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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

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                                SCHEDULE 14D-9 
                              (Amendment No. 22) 

              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. 22 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

   On October 13, 1998, the Company and Cendant entered into an agreement
terminating the Cendant Merger Agreement. In connection with the termination,
Cendant and the Company have released each other from any claims relating to
Cendant's proposed acquisition of the Company and Cendant has made a $400
million cash payment to the Company. As a result of the termination Cendant
has terminated the Cendant Offer. A copy of the press release announcing the
termination is filed as Exhibit 53, and the Settlement Agreement between the
Company and Cendant dated October 13, 1998 is filed as Exhibit 54. 

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 53............ Joint Press Release, dated October 13, 1998, of Cendant
                       and the Company.

Exhibit 54............ Settlement Agreement, dated as of October 13, 1998, by 
                       and among the Company, Cendant and Season Acquisition 
                       Corp.

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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: October 14, 1998 


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                                 EXHIBIT INDEX

EXHIBIT NO.                            DESCRIPTION
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EXHIBIT 53............. JOINT PRESS RELEASE, DATED OCTOBER 13, 1998, OF CENDANT 
                        AND THE COMPANY

EXHIBIT 54............. SETTLEMENT AGREEMENT, DATED AS OF OCTOBER 13, 1998, BY 
                        AND AMONG THE COMPANY, CENDANT AND SEASON ACQUISITION 
                        CORP.

Attachments (2)

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