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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                                 AMENDMENT NO. 1

                     AMERICAN BANKERS INSURANCE GROUP, INC.
                                (Name of Issuer)

                          COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)

                                   024456 10 5
                                 (CUSIP Number)

                          ----------------------------

                               KATHLEEN E. SHANNON
                          VICE PRESIDENT AND SECRETARY
                       AMERICAN INTERNATIONAL GROUP, INC.
                                 70 PINE STREET
                               NEW YORK, NY 10270
                            TELEPHONE: (212) 770-5123
           (Name, address and telephone number of Person Authorized to
                       Receive Notice and Communications)

                                January 27, 1998
             (Date of Event which Requires Filing of this Statement)

     If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

         American International Group, Inc. ,
         I.R.S. Identification No.  13-2592361

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         (a)      [ ]
         (b)      [X]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*

         OO, WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e)

         [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Organized under the laws of the State of Delaware


      NUMBER OF            7.       SOLE VOTING POWER
       SHARES                               8,265,626
    BENEFICIALLY           8.       SHARED VOTING POWER
      OWNED BY                              3,389,300
        EACH               9.       SOLE DISPOSITIVE POWER
      REPORTING                             8,265,626
       PERSON              10.      SHARED DISPOSITIVE POWER
        WITH                                3,389,300

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         11,654,926

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

         [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         28.1%

14.      TYPE OF REPORTING PERSON

         CO, HC


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ITEM 1.           SECURITY AND ISSUER

                  This Amendment No. 1 amends Items 3, 4 and 5 of the 
Statement on Schedule 13D  dated January 16, 1998 ("Schedule 13D") previously
filed by American International Group, Inc. ("AIG") relating to the shares of
Common Stock, par value $1.00 per share (the "Shares"), of American Bankers
Insurance Group, Inc. (the "Issuer"). The address of the principal executive
offices of Florida 33157-6596.
        

ITEM 3.           SOURCES AND AMOUNT OF FUNDS

                  As described in the response to Item 4 (which response is
incorporated herein by reference) the Shares to which this amendment to the
Schedule 13D relates have not yet been purchased by AIG. AIG will use its
available working capital to purchase the Shares to which this amendment to the
Schedule 13D relates, at such future date upon which such purchase is
consummated.


ITEM 4.           PURPOSE OF TRANSACTION

                  On December 21, 1997, the Issuer, AIG and AIGF, Inc., a wholly
owned subsidiary of AIG ("AIGF"), entered into an Agreement and Plan of Merger
which provides, among other things, that, subject to the satisfaction of the
terms and conditions therein, the Issuer will merge (the "Merger") with and
into AIGF. The separate existence of the Issuer will cease upon consummation of
the Merger. AIGF will be the surviving corporation in the Merger and will be
renamed "American Bankers Insurance Group, Inc." following the Merger. The
Merger Agreement was amended and restated as of January 7, 1998 (as so amended
and restated, hereinafter the "Merger Agreement").

                  In connection with the Merger, AIG and the Issuer entered into
a stock option agreement (the "Stock Option Agreement") under which the Issuer
has granted AIG an option to purchase up to 8,265,626 newly issued Shares 
(equal to approximately 19.9% of the outstanding number of Shares) for $47.00 
per share if certain events occur.

                  On January 27, 1998, AIG delivered a notice to the Issuer
exercising its option to purchase the 8,265,626 Shares issuable pursuant to the
Stock Option Agreement. The consummation of the purchase of such Shares is
subject to the receipt of applicable regulatory approvals. The exercise of AIG's
option to purchase such Shares and the consummation of the purchase of such
Shares may facilitate consummation of the transactions contemplated under the
Merger Agreement. AIG's right to exercise the option was triggered by the public
announcement by Cendant Corporation that it proposed to acquire all of the
outstanding Shares for $58 per share in cash and stock.

                  Except as contemplated by the Merger Agreement, the Stock
Option Agreement and the Voting Agreement (as defined in the response to Item 5)
or as otherwise set forth in this Item 4, AIG has no present plans or proposals
which relate to or would result in (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) any change in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (viii) causing the
Shares or Preferred Shares (as defined in the Schedule 13D) to cease to be
listed on the New York Stock Exchange; (ix) the Shares of Preferred Shares
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the


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Exchange Act; or (x) any action similar to any of those actions set forth in
this Paragraph involving the Shares or Preferred Shares.


ITEM 5.           INTERESTS IN SECURITIES OF THE ISSUER

                  (a) and (b). 3,389,300 Shares, representing approximately 8.2%
of the outstanding Shares, are subject to a voting agreement (the "Voting
Agreement") entered into between AIG and certain shareholders of the Issuer. The
Voting Agreement provides that such shareholders shall vote their Shares in
favor of adoption of the Merger Agreement and approval of the Merger and, if
requested by AIG, shall grant to AIG an irrevocable proxy with respect to such
Shares and not dispose of such Shares, subject to certain exceptions. The Shares
subject to the Voting Agreement therefore may be deemed to be beneficially owned
both by the respective shareholders of the Issuer party to the Voting Agreement
and by AIG. Inasmuch as the Voting Agreement is limited to the vote of the
Shares with respect to the Merger Agreement and the Merger and certain related
matters, the respective shareholders of the Issuer party to the Voting Agreement
and AIG have shared power to vote or to direct the vote with respect to the
Shares subject to the Voting Agreement. The Voting Agreement provides, subject
to certain exceptions, that the shareholders party thereto may not dispose of
their respective Shares without AIG's consent. Such shareholders and AIG
therefore have shared power to dispose or direct the disposition of the Shares
subject to the Voting Agreement.

                  In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, AIG may be deemed to beneficially own the 8,265,626
Shares, representing approximately 19.9% of the outstanding Shares, subject to
issuance pursuant to the Stock Option Agreement since AIG may have the right to
acquire such Shares within 60 days. Upon consummation of the purchase of the
Shares subject to issuance pursuant to the Stock Option Agreement, AIG will have
sole power to vote or direct the vote with respect to such Shares and sole power
to dispose or direct the disposition of such Shares.

                  (c) Other than the transactions described in this amendment to
the Schedule 13D and in the Schedule 13D, there have been no transactions in
Shares by AIG, or, to the best knowledge of AIG, by any of the Covered Persons
(as defined in the Schedule 13D), during the past 60 days.

                  (d) To the best knowledge of AIG, the right to receive and the
power to direct the receipt of dividends from, and the proceeds from the sale
of, the Shares subject to the Voting Agreement are held by the respective
shareholders party to the Voting Agreement. Upon consummation of the purchase of
the Shares subject to issuance pursuant to the Stock Option Agreement, AIG will
have the right to receive and the power to direct the receipt of dividends from,
and the proceeds from the sale of, the Shares subject to the Stock Option
Agreement.

                  (e) Not applicable.



                                    SIGNATURE


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                  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.


Dated:   January 28, 1998



                             American International Group, Inc.


                             By: /s/ Kathleen E. Shannon
                                 --------------------------------------------
                                    Name: Kathleen E. Shannon
                                    Title: Vice President and Secretary




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