SC 14D9/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

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                                SCHEDULE 14D-9 
                              (Amendment No. 21) 

              SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO 
           SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 

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                          AMERICAN BANKERS INSURANCE 
                                 GROUP, INC. 
                          (NAME OF SUBJECT COMPANY) 

                          AMERICAN BANKERS INSURANCE 
                                 GROUP, INC. 
                     (NAME OF PERSON(S) FILING STATEMENT) 

                   COMMON STOCK, PAR VALUE $1.00 PER SHARE, 
   INCLUDING THE ASSOCIATED SERIES C PARTICIPATING PREFERRED STOCK PURCHASE 
                                    RIGHTS 
                        (TITLE OF CLASS OF SECURITIES) 

                                  24456 10 5 
                    (CUSIP NUMBER OF CLASS OF SECURITIES) 

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                               GERALD N. GASTON 
             Vice Chairman, President and Chief Executive Officer 
                    American Bankers Insurance Group, Inc. 
                           11222 Quail Roost Drive 
                             Miami, FL 33157-6596 
                                (305) 253-2244 
     (Name, Address and Telephone Number of Person Authorized to Receive 
    Notice and Communications on Behalf of the Person(s) Filing Statement) 

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                                  COPIES TO: 

        MORTON A. PIERCE, ESQ.           JOSEPHINE CICCHETTI, ESQ.      
       JONATHAN L. FREEDMAN, ESQ.       Jorden Burt Boros Cicchetti 
         Dewey Ballantine LLP              Berenson & Johnson LLP 
      1301 Avenue of the Americas      777 Brickell Avenue, Suite 500 
          New York, NY 10019                  Miami, FL 33131 
           (212) 259-8000                     (305) 371-2600 

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   This Amendment No. 21 amends and supplements the Solicitation/ 
Recommendation Statement on Schedule 14D-9, dated February 6, 1998 (as 
amended, the "Schedule 14D-9") of American Bankers Insurance Group, Inc., a 
Florida Corporation (the "Company" or "American Bankers"), filed in 
connection with the Cendant Offer. Capitalized terms used herein shall have 
the definitions set forth in the Schedule 14D-9 unless otherwise provided 
herein 

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 52............ Press Release, dated September 28, 1998, of the Company.

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                                  SIGNATURE 

   After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct. 


                                      AMERICAN BANKERS INSURANCE GROUP, INC. 


                                      By: /s/ GERALD N. GASTON 
                                          ------------------------------------ 
                                          Name: Gerald N. Gaston 
                                          Title: Chief Executive Officer, 
                                                 President and Vice Chairman 

Date: September 28, 1998 




                                 EXHIBIT INDEX

EXHIBIT NO.                            DESCRIPTION
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EXHIBIT 52............. PRESS RELEASE, DATED SEPTEMBER 28, 1998, OF THE COMPANY

EX-99.52

COMPANY PRESS RELEASE

Gerald N. Gaston, Chief Executive Officer of American Bankers Insurance Group, 
Inc., stated today that "American Bankers fully intends to comply with its 
obligations under its merger agreement with Cendant Corporation."

He further stated he expects "Cendeant to stand by its commitment to acquire
American Bankers for $67 per share."

American Bankers Insurance Group, Inc. (ABI) 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, the Caribbean, Latin America and the 
United Kingdom.
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Contact:

American Bankers Insurance Group Inc., Miami
P. Bruce Camacho, Executive Vice President
Investor Relations
305/252-7060