SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 46) 
             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. 46 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)(51)   Text of Press Release issued by Parent on July 2, 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: July 2, 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)(51)   Text of Press Release issued by Parent on July 2, 1998.












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EX-99.(A)(51)

FOR IMMEDIATE RELEASE
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                  CENDANT EXTENDS $67 PER SHARE TENDER OFFER
             FOR AMERICAN BANKERS INSURANCE GROUP TO AUGUST 3, 1998
          

   Stamford, CT and Parsippany, NJ, July 2, 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
January 28, 1998, and was scheduled to expire at 5:00 p.m., New York
City time, on Wednesday, July 1, 1998 has been extended through 5:00 p.m.,
New York City time, on Monday, August 3, 1998, unless further extended.
   
   As of 5:00 p.m. New York City time on July 1, 1998, 32,762,383 shares of
American Bankers' stock had been tendered to Cendant under the terms of the
tender offer, including 7,451,376 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. 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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