SecProbe.io

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June 22, 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
		First Amendment to Registration Statement on Form 10
      Filed June 16, 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.

General
1. We note your response to prior comment 11.  In light of Syria`s
status as a country identified by the State Department as a state
sponsor of terrorism and subject to U.S. export controls, please
discuss for us the materiality of your European subsidiary`s two
affiliated resorts located in Syria, and whether your indirect
affiliation with those resorts constitutes a material investment
risk
for your security holders.  Please address materiality in
quantitative terms, including the dollar amounts of any associated
assets and liabilities, and revenues.  Please also address
materiality in terms of qualitative factors that a reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.  We note, for example, that
Arizona and Louisiana have adopted legislation requiring their
state
retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permitting divestment of state pension
fund assets from, companies that conduct business with countries
identified as state sponsors of terrorism.  We note also that the
Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the
General Assembly regarding state funds invested in companies that
have ties to terrorist-sponsoring countries.  Your materiality
analysis should address the potential impact of the investor
sentiment evidenced by these actions directed toward companies
having
business contacts with Syria.
2. It is not clear from your response to prior comment 11 whether
you
have business contacts with Cuba, Iran, North Korea, Sudan or
Syria
other than those you define as constituting "doing business" in
those
countries.  If you have other business contacts with any of those
countries, please discuss the materiality of those contacts and
whether, individually or in the aggregate, including aggregation
with
your indirect affiliation with the two Syrian resorts, they
constitute a material investment risk for your security holders.
Please address both quantitative and qualitative factors in your
response.

Notes to Unaudited Pro Forma Combined Condensed Statements of
Income

Note (c), page 86
3. We note from your disclosure on page 207 that you expect to
enter
into borrowing arrangements in connection with the separation.
Please clarify to us, and disclose in the next amendment, if you
have
a commitment from the applicable lender(s) related to these
borrowings and the interest rates you expect to incur upon which
you
have based your calculation for this adjustment.

Employee Benefit Plans

Equity Incentive Programs, page 173
4. We note from your disclosure that the aggregate value of your
2006
grant, which we understand is subject to your separation from
Cendant, will be approximately $80 million.  Please further
explain
to us how you determined that the expected financial impact
relating
to this grant will only result in approximately $3.1 million of
annual non-cash expense.  In this regard, we note that the number
of
shares or units delivered will be based on the fair market value
of
your common stock or the Black-Scholes value of a right, in the
case
of stock appreciation rights, and will vest over a four-year
period.

Financial Statements and Notes

Combined Condensed Balance Sheets, page F-4
5. Please explain to us how you determined your pro forma dividend
payable to Cendant in the amount of $1,360 million.  For instance,
we
note from your disclosure on page F-6 that you plan to use
proceeds
in the amount of $1,360 million to repay $575 million of
borrowings
outstanding under the existing asset-linked facility, which is
already reflected in your combined condensed balance sheets, with
the
remaining $785 million to be distributed to Cendant.

Note 1 - Basis of Presentation

Changes in Accounting Policies during 2006, page F-7
6. Please disclose, if material, the effects related to the
initial
adoption of SOP 04-2 and during the current period with respect to
changes in the estimate for uncollectible vacation ownership
contract
receivables and the related impact on cost of sales and inventory.
Refer to paragraphs 41 and 64 of SOP 04-2.

Note 2 - Summary of Significant Accounting Policies
Vacation Ownership, page F-27
7. We note your response to comment 28 and reissue our prior
comment,
in part.  As it relates to sales recognized using the percentage
of
completion method of accounting, please advise us and revise your
disclosure to clarify 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.

Loyalty Programs, page F-29
8. We note your response to comment 25.  Please revise to provide
a
more detailed description of your accounting for the initial
accumulation and subsequent redemption of reward points related to
your TripRewards and RCI Elite Rewards programs.  Specifically,
your
discussion should describe how you recognize revenues and expenses
related to the accumulation and redemption of points and should
quantify the amounts presented in your statements of income.  In
this
regard, please also advise us and disclose whether this activity
is
considered a component of your marketing and reservation services
that you provide to your franchisees.

      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.

      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:	Daniel E. Wolf (via facsimile, 917-777-7886)
	SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Eric J. Bock, Esq.
Cendant Corporation
June 22, 2006
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