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RESPONSE LETTER

June 30, 2008

Via EDGAR AND HAND DELIVERY

Daniel Gordon, Branch Chief

Jessica Barberich, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Wyndham Worldwide Corporation

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

Filed 02/29/2008

Form 10-Q for the quarter ended March 31, 2008

Filed 05/08/2008

File No. 001-32876

Dear Mr. Gordon and Ms. Barberich:

     On behalf of Wyndham Worldwide Corporation (the “Company”, “we” and
“our”), we transmit herewith for the Staff’s consideration our response to the comments
issued by the staff of the Securities and Exchange Commission (the “Staff”) in a comment
letter dated June 17, 2008 (the “Comment Letter”) relating to the Form 10-K for the year
ended December 31, 2007, filed by the Company on February 29, 2008, and (with respect to question
five in the Comment Letter) also relating to the Form 10-Q for the quarter ended March 31, 2008,
filed by the Company on May 8, 2008. For ease of reference and to facilitate the Staff’s review,
the headings and numbered paragraphs of this letter correspond to the headings and paragraph
numbers contained in the Comment Letter and we have reproduced the text of the Staff’s comments in
bold. Capitalized terms used herein have the meanings ascribed to them in the above referenced
Company filings.

     We are available at your convenience to discuss these matters with you.

June 30, 2008

Page 2

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

General

    1.

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

    RESPONSE:

    We utilize third party valuation firms to assist us in determining the fair or carrying
value of the assets and liabilities discussed in the disclosures referred to in your
comment. Management provides the assumptions, including both quantitative and qualitative
information, about the specified asset or liability to the third party valuation firms. We
primarily utilize the third parties to accumulate the data from multiple sources and
assemble a report that summarizes the information obtained. We then use that information
to determine the fair or carrying value. The third party valuation firm is supervised by
Company personnel who are knowledgeable about valuations and fair value. The Company
evaluates the qualifications of the third party firm and the appropriateness of the
valuation methodology utilized.

    The three third party valuations referenced in the financial statements are as follows:

    a.

    The valuation noted on page 66 related to the calculation of fair
value of the guarantees assumed as part of the spin-off on July 31, 2006 from
Cendant Corporation, our former parent company. Cendant engaged the third party
valuation firm. The Company along with other Cendant companies provided data to
the third party valuation firm relating to tax indemnifications, deferred
compensation, litigation and other contingencies. The data provided included
probabilities of certain outcomes, discount rates, expected cash payments and
many other assumptions.

    b.

    The valuation noted on page F-12 related to the periodic valuation
of our points-based loyalty program redemptions. The Company provided the point
redemptions by time period, the time lapse for customer redemptions, special
promotions impacting redemption
volume or timing, the cost of redemptions, points needed for redemptions and other
factors.

June 30, 2008

Page 3

    c.

    The valuation noted on page F-13 related to calculating the value
of two trademarks. The Company assessed the impact of its decision to phase out
the use of its Fairfield and Trendwest trademarks on the carrying value of such
trademarks. The Company provided the cash flows generated by the two trademarks,
the discount rate, applicable tax rates and royalty rates.

The final decision as to the fair value of the asset or liability is determined by
management based upon the results of the work performed by the third party valuation firm
as well as management’s judgment.

Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Year ended December 31, 2006 vs. Year ended December 31, 2005, page 55

    2.

    You disclose that you made operating changes 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.

    RESPONSE:

    By way of background, the Company notes that Statement of Financial Accounting Standards
(“SFAS”) No. 152, Accounting for Real Estate Time-Sharing Transactions, (“SFAS 152”)
requires that time-sharing transactions be accounted for in accordance with AICPA Statement
of Position 04-2, Accounting for Real Estate Time-Sharing Transactions (“SOP 04-2”). One
of the conditions necessary for the recognition of revenue at the point of sale is that the
buyer of a vacation ownership interest (“VOI”) is sufficiently committed per paragraph 5(b)
of SFAS No. 66 Accounting for Sales of Real Estate (“SFAS 66”), as demonstrated by the
buyer’s initial and continuing investment. Paragraphs 24 and 25 of SOP 04-2 state:

.24 In applying the tests for adequacy of buyer’s commitment in paragraph 5(b)
of FASB Statement No. 66, the seller should reduce its measurement of the buyer’s
initial and continuing investments by the excess described in paragraph 17 of this
SOP, unless the incentive is conditioned on sufficient future performance (in the
form of the buyer meeting his or her contractual obligations associated with the

June 30, 2008

Page 4

purchase of the time-sharing interval) by the buyer. One example is the seller
offering to pay the buyer’s second year of maintenance fees if the buyer remains
current on his or her contractual obligations for one year. Another example is the
seller offering the buyer an airline voucher if the buyer makes the first six
monthly payments in a timely manner. If the incentive is conditioned on future
performance by the buyer, the seller should determine whether the future
performance is sufficient to meet the initial and continuing investments criterion
for the buyer’s commitment.

.25 In order for future performance by the buyer to be sufficient, the
contractual payments (principal and interest) required from the buyer in order to
receive the incentive should be at least equal to the fair value of the incentive.
For example, upon the sale of a $10,000 time-sharing interval, the seller receives
a $1,000 down payment and will provide the buyer with a $500 incentive,
conditioned on future performance of the buyer. The buyer’s contractual monthly
note payment is $175. If the buyer is directly or indirectly required to make at
least three monthly payments (totaling $525) before becoming entitled to the
incentive, the buyer’s initial and continuing investments under paragraph 5(b) of
FASB Statement No. 66 would not be reduced for the incentive. The buyer’s required
contractual payments should cover both the value of the incentive and interest on
the unpaid portion of the incentive (that interest was ignored in this example for
simplicity).

In conjunction with the adoption of SFAS 152, the Company prospectively modified the terms
and conditions of the incentives it provides to buyers of VOIs, to require such buyer to
make monthly payments sufficient to cover the fair value of the incentive, prior to the
buyer having the right to use the incentive. This operational change resulted in the
purchaser meeting the buyer’s initial and continuing investment criteria under paragraph
5(b) of SFAS 66 and the conditions of paragraph 25 of SOP 04-02. Without this added
condition, a portion of the revenue associated with VOIs sold in 2006 after the adoption of
SFAS 152 would have been deferred until a future period since the necessary conditions
described in paragraph 25 of SOP 04-2 would not have been met.

June 30, 2008

Page 5

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 operating 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.

    RESPONSE:

    Our statement of income, as shown on page F-3 of the December 31, 2007 Form 10-K, conforms
to Rule 5-03 of Regulation S-X in that “net sales and gross revenues” and “costs and
expenses applicable to sales and revenues” are segregated from “non-operating income” and
“interest and amortization of debt discount and expense.” Presenting interest income
earned from our timeshare receivables as part of net revenues is consistent with our
business model in which such consumer financing is an integral part of the operations of
our timeshare business. Financial Accounting Standards Board Concept Statement No. 6,
Elements of Financial Statements (“SFAC 6”), paragraph 78, states “Revenue are inflows or
other enhancements of assets of an entity or settlements of its liabilities from delivering
or producing goods, rendering services, or other activities that constitute the entity’s
ongoing major or central operations.” The consumer finance receivables that generate
interest income are a direct result of the sale of the timeshare products to the consumer.
Providing consumer financing for the sale of the timeshare product is an integral part of
selling timeshare. Paragraph 3 of SOP 04-02 states in part: “most sales of time-sharing
intervals are to retail consumers, who often choose to use seller-provided financing.
Although certain financial institutions will participate in the securitization or
hypothecation of portfolios of time-sharing receivables, financial institutions typically
will not finance the purchase of individual time-sharing intervals. Therefore, a majority
of the sales price is often financed by the time-share seller through a promissory note
signed by the buyer”. The consumer receivables are eligible for use as collateral in
borrowings from investors (i.e., securitized) to generate cash. The borrowed funds are
then recorded as securitized borrowings. The interest expense on such securitized
borrowings is recorded as an operating expense since it is directly related to the assets
that produce the consumer finance revenues. Consumer financing and the related securitized
borrowings are both an integral part of the timeshare business operations.

June 30, 2008

Page 6

In addition, the Company believes that it is more transparent to investors to see the
consumer finance interest income as part of operating revenues and the related interest
expense on such consumer finance securitized borrowings as operating expense since it is
directly attributable to the operations of the timeshare business. In contrast, the
Company’s other interest income relates to other investment activities that are not
directly related to the Company’s product offerings and are thus reported below operating
income. Similarly, the Company’s interest expense is related to its general debt
obligations as part of its capital structure and, therefore, is also reported below
operating income.

The Company believes that the presentation of consumer finance interest income as revenues
and consumer finance interest expense as operating expense is consistent with the related
literature and is the most useful presentation to a user of the financial statements.

Consolidated and Combined Statements of Cash Flows, page F-5

    4.

    We note that you include increases in restricted cash as an investing cash outflow in your
statements of cash flows. We also 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.

    RESPONSE:

    As described in the notes to the consolidated financial statements, restricted cash
primarily consists of amounts separately held based upon the terms of receivables
securitizations, as well as deposits received on sales of VOIs that are held in escrow
until a certificate of occupancy is obtained, the legal rescission period has expired and
the deed of trust has been recorded in governmental property ownership records. The
largest portion of our restricted cash relates to securitizations, which accounts for 65%
of our total restricted cash balance at December 31, 2007, while the remaining portion
primarily relates to escrow deposits on sales of VOIs.

    The cash collected from the consumer receivables that are collateral for the asset-backed
borrowings is maintained in bank accounts that are legally restricted for the protection of
the holders of the asset-backed bonds. The terms of the securitization set forth the terms
and conditions of when the cash

June 30, 2008

Page 7

can be released to the Company. In addition, the terms of the securitization require the
Company to hold certain minimum levels of cash restricted in a separate account (normally
2% of the outstanding principal) for the protection of the holders of the asset-backed
bonds.

Restricted cash related to deposits on VOI sales are held as certain states, primarily
Hawaii, require the seller of timeshare to hold cash collected on such sales until such
time as the construction is complete, the statutory rescission period has elapsed and the
real estate has been deeded to the purchaser. The escrow requirement is determined by
state law in order to protect the consumer purchasing the VOI. Until all three criteria
have been met, the Company cannot legally access such funds even though the funds are in an
account held by the Company.

In preparing our consolidated financial statements, we have determined that restricted cash
should not be presented as a cash and cash equivalent.

Rule 5-02, paragraph 1, of Regulation S-X states the following,

“Cash and cash items. Separate disclosure shall be made of the cash and cash items
which are restricted as to withdrawal or usage. The provisions of any restrictions
shall be described in a note to the financial statements. Restrictions may include
legally restricted deposits held as compensating balances against short-term
borrowing arrangements, contracts entered into with others or company statements
of intention with regard to particular deposits; however, time deposits and
short-term certificates of deposit are not generally included in legally
restricted deposits. In cases where compensating balance arrangements exist but
are not agreements which legally restrict the use of cash amounts shown on the
balance sheet, describe in the notes to the financial statements these
arrangements and the amount involved, if determinable, for the most recent audited
balance sheet required and for any subsequent unaudited balance sheet required in
the notes to the financial statements. Compensating balances that are maintained
under an agreement to assure future credit availability shall be disclosed in the
notes to the financial statements along with the amount and terms of such
agreement.”

We believe that cash t