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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1998.
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
 
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                     AMERICAN BANKERS INSURANCE GROUP, INC.
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                (Name of Registrant as Specified in its Charter)

                      AMERICAN INTERNATIONAL GROUP, INC.
- --------------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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To Employees of American Bankers Insurance Group, Inc.:


              AIG IS THE FAR SUPERIOR PARTNER FOR AMERICAN BANKERS
              ----------------------------------------------------
                                INSURANCE GROUP
                                ---------------

        American International Group, Inc. (AIG) is the largest insurance and
financial services organization in the world, measured by stock market
valuation. We are a Triple-A rated company, whose net income in 1996 approached
$3 billion, with total assets of approximately $160 billion and shareholders'
equity (or net worth) exceeding $24 billion. There is not a financially
stronger company in our business.

        Cendant has existed in its present form for less than two months. It
has negative tangible net worth and is highly leveraged. Claims cannot be paid
out of intangible assets. What implications will this have for the future
financial strength and claims-paying ability of Cendant/American Bankers? What
does it suggest for the future of American Bankers' employees? How secure can
you or anyone feel as an employee or policyholder of American Bankers if the
company is taken over by Cendant rather than becoming a part of AIG?

        AIG is a recognized insurance industry leader. We operate in over 100
countries around the world. We have been in the insurance business for nearly
80 years. Our experience and relationships can help American Bankers grow its
business in new directions, while providing the financial security and
stability needed to be a viable competitor in the insurance industry in the
years ahead.

                   LOOK AT THE RECORD: AIG BUILDS BUSINESSES
                   -----------------------------------------

        AIG has built one of the premier U.S. insurance businesses over
decades, through both acquisition of high quality, specialty insurance
companies and through internal growth. Our employees have participated in this
growth. AIG companies today employ more than 16,000 people across the United
States, and more than 39,000 worldwide. These employees are the backbone of our
business and constitute our competitive edge in the insurance field. American
Bankers employees will become part of this group, adding their own insurance
expertise to a work force already recognized as among the very best in the
industry.

          CENDANT'S TRACK RECORD SHOULD CAUSE EMPLOYEES GREAT CONCERN
          -----------------------------------------------------------

        Cendant and its predecessor companies have a record of implementing
restructurings and employee terminations at acquired companies soon after their
acquisition. For example, Cendant's SEC filings state that, since 1995, its
component companies have taken restructuring charges totaling $1.4 billion in
connection with nine prior acquisitions and the merger of CUC and HFS which
created the "new" Cendant just last December. Among other items, these
restructuring charges have included costs incurred in connection with employee
reductions and consolidation of corporate activities and facilities.

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        Cendant's acquisitions also have a pattern of resulting in employee
terminations. In the six of the nine acquisitions for which information is
available, Cendant terminated over 1,400 employees, according to the same
Cendant SEC filings.



            AIG IS COMMITTED TO PRESERVING THE SECURITY OF AMERICAN
            -------------------------------------------------------
                 BANKERS' MIAMI HEADQUARTERS AND ITS EMPLOYEES
                 ---------------------------------------------

        As part of AIG, American Bankers employees, operating out of your Miami
headquarters, would join a family of experienced insurance professionals with a
management committed to growing the business you have worked to build and of
which you are proud. We believe the revenue growth that will result from
combining our two organizations will be extremely important to our joint
future. As with other specialty insurers AIG has acquired over the years, it is
your skills and experience that form the core of our interest in partnering
with American Bankers. At AIG, we look forward to having you join our family.

AIG. WORLD LEADERS IN INSURANCE AND FINANCIAL SERVICES.

 American International Group, Inc., Dept. A, 70 Pine Street, New York, NY 10270