Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

212-735-3000

June 15, 2006

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Dear Mr. McTiernan:

On behalf of Wyndham Worldwide Corporation (the “Company”), we are hereby responding to comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 7, 2006 (the “Comment Letter”), in connection with the above-captioned Registration Statement on Form 10 (the “Registration Statement”). Page references contained in this response are to the form of information statement (the “Information Statement”) included in Amendment No. 1 to Registration Statement, which is being filed simultaneously with this response. For convenience of reference, each of the Staff’s comments is reproduced below in italics under the Staff’s topic headings followed in each case by the related Company response.

Summary, page 1

The Separation, page 9

Overview, page 9

Company Response:

The Company has revised the disclosure on pages 16-17, 25-26, 44 and 207 in response to the Staff’s comment. Subject to market conditions, the Company intends 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. In the event of a sale of Travelport, the Company will be required to use the portion of the proceeds contributed to it to repay and/or reduce its initial indebtedness, including the interim facility. The Company expects that this would result in its issuing a proportionally smaller amount of the bonds described above.

Summary of the Separation-Fractional Shares, page 18

Company Response:

In accordance with Question Number 6 in Staff Legal Bulletin No. 4, dated September 16, 1997, the Company’s agreement with Mellon Investor Services, LLC, its distribution agent (“Mellon”), will require Mellon to make all sales in the open market and permits Mellon, in its sole discretion, to determine when, how, through which broker-dealer and at what price to make its sales. In addition, neither the Company nor Cendant is an affiliate of Mellon or an affiliate of any broker-dealer. The Company has provided additional disclosure on pages 21-22 and 55 in response to the Staff’s comment.

The Separation, page 44

Opinion of Evercore Group, page 53

Company Response:

The Company notes the Staff’s comment. The Company has revised the disclosure on pages 64-68 to summarize the analyses that Evercore Group L.L.C. (“Evercore”) expects to undertake in arriving at its findings. Please note that the Company will update such disclosure to summarize Evercore’s findings at the time that Evercore’s opinion is delivered to the Cendant Board.

Counsels to Evercore and Duff & Phelps, LLC will supplementally furnish the Staff copies of the board books and other materials that are expected to be provided to the Cendant Board in connection with delivery of their opinions which is anticipated to occur at the time the Board approves the spin-off. The Company notes, however, that those materials will be furnished at a later date and at such time as those materials are delivered to the Cendant Board.

Management’s Discussion and Analysis, page 71

Trends, page 72

Company Response:

The Company has provided additional disclosure on page 90 in response to the Staff’s comment.

Financial Condition, Liquidity, page 82

Company Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 106 to discuss the potential liabilities relating to the tax audits disclosed on page F-39 and the Company’s liability percentage relating to audits. In addition, the Company has revised the disclosure on page 162 to discuss the Company’s Internal Revenue Service’s examinations in more detail.

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Financial Condition, page 82

Liquidity and Capital Resources, page 83

Company Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 105 relating to the intercompany funding, the treatment of intercompany transfers in connection with the separation, and financing activities.

Company Response:

The Company has revised the disclosure on page 106 in response to the Staff’s comment.

Financial Obligations, page 84

Company Response:

The Company has provided additional disclosure on page 107 in response to the Staff’s comment.

Contractual Obligations, page 89

Company Response:

The Company respectfully notes that the objective of the chart is to reflect the contractual obligations of Wyndham Worldwide after the separation. The Company has revised footnote (b) on page 113 in response to the Staff’s comment.

Business, page 101

Company Response:

The Company has revised the disclosure on page 121 in response to the Staff’s comment.

Company Response:

The Company respectfully advises the Staff that Wyndham Worldwide Corporation and its U.S. subsidiaries operating its vacation exchange and rental business do not do business, as defined herein, nor have any

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members resident in any of the following countries: Cuba, Iran, Iraq, North Korea, Sudan or Syria. The Company considers “doing business” as having an office, an affiliated resort or a vacation property which is under contract with us in any of the countries noted above. The Company’s foreign subsidiaries do not do business in Cuba, Iran, Iraq, North Korea or Sudan nor do they have their members resident in Sudan or Cuba. The Company’s foreign subsidiaries have fewer than 1,100 members, which represents 0.03% of all members, who are resident in Iran, Iraq, North Korea and Syria. A European subsidiary of the Company has two affiliated resorts located in Syria. Each of these foreign subsidiaries is independently managed, and none of the above-referenced members are permitted to make use of those services made available by one of our U.S. entities to other members.

Wyndham Hotel Group – Overview, page 103

Company Response:

The Company is supplementally providing the Staff with the requested information under separate cover.

Wyndham Vacation Ownership – Servicing and Collection Procedures, page 125

Company Response:

The Company has provided additional disclosure on page 150 in response to the Staff’s comment.

Employees, Properties and Facilities, page 128

Government Regulations, page 128

Regulations Applicable to the Vacation Ownership Business, page 131

Company Response:

In response to the Staff’s comment, the Company has provided additional disclosure on pages 156-157 under the subheading “Federal, State and International Regulation of Vacation Ownership Business.”

Legal Proceedings, page 133

Company Response:

The Company has revised the disclosure on pages 159-160 to remove the reference to its “beliefs” as to the strengths/merits of its defenses. In addition, with respect to the six additional Cendant actions for which

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the Company has agreed to be responsible, the Company has revised the disclosure on page 161 to clarify the nature of these six unresolved actions which is substantially similar to the disclosure in Cendant’s Form 10-K for the year ended 2005. Since these six actions are each similar in nature (and similar in nature to legal proceedings already described in the Form 10) and are associated with the past accounting irregularities at CUC International, Inc., the Company included detailed disclosure regarding the more material of this line of cases.

Management, pages 137

Executive Compensation, page 142

Summary Compensation Table, page 142

Company Response:

The Company has revised the Summary Compensation Table on page 169 in order to include the $225,000 in relocation loan forgiveness in Mr. Hanning’s 2003 compensation. In addition, the Company has revised the table to include 2004 and 2003 disclosure of “All Other Compensation” for each of the Named Executive Officers.

Employment Contracts…, page 145

Company Response:

The Company is still negotiating these employment agreements with the employees identified in the Information Statement. The Company expects to enter into employment agreements shortly with Mr. Holmes, its President and Chief Executive Officer, and Ms. Wilson, its Chief Financial Officer. The Company will summarize these agreements in the Information Statement and attach these agreements as exhibits to the Registration Statement. Furthermore, the Company expects to enter into employment agreements shortly with the other executive officers identified in the Information Statement. To the extent that the employment agreements are not entered into with these other executive officers prior to the mailing of the Information Statement, the Company, as required, will disclose such agreements on a Form 8-K and file such agreements as exhibits to such Form 8-K.

Security Ownership of Certain Beneficial Owners and Management, page 153

Company Response:

The Company has revised the Beneficial Ownership Table on pages 179-180 to include the requested disclosure regarding stock-based awards subject to acceleration as a result of the separation transaction.

Certain Relationships and Related Party Transactions, page 155

Agreements with Cendant, Realogy and Travelport, page 155

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Company Response:

The Company confirms that it has amended the Form 10 to reflect material changes to the Separation and Distribution Agreement and the Tax Sharing Agreement, and the Company intends to reflect any further material changes to these agreements in the Form 10 prior to the mailing of the information statement to stockholders. In addition, the final and executed versions of the Separation and Distribution Agreement, the Tax Sharing Agreement and the Transition Services Agreement will either be filed on a Form 8-K once they have been entered into or, if they have been entered into prior to the effectiveness of the registration statement, will be filed as exhibits to the Form 10.

Transfer of Assets and Assumption of Liabilities, page 156

Company Response:

In response to the Staff’s comment, the Company has added disclosure on pages 10 and 183 to explain why the vehicle rental business will not be taking a share of certain contingent or other corporate liabilities. In addition, in response to the Staff’s comment, the Company has revised the disclosure on page 183 in with respect to the corporate assets in which the Company has a 30% (or 37.5% in the event that Travelport is sold) interest to generally describe the categories of the corporate assets.

Where You Can Find More Information, page 178

Company Response:

The Company has revised the disclosure on page 209 in response to the Staff’s comment.

Index to Financial Statements, page F-1

Company Response:

The Company has updated its financial statements as of March 31, 2006 and for the quarters ended March 31, 2006 and 2005 pursuant to Rule 3-12 of Regulation S-X. In addition, the following sections of the Information Statement have been updated for such interim information: Summary Historical and Unaudited Pro Forma Combined Financial Data, Selected Historical Combined Financial Data, Unaudited Pro Forma Condensed Combined Financial Statements, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Combined Balance Sheets, page F-4

Company Response:

In response to the Staff’s comment, the Company has included its interim historical balance sheet on page F-4, which reflects a pro forma column detailing the $1,360 million dividend payable to Cendant, and which reflects an updated estimate of the Company’s capitalization.

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Combined Statement of Cash Flows, page F-5

Company Response:

In response to the Staff’s comment, the Company has restated its annual financial statements to reflect the change in presentation of the income tax provision on the statements of cash flows from an operating adjustment to an investing adjustment (reflected in net amounts due to/from parent). The Company has added explanatory language related to such change in Management’s Discussion and Analysis on page 88 and Note 22 on page F-57 to the notes to the annual combined financial statements.

Note 2 – Summary of Significant Accounting Policies, page F-7

Company Response:

The Company has provided additional disclosure on page F-29 in response to the Staff’s comment. With respect to the Staff’s comment on Wyndham ByRequest, the Company respectfully notes that such program is not a loyalty program, but a guest recognition program. The program provides returning guest members personalized accommodations, which include the members’ favorite beverages and/or snacks, and free high speed internet service and nominal airline miles for members’ favorite airlines. All of the costs of providing the service and purchasing the miles are the sole responsibility of the franchisee or hotel owner.

Vacation Exchange and Rental, page F-9

Company Response:

As described in the information statement, the Company’s vacation rental business derives it revenue principally from two types of transactions. Under the first type of transaction, the Company earns fees in

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connection with renting properties that it owns or leases under capital leases to vacation renters. In 2005, the revenue on this type of transaction approximated less than 20% of the Company’s vacation exchange and rental business revenue.

Under the second type of transaction, the Company receives fees from independent property owners in conjunction with one year, evergreen or multi-year contracts to market their rental properties. The Company provides reservation services to the independent property owners and receives an agreed-upon fee for the service provided. The fee consists of a commission determined based on the gross rental fee. The Company remits the gross rental fee received from the renter to the independent property owner, net of its agreed-upon commission. In 2005, commission fees received under this type of transaction were approximately 25% of the vacation exchange and rental revenue.

As set forth in SAB Topic 13, the Company earns revenue when persuasive evidence of an arrangement exists, delivery has occurred or the services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

Under the second type of transaction noted above where the independent property owner is the Company’s customer, the contract between the Company and the independent property owner serves as persuasive evidence that an arrangement exists. Acting as an agent for the owner, the Company recognizes its commission in the period that the rental reservation is made, because the service it performs is to make a reservation for the owner with a renter. The commission is fixed and determinable because it is determined as an agreed-upon percentage of the gross rental fee or as a set amount at the time of the reservation, as specified in the contract between the Company and the independent property owner. Under very limited circumstances, the Company refunds a portion of its commission when the end user cancels a reservation prior to their arrival. Cancellations for 2005 and 2004 totaled approximately 2% of rental transactions made.

The Company believes that recognition of revenue at the completion of the reservation process, net of expected cancellations, is appropriate even when such cancellation rights exist, because it meets the criteria articulated by the Staff’s interpretive responses to Questions 1 and 2 of SAB Topic 13(A)(4)(a). The criteria encompass the homogeneity of the related transactions, the reliability of the estimates of cancellations, the sufficiency of company-specific history of cancellations and the previously-discussed fixed nature of the commission amount determined at the outset of the arrangement. The estimate of cancellations is made for a large pool of homogeneous items (in this case, vacation reservations). With respect to reliability of the estimate, the Company believes that it is unlikely that material adjustments (either individually or in the aggregate) to previously recognized revenue would be required due to the historically small number and dollar impact of cancellations specific to the Company’s business. Finally, with respect to collectibility, at the completion of the reservation process and receipt of the vacation renter’s deposit, the Company deducts its commission from the deposit received prior to remitting the balance to the independent property owner, which is evidence of a reasonable assurance of collectibility.

The Company has revised the disclosure on pages 91-92 and F-26 – F-27 in response to the Staff’s comment.

Vacation Ownership, page F-10

Company Response:

The Company has revised the disclosure on pages 92, 116 and F-27 in response to the Staff’s comment. The Company notes that based on Paragraph 5(b) of SFAS 66, the Company meets the continuing investment criteria when the purchaser’s initial payment is a minimum of 10% of the purchase price and, for those customers where financing is provided, the continuing investment is demonstrated (contractual terms of the loan require that the level of annual payments are sufficient to amortize the loan over a customary period for the vacation ownership interest being financed).

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Company Response:

The requested information about the average duration between the signing of a sales contract, the receipt of the down payment and the delivery and occupancy of the vacation ownership interest is not data the Company normally accumulates in its operations of the vacation ownership business (since it is not directly relevant to either the Company’s compliance with local timeshare regulation nor the Company’s accounting process). However, in response to your request, the Company performed an analysis to calculate the estimated average duration between the signing of a sales contract, the receipt of the down payment and the delivery of occupancy of the vacation ownership interest. For the majority of the Company’s sales, the Company collects a down payment of at least 10% at the time the contract is signed. The estimated number of days between the signing of a sales contract and the receipt of the down payment was approximately 25 for sales recognized during 2005. However, revenue is deferred and not recognized until a 10% down payment is received. In addition, the majority of the Company’s sales relate to buildings that are completed and can be occupied at the point of sale. As such, the estimated number of days between the signing of a sales contract and the delivery of the vacation ownership interest was approximately 55 for sales during 2005.

In addition, the Company has revised the disclosure on pages F-27 in response to the Staff’s comment regarding the continuing investment criteria.

Note 6 – Income Taxes, page F-20 - F-22

Company Response:

In response to the Staff’s comment, the Company has revised its disclosure on page F-39 to further explain the restructuring of the Company’s foreign subsidiaries and how this restructuring results in an increase to a deferred tax asset and a deferred tax benefit during 2005.

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We thank you for your prompt attention to this letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct any questions concerning this filing to the undersigned at (212) 735-3688.

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