SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April 14, 2011
 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 Fiscal Year  Ended December 31, 2010
  Filed February 22, 2011   File No. 1-32876

Dear Mr. Holmes:
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.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  General

1. You state on page 8 and else where that you operate in the Middle East, Africa, and Latin
America, regions that can be understood to include Iran, Syria, Sudan, and Cuba.  We
also note the information on your website that  you are affiliated with the Monte Rosa
Hotel & Country Club resort in Syria, and the May 2010 announcement that RCI added the Jdoudna Hotel in Syria to its internati onal vacation exchange network.  In addition,
we note on page 7 that in June 2010 you acquire d the Tryp hotel brand.  It appears from
publicly-available information that three Tryp hotels are located in Cuba.  Cuba, Iran,
Sudan, and Syria are identified by the State De partment as state sponsors of terrorism,
and are subject to U.S. economic sanctions a nd export controls.  We note that your Form
10-K does not include disclosure regarding any contacts with the referenced countries.
 Please describe to us the nature  and extent of your past, curr ent, and anticipated contacts
with Cuba, Iran, Sudan, and Syria, whether thro ugh subsidiaries, affiliates, joint ventures,
or other direct or indirect arrangements since your letters to us dated June 15, 2006 and

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation April 14, 2011 Page 2
June 26, 2006.  Your response should describe  any goods or services that you have
purchased from, or provided into, Cuba, Iran, Su dan, and Syria, directly or indirectly, and
discuss whether you have agents or employ ees in the referenced countries, and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of those countries or entit ies controlled by those governments.

2. Please discuss the materiality of your busine ss activities in, and other contacts with,
Cuba, Iran, Sudan, and Syria described in response to the foregoing comment, and
whether they constitute a mate rial investment risk for your security holders.  You should
address materiality in quantitative terms,  including the approximate dollar amounts of
any revenues, assets, and liabili ties associated with each of the referenced countries for
the last three fiscal years and the subsequent  interim period.  Also, address materiality in
terms of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potentia l impact of corpor ate activities upon a
company’s reputation and share value.  As  you may know, various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  Your  materiality analysis  should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associat ed with Cuba, Iran, Sudan, or Syria.

  We urge all persons who are responsible 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 provi de a written statement from the company
acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mr. Stephen P. Holmes
Wyndham Worldwide Corporation April 14, 2011 Page 3
You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3486 with any questions.          S i n c e r e l y ,             Daniel L. Gordon         B r a n c h  C h i e f