content: UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                  
                                  
                                  
                              FORM 8-K
                                  
                                  
                                  
                           CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                                  
  
  Date of report (Date of earliest event reported) January 23, 1997
  
                           CUC International Inc.
            (Exact Name of Registrant as Specified in Charter)
  
  
               Delaware               1-10308             06-0918165
  (State or Other Jurisdiction      (Commission       (I.R.S. Employer
    of  Incorporation)              File Number)       Identification No.)
  
  
         707 Summer Street
       Stamford, Connecticut                                06901
  (Address of Principal Executive Offices)               (Zip Code)
  
  
                               (203)324-9261
              (Registrant's telephone number, including area code)
  
  
                              Not applicable
  (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
  
        On January 23, 1997, CUC International Inc. (the "Company")
  issued  21,296  shares of its common stock, par  value  $.01  per
  share  ("Common  Stock"), to 3320201 Canada Inc.,  a  corporation
  organized  under  the laws of Canada ("Canadian Shareholder")  in
  connection  with the acquisition by a subsidiary of  the  Company
  organized under the laws of Canada ("Canadian Sub") of all of the
  outstanding  capital  stock  and a  certain  promissory  note  of
  Syntony Marketing Inc., a corporation organized under the laws of
  the  Province  of  Ontario,  Canada  ("Syntony"),  from  Canadian
  Shareholder  and  one  other shareholder of Syntony,  a  Canadian
  citizen    (collectively   with   Canadian    Shareholder,    the
  "Shareholders").   In connection with this acquisition,  Canadian
  Sub  paid  aggregate consideration to the Shareholders consisting
  of:   the  shares of Common Stock described above (all  of  which
  were  paid  and  delivered  to  the Canadian  Shareholder);  2.75
  million Canadian dollars paid at the time of the closing of  this
  acquisition;  and  1.5  million  Canadian  dollars,  payable   in
  installments  over a three-year period upon the  satisfaction  of
  certain conditions.
  
        This  issuance  of Common Stock was made  pursuant  to  the
  exemption from registration under the Securities Act of 1933 (the
  "Securities Act") provided by Regulation S promulgated under  and
  pursuant to the Securities Act, as this issuance fell within  the
  rules  governing offers and sales made outside the United  States
  without  registration under the Securities Act as  set  forth  in
  Rule 903 of Regulation S.  In particular, this issuance satisfied
  the requirements of Rule 903(c)(2) of Regulation S applicable  to
  the Company as a reporting issuer, as the issuance was made:   in
  an  offshore transaction; without directed selling efforts;  with
  offering  restrictions implemented; and to one  person  (Canadian
  Shareholder)  who has informed the Company that  is  not  a  U.S.
  person  and was not acting for the account or benefit of  a  U.S.
  person.
  
  
  
  
                             SIGNATURES
  
  
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant had duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  
  
  
  
  
                             CUC International Inc.
                             (Registrant)
  
  
  
  
  
  Date: February 4, 1997    By: COSMO CORIGLIANO
                                Cosmo Corigliano - Senior Vice President
                                and Chief Financial Officer
                                (Principal Financial and Accounting Officer)
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4005}]
metadata_filer: {"company-data": {"conformed-name": "CUC INTERNATIONAL INC /DE/", "cik": "0000723612", "assigned-sic": "7200", "irs-number": "060918165", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10308", "film-number": "97517194"}, "business-address": {"street1": "707 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2033249261"}, "mail-address": {"street1": "707 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06901"}, "former-company": {"former-conformed-name": "COMP U CARD INTERNATIONAL INC", "date-changed": "19870914"}}
text: UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                  
                                  
                                  
                              FORM 8-K
                                  
                                  
                                  
                           CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                                  
  
  Date of report (Date of earliest event reported) January 23, 1997
  
                           CUC International Inc.
            (Exact Name of Registrant as Specified in Charter)
  
               Delaware               1-10308             06-0918165
  (State or Other Jurisdiction      (Commission       (I.R.S. Employer
    of  Incorporation)              File Number)       Identification No.)
  
         707 Summer Street
       Stamford, Connecticut                                06901
  (Address of Principal Executive Offices)               (Zip Code)
  
                               (203)324-9261
              (Registrant's telephone number, including area code)
  
                              Not applicable
  (Former Name or Former Address, if Changed Since Last Report)
  
  ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
  
        On January 23, 1997, CUC International Inc. (the "Company")
  issued  21,296  shares of its common stock, par  value  $.01  per
  share  ("Common  Stock"), to 3320201 Canada Inc.,  a  corporation
  organized  under  the laws of Canada ("Canadian Shareholder")  in
  connection  with the acquisition by a subsidiary of  the  Company
  organized under the laws of Canada ("Canadian Sub") of all of the
  outstanding  capital  stock  and a  certain  promissory  note  of
  Syntony Marketing Inc., a corporation organized under the laws of
  the  Province  of  Ontario,  Canada  ("Syntony"),  from  Canadian
  Shareholder  and  one  other shareholder of Syntony,  a  Canadian
  citizen    (collectively   with   Canadian    Shareholder,    the
  "Shareholders").   In connection with this acquisition,  Canadian
  Sub  paid  aggregate consideration to the Shareholders consisting
  of:   the  shares of Common Stock described above (all  of  which
  were  paid  and  delivered  to  the Canadian  Shareholder);  2.75
  million Canadian dollars paid at the time of the closing of  this
  acquisition;  and  1.5  million  Canadian  dollars,  payable   in
  installments  over a three-year period upon the  satisfaction  of
  certain conditions.
  
        This  issuance  of Common Stock was made  pursuant  to  the
  exemption from registration under the Securities Act of 1933 (the
  "Securities Act") provided by Regulation S promulgated under  and
  pursuant to the Securities Act, as this issuance fell within  the
  rules  governing offers and sales made outside the United  States
  without  registration under the Securities Act as  set  forth  in
  Rule 903 of Regulation S.  In particular, this issuance satisfied
  the requirements of Rule 903(c)(2) of Regulation S applicable  to
  the Company as a reporting issuer, as the issuance was made:   in
  an  offshore transaction; without directed selling efforts;  with
  offering  restrictions implemented; and to one  person  (Canadian
  Shareholder)  who has informed the Company that  is  not  a  U.S.
  person  and was not acting for the account or benefit of  a  U.S.
  person.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the Registrant had duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
                             CUC International Inc.
                             (Registrant)
  
  Date: February 4, 1997    By: COSMO CORIGLIANO
                                Cosmo Corigliano - Senior Vice President
                                and Chief Financial Officer
                                (Principal Financial and Accounting Officer)