SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

June 7, 2006

Mail Stop 4561

Eric J. Bock
Executive Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, NY 10019

      Re:	Wyndham Worldwide Corporation
		Registration Statement on Form 10
      Filed May 11, 2006
		File No.  001-32876

Dear Mr. Bock:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Summary, page 1

The Separation, page 9

Overview, page 9
1. Please discuss briefly the debt securities you intend to issue
to
replace your interim financing, including any key terms that you
may
currently anticipate (for example, convertibility).

Summary of the Separation-Fractional Shares, page 18
2. We note that a distribution agent will aggregate and sell
fractional shares in the open market.  If true, please make it
clear
that the agent is independent, has sole discretion as to which
brokers to use and at what price to sell, and will not use an
affiliate of you or Cendant.

The Separation, page 44

Opinion of Evercore Group, page 53
3. Once the Evercore Group and Duff & Phelps reports are issued,
please provide a summary of the findings broken out according to
the
various analyses used in arriving at such findings.  Also, please
provide us with any board books or similar material generated by
Evercore Group or Duff & Phelps in connection with the opinions
being
rendered in this transaction.

Management`s Discussion and Analysis..., page 71

Trends, page 72
4. Please cite the source of the information presented in this
section.

Financial Condition, Liquidity..., page 82
5. Where relevant, please discuss potential liabilities related to
the tax audits disclosed on page F-22.  Indicate whether your
liability for these audits is fixed at 30%.  Also, please discuss
these audits in more detail in your section on legal and
regulatory
actions.

Financial Condition, page 82

Liquidity and Capital Resources, page 83
6. In your description of cash flows from investing activities,
please explain in more detail the "intercompany funding" paid to
Cendant in 2004 and 2005, including the reason for the increase
last
year.  Please explain briefly how these intercompany transfers are
being treated in the spin-off.  Also, with respect to cash flows
from
financing activities, please explain why you incurred an
additional
$62 million in debt in 2005 and why you paid $59 million in
dividends
to Cendant.
7. We note from page 84 that you expect to rely on unsecured
corporate borrowings to fund $750 million in capital improvements
in
2006.  Please disclose your anticipated available borrowing
capacity
following the separation.

Financial Obligations, page 84
8. Please disclose how your borrowing capacity would change
following
the separation.  We note the helpful table on borrowing capacity
as
of December 31, 2005.

Contractual Obligations, page 89
9. Please advise us why the pro forma chart does not reflect the
repayment by Cendant of borrowings under the $600 million asset-
linked facility, as discussed on page 85.

Business, page 101
10. Where relevant, please provide the disclosure required by Item
101(d) of Regulation S-K.
11. Please tell us whether you do business in any of the following
countries: Cuba, Iran, Iraq, North Korea, Sudan or Syria.  We may
have further comment.

Wyndham Hotel Group-Overview, page 103
12. Please provide us with support for your assertions that
Wyndham
is the world`s largest lodging franchisor and that TripRewards is
the
world`s largest hotel loyalty program, as measured by number of
hotels.  Similarly, please provide us with support for your
assertions on pages 113 and 118 that RCI Global Vacation Network
is
the world`s largest vacation exchange network and that Wyndham
Vacation Ownership is the world`s largest vacation ownership
business.

Wyndham Vacation Ownership-Servicing and Collection Procedures,
page
125
13. Please discuss in more detail how you assess performance of
your
loan portfolio.  Also, please disclose your default rates.

Employees, Properties and Facilities..., page 128

Government Regulation, page 128

Regulations Applicable to the Vacation Ownership Business, page
131
14. Please revise your disclosure to discuss the potential impact
of
federal and state securities laws on the sale of timeshare
interests
and the impact of state foreclosure laws, including anti-
deficiency
statutes, on your ability to take action with respect to borrowers
in
default.

Legal Proceedings, page 133
15. Please revise your description of these suits to remove
disclosure representing your "belief" as to the strength or merit
of
your defenses.  These are legal conclusions that you are not
qualified to make.  In the alternative, you may file as an exhibit
to
this registration statement a supporting legal opinion.  Also,
with
respect to the Cendant lawsuits, for which you are 30% liable,
please
describe the six other actions or tell us why you do not believe
that
additional disclosure is warranted.

Management, page 137

Executive Compensation, page 142

Summary Compensation Table, page 142
16. Please advise us why you omitted from the table the
forgiveness
of the loan to Mr. Hanning in the amount of $225,000.  In
addition,
please advise us why you believe that Item 402(b)(2)(v) permits
you
to exclude other compensation that in aggregate is less that
$100,000.

Employment Contracts..., page 145
17. Once available, please file these agreements as exhibits to
your
registration statement and revise your disclosure to reflect the
final terms.

Security Ownership of Certain Beneficial Owners and Management,
page
153
18. In order to make it easier for investors to assess the
information contained in this section, please include footnote
disclosure of stock-based awards subject to accelerated vesting
that
are not included in these share counts.

Certain Relationships and Related Party Transactions, page 155

Agreements with Cendant, Realogy and Travelport, page 155
19. Please confirm that you will amend your Form 10 to reflect
material changes to the separation agreements described here.  It
is
not appropriate to qualify your disclosure by reference to
agreements
that have not yet been finalized.

Transfer of Assets and Assumption of Liabilities, page 156
20. It appears that Cendant`s vehicle rental segment will not be
assigned a share of Cendant`s corporate liabilities.  Please
explain
why or clarify your disclosure.  Also, please describe with more
specificity the corporate assets in which you have a 30% interest.

Where You Can Find More Information, page 178
21. Please revise to include the correct address of the
Commission.

Index to Financial Statements, page F-1
22. Please update your financial statements pursuant to Rule 3-12
of
Regulation S-X.

Combined Balance Sheets, page F-4
23. Please revise to include a pro forma balance sheet alongside
the
historical balance sheet for the most recent period presented
giving
effect to the $730 million dividend to be paid to Cendant but not
any
of the proceeds that will be required to pay this dividend.  Refer
to
the requirements in SAB Topic 1:B:3.

Combined Statement of Cash Flows, page F-5
24. We note that you classify the changes in amounts due to
Cendant
related to income taxes as a component of cash provided by
operating
activities.  We do not understand why you have not allocated any
portion of the net advances made to Cendant during the periods
presented against the income taxes payable to Cendant.  In this
regard, we believe that the change in amounts due to Cendant
should
be reported on a net basis in your statement of cash flows since
the
substance of the change in amounts due to Cendant appear to be
continuously settled on a net basis as evidenced by your
classification of these amounts on a net basis in your combined
balance sheet and anticipated settlement in connection with the
spin-
off.  As such, please revise to present the change in amounts due
to
Cendant on a net basis in your statement of cash flows or further
explain to us why you believe your current classification is
appropriate.

Note 2 - Summary of Significant Accounting Policies, page F-7
25. We read your disclosure on page 109 concerning your
TripRewards
and Wyndham ByRequest loyalty programs.  Please revise your
significant accounting policy disclosures to include a discussion
of
your accounting policy with respect to your loyalty programs.
Your
disclosure should sufficiently explain how the program operates as
well as the interaction of points accumulation and redemption and
how
you account for the accumulation and redemption in your financial
statements.  In this regard, please also disclose the amounts
associated with your loyalty program and where such amounts are
recorded in your financial statements.

Vacation Exchange and Rental, page F-9
26. We note that you recognize vacation rental fees in the period
that the rental reservation is made, net of expected
cancellations.
Please provide us with a summary of the services you provide under
these arrangements and the relevant terms of your vacation rental
agreements including, but not limited to, the payment provisions,
customer acceptance and the impact of any cancellation provisions
with the end user.  In addition, please advise us and revise to
disclose how you meet the criteria for revenue recognition at the
time of reservation.  Refer to SAB Topic 13(A)(4)(a) and
13(A)(4)(d).
Vacation Ownership, page F-10
27. For sales of vacation ownership interests under the full
accrual
method, please advise us and revise your disclosure to clarify
whether you also meet the continuing investment criteria.  Refer
to
paragraph 5(b) of SFAS 66.
28. We note that you use the percentage of completion method to
account for the sales of vacation ownership interests during
periods
of construction, subsequent to the preliminary construction phase
and
upon assurance that the property will not revert to rental
property.
Please clarify the average duration between the signing of a sales
contract, the receipt of the down payment and the delivery and
occupancy of the vacation ownership interest.  In addition, please
revise to disclose how you meet the requirements in paragraph
37(a)
through 37(d) of SFAS 66, including how the sale meets the
requirements of paragraphs 4 and 12 of SFAS 66.  In this regard,
please also clarify whether the buyer of the vacation ownership
interest has met the continuing investment criteria during the
period
between the signing of the sales contract and the delivery of the
unit or interest.  Refer to paragraph 37(d) of SFAS 66.

Note 6 - Income Taxes, page F-20 - F-22
29. We note your disclosure that the decrease in your effective
income tax rate relates primarily to a restructuring of your
foreign
subsidiaries which has created a deferred tax asset during 2005.
Since the above change in your effective rate has a material
impact
on your reported results, please advise us and revise your
disclosure
to further explain the restructuring of your foreign subsidiaries
and
how this results in an increase in your deferred tax asset and
deferred tax benefit during 2005.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Matthew Maulbeck at 202-551-3466 or Josh
Forgione, Assistant Chief Accountant, at 202-551-3431 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3852 with any other questions.

Sincerely,

Michael McTiernan
Special Counsel

cc:	Thomas Greenberg (via facsimile, 917-777-7886)
	SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Eric J. Bock, Esq.
Cendant Corporation
June 7, 2006
Page 1

</TEXT>
</DOCUMENT>