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Sec Transmittal letter

 Skadden, Arps, Slate, Meagher & Flom LLP

 Four Times Square

 New York, NY 10036

 212-735-3000

 July 10, 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

Commission File No. 001-32876

 Dear Mr. McTiernan:

 On behalf of Wyndham Worldwide Corporation (“Wyndham”), enclosed herewith please find changed
pages which reflect updated disclosure that will be included in the final information statement that will be mailed to stockholders of Cendant Corporation in connection with the distribution of the common stock of Wyndham. As we discussed with
Mr. Ossias this morning, the enclosed changed pages reflect planned modifications to the form of information statement included in Amendment No. 3 to the Registration Statement on Form 10 for Wyndham that was filed with the Commission on
July 7, 2006. Wyndham will file the final form of information statement (including the updates attached hereto as well as final data such as record dates, distributions dates, etc.) as an exhibit to a Form 8-K as soon as practicable following
the mailing of such information statement to Cendant stockholders. In addition, Wyndham will file, as exhibits to such Form 8-K, the relevant documents relating to the new debt instruments, including the new Credit Agreement and new Interim Term
Loan Agreement.

 Please direct any questions concerning this filing to the undersigned at (212) 735-3688.

 Very truly yours,

 /s/ Daniel E. Wolf

 Daniel E. Wolf

cc:
Geoffrey Ossias

Matthew Maulbeck

Josh Forgione

Eric J. Bock

Scott G. McLester

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•

Our revenues and profits, and in turn our financial condition, may be significantly adversely affected by exogenous events that generally adversely affect the travel industry. Such
events include terrorist incidents and threats, acts of God, war, bird flu and other pandemics, the financial instability of many of the air carriers, airline job actions and strikes, and increases in gas and other fuel prices. In addition, our
businesses may be adversely affected by a deterioration in general economic conditions or a weakening of one or more of the industries in which we operate.

•

We have not operated as an independent company and have in the past relied on Cendant for certain services. We may be unable to make the changes necessary to operate as an
independent company or to obtain these services from unaffiliated third parties on reasonable terms or at all.

•

As part of our separation from Cendant, we will be responsible for certain of Cendant’s contingent and other corporate liabilities. Assuming our separation from Cendant
occurred on March 31, 2006 and the sale of Travelport is completed, we would have recorded liabilities of approximately $321 million, which represents our share of such Cendant contingent and other corporate liabilities.

•

At the time of our separation from Cendant, we expect to incur approximately $1,360 million of debt with external lenders to repay a portion of Cendant’s debt (the amount of
which may be adjusted at the time of our separation (as more fully described elsewhere in this information statement)). Upon the completion of the sale of Travelport (as more fully described elsewhere in this information statement), which is
expected to close after our separation from Cendant, Cendant will be obligated to contribute a significant portion of the cash proceeds from such sale to us and Realogy. We estimate that our share of the $4,300 million of gross cash proceeds (which
purchase price is subject to adjustment) from such sale will be approximately $760 million, which we will use to reduce our outstanding indebtedness. Following such reduction of our indebtedness, if our Board of Directors deems it appropriate, we
may incur additional debt and use the proceeds from such additional debt for general corporate purposes, such as to repurchase shares of our common stock. If the sale of Travelport is not completed, our initial debt would not be reduced below $1,360
million and the prevailing market price of our common stock may be materially adversely affected. There can be no assurance that the closing of the Travelport sale will occur or that if it does occur that we will receive the full amount of the cash
proceeds we currently expect to receive.

  For further discussion of these risks and other risks and uncertainties that we face, see
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 The
Separation

 Overview

 On
October 23, 2005, the Board of Directors of Cendant preliminarily approved a plan to separate Cendant into four independent, publicly traded companies—one for each of Cendant’s Hospitality Services (including Timeshare Resorts), Real
Estate Services, Travel Distribution Services and Vehicle Rental businesses. The separation was to occur through distributions to Cendant’s stockholders of all of the shares of common stock of three subsidiaries of Cendant that hold or will
hold the assets and liabilities, including the entities holding substantially all of the assets and liabilities, of the businesses other than the Vehicle Rental business, which will remain after the distributions. On April 24, 2006, Cendant
announced that as an alternative to distributing shares of Travelport Inc., or Travelport, the Cendant subsidiary that holds directly or indirectly the assets and liabilities associated with Cendant’s Travel Distribution Services businesses, to
Cendant stockholders, Cendant was also exploring the sale of Travelport. On June 30, 2006, Cendant entered into an agreement to sell Travelport to an affiliate of the Blackstone Group for $4,300 million in cash. Cendant expects the sale of
Travelport to close in August 2006, subject to the satisfaction and/or waiver of certain conditions contained in the Travelport purchase agreement, and, promptly following the completion of the sale, Cendant will be obligated to
contribute a significant portion of the proceeds to us and to Realogy, which will be used to reduce our and Realogy’s indebtedness. On [            ], 2006, the Board of Directors
of Cendant approved the distributions of all

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 satisfied, if at any time the Cendant Board determines that the distribution is not in the best interests of Cendant and its stockholders or that
market conditions are such that it is not advisable to separate the Hospitality Services (including Timeshare Resorts) businesses from Cendant.

 Does Wyndham Worldwide plan to pay dividends?

 The declaration and payment of future dividends by us will be subject to the discretion of our Board of Directors and will depend upon many
factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by our
Board.

 Will Wyndham Worldwide incur any debt?

   Prior to Sale of Travelport

 Yes. In connection with our separation, we have entered into borrowing arrangements for a total of $2,000 million, comprised of a $300 million
term loan facility, an $800 million interim loan facility and a $900 million revolving credit facility. At or prior to the distribution, we expect to draw $1,360 million against those facilities and issue approximately $70 million in letters of
credit, leaving approximately $570 million available to provide liquidity for additional letters of credit and for working capital and ongoing corporate needs. All of the approximately $1,360 million of debt we expect to incur will be transferred to
Cendant solely to repay a portion of Cendant’s corporate debt (including its existing asset-linked facility relating to certain of the assets of Cendant’s Hospitality Services (including Timeshare Resorts) businesses).

 The Separation and Distribution Agreement provides for an adjustment in the amount of indebtedness we will incur in connection with our separation
in the event that the sum of the borrowings transferred by us, Realogy and Travelport to Cendant, together with the cash at Cendant then available to be utilized to repay its corporate debt, is less than or more than the amount necessary to enable
Cendant to make the Separation Payments. See “The Separation—Incurrence of Debt” for a further description of this adjustment.

 Historically, Cendant has borrowed funds under its existing asset-linked facility relating to certain of the assets of Cendant’s Hospitality
Services (including Timeshare Resorts) businesses, which amounted to $600 million, $575 million and $550 million at June 30, 2006, March 31, 2006 and December 31, 2005, respectively. These Cendant borrowings have been reflected in our
accompanying historical combined financial statements. We expect Cendant to repay the then-outstanding balance of these borrowings at the time of our separation with a portion of our initial borrowings of approximately $1,360 million.

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 In connection with the plan of separation, Cendant, which is expected to comprise the Vehicle Rental business, is expected to change its name to
Avis Budget Group, Inc. and its trading symbol to “CAR,” and the Cendant name and trading symbol are expected to be retired.

 Transfer and distribution agent

 Mellon Investor Services LLC

 480 Washington Boulevard

 Jersey City, New Jersey 07310

 Tel: (800) 589-9469

 www.melloninvestor.com

 Incurrence of debt

   Prior to Sale of Travelport

 In connection with our separation, we have entered into borrowing arrangements for a total of $2,000 million, comprised of a $300 million term
loan facility, an $800 million interim loan facility and a $900 million revolving credit facility. At or prior to the distribution, we expect to draw $1,360 million against those facilities and issue approximately $70 million in letters of credit,
leaving approximately $570 million available to provide liquidity for additional letters of credit and for working capital and ongoing corporate needs. All of the approximately $1,360 million of debt we expect to incur will be transferred to Cendant
solely to repay a portion of Cendant’s corporate debt (including its existing asset-linked facility relating to certain of the assets of Cendant’s Hospitality Services (including Timeshare Resorts) businesses). The Separation and
Distribution Agreement provides for an adjustment in the amount of indebtedness we will incur in connection with our separation in the event that the sum of the borrowings transferred by us, Realogy and Travelport to Cendant, together with the cash
at Cendant then available to be utilized to repay its corporate debt, is less than or more than the amount necessary to enable Cendant to make the Separation Payments. See “The Separation—Incurrence of Debt” for a further description
of this adjustment.

 Historically, Cendant has borrowed funds under its existing asset-linked facility relating to certain of the assets of Cendant’s Hospitality
Services (including Timeshare Resorts) businesses, which amounted to $600 million, $575 million and $550 million at June 30, 2006, March 31, 2006 and December 31, 2005, respectively. These Cendant borrowings have been reflected in our
accompanying historical combined financial statements. We expect Cendant to repay the then-outstanding balance of these borrowings at the time of our separation with a portion of our initial borrowings of approximately $1,360 million.

 Subject to market conditions, we intend to replace the interim loan facility in its entirety with a combination of public, senior unsecured
medium-term (a duration of between 3 and 10 years), non-convertible, fixed and/or floating rate bonds. As discussed below, in the event the

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Litigation”), (iv) generally any actions with respect to the separation plan or the distributions made or brought by any third party and (v)
payments under certain identified contracts (or portions thereof) that were not allocated to any specific party in connection with the separation. However, in almost all cases, contingent and other corporate liabilities do not include liabilities
that are specifically related to the business of one of the four separated companies which will be allocated 100% to the relevant company, including any liabilities related to the business disclosure in a separated company’s registration
statement on Form 10 or similar disclosure document filed or distributed in connection with the separation plan. Assuming our separation from Cendant occurred on March 31, 2006 and the sale of Travelport is completed, we would have recorded
liabilities of $321 million relating to our assumption of Cendant’s contingent and other corporate liabilities, which are reflected on our pro forma balance sheet. (See “Unaudited Pro Forma Condensed Combined Financial Statements.”)
This amount does not reflect liabilities that may be required to be established in connection with the guarantees we expect to provide Cendant in connection with the separation. Any such liabilities, which could be material, will reflect the fair
value of the guarantees, which is currently being determined.

 If any party responsible for such liabilities were to default in its
payment, when due, of any such assumed obligations related to any such contingent corporate liability, each non-defaulting party (including Avis Budget Group, Inc.) would be required to pay an equal portion of the amounts in default. Accordingly, we
may, under certain circumstances, be obligated to pay amounts in excess of our share of the assumed obligations related to such contingent and other corporate liabilities including associated costs and expenses.

 Many lawsuits are currently outstanding against Cendant, some of which relate to accounting irregularities arising from some of the CUC International,
Inc. business units acquired when HFS Incorporated merged with CUC to form Cendant. While Cendant has settled many of the principal lawsuits relating to the accounting irregularities, these settlements do not encompass all litigation associated with
the accounting irregularities. We do not believe that it is feasible to predict or determine the final outcome or resolution of these unresolved proceedings. Although we will share any costs and expenses arising out of this litigation with Realogy
(and with Travelport if the sale of Travelport is not completed), an adverse outcome from such unresolved proceedings or liabilities or other proceedings for which we have assumed partial liability under the Separation and Distribution Agreement
could be material with respect to our earnings in any given reporting period.

 Additionally, Realogy (and not us) will act as the managing
party and will manage and assume control of most legal matters related to the contingent and other corporate liabilities and assets of Cendant. Furthermore, assuming the sale of Travelport is completed, Realogy will have full control of most
decisions relating to the settlement, resolution or disposition of most legal matters relating to contingent and other corporate liabilities (including certain tax-related matters) and assets and we will be responsible for 37.5% of any payments made
in respect of such matters.

 For a more detailed description of the Separation and Distribution Agreement and treatment of certain
historical Cendant contingent and other corporate liabilities, see “Certain Relationships and Related Party Transactions—Agreements with Cendant—The Separation and Distribution Agreement.”

 As part of our separation from Cendant, we will incur substantial debt with external lenders, which could subject us to various restrictions and decrease our
profitability.

  In connection with our separation, we have entered into bor