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 31, 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 5.   OTHER EVENTS
  
       On January 31, 1997, CUC International Inc. (the "Company")
  announced that it has commenced a private offering of $450.0
  million principal amount of its convertible subordinated notes
  due February 15, 2002, subject to the initial purchasers' over-
  allotment option to purchase up to an additional $112.5 million
  principal amount of such notes.  The offering is being made to
  qualified institutional buyers, to certain institutional
  accredited investors and to certain non-U.S. persons in offshore
  transactions exempt from registration under United States federal
  securities laws.
  
       The Company intends to use the net proceeds from the sale of
  the notes for general corporate purposes, including to finance
  potential business acquisitions and strategic alliances that
  complement the Company's businesses and implement its growth
  strategy.
  
       The information set forth in the press release attached
  hereto as Exhibit 99 is incorporated herein by reference in its
  entirety.
  
  ITEM 7.   EXHIBITS
  
       c.  Exhibits
       
       99.  Press Release issued by CUC International Inc. on
  January 31, 1997.
       
  
  
  
  
                             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: January 31, 1997    By: COSMO CORIGLIANO
                                Cosmo Corigliano - Senior Vice President
                                and Chief Financial Officer
                                (Principal Financial and Accounting Officer)
  
  
  
  
  
  
                            EXHIBIT INDEX
  
  Exhibit No.                                  Page No.
  
  99             Press Release issued by            5
                 CUC International Inc. on
                 January 31, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3227}]
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": "97515106"}, "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 31, 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 5.   OTHER EVENTS
  
       On January 31, 1997, CUC International Inc. (the "Company")
  announced that it has commenced a private offering of $450.0
  million principal amount of its convertible subordinated notes
  due February 15, 2002, subject to the initial purchasers' over-
  allotment option to purchase up to an additional $112.5 million
  principal amount of such notes.  The offering is being made to
  qualified institutional buyers, to certain institutional
  accredited investors and to certain non-U.S. persons in offshore
  transactions exempt from registration under United States federal
  securities laws.
  
       The Company intends to use the net proceeds from the sale of
  the notes for general corporate purposes, including to finance
  potential business acquisitions and strategic alliances that
  complement the Company's businesses and implement its growth
  strategy.
  
       The information set forth in the press release attached
  hereto as Exhibit 99 is incorporated herein by reference in its
  entirety.
  
  ITEM 7.   EXHIBITS
  
       c.  Exhibits
       
       99.  Press Release issued by CUC International Inc. on
  January 31, 1997.
       
  
                             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: January 31, 1997    By: COSMO CORIGLIANO
                                Cosmo Corigliano - Senior Vice President
                                and Chief Financial Officer
                                (Principal Financial and Accounting Officer)
  
                            EXHIBIT INDEX
  
  Exhibit No.                                  Page No.
  
  99             Press Release issued by            5
                 CUC International Inc. on
                 January 31, 1997