As filed with the Securities and Exchange Commission on June 25, 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
                   Amended and Restated 1993 Stock Option 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

================================================================================
Title of                        Proposed Maximum  Proposed Maximum
Securities        Amount        Offering Price    Aggregate         Amount of
to be             to be         Per Share         Offering          Registration
Registered        Registered(1) (2)(3)            Price(2)(3)       Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share    6,000,000     $63.375           $380,250,000      $131,121
================================================================================

(1)   An additional  18,541,600  shares of the  Registrant's  Common Stock,  par
      value $.01 per share,  issuable  pursuant to the Registrant's  Amended and
      Restated  1993 Stock Option Plan,  were  previously  registered  under the
      Securities Act of 1933 pursuant to the Registrant's Registration Statement
      on Form S-8, file number 33-70632, the Registrant's Registration Statement
      on Form S-8, file number 33-83956, the Registrant's Registration Statement
      on Form  S-8,  file  number  33-94756  and the  Registrant's  Registration
      Statement on Form S-8 filed number 333-03532.
(2)   Pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
      1933, as amended (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.



<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;

      (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


<PAGE>



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 1993 Stock Option Plan
                  (Incorporated  by reference to the  Registrant's  Registration
                  Statement on Form S-8, file number 33- 83956, Exhibit 4.1)
            4.2   First  Amendment to the Amended and Restated 1993 Stock Option
                  Plan  dated  May 5, 1995  (Incorporated  by  reference  to the
                  Registrant's  Registration Statement on Form S- 8, file number
                  33-94756, Exhibit 4.2)
            4.3   Second Amendment to the Amended and Restated 1993 Stock Option
                  Plan dated January 22, 1996  (Incorporated by reference to the
                  Registrant's  Annual  Report  on Form  10-K  filed on April 1,
                  1996, Exhibit 10.21(b))
            4.4   Third  Amendment to the Amended and Restated 1993 Stock Option
                  Plan dated January 22, 1996  (Incorporated by reference to the
                  Registrant's  Annual  Report  on Form  10-K  filed on April 1,
                  1996, Exhibit 10.21(c))
            4.5   Fourth Amendment to the Amended and Restated 1993 Stock Option
                  Plan dated May 20, 1996.


                                     -2-

<PAGE>




            4.6   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)
            4.7   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 James E. Buckman,  Esq.,  Executive  Vice President
                  and General Counsel of the Registrant,  regarding the legality
                  of the securities being registered.
            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 James E. Buckman, Esq. (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.


                                     -3-

<PAGE>



            (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.

                                     -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 25th 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 25, 1996
Henry R. Silverman             Chief Executive Officer and 
                               Director (Principal Executive 
                               Officer)

/s/John D. Snodgrass           President, Chief Operating        June 25, 1996
John D. Snodgrass              Officer and Director

                               Executive Vice President,         June 25, 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 25, 1996
James E. Buckman               General Counsel and Director

/s/ Martin L. Edelman          Director                          June 25, 1996
Martin L. Edelman

/s/ Robert E. Nederlander      Director                          June 25, 1996
Robert E. Nederlander

/s/ Robert W. Pittman          Director                          June 25, 1996
Robert W. Pittman

/s/ Leonard Schutzman          Director                          June 25, 1996
Leonard Schutzman

/s/ Robert F. Smith            Director                          June 25, 1996
Robert F. Smith

/s/ Roger J. Stone, Jr.        Director                          June 25, 1996
Roger J. Stone, Jr.




                                     -6-

<PAGE>



                                EXHIBIT INDEX

                                                                        Page
Exhibits                                                                 No.

4.1  HFS Incorporated  Amended and Restated 1993 Stock Option Plan (Incorporated
     by reference to the Registrant's  Registration  Statement on Form S-8, file
     number 33- 83956, Exhibit 4.1)
4.2  First  Amendment to the Amended and  Restated  1993 Stock Option Plan dated
     May 5, 1995  (Incorporated  by reference to the  Registrant's  Registration
     Statement on Form S- 8, file number 33-94756, Exhibit 4.2)
4.3  Second  Amendment to the Amended and Restated  1993 Stock Option Plan dated
     January 22, 1996  (Incorporated  by  reference to the  Registrant's  Annual
     Report on Form 10-K filed on April 1, 1996, Exhibit 10.21(b))
4.4  Third  Amendment to the Amended and  Restated  1993 Stock Option Plan dated
     January 22, 1996  (Incorporated  by  reference to the  Registrant's  Annual
     Report on Form 10-K filed on April 1, 1996, Exhibit 10.21(c))
4.5  Fourth  Amendment to the Amended and Restated  1993 Stock Option Plan dated
     May 20, 1996.
4.6  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)
4.7  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 James E. Buckman,  Esq.,  Executive  Vice  President and General
     Counsel of the Registrant,  regarding the legality of the securities  being
     registered.
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 James E. Buckman, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "1993 AMENDED AND RESTATED STOCK OPTION PLAN", "secsgml_size_bytes": 23617}]
{"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": "333-06733", "film-number": "96585058"}, "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 25, 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
                   Amended and Restated 1993 Stock Option 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

================================================================================
Title of                        Proposed Maximum  Proposed Maximum
Securities        Amount        Offering Price    Aggregate         Amount of
to be             to be         Per Share         Offering          Registration
Registered        Registered(1) (2)(3)            Price(2)(3)       Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share    6,000,000     $63.375           $380,250,000      $131,121
================================================================================

(1)   An additional  18,541,600  shares of the  Registrant's  Common Stock,  par
      value $.01 per share,  issuable  pursuant to the Registrant's  Amended and
      Restated  1993 Stock Option Plan,  were  previously  registered  under the
      Securities Act of 1933 pursuant to the Registrant's Registration Statement
      on Form S-8, file number 33-70632, the Registrant's Registration Statement
      on Form S-8, file number 33-83956, the Registrant's Registration Statement
      on Form  S-8,  file  number  33-94756  and the  Registrant's  Registration
      Statement on Form S-8 filed number 333-03532.
(2)   Pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
      1933, as amended (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.
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;

      (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 1993 Stock Option Plan
                  (Incorporated  by reference to the  Registrant's  Registration
                  Statement on Form S-8, file number 33- 83956, Exhibit 4.1)
            4.2   First  Amendment to the Amended and Restated 1993 Stock Option
                  Plan  dated  May 5, 1995  (Incorporated  by  reference  to the
                  Registrant's  Registration Statement on Form S- 8, file number
                  33-94756, Exhibit 4.2)
            4.3   Second Amendment to the Amended and Restated 1993 Stock Option
                  Plan dated January 22, 1996  (Incorporated by reference to the
                  Registrant's  Annual  Report  on Form  10-K  filed on April 1,
                  1996, Exhibit 10.21(b))
            4.4   Third  Amendment to the Amended and Restated 1993 Stock Option
                  Plan dated January 22, 1996  (Incorporated by reference to the
                  Registrant's  Annual  Report  on Form  10-K  filed on April 1,
                  1996, Exhibit 10.21(c))
            4.5   Fourth Amendment to the Amended and Restated 1993 Stock Option
                  Plan dated May 20, 1996.

                                     -2-
4.6   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)
            4.7   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 James E. Buckman,  Esq.,  Executive  Vice President
                  and General Counsel of the Registrant,  regarding the legality
                  of the securities being registered.
            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 James E. Buckman, Esq. (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.

                                     -3-
(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.

                                     -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 25th 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 25, 1996
Henry R. Silverman             Chief Executive Officer and 
                               Director (Principal Executive 
                               Officer)

/s/John D. Snodgrass           President, Chief Operating        June 25, 1996
John D. Snodgrass              Officer and Director

                               Executive Vice President,         June 25, 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 25, 1996
James E. Buckman               General Counsel and Director

/s/ Martin L. Edelman          Director                          June 25, 1996
Martin L. Edelman

/s/ Robert E. Nederlander      Director                          June 25, 1996
Robert E. Nederlander

/s/ Robert W. Pittman          Director                          June 25, 1996
Robert W. Pittman

/s/ Leonard Schutzman          Director                          June 25, 1996
Leonard Schutzman

/s/ Robert F. Smith            Director                          June 25, 1996
Robert F. Smith

/s/ Roger J. Stone, Jr.        Director                          June 25, 1996
Roger J. Stone, Jr.

                                     -6-
EXHIBIT INDEX

                                                                        Page
Exhibits                                                                 No.

4.1  HFS Incorporated  Amended and Restated 1993 Stock Option Plan (Incorporated
     by reference to the Registrant's  Registration  Statement on Form S-8, file
     number 33- 83956, Exhibit 4.1)
4.2  First  Amendment to the Amended and  Restated  1993 Stock Option Plan dated
     May 5, 1995  (Incorporated  by reference to the  Registrant's  Registration
     Statement on Form S- 8, file number 33-94756, Exhibit 4.2)
4.3  Second  Amendment to the Amended and Restated  1993 Stock Option Plan dated
     January 22, 1996  (Incorporated  by  reference to the  Registrant's  Annual
     Report on Form 10-K filed on April 1, 1996, Exhibit 10.21(b))
4.4  Third  Amendment to the Amended and  Restated  1993 Stock Option Plan dated
     January 22, 1996  (Incorporated  by  reference to the  Registrant's  Annual
     Report on Form 10-K filed on April 1, 1996, Exhibit 10.21(c))
4.5  Fourth  Amendment to the Amended and Restated  1993 Stock Option Plan dated
     May 20, 1996.
4.6  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)
4.7  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 James E. Buckman,  Esq.,  Executive  Vice  President and General
     Counsel of the Registrant,  regarding the legality of the securities  being
     registered.
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 James E. Buckman, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)