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)     July 29, 1995
  
                                CUC International Inc.
             (Exact name of registrant as specified in its charter)
  
  
             Delaware               1-10308               06-0918165
  (State of other jurisdiction of   (Commission       (I.R.S. Employer
  incorporation or organization)     File Number)    Identification No.)
  
  
         707 Summer Street                                    06901
       Stamford, Connecticut                                (Zip Code)
  (Address of principal executive offices)
  
  
                               (203)324-9261
              (Registrant's telephone number, including area code)
  
  
                              Not applicable
  (Former name, former address and former fiscal year, if changed since  last
  report.)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  ITEM 5.   OTHER INFORMATION
  
   
                   CUC INTERNATIONAL INC. AND SUBSIDIARIES
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
                   (In thousands, except per share amounts)
  
  
  The  following unaudited pro forma condensed combined balance sheet  as  of
  July 31, 1995 ("Balance Sheet") gives effect to the pending acquisition  by
  CUC  International  Inc.  ("CUC") of North  American  Outdoor  Group,  Inc.
  ("NAOG"),  scheduled to be completed during September 1995,  including  the
  exchange  of  all  of  the  outstanding shares of NAOG  capital  stock  for
  approximately  1.5 million shares of CUC common stock, par value  $.01  per
  share ("Common Stock"), as if the proposed transaction had occurred on July
  31,  1995.  The unaudited pro forma condensed combined statements of income
  for the year ended January 31, 1995 and the six-month period ended July 31,
  1995 ("Pro Forma Statements of Income" and, collectively with the Pro Forma
  Balance  Sheet,  "Pro  Forma  Financial Statements")  give  effect  to  the
  proposed  transaction  as  if it had occurred  on  February  1,  1994.   In
  addition,  the  Pro  Forma  Statements  of  Income  give  effect   to   the
  acquisitions  by  CUC  of CUC Europe Limited ("CUC  Europe"),  Credit  Card
  Sentinel  Limited ("Sentinel"), Welcome Wagon International, Inc. ("Welcome
  Wagon"),  and GETKO Group Inc. ("GETKO") (collectively with the acquisition
  of NAOG, the "Acquisitions").
  
  The  pro  forma information is based on the historical financial statements
  of the acquired entities for the periods prior to acquisition (see Note (a)
  to  the  unaudited  pro  forma  financial information  for  the  applicable
  periods)  and the historical financial statements of CUC contained  in  its
  Annual  Report on Form 10-K for the fiscal year ended January 31, 1995  and
  the  unaudited quarterly financial information of CUC for the period  ended
  July 31, 1995 giving effect to the assumptions and adjustments described in
  the  accompanying  notes to the unaudited pro forma  financial  statements.
  Pro  forma  condensed  combined statements of income for  the  years  ended
  January  31,  1994 and 1993 for the NAOG and GETKO acquisitions,  accounted
  for  as poolings of interests, have been excluded due to the insignificance
  of  their  historical  financial statements to the  consolidated  financial
  statements of CUC.  In addition, due to their insignificance the historical
  financial statements of CUC for periods prior to February 1, 1995 have  not
  been restated.
  
  The  Pro  Forma Financial Statements may not be indicative of the operating
  results  that  actually would have occurred if the above  transactions  had
  been  consummated as of the dates indicated or the operating results  which
  may  be  obtained by CUC in the future.  The Pro Forma Financial Statements
  should  be  read  in conjunction with the audited financial statements  and
  notes thereto of CUC.
  
  
        UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                              July 31, 1995
  
  
                                 CUC
                            As Reported   NAOG    Adjustments      Pro Forma
                            -----------   ----    ----------      -----------
  ASSETS
  Current Assets
    Cash and cash equivalents $135,204  $5,110                      $140,314
    Receivables                224,355   9,652                       234,007
    Other current assets       170,602  10,599                       181,201
  
    Total current assets       530,161  25,361                       555,522
  Contract renewal rights and
    intangible assets          264,560     190                       264,750
  Other non-current assets      75,493   7,019                        82,512
                             ---------  ------                  ------------
  Total assets                $870,214 $32,570                      $902,784
                               =======  =====                    =======
  
  Accounts payable and accrued
    expenses and federal and
    income taxes payable      $102,744  $5,877                      $108,621
  Deferred memb. income, net   194,261  23,437                       217,698
  Other non-current liabs       18,323   1,009                        19,332
                              --------  -------                   -----------
  Total liabilities            315,328  30,323                       345,651
  Shareholders' equity:
    Common stock                 1,813     140   (125)(b)              1,828
    Add'l paid in capital      264,184     426    125 (b)            264,735
    Retained earnings          305,514   1,681                       307,195
    Treasury stock             (16,625)                              (16,625)
                             ---------- ------                     ----------
  Total shareholders' equity   554,886   2,247                       557,133
                             ---------- ------                     ----------
  Total liabilities and
    shareholders' equity      $870,214 $32,570                      $902,784
                               ======  =====                         ======
  
  
  
     UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
                 For the Year Ended January 31, 1995
  
  
                             CUC    Aquisitions Adjustments Pro Forma
                           -------  ---------- ---------- --------
  Membership and service                                   
  fees
     and other revenues  $1,044,669   $114,359            $1,159,028
                                                           
  EXPENSES                                                 
     Operating              282,772     29,262              312,034
     Marketing              421,987     43,420              465,407
     General and
        administrative      149,139     30,526 $2,630 (c)   182,295
     Other (income)
        expense, net            247        602  1,620 (d)     2,469
                         ---------- ---------- ---------- ---------
  Total expenses            854,145    103,810  4,250       962,205
                         ---------- ----------  --------- ---------
  Income before income
      taxes                 190,524     10,549   (4,250)    196,823
                                                           
  Provision for income
      taxes                  72,933      5,282 (1,052)(e)    77,163
                         ---------- ---------- ---------- ---------
  Net income               $117,591     $5,267  ($3,198)   $119,660
                           ========     ======   ========  ========
                                                           
  Net income per common
      share                   $0.66                           $0.66
                              =====                           =====
  Weighted average                                         
     number of common and
     dilutive common                                  
     equivalent shares
     outstanding            176,834      5,217              182,051
                            =======       ====              =======
                                                           
  
      UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
                For the Six Months Ended July 31, 1995
  
                                                             
                           CUC   Acquisitions  Adjustments Pro Forma
                         -------   ---------    ---------  ---------
  Membership and service                                     
  fees
     and other revenues  $616,175       $25,881               $642,056
                                                             
  EXPENSES                                                   
     Operating           163,797         9,792                173,589
     Marketing           244,657         8,110                252,767
     General and
       administrative     90,189         5,688    $148 (c)    96,025
     Other (income)
       expense, net        (128)            13     149 (d)        34
                         --------      --------   ---------   -------
  Total expenses         498,515        23,603       297     522,415
                         --------     ---------   ---------   -------
  Income before income
      taxes              117,660         2,278      (297)    119,641
                                                            
  Provision for income
      taxes               44,770           903     (59)(e)    45,614
                         --------     ---------   ---------   -------
  Net income             $72,890        $1,375     ($238)    $74,027
                         =======       =======     =======   =======
                                                             
  Net income per common
      share                $0.40                                $0.40
                           =====                                =====
  Weighted average                                           
     number of common and
     dilutive common                                     
     equivalent shares
     outstanding         184,440         1,530                185,970
                         =======          ====                =======
                                                             
                                                             
  
  
     NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
  
  
  (a)During  February 1995, CUC acquired Welcome Wagon and substantially  all
    of  the  assets of a related entity, Gifts International Inc., for  $19.5
    million.   During  March 1995, CUC acquired the parent  of  its  European
    licensee,  CUC  Europe, for $13 million and Sentinel for  $22.5  million.
    These  acquisitions were accounted for in accordance  with  the  purchase
    method  of  accounting and, therefore, their results of  operations  have
    been  included  in Pro Forma Statements of Income from the  beginning  of
    each period presented to their respective acquisition dates.
  
    During June 1995, CUC acquired all of the outstanding capital stock of
    GETKO  for  approximately  3.7  million  shares  of  Common  Stock  in  a
    transaction  accounted  for  as a pooling of interests.   However,  CUC's
    historical  financial statements for periods prior to  February  1,  1995
    have  not  been  restated  due to their insignificance.   Therefore,  the
    unaudited pro forma condensed combined statement of income for  the  year
    ended January 31, 1995 gives effect to the acquisition of GETKO from  the
    beginning  of  the  period.  During August 1995, CUC  announced  that  it
    entered  into  an  agreement to acquire all of  the  outstanding  capital
    stock of NAOG for approximately 1.5 million shares of Common Stock  in  a
    transaction  to  be  accounted  for as  a  pooling  of  interests,  which
    acquisition   is   expected  to  be  completed  during  September   1995.
    Therefore,  NAOG has been included in the Pro Forma Financial  Statements
    for  all  periods presented.  Pro forma condensed combined statements  of
    income  for the years ended January 31, 1994 and 1993 for NAOG and  GETKO
    have  been  excluded  due to the insignificance  of  NAOG's  and  GETKO's
    historical  financial statements to the consolidated financial statements
    of CUC.
  
  (b)  The  Pro Forma Financial Statements assume that all outstanding shares
    of  NAOG  capital stock will be converted and approximately  1.5  million
    shares  of  Common  Stock  to  be  issued  upon  the  consummation  of  a
    transaction  to be accounted for as a pooling of interests.   The  effect
    of  this  transaction was to increase Common Stock by  approximately  $15
    and  additional  paid-in capital by approximately $551 and  to  eliminate
    NAOG capital stock.
  
  The following adjustments have been made to the pro forma
  results of operations:
                                                            
                                          Increase / (Decrease)
                                                 Income
                                         ------------------------
                                         Six Months   Year Ended
                                           Ended    January 31,
                                         July 31,       1995
                                           1995
  (c)  General and Administrative:      ----------- -----------
         Amortization of excess of cost                           
         over net assets acquired          $(148)     $(2,630)
                                            ====       ======
  (d)  Other (Income) Expense, Net:                     
         Effect of cash paid to Welcome               
           Wagon shareholders on interest                
           (income) expense, net                         (585)
         Effect of cash paid to CUC Europe                        
           shareholders on interest
           (income) expense, net             (36)        (360)
         Effect of cash paid to Sentinel                          
           shareholders on interest
           (income) expense, net            (113)        (675)
                                          -------      -------
                                            (149)      (1,620)
                                             ====         ====
  (e)  Provision for Income Taxes:                  
         Tax effect of pro forma
            adjustments                       $59      $1,052
                                              ===       ======
                                                    
  
  
                                  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 thereunto duly authorized.
  
  
  
  
  
  
                             CUC International Inc.
  
  
  
  
  
  
  September 1, 1995          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": 15178}]
metadata_filer: {"company-data": {"conformed-name": "CUC INTERNATIONAL INC /DE/", "cik": "0000723612", "assigned-sic": "7370", "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": "95570267"}, "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)     July 29, 1995
  
                                CUC International Inc.
             (Exact name of registrant as specified in its charter)
  
             Delaware               1-10308               06-0918165
  (State of other jurisdiction of   (Commission       (I.R.S. Employer
  incorporation or organization)     File Number)    Identification No.)
  
         707 Summer Street                                    06901
       Stamford, Connecticut                                (Zip Code)
  (Address of principal executive offices)
  
                               (203)324-9261
              (Registrant's telephone number, including area code)
  
                              Not applicable
  (Former name, former address and former fiscal year, if changed since  last
  report.)
  
  ITEM 5.   OTHER INFORMATION
  
   
                   CUC INTERNATIONAL INC. AND SUBSIDIARIES
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
                   (In thousands, except per share amounts)
  
  The  following unaudited pro forma condensed combined balance sheet  as  of
  July 31, 1995 ("Balance Sheet") gives effect to the pending acquisition  by
  CUC  International  Inc.  ("CUC") of North  American  Outdoor  Group,  Inc.
  ("NAOG"),  scheduled to be completed during September 1995,  including  the
  exchange  of  all  of  the  outstanding shares of NAOG  capital  stock  for
  approximately  1.5 million shares of CUC common stock, par value  $.01  per
  share ("Common Stock"), as if the proposed transaction had occurred on July
  31,  1995.  The unaudited pro forma condensed combined statements of income
  for the year ended January 31, 1995 and the six-month period ended July 31,
  1995 ("Pro Forma Statements of Income" and, collectively with the Pro Forma
  Balance  Sheet,  "Pro  Forma  Financial Statements")  give  effect  to  the
  proposed  transaction  as  if it had occurred  on  February  1,  1994.   In
  addition,  the  Pro  Forma  Statements  of  Income  give  effect   to   the
  acquisitions  by  CUC  of CUC Europe Limited ("CUC  Europe"),  Credit  Card
  Sentinel  Limited ("Sentinel"), Welcome Wagon International, Inc. ("Welcome
  Wagon"),  and GETKO Group Inc. ("GETKO") (collectively with the acquisition
  of NAOG, the "Acquisitions").
  
  The  pro  forma information is based on the historical financial statements
  of the acquired entities for the periods prior to acquisition (see Note (a)
  to  the  unaudited  pro  forma  financial information  for  the  applicable
  periods)  and the historical financial statements of CUC contained  in  its
  Annual  Report on Form 10-K for the fiscal year ended January 31, 1995  and
  the  unaudited quarterly financial information of CUC for the period  ended
  July 31, 1995 giving effect to the assumptions and adjustments described in
  the  accompanying  notes to the unaudited pro forma  financial  statements.
  Pro  forma  condensed  combined statements of income for  the  years  ended
  January  31,  1994 and 1993 for the NAOG and GETKO acquisitions,  accounted
  for  as poolings of interests, have been excluded due to the insignificance
  of  their  historical  financial statements to the  consolidated  financial
  statements of CUC.  In addition, due to their insignificance the historical
  financial statements of CUC for periods prior to February 1, 1995 have  not
  been restated.
  
  The  Pro  Forma Financial Statements may not be indicative of the operating
  results  that  actually would have occurred if the above  transactions  had
  been  consummated as of the dates indicated or the operating results  which
  may  be  obtained by CUC in the future.  The Pro Forma Financial Statements
  should  be  read  in conjunction with the audited financial statements  and
  notes thereto of CUC.
  
        UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                              July 31, 1995
  
                                 CUC
                            As Reported   NAOG    Adjustments      Pro Forma
                            -----------   ----    ----------      -----------
  ASSETS
  Current Assets
    Cash and cash equivalents $135,204  $5,110                      $140,314
    Receivables                224,355   9,652                       234,007
    Other current assets       170,602  10,599                       181,201
  
    Total current assets       530,161  25,361                       555,522
  Contract renewal rights and
    intangible assets          264,560     190                       264,750
  Other non-current assets      75,493   7,019                        82,512
                             ---------  ------                  ------------
  Total assets                $870,214 $32,570                      $902,784
                               =======  =====                    =======
  
  Accounts payable and accrued
    expenses and federal and
    income taxes payable      $102,744  $5,877                      $108,621
  Deferred memb. income, net   194,261  23,437                       217,698
  Other non-current liabs       18,323   1,009                        19,332
                              --------  -------                   -----------
  Total liabilities            315,328  30,323                       345,651
  Shareholders' equity:
    Common stock                 1,813     140   (125)(b)              1,828
    Add'l paid in capital      264,184     426    125 (b)            264,735
    Retained earnings          305,514   1,681                       307,195
    Treasury stock             (16,625)                              (16,625)
                             ---------- ------                     ----------
  Total shareholders' equity   554,886   2,247                       557,133
                             ---------- ------                     ----------
  Total liabilities and
    shareholders' equity      $870,214 $32,570                      $902,784
                               ======  =====                         ======
  
     UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
                 For the Year Ended January 31, 1995
  
                             CUC    Aquisitions Adjustments Pro Forma
                           -------  ---------- ---------- --------
  Membership and service                                   
  fees
     and other revenues  $1,044,669   $114,359            $1,159,028
                                                           
  EXPENSES                                                 
     Operating              282,772     29,262              312,034
     Marketing              421,987     43,420              465,407
     General and
        administrative      149,139     30,526 $2,630 (c)   182,295
     Other (income)
        expense, net            247        602  1,620 (d)     2,469
                         ---------- ---------- ---------- ---------
  Total expenses            854,145    103,810  4,250       962,205
                         ---------- ----------  --------- ---------
  Income before income
      taxes                 190,524     10,549   (4,250)    196,823
                                                           
  Provision for income
      taxes                  72,933      5,282 (1,052)(e)    77,163
                         ---------- ---------- ---------- ---------
  Net income               $117,591     $5,267  ($3,198)   $119,660
                           ========     ======   ========  ========
                                                           
  Net income per common
      share                   $0.66                           $0.66
                              =====                           =====
  Weighted average                                         
     number of common and
     dilutive common                                  
     equivalent shares
     outstanding            176,834      5,217              182,051
                            =======       ====              =======
                                                           
  
      UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
                For the Six Months Ended July 31, 1995
  
                                                             
                           CUC   Acquisitions  Adjustments Pro Forma
                         -------   ---------    ---------  ---------
  Membership and service                                     
  fees
     and other revenues  $616,175       $25,881               $642,056
                                                             
  EXPENSES                                                   
     Operating           163,797         9,792                173,589
     Marketing           244,657         8,110                252,767
     General and
       administrative     90,189         5,688    $148 (c)    96,025
     Other (income)
       expense, net        (128)            13     149 (d)        34
                         --------      --------   ---------   -------
  Total expenses         498,515        23,603       297     522,415
                         --------     ---------   ---------   -------
  Income before income
      taxes              117,660         2,278      (297)    119,641
                                                            
  Provision for income
      taxes               44,770           903     (59)(e)    45,614
                         --------     ---------   ---------   -------
  Net income             $72,890        $1,375     ($238)    $74,027
                         =======       =======     =======   =======
                                                             
  Net income per common
      share                $0.40                                $0.40
                           =====                                =====
  Weighted average                                           
     number of common and
     dilutive common                                     
     equivalent shares
     outstanding         184,440         1,530                185,970
                         =======          ====                =======
                                                             
                                                             
  
     NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
  
  (a)During  February 1995, CUC acquired Welcome Wagon and substantially  all
    of  the  assets of a related entity, Gifts International Inc., for  $19.5
    million.   During  March 1995, CUC acquired the parent  of  its  European
    licensee,  CUC  Europe, for $13 million and Sentinel for  $22.5  million.
    These  acquisitions were accounted for in accordance  with  the  purchase
    method  of  accounting and, therefore, their results of  operations  have
    been  included  in Pro Forma Statements of Income from the  beginning  of
    each period presented to their respective acquisition dates.
  
    During June 1995, CUC acquired all of the outstanding capital stock of
    GETKO  for  approximately  3.7  million  shares  of  Common  Stock  in  a
    transaction  accounted  for  as a pooling of interests.   However,  CUC's
    historical  financial statements for periods prior to  February  1,  1995
    have  not  been  restated  due to their insignificance.   Therefore,  the
    unaudited pro forma condensed combined statement of income for  the  year
    ended January 31, 1995 gives effect to the acquisition of GETKO from  the
    beginning  of  the  period.  During August 1995, CUC  announced  that  it
    entered  into  an  agreement to acquire all of  the  outstanding  capital
    stock of NAOG for approximately 1.5 million shares of Common Stock  in  a
    transaction  to  be  accounted  for as  a  pooling  of  interests,  which
    acquisition   is   expected  to  be  completed  during  September   1995.
    Therefore,  NAOG has been included in the Pro Forma Financial  Statements
    for  all  periods presented.  Pro forma condensed combined statements  of
    income  for the years ended January 31, 1994 and 1993 for NAOG and  GETKO
    have  been  excluded  due to the insignificance  of  NAOG's  and  GETKO's
    historical  financial statements to the consolidated financial statements
    of CUC.
  
  (b)  The  Pro Forma Financial Statements assume that all outstanding shares
    of  NAOG  capital stock will be converted and approximately  1.5  million
    shares  of  Common  Stock  to  be  issued  upon  the  consummation  of  a
    transaction  to be accounted for as a pooling of interests.   The  effect
    of  this  transaction was to increase Common Stock by  approximately  $15
    and  additional  paid-in capital by approximately $551 and  to  eliminate
    NAOG capital stock.
  
  The following adjustments have been made to the pro forma
  results of operations:
                                                            
                                          Increase / (Decrease)
                                                 Income
                                         ------------------------
                                         Six Months   Year Ended
                                           Ended    January 31,
                                         July 31,       1995
                                           1995
  (c)  General and Administrative:      ----------- -----------
         Amortization of excess of cost                           
         over net assets acquired          $(148)     $(2,630)
                                            ====       ======
  (d)  Other (Income) Expense, Net:                     
         Effect of cash paid to Welcome               
           Wagon shareholders on interest                
           (income) expense, net                         (585)
         Effect of cash paid to CUC Europe                        
           shareholders on interest
           (income) expense, net             (36)        (360)
         Effect of cash paid to Sentinel                          
           shareholders on interest
           (income) expense, net            (113)        (675)
                                          -------      -------
                                            (149)      (1,620)
                                             ====         ====
  (e)  Provision for Income Taxes:                  
         Tax effect of pro forma
            adjustments                       $59      $1,052
                                              ===       ======
                                                    
  
                                  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 thereunto duly authorized.
  
                             CUC International Inc.
  
  September 1, 1995          COSMO CORIGLIANO
                             Cosmo Corigliano - Senior Vice President
                             and Chief Financial Officer
                             (Principal Financial and Accounting Officer)