SecProbe.io

June 8, 2010
  Thomas G. Conforti Chief Financial 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  Schedule 14A Filed April 1, 2010 File No. 001-32876

Dear Mr. Conforti:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Schedule 14A

 Oversight of Risk Management, page 10

1. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please tell us  of the basis for your conclu sion that disclosure is not
necessary, and describe the process y ou undertook to reach that conclusion.
 Shareholder Voting for Electi on of Directors, page 16

2. For each director and director nominee, briefly discuss the specific experience,
qualifications, attributes or skills that led to  the conclusion that the person should serve as
a director.  Please see Item 401(e )(1) of Regulation S-K.

Thomas G. Conforti
Wyndham Worldwide Corporation  June 8, 2010 Page 2

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provide a written 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.

Please contact Phil Rothenberg at (202) 551-3466 or me at (202) 551-3655 with any
questions.

Sincerely,

Sonia Barros Special Counsel