CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                HFS INCORPORATED

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                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

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     HFS  Incorporated,   a  Delaware   corporation   (hereinafter   called  the
"Corporation"), does hereby certify as follows:

     FIRST:  Paragraph  A  of  Article  FOURTH  of  the  Corporation's  Restated
Certificate  of  Incorporation  is hereby amended to read in its entirety as set
forth below:

"FOURTH: A. The authorized capital stock of the Corporation shall consist of Six
Hundred Ten Million  (610,000,000)  shares,  consisting  of Six Hundred  Million
(600,000,000)  shares  of  Common  Stock,  each  having a par value of $.01 (the
"Common Stock"),  and Ten Million  (10,000,000)  shares of Preferred Stock, each
having a par value of $1.00 (the "Preferred Stock")."

     SECOND:  The  foregoing  amendments  were duly adopted in  accordance  with
Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, HFS Incorporated has caused this Certificate to be duly
executed in its corporate name this 30th day of April, 1997.


                                HFS INCORPORATED



                                By:               /s/ James E. Buckman
                                Name      James E. Buckman
                                Title:    Senior Executive Vice President
                                          and General Counsel



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                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                HFS INCORPORATED

  ----------------------------------------------------------------------------


                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

  ----------------------------------------------------------------------------



     HFS  Incorporated,   a  Delaware   corporation   (hereinafter   called  the
"Corporation"), does hereby certify as follows:

     FIRST:   Paragraph  A  of  Article  FIFTH  of  the  Corporation's  Restated
Certificate  of  Incorporation  is hereby amended to read in its entirety as set
forth below:

"FIFTH:  A. Except as may be otherwise  provided pursuant to Article FOURTH with
respect  to any rights of holders of  Preferred  Stock to elect  directors,  the
number of directors of the  Corporation  shall be not less than one (1) nor more
than twenty (20), with the then authorized  number of directors being fixed from
time to time by or pursuant to a resolution  passed by the Board of Directors of
the Corporation."

     SECOND:  The  foregoing  amendments  were duly adopted in  accordance  with
Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, HFS Incorporated has caused this Certificate to be duly
executed in its corporate name this 30th day of April, 1997.


                                HFS INCORPORATED



                                By:       /s/      James E. Buckman
                                Name      James E. Buckman
                                Title:    Senior Executive Vice President
                                          and General Counsel