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Exhibit 20
                               FIRST AMENDMENT TO
                         AGREEMENT AND IRREVOCABLE PROXY


                       THIS FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY
   (this "Amendment") dated as of March 21, 1996 by and among MARRIOTT
   INTERNATIONAL, INC., a Delaware corporation ("Parent"), FG ACQUISITION
   CORP., an Indiana corporation and a subsidiary of Parent ("Purchaser"),
   APOLLO FG PARTNERS, L.P., a Delaware. limited partnership ("Shareholder"),
   and FORUM GROUP, INC. an Indiana corporation (the "Company"), amends the
   Agreement and Irrevocable Proxy dated as of February 15, 1996 (the
   "Original Agreement"; the Original Agreement, as amended by this Amendment,
   the "Agreement") by and among Parent, Purchaser, Shareholder and the
   Company.

                              W I T N E S S E T H:
                              _ _ _ _ _ _ _ _ _ _

                       WHEREAS, pursuant to the Original Agreement,
   Shareholder agreed to exercise the Citicorp Warrants (as defined in the
   Original Agreement) it holds and to tender the Citicorp Warrant Shares (as
   defined in the Original Agreement) acquired upon such exercise into the
   Offer (as defined in the Original Agreement); and

                       WHEREAS, Shareholder now wishes to sell the Citicorp
   Warrants to Purchaser and Purchaser is willing to buy the Citicorp Warrants
   for an aggregate purchase price of $3,455,557.23 (the "Citicorp Warrant
   Purchase Price"), which is equal to the difference between the aggregate
   price that would have been paid for the Citicorp Warrant Shares pursuant to
   the Offer and the aggregate exercise price of such Citicorp Warrants.

                       NOW, THEREFORE, in consideration of the foregoing and
   the mutual premises, covenants and agreements contained herein, the parties
   hereto, intending to be legally bound hereby, agree as follows:

                       1.  Capitalized terms used and not defined herein have
   the respective meanings ascribed to them in the Original Agreement.

                       2.  Section 2(b) of the Original Agreement is hereby
   deleted in its entirety and replaced with the following paragraphs:

                       "(b) (i) Prior to the expiration of the Offer,
   Shareholder shall deliver the Citicorp Warrants to Purchaser pending the
   acquisition of such Citicorp Warrants by Purchaser for the Citicorp Warrant
   Purchase Price, as set forth in clause (ii) of this Section 2(b).

                       "(ii) Promptly after First Chicago Trust Company of New
   York, as Depositary for the Offer, has issued payment in exchange for all
   of the Company Common Stock tendered in the Offer, Purchaser shall acquire
   the Citicorp Warrants by paying the Citicorp Warrant Purchase Price to
   Shareholder by wire transfer, provided that instructions for such wire
   transfer shall have been delivered by Shareholder to Purchaser."
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                       3.  Section 2(c) of the Original Agreement is hereby
   deleted in its entirety and replaced with the following paragraph:

                       "(c) Prior to the expiration of the Offer, Shareholder
   shall deliver the Investor Warrants to Purchaser to be held in escrow
   pending the consummation of the Offer.  The Company and Shareholder agree
   that, notwithstanding any provision of the Investor Warrants or the
   Acquisition Agreement to the contrary, upon expiration of the Offer and
   without any further action whatsoever, the Investor Warrants held by
   Shareholder shall be deemed cancelled and extinguished, for no additional
   consideration whatsoever.  The Company shall mark the Investor Warrants
   cancelled upon receipt thereof.  Prior to the expiration of the Offer,
   Shareholder will neither transfer nor exercise any Investor Warrants for
   any reason whatsoever."

                       4.  The following paragraph shall be added as Section
   2(e) of the Agreement:

             "(e) Upon payment of the Citicorp Warrant Purchase Price pursuant
   to Section 2(b)(ii), the Company shall cause the transfer of the Citicorp
   Warrants from Shareholder to Purchaser to be recorded on the record books
   of the Company."

                       5.  Miscellaneous.

                       (a)  The Agreement, as amended hereby, constitutes the
   entire agreement among the parties with respect to the subject matter
   hereof and supersedes all other prior agreements and understandings, both
   written and oral, among the parties with respect to the subject matter
   hereof.

                       (b)  All costs and expenses incurred in connection with
   this Amendment and the transactions contemplated hereby shall be paid by
   the party incurring such expenses, and each of Parent and Purchaser, on the
   one hand, and Shareholder, on the other hand, shall indemnify and hold the
   other harmless from and against any and all claims, liabilities or
   obligations with respect to any brokerage fees, commissions or finders'
   fees asserted by any person on the basis of any act or statement alleged to
   have been made by such party or its Affiliates.

                       (c)  This Amendment shall be governed and construed 
   in accordance with the Laws of the State of Delaware (regardless of the 
   Laws that might otherwise govern under applicable principles of conflict
   of laws) as to all matters, including matters of validity, construction, 
   effect, performance and remedies.

                       (d)  The descriptive headings used herein are inserted 
   for convenience of reference only and are not intended to be part of or to
   affect the meaning or interpretation of this Amendment.

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                       (e)  This Amendment may be executed in counterparts, 
   each of which shall be deemed to be an original, but all of which, taken 
   together, shall constitute one and the same instrument.

                       IN WITNESS WHEREOF, Parent, Purchaser, Shareholder and
   the Company have caused this Amendment to be duly executed as of the day
   and year first above written.

                                    MARRIOTT INTERNATIONAL, INC.

                                    By:  /s/ Joseph Ryan
                                         ______________________________
                                         Name:  Joseph Ryan
                                         Title: Executive Vice President


                                    FG ACQUISITION CORP.

                                    By:  /s/ Edward L. Bednarz
                                         _______________________________
                                         Name:  Edward L. Bednarz
                                         Title: Vice President


                                    APOLLO FG PARTNERS, L.P.,
                                    By:  Apollo Advisors, L.P.,
                                    Its Managing General Partner

                                         By: Apollo Investment Fund, L.P., 
                                         Its General Partner
                  
                                            By: /s/ Michael Weiner
                                            _____________________________
                                            Name:  Michael Weiner
                                            Title: Vice President


                                     FORUM GROUP, INC.

                                     By:  /s/ Mark Pacala
                                          _______________________________
                                          Name:  Mark Pacala
                                          Title: Chairman and 
                                                 Chief Executive Officer
