EXHIBIT 2.4


               THIS AMENDMENT NO. 1 dated as of March 27, 1996 to the
     Agreement and Plan of Merger dated as of February 19, 1996, among
     SIERRA ON-LINE, INC., a Delaware corporation (the "Company"), CUC
     INTERNATIONAL INC., a Delaware corporation ("Parent"), and LARRY
     ACQUISITION CORP., a Delaware 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 1.10 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 1.10(a) of the Merger Agreement is hereby
     amended by deleting the words: "cancelled and, in lieu thereof, Parent
     shall issue to each holder of a Company Stock Option an option (each,
     a "Parent Option"), to acquire, on substantially the same terms and
     subject to substantially the same conditions as were applicable under
     such Company Stock Option, including, without limitation, term,
     exercisability, vesting schedule, status as an "incentive stock
     option" under section 422 of the Code, acceleration and termination
     provisions, the same number of shares of Parent Common Stock",
     appearing in the ninth through sixteenth lines of the first sentence
     of such Section, and by substituting in lieu and stead thereof, the
     following:

               "assumed by Parent and shall constitute an option to
               acquire, on the same terms and subject to the same
               conditions as were applicable under such Company Stock
               Option, including, without limitation, term,
               exercisability, vesting schedule, status as an
               "incentive stock option" under section 422 of the Code,
               acceleration and termination provisions, the same
               number of shares of Parent Common Stock (each, a
               "Parent Option")"


























     

               2.   Section 1.10(a) of the Merger Agreement is hereby
     further amended by deleting the third and fourth sentences of such
     Section in their entirety.

               3.   Section 1.10(b) of the Merger Agreement is hereby
     amended by deleting such Section in its entirety and by substituting
     in lieu and stead thereof, the following:

               "As soon as practicable after the Effective Time, but
               not later than 30 days thereafter, Parent shall deliver
               to holders of Company Stock Options notices informing
               such holders that such Company Stock Options have been
               assumed by Parent and will constitute options to
               purchase shares of Parent Common Stock on the same
               terms and subject to the same conditions as their
               Company Stock Options (subject to the adjustments
               required by this Section 1.10 after giving effect to
               the Merger)."

               4.  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.

                                   SIERRA ON-LINE, INC.



                              By:  /s/ Kenneth A. Williams
                                   ----------------------------------------
                                   Name:  Kenneth A. Williams
                                   Title: Chairman and Chief
                                          Operating Officer



                                   CUC INTERNATIONAL INC.



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



                                   LARRY ACQUISITION CORP.



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

































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