(33)   Text of Press Release issued by Parent on April 27, 1998.












                                       3

EX-99.(G)(33)

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

                    CENDANT SENDS LETTER TO SHAREHOLDERS


STAMFORD, CT AND PARSIPPANY, NJ, APRIL 27, 1998 -- Cendant Corporation 
(NYSE: CD) today sent the attached letter from Walter A. Forbes, Chairman and
Henry R. Silverman, President and Chief Executive Officer to Cendant
shareholders:

Dear Cendant Shareholder:

We are writing to report to you the actions we have taken since the discovery
of potential accounting irregularities in certain former CUC businesses and
to state clearly that Cendant remains strong and vibrant. All of us in
management are united in tackling this problem aggressively. We do not believe
that the potential acounting problems exist anywhere other than where they were
first discovered.

Here's what we have done to date:

o  The Audit Committee of the Board of Directors engaged Willkie Farr &
   Gallagher as special legal counsel who, in turn, engaged Arthur Andersen LLP
   to perform a thorough, independent investigation;

o  We informed the appropriate regulatory authorities, advised the SEC and
   initiated a meeting with its staff;

o  We assigned all accounting, finance, financial reporting, treasury, budget,
   systems and control functions to the former HFS finance staff;

o  We installed a new management team to lead the Alliance Marketing Division
   consisting of:

   o   Co-Chair and Co-Chief Executive John Fullmer, who was most recently
       Chief Marketing Officer at CUC;

   o   Co-Chair and Co-Chief Executive Tony Menchaca, formerly President of
       the Comp-U-Card Division;

   o   President and Chief Operating Officer John Chidsey, who was Executive
       Vice President for Business Development at HFS.

o  We created a new position of Chief Financial Officer of Alliance Marketing,
   to which Michael Wargotz has been named;

o  We terminated the employment of CUC's former Chief Financial Officer;

o  We have obtained the support of our bank group, which has given us the
   necessary waivers to maintain the availability to us of $5 billion in 
   existing, committed bank facilities.



                                 --more--





We are outraged that the apparent misdeeds of a small number of individuals
within a limited part of our company has adversely affected the value of your
investment -- and ours -- in Cendant. We are working together diligently to
clear this matter up as soon as possible. We fully support the Audit 
Committee's investigation and continue to believe that the strategic rationale
and industrial logic of the HFS/CUC merger that created Cendant is as 
compelling as ever.

Cendant is strong, highly liquid, and extremely profitable. The vast majority
of Cendant's operating businesses and earnings are unaffected and the prospects
for the Company's future growth and success are excellent.

We have reaffirmed our commitment to completing all pending acquisitions:
American Bankers, National Parking Corporation and Providian Insurance. In this
connection, we are pleased to note that today we completed the National Parking
Corporation acquisition following shareholder and European Community approvals
for that transaction.

We are exceedingly proud of the continued dedication and professionalism we see
exhibited every day by Cendant associates, who remain single-mindedly focused
on the day-to-day success of the company and, ultimately, restoring -- and then
increasing -- the value of your and their investment in the Company.

We will announce first quarter earnings on May 5th. We expect to meet or exceed
current Wall Street consensus estimates. We have also announced that we will be
holding investor meetings in May in which senior members of the Alliance
Marketing operating management will discuss that Division's business model and
outlook for continued growth and operational success.

We will periodically update you as developments warrant and, when the Audit
Committee's investigation is concluded, we will report to you all we can about
what happened and share with you our specific measures to assure that we are
never confronted with this problem again. Everyone involved in that effort
understands the extreme urgency of the assignment and is working as quickly
and diligently as possible.

In the meantime, we appreciate and share your concern and are more determined
than ever to win back your confidence and reward you for your investment in
Cendant.


Sincerely,


Walter A. Forbes                       Henry R. Silverman
Chairman                               President and Chief Executive Officer





                                 --more--





Cendant is the world's premier provider of consumer and business services. The
company 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 make approximately 100 million customer
contacts annually.


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