SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 8-K

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                             May 28, 1997 (May 27, 1997) 
                  Date of Report (Date Of Earliest Event Reported)

                                  HFS INCORPORATED
          (Exact Name Of Registrant As Specified In Its Charter)

                                      Delaware              
                   (State Or Other Jurisdiction Of Incorporation)

                  1-11402                         22-3059335           
          (Commission File Number)      (IRS Employer Identification No.)

                                    6 Sylvan Way
                           Parsippany, New Jersey  07054         
          (Address Of Principal Executive Offices)       (Zip Code)

                                 (201) 428-9700                     
                (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)



          ITEM 5.  OTHER EVENTS.

                    On May 27, 1997, HFS Incorporated, a Delaware
          corporation (the "Company"), entered into an Agreement
          and Plan of Merger (the "Merger Agreement") with CUC
          International Inc., a Delaware corporation ("CUC").

                    Pursuant to the Merger Agreement, the Company
          will be merged with and into CUC (the "Merger"), with CUC
          continuing as the surviving corporation.  The name of the
          combined company will be determined prior to consummation
          of the Merger.  In connection with the Merger, CUC will
          issue 2.4031 shares of CUC common stock in exchange for
          each issued and outstanding share (other than treasury
          shares and shares owned by CUC) of the Company's common
          stock, with the aggregate value of all CUC shares so
          issued equal to approximately $11 billion.  The combined
          company's market capitalization following the Merger will
          total approximately $22 billion.  

                    The Merger will be accounted for as a pooling
          of interests and is intended to qualify as a tax-free
          reorganization under Section 368(a) of the Internal
          Revenue Code of 1986, as amended.  Consummation of the
          Merger is subject to customary regulatory approvals and
          the respective approval of the stockholders of the
          Company and CUC.  The Merger is expected to be
          consummated in the Fall of 1997.

                    CUC is a leading membership-based, consumer
          services company, which, among other things, provides
          individual, wholesale and discount memberships with
          shopping, travel, auto, dining, credit card and other
          components.

                    The information set forth above is qualified in
          its entirety by reference to the Merger Agreement, the
          corporate governance documents for the combined company
          and the press release announcing the transaction, copies
          of which are attached hereto as Exhibits and are
          incorporated herein by reference.


          ITEM 7(C).  EXHIBITS.

          Exhibit
          Number                   Description

            2.1          Agreement and Plan of Merger, dated as of
                         May 27, 1997, between HFS Incorporated and
                         CUC International Inc.

            99.1         Restated Certificate of Incorporation of
                         the combined company to be in effect upon
                         consummation of the Merger.

            99.2         Amended and Restated By-Laws of the
                         combined company to be in effect upon
                         consummation of the Merger. 

            99.3         Corporate Governance Plan for the combined
                         company.

            99.4         Joint Press Release, dated May 27, 1997,
                         issued by HFS Incorporated and CUC
                         International Inc.



                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunder duly authorized.

          Dated:  May 28, 1997

                                   HFS INCORPORATED

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



                                EXHIBIT INDEX

          Exhibit
          Number              Description

            2.1          Agreement and Plan of Merger, dated as of
                         May 27, 1997, between HFS Incorporated and
                         CUC International Inc.

            99.1         Restated Certificate of Incorporation of
                         the combined company to be in effect upon
                         consummation of the Merger.

            99.2         Amended and Restated By-Laws of the
                         combined company to be in effect upon
                         consummation of the Merger.

            99.3         Corporate Governance Plan for the combined
                         company.

            99.4         Joint Press Release, dated May 27, 1997,
                         issued by HFS Incorporated and CUC
                         International Inc.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 5988}]
{"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": "8-K", "act": "34", "file-number": "001-11402", "film-number": "97615384"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 8-K

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                             May 28, 1997 (May 27, 1997) 
                  Date of Report (Date Of Earliest Event Reported)

                                  HFS INCORPORATED
          (Exact Name Of Registrant As Specified In Its Charter)

                                      Delaware              
                   (State Or Other Jurisdiction Of Incorporation)

                  1-11402                         22-3059335           
          (Commission File Number)      (IRS Employer Identification No.)

                                    6 Sylvan Way
                           Parsippany, New Jersey  07054         
          (Address Of Principal Executive Offices)       (Zip Code)

                                 (201) 428-9700                     
                (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)

          ITEM 5.  OTHER EVENTS.

                    On May 27, 1997, HFS Incorporated, a Delaware
          corporation (the "Company"), entered into an Agreement
          and Plan of Merger (the "Merger Agreement") with CUC
          International Inc., a Delaware corporation ("CUC").

                    Pursuant to the Merger Agreement, the Company
          will be merged with and into CUC (the "Merger"), with CUC
          continuing as the surviving corporation.  The name of the
          combined company will be determined prior to consummation
          of the Merger.  In connection with the Merger, CUC will
          issue 2.4031 shares of CUC common stock in exchange for
          each issued and outstanding share (other than treasury
          shares and shares owned by CUC) of the Company's common
          stock, with the aggregate value of all CUC shares so
          issued equal to approximately $11 billion.  The combined
          company's market capitalization following the Merger will
          total approximately $22 billion.  

                    The Merger will be accounted for as a pooling
          of interests and is intended to qualify as a tax-free
          reorganization under Section 368(a) of the Internal
          Revenue Code of 1986, as amended.  Consummation of the
          Merger is subject to customary regulatory approvals and
          the respective approval of the stockholders of the
          Company and CUC.  The Merger is expected to be
          consummated in the Fall of 1997.

                    CUC is a leading membership-based, consumer
          services company, which, among other things, provides
          individual, wholesale and discount memberships with
          shopping, travel, auto, dining, credit card and other
          components.

                    The information set forth above is qualified in
          its entirety by reference to the Merger Agreement, the
          corporate governance documents for the combined company
          and the press release announcing the transaction, copies
          of which are attached hereto as Exhibits and are
          incorporated herein by reference.

          ITEM 7(C).  EXHIBITS.

          Exhibit
          Number                   Description

            2.1          Agreement and Plan of Merger, dated as of
                         May 27, 1997, between HFS Incorporated and
                         CUC International Inc.

            99.1         Restated Certificate of Incorporation of
                         the combined company to be in effect upon
                         consummation of the Merger.

            99.2         Amended and Restated By-Laws of the
                         combined company to be in effect upon
                         consummation of the Merger. 

            99.3         Corporate Governance Plan for the combined
                         company.

            99.4         Joint Press Release, dated May 27, 1997,
                         issued by HFS Incorporated and CUC
                         International Inc.

                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunder duly authorized.

          Dated:  May 28, 1997

                                   HFS INCORPORATED

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

                                EXHIBIT INDEX

          Exhibit
          Number              Description

            2.1          Agreement and Plan of Merger, dated as of
                         May 27, 1997, between HFS Incorporated and
                         CUC International Inc.

            99.1         Restated Certificate of Incorporation of
                         the combined company to be in effect upon
                         consummation of the Merger.

            99.2         Amended and Restated By-Laws of the
                         combined company to be in effect upon
                         consummation of the Merger.

            99.3         Corporate Governance Plan for the combined
                         company.

            99.4         Joint Press Release, dated May 27, 1997,
                         issued by HFS Incorporated and CUC
                         International Inc.