EXHIBIT 10.12(d)

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

            The total number of shares of Common Stock reserved and available
            for grant under the Plan shall be [FIFTY] [(50,000,000)] million.

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

3. EFFECTIVE DATE. This Amendment shall be effective as of January 3, 2001.