SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 52) 
             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. 52 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)(42)   Text of Press Release issued by Parent on August 27, 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: August 27, 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)(42)   Text of Press Release issued by Parent on August 27, 1998.












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EX-99.(G)(42)

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


                          CENDANT TO DELAY 10-K FILING
                          ----------------------------

  --Restatement of Financial Statements to Eliminate Irregularities Complete--

PARSIPPANY, NJ, AUGUST 27, 1998--Cendant Corporation (NYSE:CD) announced
today that it expects to file its restated financial statements to be
included in a Form 10-K/A in late September. Cendant has completed preparation
of preliminary restated financial statements for its 1997, 1996 and 1995
fiscal years. These financial statements are consistent with the Company's
earlier disclosures regarding the extent and nature of accounting errors and
irregularities at business units of the former CUC International ("CUC").

The Company met with the staff of the Securities and Exchange Commission ("SEC")
to discuss its proposed restatements. The staff has requested Cendant implement
further changes in its revenue recognition policy for individual memberships as
part of the SEC's ongoing review of revenue recognition by companies that sell
services with a full refund offer. The changes requested by the SEC go beyond
those believed necessary and appropriate by Deloitte & Touche and Arthur 
Andersen to correct accounting irregularities and errors.

"Since we discovered accounting irregularities in the former CUC business units 
in April," stated Michael P. Monaco, Vice Chairman and Chief Financial Officer,
"we have endeavored to maintain open channels of communication with all
regulatory bodies, and in particular with the SEC. The SEC staff has given us
the opportunity to informally discuss our accounting restatements prior to our
formal filing. We believe the policies in our current restatements, the product
of months of work with Deloitte & Touche supported by the work of Arthur
Andersen, conform with Generally Accepted Accounting Principles. However, the
staff has indicated that these revenue recognition practices, historically
implemented by Cendant and others, differ from the staff's view of appropriate
procedures. While we regret this delay, our investors, creditors and customers
will benefit from the knowledge that our accounting policies reflect exhaustive
efforts by Cendant and its independent accountants, as well as input from
regulators."

"The topics discussed with the SEC," continued Monaco, "do not affect the cash 
results of this business. The discussions have no connection to correction of
the accounting irregularities previously disclosed. They revolve solely around
the Company's desire to use this opportunity to implement accounting policies
that best capture the economics of our individual membership business."









Cendant also said it expects the report of the independent investigation by its
Audit Committee into accounting irregularities in the CUC businesses to be
released later today. "Our Audit Committee's report is complete and is not the
subject of this dialogue with the SEC," reported Monaco. Cendant will also
postpone its annual meeting of shareholders as well, pending the filing of its
form 10-K/A.

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. The Company operates in three principal segments: Travel Services,
Real Estate Services and Alliance Marketing. In Travel Services, Cendant is the
leading franchisor of hotels and rental car agencies worldwide; the largest
provider of vacation exchange services; a leading fleet management company, the
UK's largest private car park operator, and a leading motorist assistance group
in the UK. In Real Estate Services, Cendant is the world's largest franchisor
of residential real estate brokerage offices, a major provider of mortgage
services to consumers and a global leader in corporate employee relocation. In
Alliance Marketing, Cendant provides access to insurance, travel, shopping, 
auto, and other services, primarily through direct marketing to customers of 
its affinity partners. Headquartered in Parsippany, NJ, the company has more 
than 40,000 employees and operates in over 100 countries.


Media Contact:                            Investor Contact:
- --------------                            -----------------
Cendant Corporation                       Cendant Corporation
Elliot Bloom                              Denise L. Gillen
973-496-8414 or                           973-496-7303

Kekst and Company
Jim Fingeroth
Victoria Weld
212-521-4800