EXHIBIT 10.17(G) 

                             SEVENTH AMENDMENT TO 
                               HFS INCORPORATED 
                 AMENDED AND RESTATED 1993 STOCK OPTION PLAN 

                             AMENDED AND RESTATED 
                             AS OF JUNE 14, 1994 

                      FURTHER AMENDED AS OF MAY 5, 1995 
                    FURTHER AMENDED AS OF JANUARY 22, 1995 
                      FURTHER AMENDED AS OF MAY 20, 1996 
                     FURTHER AMENDED AS OF JULY 24, 1996 
                   FURTHER AMENDED AS OF SEPTEMBER 24, 1996 

   The HFS Incorporated Amended and Restated 1993 Stock Option Plan (the 
"Restated Plan") is hereby further amended as follows: 

   1. Section 4(a) of the Restated Plan is hereby amended and restated in its 
entirety to read as follows: 

     "(a) The maximum number of Shares that may be issued or transferred 
    pursuant to Options is 34,541,600 (or the number and kind of shares of 
    stock or other securities which are substituted for those Shares or to 
    which those Shares are adjusted upon a Change in Capitalization), and HFS 
    shall reserve for the purposes of the Plan, out of its authorized but 
    unissued Shares or out of Shares held in HFS's treasury, or partly out of 
    each, such number of Shares as shall be determined by the Board." 

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

   3. Effective Date. The effective date of this Seventh Amendment to the 
Restated Plan shall be April 30, 1997.