As filed with the Securities and Exchange Commission on April 22, 1997
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                HFS INCORPORATED
             (Exact name of registrant as specified in its charter)


                 Delaware                                       22-3059335
       (State or other jurisdiction                          (I.R.S. Employer
     of incorporation or organization)                    Identification Number)

               6 Sylvan Way
       Parsippany, New Jersey 07054                                07054
  (Address of principal executive office)                        (Zip Code)

                                 PHH Corporation
                  Amended and Restated Employee Investment Plan
                            (Full title of the plan)

                             James E. Buckman, Esq.
                                HFS Incorporated
                   6 Sylvan Way, Parsippany, New Jersey 07054
                                 (201) 428-9700
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Title of Securities to   Amount to be       Proposed Maximum Offering     Proposed Maximum Aggregate      Amount of
be Registered            Registered(1)      Price Per Share (2)(3)        Offering Price (2)(3)           Registration Fee(2)
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                           <C>                             <C>    
Common Stock, par        300,000            $53.4375                      $16,031,250                     $4,858
value $.01 per share
===============================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933 (the  "Securities
         Act"),  this  Registration  Statement  also covers such  indeterminable
         number of additional shares of Common Stock as may be issuable pursuant
         to the  antidilution  provisions of the employee benefit plan described
         herein.
(2)      Pursuant  to  paragraphs  (c) and (h) of Rule 457 under the  Securities
         Act, the proposed  maximum  offering price and the registration fee are
         based  upon the  average  of the high and low  prices  per share of the
         Registrant's  Common  Stock  reported  on the New York  Stock  Exchange
         Composite Transaction Tape on April 16, 1997, within five business days
         prior to the date of filing of this Registration Statement.
(3)      Estimated solely for the purpose of calculating the registration fee.



<PAGE>



                                        INTRODUCTORY STATEMENT

         HFS  Incorporated  (the  "Registrant")  hereby files this  Registration
Statement on Form S-8 relating to the Amended and Restated  Employee  Investment
Plan of PHH  Corporation  ("PHH").  In connection  with an Agreement and Plan of
Merger dated as of November 10, 1996, (the "Merger Agreement"), by and among the
Registrant,  Mercury Acq.  Corp.,  a  wholly-owned  subsidiary of the Registrant
("Merger  Sub") and PHH,  Merger Sub is  expected to be merged with and into PHH
and PHH is expected to become a wholly-owned  subsidiary of the Registrant  (the
"Merger").  The Merger is expected to be consummated on April 30, 1997,  subject
to approval of the Merger by the stockholders of the Registrant and PHH at their
respective stockholders meetings to be held on April 30, 1997.

         This  Registration  Statement covers shares to be issued  subsequent to
the effective time of the Merger. Shares issued prior to the effective time will
have been converted into the right to receive HFS shares,  which HFS shares have
been  registered  on  the  Registration  Statement  on  Form  S-4  (File  Number
333-34021), filed with the Securities and Exchange Commission on March 27, 1997,
which is incorporated herein by reference.




<PAGE>



                                                PART I
                         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                                PART II
                          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following  documents which have been heretofore filed with
the Securities and Exchange Commission (the "Commission") by the registrant, HFS
Incorporated,  a Delaware  corporation (the  "Registrant"),  are incorporated by
reference in this Registration Statement:

         (a) The  Registrant's  annual  report on Form 10-K for the fiscal  year
ending  December 31, 1996 (File Number  1-11402)  filed with the  Commission  on
March 31, 1997 (as amended by the Form 10-K/A filed on March 31, 1997).

         (b) All reports filed by the Registrant with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to December 31, 1996.

         (c) The description of the  Registrant's  Common Stock contained in the
Company's  Registration  Statement  on Form 8-A  filed  with the  Commission  on
September  28,  1994 (File  Number  1-11402)  pursuant  to Section  12(b) of the
Exchange Act and any amendment or report filed with the  Commission for purposes
of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be  incorporated  by  reference  herein and to be part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein  modifies or supersedes  such  statement Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

                  Not applicable.

Item 5. Interests of Named Experts and Counsel

                  Not applicable.





<PAGE>



Item 6. Indemnification of Directors and Officers

                  Registrant  is a Delaware  corporation.  Reference  is made to
Section 145 of the Delaware General  Corporation Law, as amended ("GCL"),  which
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of such corporation),  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  or is or was  serving at its  request in such  capacity of another
corporation or business  organization,  against expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
that such person's  conduct was unlawful.  A Delaware  corporation may indemnify
officers and  directors in an action by or in the right of a  corporation  under
the  same  conditions,  except  that no  indemnification  is  permitted  without
judicial  approval  if the  officer or  director is adjudged to be liable to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in the defense of any action,  suit or  proceeding  referred to above,
the corporation must indemnify against the expenses (including, attorneys' fees)
that such officer or director  actually and  reasonably  incurred in  connection
therewith.

                  Reference is also made to Section  102(b)(7) of the GCL, which
permits a corporation  to provide in its  certificate  of  incorporation  that a
director of the corporation shall not be personally liable to the corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL or (iv) for any  transaction  from which
the director derived an improper personal benefit.

                  Articles  Ninth  and  Tenth  of  the   Registrant's   Restated
Certificate  of  Incorporation  provide  for (i)  the  elimination  of  personal
liability  of a director  for breach of  fiduciary  duty as permitted by Section
102(b)(7) of the GCL, and (ii) the  Registrant  to indemnify  its  directors and
officers to the full extent permitted by Section 145 of the GCL.

                  The  Registrant  maintains,   at  its  expense,  a  policy  of
insurance  which  insures  its  directors  and  officers,   subject  to  certain
exclusions and deductions as are customary in such insurance  policies,  against
certain liabilities which may be incurred in those capacities.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.

      3.1      Registrant's  Restated  Certificate of  Incorporation filed with 
               the Secretary of State of the State of Delaware  on  January  22,
               1996   (Incorporated   by  reference   to   Exhibit   4  to   the
               Registrant's Registration Statement on Form 8-A filed on February
               21, 1996)
      3.2      Registrant's  By-Laws (Incorporated by reference to the 10-Q for 
               September 30, 1996 filed November 15, 1996.)
      4.1      Amended and Restated PHH Corporation Employee Investment Plan
      4.2      Form of Certificate of HFS's Common Stock,  par  value  $.01  per
               share (incorporated by reference to HFS's  Registration Statement
               on Form S-1, Registration No. 33-51422, Exhibit 4.1)
      5.1      Determination  Letter  dated  January 23, 1995  from the Internal
               Revenue Service with




<PAGE>



               respect  to the  Amended and  Restated  PHH  Corporation Employee
               Investment Plan 23.1 Consent of Deloitte & Touche LLP relating to
               the financial statements of HFS Incorporated
     23.2      Consent  of Woolard,  Krajnik & Company relating to the financial
               statements of Century 21 of Eastern Pennsylvania, Inc.
     23.3      Consent  of  White,  Nelson &  Co.  LLP relating to the financial
               statements  of  Century 21  Region V  (Business  Acquired  by HFS
               Incorporated)
     23.4      Consent  of  Tony  H.  Davidson  CPA,  relating  to the financial
               statements of Century 21 Real Estate, Inc.
     23.5      Consent of  Coopers & Lybrand  L.L.P.  relating to the  financial
               statements of Coldwell Banker Corporation
     23.6      Consent  of  Deloitte  &  Touche  LLP  relating  to the financial
               statements of Coldwell Banker Corporation
     23.7      Consent  of  Price  Waterhouse  LLP  relating  to  the  financial
               statements of Avis, Inc.
     23.8      Consent of Ernst & Young LLP relating to the financial statements
               of Resort Condominiums International, Inc.
     23.9      Consent  of  KPMG  Peat  Marwick  LLP  relating  to the financial
               statements of PHH Corporation
     23.10     Consent  of  Deloitte & Touche  LLP   relating  to  the financial
               statements of Rental Car Operations of Avis Inc.
     24.1      Power of Attorney (contained in the signature page hereof)

Item 9.  Undertakings.

                  (a)      The Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           i) To  include any  prospectus  required  by  Section
                  10(a)(3) of the Securities Act; 

                           ii) To  reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration Statement;

                           iii) To include any material information with respect
                  to the plan of distribution  not previously  disclosed in this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement-,

                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
         above do not apply if the  information  required  to be  included  in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of the  Exchange  Act  that  are  incorporated  by  reference  in  this
         Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability under the Securities Act, each such post-effective  amendment
         shall be  deemed to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.





<PAGE>



                           (3)  To  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities being registered hereby
         which remain unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




<PAGE>



                                              SIGNATURES


         Pursuant  to the  requirements  of the  securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Parsippany, State of New Jersey, on April 22, 1997.


                                            HFS INCORPORATED
                                            (Registrant)


                                            By:  /s/ James E. Buckman
                                                 James E. Buckman
                                                 Executive Vice President,
                                                 General Counsel and Director


                  KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature  appears below  constitutes  and appoints James E. Buckman as his true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution, for such person and in his name, place and stead, in any and all
capacities,  to sign any and all amendments or supplements to this  Registration
Statement on Form S-8,  including any and all  post-effective  amendments to the
Registration  Statement  and  to  sign  any  and  all  additional   registration
statements  relating to the same  offering  of  securities  as the  Registration
Statement  that are filed  pursuant to Rule 462(b) of the  Securities Act and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each of said  attorney-in-fact
or substitute  for such  attorney-in-fact,  may do or cause to be done by virtue
hereof.







<PAGE>




         Pursuant  to the  requirements  of the  securities  act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                           Title                               Date

 /s/ Henry R. Silverman             Chairman of the Board,        April 22, 1997
-----------------------------       Chief Executive Officer
(Henry R. Silverman)                and Director (Principal Execu-
                                    tive Officer

/s/ John D. Snodgrass               Vice Chairman of the          April 22, 1997
------------------------------      Board, President, 
(John D. Snodgrass)                 Chief Operating Officer
                                    and Director

/s/ Stephen P. Holmes               Vice Chairman of the          April 22, 1997
-----------------------------       Board and Director
(Stephen P. Holmes)                 

/s/ Michael P. Monaco               Vice Chairman of the          April 22, 1997
-----------------------------       Board and Chief Financial
(Michael P. Monaco)                 Officer and Director (Princi-
                                    pal Financial Officer and 
                                    Principal Accounting Officer)

/s/ James E. Buckman                Executive Vice Pre-           April 22, 1997
-----------------------------       sident and General
(James E. Buckman)                  Counsel and Director

/s/ Robert F. Smith                 Director                      April 22, 1997
-------------------------------
(Robert F. Smith)

/s/ Leonard Schutzman               Director                      April 22, 1997
(Leonard Schutzman)

/s/ Martin L. Edelman               Director                      April 22, 1997
-----------------------------
(Martin L. Edelman)

/s/ Robert W. Pittman               Director                      April 22, 1997
------------------------------
(Robert W. Pittman)

/s/ Robert E. Nederlander           Director                      April 22, 1997
-----------------------------
(Robert E. Nederlander)

/s/ E. John Rosenwald, Jr.          Director                      April 22, 1997
----------------------------
(E. John Rosenwald,Jr.)

/s/ Christel DeHaan                 Director                      April 22, 1997
----------------------------
(Christel DeHaan)







<PAGE>


                                             EXHIBIT INDEX
                                                                     
Exhibits  


3.1  Registrant's Restated Certificate of Incorporation filed with the Secretary
     of State of the State of  Delaware on January  22,  1996  (Incorporated  by
     reference to Exhibit 4 to the Registrant's  Registration  Statement on Form
     8-A filed on February 21, 1996)
3.2  Registrant's  By-Laws  (Incorporated by reference to the 10-Q for September
     30, 1996 filed November 15, 1996.)
4.1  Amended and Restated PHH Corporation Employee Investment Plan
4.2  Form of  Certificate  of HFS'  Common  Stock,  par  value  $.01  per  share
     (incorporated  by  reference  to HFS'  Registration  Statement on Form S-1,
     Registration No. 33-51422, Exhibit 4.1)
5.1  Determination  Letter  dated  January  23, 1995 from the  Internal  Revenue
     Service with respect to the Amended and Restated PHH  Corporation  Employee
     Investment Plan
23.1 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     HFS Incorporated 
23.2 Consent of Woolard,  Krajnik & Company relating to the financial statements
     of Century 21 of Eastern Pennsylvania, Inc. 
23.3 Consent of White, Nelson & Co. LLP relating to the financial  statements of
     Century 21 Region V (Business Acquired by HFS Incorporated)
23.4 Consent of Tony H.  Davidson CPA,  relating to the financial  statements of
     Century 21 Real Estate, Inc.
23.5 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
     Coldwell Banker Corporation
23.6 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Coldwell Banker Corporation
23.7 Consent of Price  Waterhouse  LLP relating to the  financial  statements of
     Avis, Inc.
23.8 Consent of Ernst & Young LLP relating to the financial statements of Resort
     Condominiums International, Inc.
23.9 Consent of KPMG Peat Marwick LLP relating to the  financial  statements  of
     PHH Corporation
23.10Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Rental Car Operations of Avis Inc.
24.1 Power of Attorney (contained in the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR PHH 401K PLAN", "secsgml_size_bytes": 24247}]
{"company-data": {"conformed-name": "HFS INC", "cik": "0000891104", "assigned-sic": "6794", "irs-number": "223059335", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25635", "film-number": "97585317"}, "business-address": {"street1": "339 JEFFERSON RD", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "2014289700"}, "mail-address": {"street2": "339 JEFFERSON RD", "city": "PARSIPPANY", "state": "NJ", "zip": "07054"}, "former-company": {"former-conformed-name": "HOSPITALITY FRANCHISE SYSTEMS INC", "date-changed": "19940202"}}
As filed with the Securities and Exchange Commission on April 22, 1997
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                HFS INCORPORATED
             (Exact name of registrant as specified in its charter)

                 Delaware                                       22-3059335
       (State or other jurisdiction                          (I.R.S. Employer
     of incorporation or organization)                    Identification Number)

               6 Sylvan Way
       Parsippany, New Jersey 07054                                07054
  (Address of principal executive office)                        (Zip Code)

                                 PHH Corporation
                  Amended and Restated Employee Investment Plan
                            (Full title of the plan)

                             James E. Buckman, Esq.
                                HFS Incorporated
                   6 Sylvan Way, Parsippany, New Jersey 07054
                                 (201) 428-9700
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of Securities to   Amount to be       Proposed Maximum Offering     Proposed Maximum Aggregate      Amount of
be Registered            Registered(1)      Price Per Share (2)(3)        Offering Price (2)(3)           Registration Fee(2)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par        300,000            $53.4375                      $16,031,250                     $4,858
value $.01 per share
===============================================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933 (the  "Securities
         Act"),  this  Registration  Statement  also covers such  indeterminable
         number of additional shares of Common Stock as may be issuable pursuant
         to the  antidilution  provisions of the employee benefit plan described
         herein.
(2)      Pursuant  to  paragraphs  (c) and (h) of Rule 457 under the  Securities
         Act, the proposed  maximum  offering price and the registration fee are
         based  upon the  average  of the high and low  prices  per share of the
         Registrant's  Common  Stock  reported  on the New York  Stock  Exchange
         Composite Transaction Tape on April 16, 1997, within five business days
         prior to the date of filing of this Registration Statement.
(3)      Estimated solely for the purpose of calculating the registration fee.
INTRODUCTORY STATEMENT

         HFS  Incorporated  (the  "Registrant")  hereby files this  Registration
Statement on Form S-8 relating to the Amended and Restated  Employee  Investment
Plan of PHH  Corporation  ("PHH").  In connection  with an Agreement and Plan of
Merger dated as of November 10, 1996, (the "Merger Agreement"), by and among the
Registrant,  Mercury Acq.  Corp.,  a  wholly-owned  subsidiary of the Registrant
("Merger  Sub") and PHH,  Merger Sub is  expected to be merged with and into PHH
and PHH is expected to become a wholly-owned  subsidiary of the Registrant  (the
"Merger").  The Merger is expected to be consummated on April 30, 1997,  subject
to approval of the Merger by the stockholders of the Registrant and PHH at their
respective stockholders meetings to be held on April 30, 1997.

         This  Registration  Statement covers shares to be issued  subsequent to
the effective time of the Merger. Shares issued prior to the effective time will
have been converted into the right to receive HFS shares,  which HFS shares have
been  registered  on  the  Registration  Statement  on  Form  S-4  (File  Number
333-34021), filed with the Securities and Exchange Commission on March 27, 1997,
which is incorporated herein by reference.
PART I
                         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                                PART II
                          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following  documents which have been heretofore filed with
the Securities and Exchange Commission (the "Commission") by the registrant, HFS
Incorporated,  a Delaware  corporation (the  "Registrant"),  are incorporated by
reference in this Registration Statement:

         (a) The  Registrant's  annual  report on Form 10-K for the fiscal  year
ending  December 31, 1996 (File Number  1-11402)  filed with the  Commission  on
March 31, 1997 (as amended by the Form 10-K/A filed on March 31, 1997).

         (b) All reports filed by the Registrant with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to December 31, 1996.

         (c) The description of the  Registrant's  Common Stock contained in the
Company's  Registration  Statement  on Form 8-A  filed  with the  Commission  on
September  28,  1994 (File  Number  1-11402)  pursuant  to Section  12(b) of the
Exchange Act and any amendment or report filed with the  Commission for purposes
of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be  incorporated  by  reference  herein and to be part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein  modifies or supersedes  such  statement Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

                  Not applicable.

Item 5. Interests of Named Experts and Counsel

                  Not applicable.
Item 6. Indemnification of Directors and Officers

                  Registrant  is a Delaware  corporation.  Reference  is made to
Section 145 of the Delaware General  Corporation Law, as amended ("GCL"),  which
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of such corporation),  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  or is or was  serving at its  request in such  capacity of another
corporation or business  organization,  against expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
that such person's  conduct was unlawful.  A Delaware  corporation may indemnify
officers and  directors in an action by or in the right of a  corporation  under
the  same  conditions,  except  that no  indemnification  is  permitted  without
judicial  approval  if the  officer or  director is adjudged to be liable to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in the defense of any action,  suit or  proceeding  referred to above,
the corporation must indemnify against the expenses (including, attorneys' fees)
that such officer or director  actually and  reasonably  incurred in  connection
therewith.

                  Reference is also made to Section  102(b)(7) of the GCL, which
permits a corporation  to provide in its  certificate  of  incorporation  that a
director of the corporation shall not be personally liable to the corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL or (iv) for any  transaction  from which
the director derived an improper personal benefit.

                  Articles  Ninth  and  Tenth  of  the   Registrant's   Restated
Certificate  of  Incorporation  provide  for (i)  the  elimination  of  personal
liability  of a director  for breach of  fiduciary  duty as permitted by Section
102(b)(7) of the GCL, and (ii) the  Registrant  to indemnify  its  directors and
officers to the full extent permitted by Section 145 of the GCL.

                  The  Registrant  maintains,   at  its  expense,  a  policy  of
insurance  which  insures  its  directors  and  officers,   subject  to  certain
exclusions and deductions as are customary in such insurance  policies,  against
certain liabilities which may be incurred in those capacities.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.

      3.1      Registrant's  Restated  Certificate of  Incorporation filed with 
               the Secretary of State of the State of Delaware  on  January  22,
               1996   (Incorporated   by  reference   to   Exhibit   4  to   the
               Registrant's Registration Statement on Form 8-A filed on February
               21, 1996)
      3.2      Registrant's  By-Laws (Incorporated by reference to the 10-Q for 
               September 30, 1996 filed November 15, 1996.)
      4.1      Amended and Restated PHH Corporation Employee Investment Plan
      4.2      Form of Certificate of HFS's Common Stock,  par  value  $.01  per
               share (incorporated by reference to HFS's  Registration Statement
               on Form S-1, Registration No. 33-51422, Exhibit 4.1)
      5.1      Determination  Letter  dated  January 23, 1995  from the Internal
               Revenue Service with
respect  to the  Amended and  Restated  PHH  Corporation Employee
               Investment Plan 23.1 Consent of Deloitte & Touche LLP relating to
               the financial statements of HFS Incorporated
     23.2      Consent  of Woolard,  Krajnik & Company relating to the financial
               statements of Century 21 of Eastern Pennsylvania, Inc.
     23.3      Consent  of  White,  Nelson &  Co.  LLP relating to the financial
               statements  of  Century 21  Region V  (Business  Acquired  by HFS
               Incorporated)
     23.4      Consent  of  Tony  H.  Davidson  CPA,  relating  to the financial
               statements of Century 21 Real Estate, Inc.
     23.5      Consent of  Coopers & Lybrand  L.L.P.  relating to the  financial
               statements of Coldwell Banker Corporation
     23.6      Consent  of  Deloitte  &  Touche  LLP  relating  to the financial
               statements of Coldwell Banker Corporation
     23.7      Consent  of  Price  Waterhouse  LLP  relating  to  the  financial
               statements of Avis, Inc.
     23.8      Consent of Ernst & Young LLP relating to the financial statements
               of Resort Condominiums International, Inc.
     23.9      Consent  of  KPMG  Peat  Marwick  LLP  relating  to the financial
               statements of PHH Corporation
     23.10     Consent  of  Deloitte & Touche  LLP   relating  to  the financial
               statements of Rental Car Operations of Avis Inc.
     24.1      Power of Attorney (contained in the signature page hereof)

Item 9.  Undertakings.

                  (a)      The Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           i) To  include any  prospectus  required  by  Section
                  10(a)(3) of the Securities Act; 

                           ii) To  reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration Statement;

                           iii) To include any material information with respect
                  to the plan of distribution  not previously  disclosed in this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement-,

                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
         above do not apply if the  information  required  to be  included  in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of the  Exchange  Act  that  are  incorporated  by  reference  in  this
         Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability under the Securities Act, each such post-effective  amendment
         shall be  deemed to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.
(3)  To  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities being registered hereby
         which remain unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Parsippany, State of New Jersey, on April 22, 1997.

                                            HFS INCORPORATED
                                            (Registrant)

                                            By:  /s/ James E. Buckman
                                                 James E. Buckman
                                                 Executive Vice President,
                                                 General Counsel and Director

                  KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature  appears below  constitutes  and appoints James E. Buckman as his true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution, for such person and in his name, place and stead, in any and all
capacities,  to sign any and all amendments or supplements to this  Registration
Statement on Form S-8,  including any and all  post-effective  amendments to the
Registration  Statement  and  to  sign  any  and  all  additional   registration
statements  relating to the same  offering  of  securities  as the  Registration
Statement  that are filed  pursuant to Rule 462(b) of the  Securities Act and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each of said  attorney-in-fact
or substitute  for such  attorney-in-fact,  may do or cause to be done by virtue
hereof.
Pursuant  to the  requirements  of the  securities  act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                           Title                               Date

 /s/ Henry R. Silverman             Chairman of the Board,        April 22, 1997
-----------------------------       Chief Executive Officer
(Henry R. Silverman)                and Director (Principal Execu-
                                    tive Officer

/s/ John D. Snodgrass               Vice Chairman of the          April 22, 1997
------------------------------      Board, President, 
(John D. Snodgrass)                 Chief Operating Officer
                                    and Director

/s/ Stephen P. Holmes               Vice Chairman of the          April 22, 1997
-----------------------------       Board and Director
(Stephen P. Holmes)                 

/s/ Michael P. Monaco               Vice Chairman of the          April 22, 1997
-----------------------------       Board and Chief Financial
(Michael P. Monaco)                 Officer and Director (Princi-
                                    pal Financial Officer and 
                                    Principal Accounting Officer)

/s/ James E. Buckman                Executive Vice Pre-           April 22, 1997
-----------------------------       sident and General
(James E. Buckman)                  Counsel and Director

/s/ Robert F. Smith                 Director                      April 22, 1997
-------------------------------
(Robert F. Smith)

/s/ Leonard Schutzman               Director                      April 22, 1997
(Leonard Schutzman)

/s/ Martin L. Edelman               Director                      April 22, 1997
-----------------------------
(Martin L. Edelman)

/s/ Robert W. Pittman               Director                      April 22, 1997
------------------------------
(Robert W. Pittman)

/s/ Robert E. Nederlander           Director                      April 22, 1997
-----------------------------
(Robert E. Nederlander)

/s/ E. John Rosenwald, Jr.          Director                      April 22, 1997
----------------------------
(E. John Rosenwald,Jr.)

/s/ Christel DeHaan                 Director                      April 22, 1997
----------------------------
(Christel DeHaan)
EXHIBIT INDEX
                                                                     
Exhibits  

3.1  Registrant's Restated Certificate of Incorporation filed with the Secretary
     of State of the State of  Delaware on January  22,  1996  (Incorporated  by
     reference to Exhibit 4 to the Registrant's  Registration  Statement on Form
     8-A filed on February 21, 1996)
3.2  Registrant's  By-Laws  (Incorporated by reference to the 10-Q for September
     30, 1996 filed November 15, 1996.)
4.1  Amended and Restated PHH Corporation Employee Investment Plan
4.2  Form of  Certificate  of HFS'  Common  Stock,  par  value  $.01  per  share
     (incorporated  by  reference  to HFS'  Registration  Statement on Form S-1,
     Registration No. 33-51422, Exhibit 4.1)
5.1  Determination  Letter  dated  January  23, 1995 from the  Internal  Revenue
     Service with respect to the Amended and Restated PHH  Corporation  Employee
     Investment Plan
23.1 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     HFS Incorporated 
23.2 Consent of Woolard,  Krajnik & Company relating to the financial statements
     of Century 21 of Eastern Pennsylvania, Inc. 
23.3 Consent of White, Nelson & Co. LLP relating to the financial  statements of
     Century 21 Region V (Business Acquired by HFS Incorporated)
23.4 Consent of Tony H.  Davidson CPA,  relating to the financial  statements of
     Century 21 Real Estate, Inc.
23.5 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
     Coldwell Banker Corporation
23.6 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Coldwell Banker Corporation
23.7 Consent of Price  Waterhouse  LLP relating to the  financial  statements of
     Avis, Inc.
23.8 Consent of Ernst & Young LLP relating to the financial statements of Resort
     Condominiums International, Inc.
23.9 Consent of KPMG Peat Marwick LLP relating to the  financial  statements  of
     PHH Corporation
23.10Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Rental Car Operations of Avis Inc.
24.1 Power of Attorney (contained in the signature page hereof)