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Mail Stop 3010

             April 6, 2010
Mr. Stephen P. Holmes
Chairman and Chief Executive Officer
Wyndham Worldwide Corporation 22 Sylvan Way Parsippany, NJ 07054

Re: Wyndham Worldwide Corporation
  Form 10-K for the Year Ended December 31, 2009
Filed February 19, 2010
  File No. 1-31292

Dear Mr. Holmes:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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, 2009

General

1. We note that you have filed a proxy stat ement on April 1, 2010.  We also note
that information required by Part III of  your Form 10-K for fiscal year ended
December 31, 2009 is incorporated by reference from your proxy statement.  Please note that we may have additio nal comments after we review your
disclosure in the proxy statement.

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation
April 6, 2010 Page 2  Item 6. Selected Financial Data, page 34

2. Please tell us how you determined that “G ross Vacation Ownership Interest sales”
is not a non-GAAP financial measure subj ect to the disclosure requirements of
Item 10(e) of Regulation S-K.
 Item 15(A) Exhibits, page 73

3. We note your disclaimer in this sectio n.  General disclaimers regarding the
accuracy and completeness of disclosure, or  investor use of that information, are
not sufficient when you are aware of ma terial contradictory information, and
additional disclosure by you is appropriat e in such circumstances.  In addition,
your statements in the disclaimer appear to assert that agreements included as
exhibits are not disclosure  documents and may not be relied upon.  The fact that a
document the Commission has required you to  include with your Form 10-K is
not prepared as a disclosure document does not mean that the document does not constitute disclosure to investors.  See SEC Release No. 34-51283.  In addition,
the intent and the effect of  your disclaimer language is to undermine and to put
into question the interpretation and reliability of a document that the Commission has required you to include with your Form 10-K.  Please tell us which representations and warranties are qualified by this language.  Please also tell us
how this disclaimer is consistent with  your disclosure obligations and whether
you are aware of any material contradictory information or additional disclosure.
4. It appears that one of the exhibits that  you have filed with, via incorporation by
reference to, the Form 10-K and listed in  the exhibit index omits certain other
exhibits or schedules.  Please explain to  us why exhibit 10.29 has omissions from
it of exhibits and schedules that are part of  the filed exhibit.  Alternatively, file a
complete copy of exhibit 10.29.

*****

Please respond to these comments via EDGA R within 10 business days or tell us
when you will provide us with a response.  Please understand that we may have additional comments after reviewin g 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.

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation April 6, 2010 Page 3    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.
You may contact Jonathan Wiggins at ( 202) 551-3694 or me at (202) 551-3486 if
you have questions regarding comments on the financial statements and related matters.
Please contact Phil Rothenberg at (2 02) 551-3466 with any other questions.
          S i n c e r e l y ,

Daniel L. Gordon  Branch Chief