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Revised SEC Response Letter to Amendment 3

 Wyndham Worldwide Corporation

 Seven Sylvan Way

 Parsippany, New Jersey

 (973) 496-8900

 July 7,
2006

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-4561

Attn:
Michael McTiernan, Esq.

Special Counsel

RE:
Wyndham Worldwide Corporation

Second Amendment to Registration Statement on Form 10

Filed June 26, 2006

Commission File No. 001-32876

 Dear
Mr. McTiernan:

 Wyndham Worldwide Corporation (the “Company” or “we”) is hereby responding to comments by the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 29, 2006 (the “Comment Letter”), in connection with the above-captioned Amendment No. 2 to
Registration Statement on Form 10 (the “Registration Statement”). In addition, we have included with this response Attachment A, which includes certain sections of the form of information statement (the “Information
Statement”) included in Amendment No. 3 to Registration Statement, which is being filed simultaneously with this response, to show additional changes we have made in the Information Statement to address the Staff’s comments.

 In light of the direction provided to us in our conversations with the Staff on July 6, 2006, we have presented our response in the
form of a single answer to both comments contained in the Comment Letter so that we can fully explain the Company’s revenue recognition policies in a comprehensive format which we believe provides the information sought in your questions in a
more responsive manner. In addition, our response encompasses the representations made to the Staff during our conference call with the Staff on June 28, 2006 and addresses the specific questions raised by the Staff during our conversations and
in previous comment letters.

 We have prepared our response to describe in detail the various revenue recognition scenarios for our sales
of Vacation Ownership Interests (“VOIs”).

 Introduction

 In 2005, we generated approximately $1.4 billion in gross VOI revenues (as disclosed on page 28 of the Information Statement). Such revenues are the
result of sales contracts executed between the Company and purchasers of VOIs. During 2005, VOI purchasers paid the full purchase price in cash for approximately 25% of our gross VOI sales, while the remaining purchasers (approximately 75%) elected
to utilize financing provided by us. We recognize the revenue on executed sales contracts once the criteria in SFAS 66 are met (as detailed below). The purchaser’s rights to the relevant VOI purchased begin upon the execution of the sales
contract without regard to (a) whether the purchaser (i) paid the purchase price in the contract in full with cash upon execution or (ii) paid a down payment of at least 10% and chose financing provided by us for the remainder of the
purchase price and (b)

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whether the building to which the relevant VOI relates is (i) completed or (ii) under construction. In transactions where purchasers elect
financing provided by us, such purchasers are required to make monthly payments starting no later than 45 days after the minimum 10% down payment is received, regardless of whether the VOI purchased is in a fully completed timeshare building or a
partially completed timeshare building. Such monthly payments are required to amortize the financed balance over a customary period for this type of financing contract. Generally, the amortization period is seven or ten years. We believe that the
other terms of the financing contract are at market and are customary for the sale of VOIs.

 We recognize revenues with respect to VOI
sales under the following four different scenarios:

  I
The full accrual method where no seller financing is provided

 II
The full accrual method where seller financing is provided

III
The percentage-of-completion (“POC”) method where no seller financing is provided

IV
The POC method where seller financing is provided

I.
Full Accrual Method Where No Seller Financing is Provided

 The following describes a typical scenario where we would recognize revenues on a sale of a VOI under the full accrual method where no seller financing is provided:

 The Company has a fully completed timeshare building and the purchaser acquires the relevant VOI with 100% of the purchase price paid in cash to the
Company at closing when the sales contract is signed by the purchaser. The signing of the sales contract and receipt in cash of the full purchase price by the Company are simultaneous. However, since the purchaser has the opportunity to rescind his
or her sales contract for some period of time following execution, the Company does not recognize revenues on a sale until the relevant rescission period has passed (which rescission periods vary by state).

 We record revenues based upon the criteria set forth in paragraph 3 of SFAS No. 66 based on the fact that:

  i.
the VOI is sold,

 ii.
the profit is determinable since the sale price is reasonably assured in full (the sale price is established at the time the contract is signed), and

iii.
the earnings process is complete since the Company does not have to perform any other significant activities after the sale to earn the profit.

 We recognize revenues under the full accrual method is further supported by Paragraphs 5 and 6 of SFAS No. 66 (Paragraph 5 a-d) as follows:

i.
The sale is consummated (SFAS 66 Paragraph 6 (a-d)) as follows:

a.
the parties are bound by the terms of the contract that is signed at closing, after the statutory rescission period has elapsed,

b.
all consideration has been exchanged, since the Company provides the purchaser with the VOI and the Company is paid 100% of the purchase price at the same time,

c.
there is no financing, since the Company receives 100% of the purchase price in cash at the time of the sale, and

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d.
all conditions to the closing have been satisfied since there are no contingencies to the sale. As described above, the Company recognizes revenues once the statutory rescission
period has elapsed.

 ii.
There is no need to evaluate the purchaser’s initial and continuing investment, as 100% of the purchase price for the relevant VOI is paid at the time of purchase.

iii.
There is no receivable since 100% of the purchase price for the relevant VOI is paid at the time of purchase (i.e., at the time the sales contract is executed).

iv.
The seller has transferred to the purchaser the usual risks and rewards of ownership and does not have continuing involvement with the VOI. The purchaser owns 100% of the VOI as
100% of the purchase price was received by the Company at time of the signing of the contract. The purchaser receives a deed (or equivalent) to the VOI as soon as practically possible following the signing of the contract.

II.
Full Accrual Method Where Seller Financing is Provided

 The following describes a typical scenario where we would recognize revenues on a sale of a VOI under the full accrual method where seller financing is provided:

 The Company has a fully completed timeshare building and the purchaser acquires the relevant VOI with a minimum 10% down payment, with the Company
providing seller financing for the remaining portion (not to exceed 90%) of the purchase price. The Company does not offer any third party financing. In addition, if the purchaser makes a down payment of less than 10% of the purchase price, the
Company accounts for any monies received from the purchaser as a deposit until a 10% down payment has been received by the Company.

 As described in Item I
above, the criteria for recognizing revenues under Paragraph 3 of SFAS 66 have been met.

 We recognize revenues under the full accrual
method in accordance with paragraphs 5 and 6 of SFAS No. 66 (Paragraph 5 a-d) based on the fact that:

  i.
The sale is consummated (SFAS 66 Paragraph 6 (a-d)) as follows:

a.
the parties are bound by the terms of the contract that is signed at closing, once the statutory rescission period has elapsed,

b.
all consideration has been exchanged, as the Company provides the purchaser with a VOI, while the Company receives a minimum 10% initial cash down payment, plus a financing contract
for the remaining 90%. All of this consideration is exchanged at the time of closing,

c.
permanent financing has been arranged. The purchaser signs a financing contract with the Company for the balance of the purchase price at the time the sales contract is signed, and

d.
all conditions to the closing have been satisfied. After the minimum 10% down payment has been received by us and the financing contract for the balance of the purchase price is
signed, the purchaser will receive delivery of the VOI deeded interest (or equivalent) and we will have transferred the usual risks and rewards of ownership. As described above, we do not recognize revenues until the statutory rescission period has
elapsed.

 ii.
The purchaser’s initial and continuing investments are adequate to demonstrate commitment to pay for the VOI.

a.
Initial Investment

 3

Ø

The purchaser’s initial investment is represented by the cash received as a down payment (SFAS 66 Paragraph 9). The Company does not include in the initial investment the types
of loans or payments described in SFAS 66 Paragraph 10.

Ø

The initial investment represented by the minimum 10% down payment is deemed sufficient to satisfy the minimum investment criteria by demonstrating the purchaser’s commitment
to pay for the VOI and a reasonable likelihood that the seller will collect the receivable.

Ø

As noted in SFAS No. 66 Paragraph 54, the “single-family residential property (including condominium or cooperative housing)” and related subsection “secondary
or residential residence,” 10% is an acceptable minimum initial investment expressed as a percentage of sales value (SFAS 66 Paragraph 11).

b.
Continuing Investment

Ø

The purchaser is required to commence monthly payments, comprised of interest and principal, not more than 45 days from the date that the financing contract is signed and the
minimum 10% down payment is received.

Ø

The financing contracts generally have seven or ten year terms and require equal monthly payments that fully amortize the financing contract balance over the stated term. Based on
the Company’s and its predecessors’ approximately 25 years of experience in this industry and their having provided a significant amount of seller financing to purchasers, the Company believes that seven or ten years is within normal and
customary periods for amortization of this type of loan.

Ø

Based on the Company’s and its predecessors’ approximately 25 years of experience in the industry, the Company has a significant collection history that it believes
demonstrates the Company’s ability to reliably estimate the collectibility of its receivables and that provides reliable evidence that the majority of borrowers will perform under their financing contracts.

III.
POC Method Where No Seller Financing is Provided

 The following describes a typical scenario where we would recognize revenues on a sale of a VOI under the POC method where no seller financing is provided:

 The Company has a partially-completed timeshare building and the purchaser acquires the VOI in such partially-completed timeshare building by paying to the Company 100% of the purchase price at closing when the
contract is signed by the purchaser. The signing of the contract and receipt in cash of the full purchase price by the Company are simultaneous.

 We
recognize revenues under the POC method once the statutory rescission period has elapsed (the duration of which varies by state) as the criteria for the full accrual method set forth in Item I above, have been met, except for the fact that the
relevant timeshare building is still under construction.

 We recognize the revenues under the POC method based upon Paragraph 37 of SFAS
No. 66:

a.
Construction is beyond a preliminary stage.

 Prior to recognizing the revenues under the percentage-of-completion method, the Company’s accounting staff communicates with construction personnel at the
relevant timeshare resort to ensure that this criterion has been met for the partially-completed building in which the relevant VOI sale is made. The Company’s criteria for determining that construction is beyond a preliminary stage are based
on confirmation of completion of engineering and design work,

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execution of construction contracts, site clearance and preparation, excavation, and completion of the building foundation.

b.
The purchaser is committed to the extent of being unable to require a refund, except for non-delivery of the VOI.

The commitment of the purchaser is identical in both the case of the purchase of a VOI in a completed building (Item I above) and the purchase of a VOI in a building under
construction (this Item III). The purchaser has paid 100% of the purchase price at closing and signed a contract. The purchaser is only entitled to a refund if non-delivery occurs. As discussed above, the Company does not begin to recognize revenues
until the mandatory statutory rescission period has elapsed (which varies by state).

c.
Sufficient VOIs have already been sold to assure that the entire property will not revert to rental property. In determining whether this condition has been met, the Company
considers the requirements of state law, the timesharing contract and minimum sales levels.

In the approximately 25 years that the Company and its predecessors have been involved in the vacation ownership business, none of its properties have ever reverted to a rental
property. In addition, the Company has no intention of converting future vacation ownership buildings into rental properties.

d.
Sales prices are collectible, because the Company received 100% of the purchase price from the purchaser at closing; therefore, there is no need to evaluate the sale for initial and
continuing investment because 100% of the purchase price is received at the time of sale.

e.
Aggregate sale proceeds and costs can be reasonably estimated. Consideration is given to sales volume, trends of VOI sale prices, demand for the VOIs (including seasonal factors),
the developer’s experience, geographic location and environmental factors.

As referenced above, the Company and its predecessors have been in the business of developing vacation ownership resorts for approximately 25 years, and the Company currently has a
staff of approximately 60 employees in the product development department who have extensive experience in the construction industry. This extensive industry experience and knowledge provides the Company with an adequate basis to provide estimates
that are materially accurate for use in the percentage-of-completion calculation. In addition, many of the construction contracts that the Company enters into are fixed-price contracts that further increase the accuracy of the cost amounts utilized
in the percentage-of-completion calculation.

IV.
POC Method Where Seller Financing is Provided

 The following describes a typical scenario where we would recognize revenues on a sale of a VOI under the POC method where seller financing is provided:

 The Company has a partially-completed timeshare building and the purchaser acquires the VOI in such partially-completed timeshare building with a minimum 10% down payment, with the Company providing financing for the
remaining 90% (or less) of the purchase price.

 We apply the same criteria as described in Item II above (as it relates to the criteria for revenue
recognition where seller financing is provided), and Item III above (as it relates to the criteria for utilization of the POC accounting method) (Paragraph 37 of SFAS 66).

 In addition, we also note that SOP 04-2 supports our past and current revenue re