EXHIBIT 10.17(H) 

                             EIGHTH 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 
                     FURTHER AMENDED AS OF APRIL 30, 1997 
                      FURTHER AMENDED AS OF MAY 27, 1997 

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

   1. Section 2(e) of the Restated Plan is hereby amended and restated in its 
entirety to read as follows: 

     "(e) 'Change of Control Transaction' means any transaction or series of 
    transactions pursuant to or as a result of which (i) during any period of 
    not more than 24 months, individuals who at the beginning of such period 
    constitute the Board, and any new director (other than a director 
    designated by a third party who has entered into an agreement to effect a 
    transaction described in clause (ii), (iii) or (iv) of this paragraph (e)) 
    whose election by the Board or nomination for election by the Company's 
    stockholders was approved by a vote of at least a majority of the 
    directors then still in office who either were directors at the beginning 
    of the period or whose election or nomination for election was previously 
    so approved (other than approval given in connection with an actual or 
    threatened proxy or election contest), cease for any reason to constitute 
    at least a majority of the members of the Board, (ii) beneficial ownership 
    of 50% or more of the Shares (or other securities having generally the 
    right to vote for election of the Board) of the Company shall be sold, 
    assigned or otherwise transferred, directly or indirectly, other than 
    pursuant to a public offering, to a third party, whether by sale or 
    issuance of Shares or other securities or otherwise, (iii) the Company or 
    any Subsidiary shall sell, assign or otherwise transfer, directly or 
    indirectly, assets (including stock or other securities of Subsidiaries) 
    having a fair market or book value or earning power of 50% or more of the 
    assets or earning power of the Company and its Subsidiaries (taken as a 
    whole) to any third party, other than the Company or a wholly-owned 
    Subsidiary thereof, or (iv) control of 50% or more of the business of the 
    Company shall be sold, assigned or otherwise transferred directly or 
    indirectly to any third party. Notwithstanding the foregoing, for any 
    option granted pursuant to this Plan on or after May 27, 1997, a Change of 
    Control Transaction shall not include the transaction contemplated by the 
    Agreement and Plan of Merger dated as of May 27, 1997 by and between CUC 
    International, Inc. and the Company." 

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

   3. Effective Date. The effective date of this Eighth Amendment to the 
Restated Plan shall be May 27, 1997.