SecProbe.io

Mail Stop 4561
         June 17, 2008
Mr. Stephen P. Holmes Chief Executive Officer   Wyndham Worldwide Corporation Seven Sylvan Way Parsippany, NJ   07054

Re: Wyndham Worldwide Corporation
  Form 10-K for the year ended December 31, 2007
  Filed 02/29/08
File No. 001-32876
 Dear Mr. Holmes:
We have reviewed your filing and have the following comments.  Please be as
detailed as necessary in your responses.  In  our comments, we 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 re view 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.

Form 10-K for the year ended December 31, 2007

General
1. We note that you refer to your use of thir d-party valuations on page 66 related to
guarantees, on page F-12 related to estim ated future redemption costs for your
loyalty programs, and on page F-13 rela ted to trademarks.  For each valuation
issue, please tell us the nature and extent  of the third party’s involvement in your
decision making process.

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation
June 17, 2008 Page 2  Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Year ended December 31, 2006 vs. Y ear ended December 31, 2005, page 55
2. You disclose that you made operating ch anges during 2006 that resulted in the
recognition of revenues that would have otherwise been deferred under the
provisions of SFAS 152.  Please explain to  us in further detail these “operating
changes” that you made.
Consolidated and Combined Statements of Income, page F-3
3. We note that you present interest income  earned from your timeshare receivables
in the Consumer Financing line of Revenues.  We also note that you include
interest expense related to  securitized debt in opera ting expenses.  Since your
company is not a bank and the presentation of interest income and interest expense is not in accordance with Rule 5- 03 of Regulation S-X, please tell us why
you believe that it is appropriate  to classify interest in this way in your statements
of income.
 Consolidated and Combined Statements of Cash Flows, page F-5

4. We note that you include increa ses in restricted cash as  an investing cash outflow
in your statements of cash flows.  We al so note your disclosure on page F-11 that
your restricted cash primarily consists of deposits received on sales of VOIs that
are held in escrow as well as separately held amounts based upon the terms of securitizations.  Please tell us  how you determined that the cash flows related to
your restricted cash should be classified as investing cash flows.  Please see SFAS
95 for reference.
 Form 10-Q for the quarter ended March 31, 2008

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
5. We note your disclosure regarding your in creased cost of s ecuritized borrowings
due to increased spreads over relevant benchmarks and increased monoline
insurance costs as a result  of the adverse conditions suffered by the asset-backed
securities and commercial paper markets in the United States beginning in the
third quarter of 2007 and continuing in 2008.  You also disclose that your ability to sell securities backed by your vacation ownership contract receivables depends
on the continued ability and w illingness of capital market participants to invest in
such securities.  Please further tell us if  your ability to acce ss the securitization
markets has been reduced as a result of the deterioration of the credit markets

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation
June 17, 2008 Page 3
since the end of 2007 and your expectations for the future.  We note that you were able to close on one $200 million securitization on May 1, 2008 with no monoline insurance; however, we also note th at in 2007 you had securitized over $700
million of receivables already by May ($155 million in February of 2007 and $600 million in May of 2007).  If your ability has been reduced, please also address how this reduction will affect your time share revenues.

******

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  understand that we may have additional
comments after reviewing your 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filing.

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation June 17, 2008 Page 4
 You may contact Jessica Ba rberich at (202) 551-3782 or  me at (202) 551-3486 if
you have questions regarding comments on the financial statements and related matters.
           S i n c e r e l y ,
Daniel Gordon  Branch Chief