EXHIBIT 2.5


               THIS AMENDMENT NO. 2 dated as of July 24, 1996 to the
     Agreement and Plan of Merger dated as of February 19, 1996, as amended
     by an Amendment No. 1 thereto dated as of March 27, 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 providing,
     among other things, 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 entered into an
     Amendment No. 1, dated as of March 27, 1996, to the Agreement and Plan
     of Merger to make certain technical amendments to Section 1.10 of the
     Agreement and Plan of Merger (as so amended, the "Merger Agreement");

               WHEREAS, the Company, Parent and Merger Sub each desires to
     enter into this Amendment No. 2 to make certain additional technical
     amendments to Section 1.10 of the Merger Agreement; and

               WHEREAS, all capitalized terms used and not defined in this
     Amendment No. 2 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: "same number of shares of Parent Common
     Stock (each, a "Parent Option") as the holder of such Company Stock
     Option would have been entitled to receive pursuant to the Merger had
     such holder exercised such option in full immediately prior to the
     Effective Time, at a price per share equal to (y) the aggregate
     exercise price for the shares of Company Common Stock otherwise
     purchasable pursuant to such Company Stock Option divided by (z) the
     number of full shares of Parent Common Stock deemed purchasable
     pursuant to such Company Stock Option; provided, however, that the
     number of shares of Parent Comon Stock that may be purchased upon
     exercise of any such Parent Option shall not include any fractional
     share and, upon exercise of the Parent Option, 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.  "Closing Price" shall
     mean, on any day, the last reported sale price of one share of Parent
     Common Stock on the NYSE.", appearing in the first sentence of such
     Section, and by substituting in lieu and stead thereof, the following:

               "number of shares of Parent Common Stock (a "Parent
               Option"), rounded down to the nearest whole share,
               determined by multiplying the number of shares of
               Company Common Stock subject to such Company Stock
               Option immediately prior to the Effective Time by
               1.225, at an exercise price per share of Parent Common
               Stock (increased to the nearest whole cent) equal to
               the exercise price per share of Company Common Stock
               immediately prior to the Effective Time divided by
               1.225; provided, however, that in the case of any
               Company Stock Option to which Section 421 of the Code
               applies by reason of its qualification as an incentive
               stock option under Section 422 of the Code, the
               conversion formula shall be adjusted if necessary to
               comply with Section 424(a) of the Code".


               2.  Except as otherwise modified by the provisions of this
     Amendment No. 2, 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. 2 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