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CORRESP

August 19, 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

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 consideration by the staff of the Securities and Exchange
Commission (the “Staff”) our response to the comments issued in a comment letter dated
August 5, 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. 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.

August 19, 2008

Page 2

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

General

    1.

    We note your response to our comment. To the extent that you continue to refer to valuation
specialists in future filings, please clarify their role in your disclosure similar to the
information included in your response to us.

    RESPONSE:

    In future filings, beginning with the Form 10-Q for the quarterly period ending September
30, 2008, if we refer to the utilization of valuation specialists, we will clarify their
role in our disclosure.

Consolidated and Combined Statements of Income, page F-3

    2.

    We note your response to our comment. In future filings, please revise your statements of
operations to include a separate expense line item for the cost of your consumer financing
revenues in accordance with Rule 5-03(b)(2) of Regulation S-X.

    RESPONSE:

    In future filings, beginning with the Form 10-Q for the quarterly period ending September
30, 2008, we will revise our statement of operations to include a separate line item for
consumer financing interest expense. Such new line item will be referred to as “Consumer
financing interest expense”.

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

    3.

    We note your response to comment 4. You state that your restricted cash relates to deposits
on VOI sales and cash collected from consumer receivables that are collateral for the
asset-backed borrowings. Based on paragraph 87 of SFAS 95 which states that appropriate
classification generally should depend on the nature of the activity that is likely to be the
predominate source of cash flows for the item, it does not appear to us that the cash flows
related to the changes in your restricted cash should be classified as investing cash flows.
Please explain.

    RESPONSE:

    We continue to believe that the changes in our restricted cash balances are appropriately
classified as investing cash flows. As we noted in response number 4 of our letter to the
Staff, dated June 30, 2008, the restricted cash balances
reported by the Company are comprised of cash that is legally restricted. We believe that cash that is legally
restricted represents an investment. Specifically,

August 19, 2008

Page 3

    we believe our restricted cash accounts are equivalent to investments whose return of
principal requires the satisfaction of conditions rather than a mere withdrawal demand.
Therefore, we believe that deposits and withdrawals of principal balances in these
restricted cash accounts represent the creation or return of an investment, which generally
should be presented as an investing activity in the statement of cash flows.

    As the Staff noted, paragraph 87 of Statement of Financial Accounting Standards (“SFAS”)
No. 95 Statement of Cash Flows (“SFAS 95”) states that “the appropriate classification
generally should depend on the nature of the activity that is likely to be the predominate
source of cash flows for the item.” Likewise, we wish to note that paragraph 86 of SFAS 95
also states that “while there is widespread agreement that the classification of cash flows
according to whether they stem from operating, investing, or financing activities provides
useful information, the Board noted that the three categories are not clearly mutually
exclusive.”

    We believe that, based upon the specific characteristics of our restricted cash accounts,
the most appropriate classification of the change in the related balances is as an
investing activity. In order to clarify this point, we have provided additional details
below regarding the nature of the activities that account for the predominate sources of
cash flows associated with our restricted cash balances. We believe the additional details
will demonstrate that the changes in our restricted cash balances are most appropriately
reflected as investing activities.

    Composition of Restricted Cash:

The largest portion of our restricted cash relates to securitizations (which the Company
accounts for as securitized borrowings and are consolidated on its balance sheet).
Restricted cash related to securitizations accounts for approximately 65% of our restricted
cash balance at December 31, 2007 and is comprised of two types: i) cash held in collection
accounts (approximately 38%) and ii) cash held in reserve accounts (approximately 27%).
The remaining portion of approximately 35% is comprised of cash held in escrow related to
our vacation ownership business (approximately 23%) and cash held in all other escrow
accounts (approximately 12%).

    Restricted Cash related to Securitizations:

i) Collection account:

In accordance with the contractual requirements of the Company’s various vacation ownership
receivable securitization structures, a dedicated lockbox account is established for each
securitization. Each lockbox account is subject to a blocked control agreement which
allows deposits from the Company, but grants the trustee control over disbursement. Any
cash deposited in the lockbox account is automatically swept into the collection account.
The collection account is

August 19, 2008

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    controlled by such trustee. For checks and credit card payments received directly by the
Company, any cash collected is first deposited into a Company-controlled cash account and
then the funds are moved to the collection account by wire transfer on a daily basis,
resulting in an increase in cash in the collection account.

    At each month end, the total cash in the collection account from the previous month is
analyzed and a monthly servicer report is prepared by the Company. This report details how
much cash should be remitted to the noteholders for principal and
interest payments and, after payment of service fees, any cash remaining is transferred by the trustee back to the Company. The monthly servicer
report is provided to the trustee in order for such trustee to distribute the cash.

    To illustrate the process described, assume the following: in March 2008, a vacation
ownership interest (“VOI”) was sold for $10,000, whereby the purchaser made a down payment
of $2,000, creating a contract receivable of $8,000. In April 2008, such VOI contract
receivable was sold into a securitization and the Company received $6,400 (an 80% advance
rate). In May 2008, the purchaser makes a $1,000 payment and such amount is deposited into
the collection account. In June 2008, the trustee distributes the $800 due to the
noteholders, and releases restrictions on the remaining $200. For the sake of simplicity,
expenses and other ancillary impacts are not presented in this example.

    The impact on the consolidated statement of cash flows from the above illustrative
transactions is as follows:

(amounts in dollars)

    Transactions

    Net Increase/(Decrease) in cash flow

    Operating

    Investing

    Financing

    1.

    Sale of VOI for $10,000

    $
    2,000

    —

    —

    2.

    Origination of contract receivable of $8,000

    —

    —

    —

    3.

    Securitization of $8,000 contract receivable at an 80% advance rate

    —

    —

    $
    6,400

    4.

    Cash collection on
securitized contract
receivable into
collection account

    $
    1,000

    ($1,000
    )

    —

    5.

    Allocation of cash from the collection
account by trustee
between the Company and
noteholders

    —

    $
    1,000

    ($800
    )

    Items 4 and 5 above involve the collection account and thus our restricted cash balance.
In item 4, the entire collection of $1,000 is remitted into the collection account, thereby
reducing the contract receivable balance and thus increasing

August 19, 2008

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    restricted cash. In item 5, during the following month, the servicer report is prepared
and the trustee distributes the cash to the noteholders, with the remaining $200 (excluding
expenses and other ancillary impacts of the transaction) released to the Company.

    The Company believes that the collection accounts have features similar to an investment,
including the fact that we earn a return, and thus deposits and withdrawals of principal
should be presented within the investing section of the statement of
cash flows.

    ii)

    Reserve account:

In accordance with the contractual requirements of the Company’s various vacation ownership
receivable securitizations, the Company holds an agreed upon percentage of the aggregate
outstanding principal balances of the VOI contract receivables collateralizing the
asset-backed notes in a segregated trust (or reserve) account as credit enhancement. Each
time a securitization closes and the Company receives cash from the noteholders, a portion
of the cash is deposited in the reserve account.

    For example, during May 2008, we closed our Sierra 2008-1 securitization. At the closing,
for this particular transaction, the Company issued $200 million of notes backed by VOI
contract receivables with an aggregate principal balance of approximately $257 million
(i.e., a 77.75% advance rate). The terms of the transaction required that a reserve
account amounting to 2.5% of the collateral value (or approximately $6.4 million) be placed
in escrow at the date of closing. As the notes are paid down on a monthly basis, on the
settlement date, cash is released to the Company on the contractual monthly settlement date
based on the reduction in the collateral balance required. Assume that in July 2008,
principal collections on the underlying VOI contract receivables results in a 5% reduction
in the collateral value. The funds released are deposited into a general/operating
account. The cash flow impact of the above transaction would be as follows:

(amounts in millions)

    Transactions

    Net Increase/(Decrease) in cash flow

    Operating

    Investing

    Financing

    1.

    Issuance of notes in May 2008

    —

    —

    $
    200

    2.

    Placing in escrow of reserve account in May 2008

    —

    ($6.4
    )

    —

    3.

    Reduction of 5% of the
collateral value in July 2008

    —

    $
    0.32

    —

    Similar to our analysis of the collection accounts, the reserve accounts are also interest
bearing, and thus similar to investments. Accordingly, the Company has

August 19, 2008

Page 6

    presented deposits and withdrawals of principal within the investing section of the
statement of cash flows.

    Cash Held in Escrow Accounts:

As noted above, approximately 35% of our restricted cash balance relates to cash held in
escrow accounts primarily at our vacation ownership business. All of the vacation ownership
and other escrow accounts have similar characteristics and circumstances and, as such, are
exemplified by the following discussion of the VOI sales escrow accounts:

    VOI sales escrow accounts

Laws in most U.S. states require the escrow of down payments on VOI sales, with the typical
requirement mandating that the funds be held in escrow until the rescission period expires.
As sales transactions are consummated, down payments are collected and are subsequently
placed in escrow until the rescission period has expired. Depending on the state, the
rescission period can be as short as three calendar days or as long as 15 calendar days. In
the case of Hawaii, the escrow laws require that 100% of VOI purchaser funds (excluding
interest payments, if any), be held in escrow until the deeding process is complete, which
can take several months. (At December 31, 2007, Hawaii escrow accounts made up
approximately 15% of the Company’s total restricted cash balance due to this more onerous
requirement).

    For illustrative purposes, assume the following related to a $10,000 cash VOI sale in
Hawaii (for the sake of simplicity, we will focus solely on the revenue portion of the
transaction):

    •

    A sale is made and the Company deposits the $10,000 in cash into a depository
account subject to a blocked control agreement. On a daily basis, the funds in
this account are swept by the trustee to a trustee controlled escrow account;

    •

    The Company records revenue of $10,000, and thus cash from operating activities
reflects a cash inflow of $10,000; and

    •

    Restricted cash increases for the $10,000 held by the trustee and thus cash
from investing activities reflects a cash outflow of $10,000.

    Once the deeding process is complete, the trustee will release the $10,000 to the Company.
As a result, restricted cash will decrease by the $10,000 remitted by the trustee to the
Company and thus cash from investing activities will reflect an inflow of $10,000.

    As evidenced by the example above, the Company believes that the nature of the activities
that are the predominate source of changes in the balance of its VOI

August 19, 2008

Page 7

    sales escrow accounts, as well as its other escrow accounts, are investing activities, and
thus presented such changes accordingly in its statement of cash flows.

    Conclusion:

We believe that cash that is restricted by contract or regulation represents an investment.
As we noted in our prior response and herein, since we are contractually limited in our
ability to withdraw funds, our restricted cash account is equivalent to an investment whose
return of principal requires the satisfaction of conditions rather than a mere withdrawal
demand. Likewise, similar to other investments, we earn a return on a substantial majority
of our restricted cash balances.

    It is also our belief that the collection of cash from a customer is an operating cash
inflow when the cash is received and that the nature of the predominate activities behind
the changes in our restricted cash balances represent deposits and withdrawals of principal
investment balances, and thus should be presented as investing activities in the statement
of cash flows.

    We respectfully note that we have considered alternate presentations of the items described
above and that, based on the specific facts and circumstances noted herein, we believe our
current presentation is the most appropriate.

Note 19 — Segment Information, page 37

    4.

    Please tell us what consideration you gave to presenting your consumer financing operations
as a separate reportable segment in accordance with SFAS 131.

    RESPONSE:

    In establishing its reportable segments, the Company followed guidance in SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”). The
Company identified the following three operating segments as reportable segments based on
the criteria set forth in paragraphs 10-15 of SFAS 131: lodging, vacation exchange and
rentals, and vacation ownership. The