EXHIBIT 2.2


               THIS AMENDMENT NO. 1 dated as of July 24, 1996 to the
     Agreement and Plan of Merger dated as of February 19, 1996, among
     DAVIDSON & ASSOCIATES, INC., a California corporation (the "Company"),
     CUC INTERNATIONAL INC., a Delaware corporation ("Parent"), and STEALTH
     ACQUISITION I CORP., a California corporation and wholly owned
     subsidiary of Parent ("Merger Sub").

                              W I T N E S S E T H :
                              -------------------
               WHEREAS, effective on February 19, 1996, the Company, Parent
     and Merger Sub entered into an Agreement and Plan of Merger (the
     "Merger Agreement"), providing, among other matters, for the merger of
     Merger Sub with and into the Company, upon the terms and subject to
     the conditions set forth therein;

               WHEREAS, the Company, Parent and Merger Sub each desires to
     enter into this Amendment No. 1 to make certain technical amendments
     to Section 1.11 of the Merger Agreement; and

               WHEREAS, all capitalized terms used and not defined in this
     Amendment No. 1 have the respective meanings assigned to them in the
     Merger Agreement.

               NOW, THEREFORE, in consideration of the premises set forth
     above, the parties hereto, intending to be legally bound, hereby agree
     as follows:

               1.  Section 1.11(a) of the Merger Agreement is hereby
     amended by deleting therefrom the words: "a cash payment shall be made
     for any fractional share based upon the Closing Price (as hereinafter
     defined) of a share of Parent Common Stock on the trading day
     immediately preceding the date of exercise." appearing in the first
     sentence of such Section, and by substituting in lieu and stead
     thereof, the following:

               "any fractional share shall instead be rounded up to
               the nearest whole share." 

               2.  Section 1.11(a) of the Merger Agreement is hereby
     further amended by deleting the second sentence thereof in its
     entirety.

               3.  Except as otherwise modified by the provisions of this
     Amendment No. 1, the Merger Agreement shall remain, in all respects,
     in full force and effect.

               IN WITNESSETH WHEREOF, each of the parties has caused this
     Amendment No. 1 to be duly executed on its behalf as of the date first
     above written.




























     

                                   DAVIDSON & ASSOCIATES, INC.



                              By:  /s/ Robert M. Davidson
                                   ----------------------------------------
                                   Name:  Robert M. Davidson
                                   Title: Chairman and Chief
                                          Operating Officer



                                   CUC INTERNATIONAL INC.



                              By:  /s/ E. Kirk Shelton
                                   ----------------------------------------
                                   Name:  E. Kirk Shelton
                                   Title: President



                                   STEALTH ACQUISITION I CORP.



                              By:  /s/ E. Kirk Shelton
                                   ----------------------------------------
                                   Name:  E. Kirk Shelton
                                   Title: President
      










































     NYFS01...:\01\39801\0020\1710\AMD7126P.50A