November 6, 1998



Robert T. Plesnarski
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                         Re:  Withdrawal of Cendant Corporation Registration
                              Statement on Form S-4 (Registration No. 333-46661)

Dear Mr. Plesnarski:

     We hereby request that the Securities and Exchange  Commission withdraw the
Registration  Statement  on Form S-4  (Registration  No.  333-46661)  of Cendant
Corporation (the "Company")  pursuant to Rule 477 of the Securities Act of 1933,
as  amended.  The  Company is  requesting  the  withdrawal  of its  Registration
Statement  on Form S-4 as a result of the mutual  decision  by the  Company  and
American Bankers Insurance Group, Inc.  ("American  Bankers") to terminate their
merger  agreement  which  provided  for the  Company's  acquisition  of American
Bankers.

     Please call the  undersigned  at (973)  496-7207 if you have any  questions
with respect to this request.


                                                     Very truly yours,

                                                     /s/ Eric J. Bock
                                                     Eric J. Bock


cc:      James E. Buckman, Esq.