SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 44) 
             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. 44 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)(36)   Text of Press Release issued by Parent on May 18, 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: May 18, 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)(36)   Text of Press Release issued by Parent on May 18, 1998.












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EX-99.(G)(36)

              CENDANT DISMISSES ERNST & YOUNG LLP AS INDEPENDENT
            ACCOUNTANTS OF THE COMPANY'S FORMER CUC BUSINESS UNITS 

 Deloitte & Touche to Continue as Cendant's Principal Independent Accountants
 ----------------------------------------------------------------------------
 
   Stamford, CT and Parsippany, NJ, May 18, 1998 -- Cendant Corporation (NYSE: 
CD) today announced that it has dismissed Ernst & Young LLP (E&Y) which served
as the independent accountants for the Company's CUC business units for the
year ended December 31, 1997. The Company also announced that Deloitte & Touche
LLP will continue to serve as Cendant's principal independent accountants, and
will assume all auditing functions previously provided by E&Y for the former
CUC businesses. Deloitte & Touche will also assume all auditing functions which
had been conducted by E&Y in connection with the previously announced 
restatement of the Company's financial results. The Audit Committee of the 
Company's Board of Directors participated in and approved the decision to
dismiss E&Y. As announced, the Company expects to issue audited financial
statements in the summer of 1998, and does not anticipate any delay in this 
schedule due to this change.

   Cendant (NYSE: CD) 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 
worldwide. In Travel Services, Cendant is the leading franchisor of hotels 
and rental car agencies worldwide, the premier provider of vacation exchange 
services, a leading fleet management company through PHH, and the U.K.'s 
largest private car park operator through NPC. 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 nearly 40,000 employees, operates in over 
100 countries and makes more than 100 million customer contacts annually. 



                                             
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