Exhibit 10.12(c)

                                  AMENDMENT TO
                              AMENDED AND RESTATED
                            1997 STOCK INCENTIVE PLAN
                             OF CENDANT CORPORATION


The Amended and Restated 1997 Stock Incentive Plan of Cendant Corporation (the
"Plan") is hereby amended as follows:


1.   The Section 1(h) of the Plan is hereby amended and restated to read, in its
     entirety, as follows:

                  "Common Stock" means common stock, par value $0.01 per share,
                  of the Corporation [CONSISTING OF EITHER THE SERIES DESIGNATED
                  AS CD COMMON STOCK OR THE SERIES DESIGNATED AS MOVE.COM COMMON
                  STOCK. FOR AWARDS MADE PRIOR TO THE FIRST ISSUANCE OF MOVE.COM
                  COMMON STOCK, "COMMON STOCK" SHALL REFER TO CD COMMON STOCK.]

2.   Section 3 of the Plan is hereby amended by adding a new sentence to be
     inserted after the first sentence of such section which shall read, in its
     entirety, as follows:

                  [OF THE TOTAL NUMBER OF SHARES OF COMMON STOCK RESERVED AND
                  AVAILABLE FOR GRANT UNDER THE PLAN, FIVE MILLION (5,000,000)
                  SHARES SHALL BE RESERVED AND AVAILABLE FOR GRANTS OF AWARDS
                  UTILIZING THE SERIES OF COMMON STOCK DESIGNATED AS MOVE.COM
                  COMMON STOCK.]

3.   The first sentence of the third paragraph of Section 3 of the Plan is
     hereby amended and restated to read, in its entirety, as follows:

                  In the event of any change in corporate capitalization, such
                  as a stock split or a corporate transaction, or any merger,
                  consolidation, separation, including a spin-off, or other
                  distribution of stock or property of the Corporation, any
                  reorganization (whether or not such reorganization comes
                  within the definition of such term in Section 368 of the Code)
                  or any partial or complete liquidation of the Corporation, the
                  Committee or Board may make such substitution or adjustments
                  in the aggregate number [,] AND kind [,CLASS AND/OR SERIES] of
                  shares reserved for issuance under the Plan, in the number,
                  kind [,CLASS AND/OR SERIES] and option price of shares subject
                  to outstanding Stock Options and Stock Appreciation Rights, in
                  the number [,] AND kind [CLASS AND/OR SERIES] of shares
                  subject to other outstanding Awards granted under the Plan
                  and/or such other equitable substitution or adjustments as it
                  may determine to be appropriate in its sole discretion;
                  PROVIDED, however, that the number of shares subject to any
                  Award shall always be a whole number.


4.   RATIFICATION. Except as expressly set forth in this Amendment, the Plan is
     hereby ratified and confirmed without modification.

5.   EFFECTIVE DATE. This Amendment shall be effective as of March 28, 2000.