As filed with the Securities and Exchange Commission on June 27, 1996
                                                 Registration No. ______________

                       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)

      339 Jefferson Road
    Parsippany, New Jersey                                       07054
 (Address of principal executive office)                      (Zip Code)

                                HFS Incorporated
                              Employee Savings Plan
                            (Full title of the plan)

                             James E. Buckman, Esq.
                339 Jefferson Road, Parsippany, New Jersey 07054
                                 (201) 428-9700
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed Max-
Title of                         imum Offering  Proposed Maximum   Amount of 
Securities to    Amount to be    Price Per      Aggregate Offering Registration
be Registered    Registered(1)   Share (2)(3)   Price(2)(3)        Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.01 
per share        200,000         $63.375        $12,675,000        $4,371
================================================================================

(1)     An additional  60,000 shares (after  adjustment for a two-for-one  stock
        split  effected  as of February  14,  1996) of the  Registrant's  Common
        Stock, par value $.01 per share,  issuable  pursuant to the Registrant's
        Employee  Savings Plan, were previously  registered under the Securities
        Act  of  1933,  as  amended  (the  "Securities  Act"),  pursuant  to the
        Registrant's Registration Statement on Form S-8, file number 33- 72752.
(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 June 21, 1996,  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.

In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.


<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, 1995 (File Number  1-11402)  filed with the  Commission  on
March  29,  1996 and the  Registrant's  quarterly  report  on Form  10-Q for the
quarterly  period  ending March 31, 1996,  filed with the  Commission on May 15,
1996;

        (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, 1995.

        (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


<PAGE>



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.

4.1  HFS Incorporated Amended and Restated Employee Savings Plan
4.2  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)
4.3  Registrant's  By-Laws   (Incorporated  by  reference  to  the  Registrant's
     Registration Statement on Form S-8, file number 33-83956, Exhibit 4.3)
5.1  Opinion of Carpenter, Bennett & Morrissey
23.1 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     HFS Incorporated
23.2 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Century 21 Real Estate of Mid-Atlantic States, Inc.
23.3 Consent of Toback  CPAs,  P.C.  relating  to the  financial  statements  of
     Century 21 of the Southwest, Inc.
23.4 Consent of Woolard,  Krajnik & Company relating to the financial statements
     of Century 21 of Eastern Pennsylvania, Inc.
23.5 Consent of Beers & Cutler  relating to the financial  statements of Century
     21 Real Estate of the Mid-Atlantic States, Inc.

                                             -2-

<PAGE>



23.6 Consent of White, Nelson & Co. LLP relating to the financial  statements of
     Century 21 Region V, Inc.
23.7 Consent  of Ernst & Young  LLP  relating  to the  financial  statements  of
     Electronic Realty Associates, Inc. and Electronic Realty Associates, L.P.
23.8 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
     Coldwell Banker Corporation.
23.9 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Coldwell Banker Corporation.
23.10 Consent of Carpenter, Bennett & Morrissey (contained in Exhibit 5.1)
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

                                             -3-

<PAGE>



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.

                                             -4-

<PAGE>



                                   SIGNATURES

                    Pursuant to the  requirements  of the  Securities  Act,  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 this 27th day of
June 1996.

                                    HFS INCORPORATED



                                    By: /s/ Henry R. Silverman
                                            Henry R. Silverman
                                            Chairman of the Board and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Henry R.  Silverman,  Stephen P. Holmes and James E.
Buckman his true and lawful attorney-in-fact and agents, each acting alone, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said  attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.



                                             -5-

<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.


Name                            Title                              Date

/s/ Henry R. Silverman          Chairman of the Board,             June 27, 1996
Henry R. Silverman              Chief Executive Officer 
                                and Director
                                (Principal Executive Officer)

/s/John D. Snodgrass            President, Chief Operating         June 27, 1996
John D. Snodgrass               Officer and Director

                                Executive Vice President,          June 27, 1996
/s/ Stephen P. Holmes           Chief Financial Officer,  
Stephen P. Holmes               Treasurer and Director 
                                (Principal Financial Officer
                                and Principal Accounting Officer)

/s/ James E. Buckman            Executive Vice President,          June 27, 1996
James E. Buckman                General Counsel and Director

_____________________           Director                          
Martin L. Edelman

_____________________           Director                                   
Robert E. Nederlander

_____________________           Director                         
Robert W. Pittman

/s/ Leonard Schutzman           Director                           June 27, 1996
Leonard Schutzman

/s/ Robert F. Smith             Director                           June 27, 1996
Robert F. Smith

/s/ Roger J. Stone, Jr.         Director                           June 27, 1996
Roger J. Stone, Jr.




                                             -6-

<PAGE>



                                        EXHIBIT INDEX

4.1  HFS Incorporated Amended and Restated Employee Savings Plan

4.2  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)

4.3  Registrant's  By-Laws   (Incorporated  by  reference  to  the  Registrant's
     Registration Statement on Form S-8, file number 33-83956, Exhibit 4.3)

5.1  Opinion of Carpenter, Bennett & Morrissey

23.1 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     HFS Incorporated

23.2 Consent of Deloitte & Touche LLP relating to  the financial  statements  of
     Century 21 Real Estate of Mid-Atlantic States, Inc.

23.3 Consent of  Toback  CPAs,  P.C.  relating  to  the financial  statements of
     Century 21 of the Southwest, Inc.

23.4 Consent  of  Woolard,  Krajnik &   Company   relating   to  the   financial
     statements of Century 21 of Eastern Pennsylvania, Inc.

23.5 Consent  of  Beers  &  Cutler  relating  to  the  financial  statements  of
     Century 21 Real Estate of the Mid-Atlantic States, Inc.

23.6 Consent of  White, Nelson & Co. LLP relating to the financial statements of
     Century 21 Region V, Inc.

23.7 Consent  of  Ernst & Young  LLP  relating  to the  financial  statements of
     Electronic Realty  Associates,  Inc. and Electronic Realty Associates, L.P.

23.8 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
     Coldwell Banker Corporation.

23.9 Consent of Deloitte  & Touche LLP  relating  to the financial statements of
     Coldwell Banker Corporation.

23.10 Consent of Carpenter, Bennett & Morrissey (contained in Exhibit 5.1)

24.1  Power of Attorney (contained in the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "REGIS. ST. ON FORM S-8: HFS INC. EMPL. SAV. PLAN", "secsgml_size_bytes": 21015}]
{"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": "333-06939", "film-number": "96586611"}, "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 June 27, 1996
                                                 Registration No. ______________

                       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)

      339 Jefferson Road
    Parsippany, New Jersey                                       07054
 (Address of principal executive office)                      (Zip Code)

                                HFS Incorporated
                              Employee Savings Plan
                            (Full title of the plan)

                             James E. Buckman, Esq.
                339 Jefferson Road, Parsippany, New Jersey 07054
                                 (201) 428-9700
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed Max-
Title of                         imum Offering  Proposed Maximum   Amount of 
Securities to    Amount to be    Price Per      Aggregate Offering Registration
be Registered    Registered(1)   Share (2)(3)   Price(2)(3)        Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.01 
per share        200,000         $63.375        $12,675,000        $4,371
================================================================================

(1)     An additional  60,000 shares (after  adjustment for a two-for-one  stock
        split  effected  as of February  14,  1996) of the  Registrant's  Common
        Stock, par value $.01 per share,  issuable  pursuant to the Registrant's
        Employee  Savings Plan, were previously  registered under the Securities
        Act  of  1933,  as  amended  (the  "Securities  Act"),  pursuant  to the
        Registrant's Registration Statement on Form S-8, file number 33- 72752.
(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 June 21, 1996,  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.

In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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, 1995 (File Number  1-11402)  filed with the  Commission  on
March  29,  1996 and the  Registrant's  quarterly  report  on Form  10-Q for the
quarterly  period  ending March 31, 1996,  filed with the  Commission on May 15,
1996;

        (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, 1995.

        (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.

4.1  HFS Incorporated Amended and Restated Employee Savings Plan
4.2  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)
4.3  Registrant's  By-Laws   (Incorporated  by  reference  to  the  Registrant's
     Registration Statement on Form S-8, file number 33-83956, Exhibit 4.3)
5.1  Opinion of Carpenter, Bennett & Morrissey
23.1 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     HFS Incorporated
23.2 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Century 21 Real Estate of Mid-Atlantic States, Inc.
23.3 Consent of Toback  CPAs,  P.C.  relating  to the  financial  statements  of
     Century 21 of the Southwest, Inc.
23.4 Consent of Woolard,  Krajnik & Company relating to the financial statements
     of Century 21 of Eastern Pennsylvania, Inc.
23.5 Consent of Beers & Cutler  relating to the financial  statements of Century
     21 Real Estate of the Mid-Atlantic States, Inc.

                                             -2-
23.6 Consent of White, Nelson & Co. LLP relating to the financial  statements of
     Century 21 Region V, Inc.
23.7 Consent  of Ernst & Young  LLP  relating  to the  financial  statements  of
     Electronic Realty Associates, Inc. and Electronic Realty Associates, L.P.
23.8 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
     Coldwell Banker Corporation.
23.9 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     Coldwell Banker Corporation.
23.10 Consent of Carpenter, Bennett & Morrissey (contained in Exhibit 5.1)
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

                                             -3-
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.

                                             -4-
SIGNATURES

                    Pursuant to the  requirements  of the  Securities  Act,  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 this 27th day of
June 1996.

                                    HFS INCORPORATED

                                    By: /s/ Henry R. Silverman
                                            Henry R. Silverman
                                            Chairman of the Board and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Henry R.  Silverman,  Stephen P. Holmes and James E.
Buckman his true and lawful attorney-in-fact and agents, each acting alone, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said  attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.

                                             -5-
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.

Name                            Title                              Date

/s/ Henry R. Silverman          Chairman of the Board,             June 27, 1996
Henry R. Silverman              Chief Executive Officer 
                                and Director
                                (Principal Executive Officer)

/s/John D. Snodgrass            President, Chief Operating         June 27, 1996
John D. Snodgrass               Officer and Director

                                Executive Vice President,          June 27, 1996
/s/ Stephen P. Holmes           Chief Financial Officer,  
Stephen P. Holmes               Treasurer and Director 
                                (Principal Financial Officer
                                and Principal Accounting Officer)

/s/ James E. Buckman            Executive Vice President,          June 27, 1996
James E. Buckman                General Counsel and Director

_____________________           Director                          
Martin L. Edelman

_____________________           Director                                   
Robert E. Nederlander

_____________________           Director                         
Robert W. Pittman

/s/ Leonard Schutzman           Director                           June 27, 1996
Leonard Schutzman

/s/ Robert F. Smith             Director                           June 27, 1996
Robert F. Smith

/s/ Roger J. Stone, Jr.         Director                           June 27, 1996
Roger J. Stone, Jr.

                                             -6-
EXHIBIT INDEX

4.1  HFS Incorporated Amended and Restated Employee Savings Plan

4.2  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)

4.3  Registrant's  By-Laws   (Incorporated  by  reference  to  the  Registrant's
     Registration Statement on Form S-8, file number 33-83956, Exhibit 4.3)

5.1  Opinion of Carpenter, Bennett & Morrissey

23.1 Consent of Deloitte & Touche LLP relating to the  financial  statements  of
     HFS Incorporated

23.2 Consent of Deloitte & Touche LLP relating to  the financial  statements  of
     Century 21 Real Estate of Mid-Atlantic States, Inc.

23.3 Consent of  Toback  CPAs,  P.C.  relating  to  the financial  statements of
     Century 21 of the Southwest, Inc.

23.4 Consent  of  Woolard,  Krajnik &   Company   relating   to  the   financial
     statements of Century 21 of Eastern Pennsylvania, Inc.

23.5 Consent  of  Beers  &  Cutler  relating  to  the  financial  statements  of
     Century 21 Real Estate of the Mid-Atlantic States, Inc.

23.6 Consent of  White, Nelson & Co. LLP relating to the financial statements of
     Century 21 Region V, Inc.

23.7 Consent  of  Ernst & Young  LLP  relating  to the  financial  statements of
     Electronic Realty  Associates,  Inc. and Electronic Realty Associates, L.P.

23.8 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
     Coldwell Banker Corporation.

23.9 Consent of Deloitte  & Touche LLP  relating  to the financial statements of
     Coldwell Banker Corporation.

23.10 Consent of Carpenter, Bennett & Morrissey (contained in Exhibit 5.1)

24.1  Power of Attorney (contained in the signature page hereof)