Registration  No.  33-
SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.  20549

FORM  S-8
REGISTRATION  STATEMENT  UNDER
THE  SECURITIES  ACT  OF  1933
<TABLE>
<CAPTION>

<S>                                                            <C>
BUDGET GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE                                                       59-3327576
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                              Identification No.)

4225 Naperville Road
Lisle, Illinois 60532
(Address of principal executive offices)

BUDGET RENT A CAR CORPORATION
SAVINGSPLUS PLAN
(as Amended and Restated Effective January 1, 1993)
(Full title of the plan)

Brenda P. Johnson
Benefits Manager
4225 Naperville Road
Lisle, Illinois 60532
(Name and address of agent for service)

(630) 955-7373
(Telephone number, including area code, of agent for service)

Copies to:

Steven K. Humke
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
</TABLE>

<TABLE>
<CAPTION>

<S>                        <C>            <C>            <C>          <C>
                                          Proposed       Proposed
Title of                                  Maximum        Maximum
Securities                 Amount         Offering       Aggregate    Amount of
to be                      to be          Price          Offering     Registration-
Registered(1)              Registered     Per Share(2)   Price(2)     Fee(2)

Class A Common Shares,     70,866 Shares  $   31.75      $ 2,250,000  $      687.50
par value $.01 per share

<FN>
     1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be offered
or  sold  pursuant  to  the  employee  benefit  plan  described  herein.
     2)   The  registration  fee has been calculated pursuant to Rule 457(c) and (h) based
upon  the  closing  price  for  the  Class  A  Common  Shares  on  July  9,  1998.
</TABLE>

The  Index  to  Exhibits  is  located at page ____ in the sequential numbering
system.
<PAGE>
FORM  S-8

REGISTRATION  STATEMENT  UNDER
THE  SECURITIES  ACT  OF  1933


BUDGET  GROUP,  INC.

PART  II
INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT



Item  3.    Incorporation  of  Documents  by  Reference.

     The  following  information heretofore filed with the Commission pursuant
to  the  Securities  Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated  herein  by  reference:

     (a)          The  registrant's  latest  Annual  Report  on  Form  10-K.

     (b)     All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act  since  the  end of the fiscal year covered by the Annual Report
referred to in (a) above, including the Form 8-K filed on July 2, 1998 and the
Form  8-K  filed  on  May  13,  1997.

     (c)          The  description  of  the  registrant s Class A Common Stock
contained  in  the registrant s Registration Statement on Form 8-A dated April
15,  1997, including any amendment or report filed for the purpose of updating
such  description.

     All  documents  filed  by the registrant or the Plan pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act  after the date of this
Registration  Statement, and prior to the filing of a post-effective amendment
which  indicates  that  all  securities  offered  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be deemed to be
incorporated  by  reference  in  this  Registration Statement and to be a part
hereof  from  the  date  of  filing  of  those  documents.

Item  4.    Description  of  Securities.

     Not  applicable.

Item  5.    Interests  of  Named  Experts  and  Counsel.

     Not  applicable.


<PAGE>
Item  6.    Indemnification  of  Directors  and  Officers.

     The  following  summary  is qualified in its entirety by reference to the
complete  statute, Certificate of Incorporation, Bylaws and agreement referred
to  below.

     Section  145  of  the  General Corporation Law of the State of Delaware (
DGCL  ) provides that a corporation has the power to indemnify any director or
officer, or former director or officer, 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 the corporation) against the expenses,
(including  attorney  s  fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by them in connection with the defense of any
action by reason of being or having been directors or officers, if such person
shall have acted in good faith and in a manner reasonably believed to be in or
not  opoosed to the best interest of the corporation, and, with respect to any
criminal  action  or  proceeding,  provided that such person had no reasonable
cause  to  believe his conduct was unlawful, except that, if such action shall
be  in the right of the corporation, no such indemnification shall be provided
as  to  any  claim,  issue  or  matter as to which such person shall have been
judged  to  have  been liable to the corporation unless and to the extent that
the  Court  of  Chancery  of the State of Delaware, or any court in which such
suit  or action was brought, shall determine upon application that, in view of
all  of  the  circumstances  of the case, such person is fairly and reasonably
entitled  to  indemnify  for  such  expenses  as such court shall deem proper.

     As  permitted  by Section 102(b)(7) of the DGCL, the Amended and Restated
Certificate  of  Incorporation of the Registrant (the  Restated Certificate of
Incorporation ) provides that no director shall be liable to the Registrant or
its  stockholders  for  monetary  damages  for  breach  of fiduciary duty as a
director  other than (i) for breaches of the director s duty of loyalty to the
Registrant  and its stockholders, (ii) for acts or omissions not in good faith
or  which  involve intentional misconduct or a knowing violation of law, (iii)
for  the  unlawful  payment  of  dividends  or  unlawful  stock  purchases  or
redemptions  under  Section 174 of the DGCL, and (iv) for any transaction from
which  the  director  derived  an  improper  personal  benefit.

     The  Registrant  s  Bylaws  provide  indemnification  of the Registrant s
directors and officers, both past and present, to the fullest extent permitted
by  the  DGCL,  and  allow  the  Registrant to advance or reimburse litigation
expenses upon submission by the director or officer of an undertaking to repay
such  advances  or  reimbursements  if  it  is  ultimately  determined  that
indemnification  is  not available to such director or officer pursuant to the
Bylaws.    The  Registrant  s  Bylaws  will  also  authorize the Registrant to
purchase  and  maintain insurance on behalf of an officer or director, past or
present,  against  any  liability  asserted  against  him in any such capacity
whether  or  not  the Registrant would have the power to indemnify him against
such  liability  under  the  provisions  of  the  Restated  Certificate  of
Incorporation  or  Section  145  of  the  DGCL.


<PAGE>
     The  Registrant  has entered into indemnification agreements with each of
its  directors  and  certain  of  its executive officers.  The indemnification
agreements  require  the  Registrant,  among  other  things, to indemnify such
directors and officers against certain liabilities that may arise by reason of
their  status  or  service  as  directors  or officers (other than liabilities
arising  from  willful  misconduct of a culpable nature), and to advance their
expenses  incurred as a result of any proceeding against them as to which they
could  be  indemnified.

Item  7.    Exemption  from  Registration  Claimed.

     Not  applicable.

Item  8.    Exhibits.

     See  Index  to  Exhibits.

     No  opinion  of counsel as to the legality of the securities being issued
is  required  because  the  securities  are  not original issuance securities.

     The  Internal Revenue Service issued a determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code; however, the Plan
has been amended since such letter was issued.  The registrant will submit the
Plan and all amendments to the Plan since the date of the determination letter
to  the  Internal  Revenue Service in a timely manner and will make all of the
changes  required  by  the  IRS  in  order  to  qualify  the  Plan.

Item  9.    Undertakings.

     The  undersigned  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  of  1933;

          (ii)        To reflect in the prospectus any facts or events arising
after  the  effective  date  of the 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  the
registration  statement.    Notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if  the  total dollar value of
securities  offered  would  not  exceed  that  which  was  registered) and any
deviation from the low or high end of the estimated maximum offering range may
be  reflected  in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more  than 20 percent change in the maximum aggregate offering price set forth
in  the   Calculation of Registration Fee  table in the effective registration
statement;
<PAGE>
          (iii)        To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration statement;

provided,  however, that paragraphs (l)(i) and (l)(ii) shall 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 Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.

     (2)          That, for the purpose of determining any liability under the
Securities  Act of 1933, 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 which remain unsold at the
termination  of  the  offering.

     (4)          That,  for  purposes  of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to  section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is  incorporated by reference in the 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.

     (5)          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in  the  Act  and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
registrant  of expenses incurred or paid by a director, officer or controlling
person  of  the  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 Act
and  will  be  governed  by  the  final  adjudication  of  such  issue.

<PAGE>
     SIGNATURES

The  Registrant

     Pursuant  to  the requirements of the Securities Act of 1933, as amended,
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 Lisle, State of Illinois, on July 8,
1998.

                              BUDGET  GROUP,  INC.



                              By:    /s/  Sanford  Miller
                                          Sanford  Miller,  Chairman  and
                                          Chief  Executive  Officer


     POWER  OF  ATTORNEY

     Know  all men by these presents, that each person whose signature appears
below  constitutes and appoints Sanford Miller, John P. Kennedy and Jeffrey D.
Congdon  and  each of them (with full power to act alone), his true and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for  him  and  in  his  name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith,  with  the  Securities and Exchange Commission, granting unto those
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 in and about the
premises,  as  fully  to  all  intents and purposes as he might or could do in
person,  hereby  ratifying and confirming all that those attorneys-in-fact and
agents,  or  their  substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  on  July  8, 1998 by the following
persons  in  the  capacities  indicated:

<TABLE>

<CAPTION>



<S>                       <C>
/s/Sanford Miller         Chairman of the Board of Directors;
Sanford Miller            Chief Executive Officer

/s/John P. Kennedy        Director; President and
John P. Kennedy           Chief Operating Officer

/s/Jeffrey D. Congdon     Director; Chief Financial Officer
Jeffrey D. Congdon

/s/Ronald D. Agronin      Director
Ronald D. Agronin

/s/James F. Calvano       Director
James F. Calvano

/s/ Martin P. Gregor      Director
Martin P. Gregor

/s/ F. Perkins Hixon      Director
F. Perkins Hixon

/s/ Jeffrey R. Mirkin     Director
Jeffrey R. Mirkin

/s/ Dr. Stephen L. Weber  Director
Dr. Stephen L. Weber
</TABLE>




<PAGE>

The  Plan


     Pursuant to the requirements of the Securities Act of 1933, the Committee
charged  with the administration of the Plan had duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Lisle,  State  of  Illinois,  on July 8, 1998.


                              BUDGET  RENT  A  CAR  CORPORATION
                              SAVINGSPLUS  PLAN


                              By:  /s/  Robert  L.  Aprati
                              Its:  Executive  Vice President, General Counsel
                                    and  Secretary

<PAGE>
BUDGET  GROUP,  INC.
Registration  Statement
on
Form  S-8
<TABLE>

<CAPTION>

INDEX  TO  EXHIBITS


<S>              <C>   <C>                                 <C>
Exhibit Number
Assigned in                                                Page Number
Regulation S-K                                             in Sequential
Item 601               Description of Exhibit              Numbering System

(4)               4.1  Specimen certificate for Class A
                       Common Shares, par value $.01
                       per share. (Incorporated by
                       reference to Exhibit 4.1 to
                       Annual Report on Form 10-K for
                       the year ended December 31,
                       1995)

                  4.2  Budget Rent a Car Corporation
                       SavingsPlus Plan (as Amended
                       and Restated Effective January 1,
                       1993). 

(23)             23.1  Consent of KPMG Peat Marwick
                       LLP

                 23.2  Consent of Arthur Anderson
                       LLP

                 23.3  Consent of Deloitte & Touche
                       LLP

(24)             24.1  Power of Attorney (see Signature
                       Page).

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17472}]
{"company-data": {"conformed-name": "BUDGET GROUP INC", "cik": "0000922471", "assigned-sic": "7510", "irs-number": "593227576", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59049", "film-number": "98665720"}, "business-address": {"street1": "125 BASIN ST STE 210", "city": "DAYTONA BEACH", "state": "FL", "zip": "32114", "phone": "9042387035"}, "mail-address": {"street1": "125 BASIN STREET", "city": "DAYTONA BEACH", "state": "FL", "zip": "32114"}, "former-company": {"former-conformed-name": "TEAM RENTAL GROUP INC", "date-changed": "19940429"}}
Registration  No.  33-
SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.  20549

FORM  S-8
REGISTRATION  STATEMENT  UNDER
THE  SECURITIES  ACT  OF  1933
BUDGET GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE                                                       59-3327576
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                              Identification No.)

4225 Naperville Road
Lisle, Illinois 60532
(Address of principal executive offices)

BUDGET RENT A CAR CORPORATION
SAVINGSPLUS PLAN
(as Amended and Restated Effective January 1, 1993)
(Full title of the plan)

Brenda P. Johnson
Benefits Manager
4225 Naperville Road
Lisle, Illinois 60532
(Name and address of agent for service)

(630) 955-7373
(Telephone number, including area code, of agent for service)

Copies to:

Steven K. Humke
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
Proposed       Proposed
Title of                                  Maximum        Maximum
Securities                 Amount         Offering       Aggregate    Amount of
to be                      to be          Price          Offering     Registration-
Registered(1)              Registered     Per Share(2)   Price(2)     Fee(2)

Class A Common Shares,     70,866 Shares  $   31.75      $ 2,250,000  $      687.50
par value $.01 per share
1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be offered
or  sold  pursuant  to  the  employee  benefit  plan  described  herein.
     2)   The  registration  fee has been calculated pursuant to Rule 457(c) and (h) based
upon  the  closing  price  for  the  Class  A  Common  Shares  on  July  9,  1998.
The  Index  to  Exhibits  is  located at page ____ in the sequential numbering
system.
FORM  S-8

REGISTRATION  STATEMENT  UNDER
THE  SECURITIES  ACT  OF  1933

BUDGET  GROUP,  INC.

PART  II
INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.    Incorporation  of  Documents  by  Reference.

     The  following  information heretofore filed with the Commission pursuant
to  the  Securities  Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated  herein  by  reference:

     (a)          The  registrant's  latest  Annual  Report  on  Form  10-K.

     (b)     All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act  since  the  end of the fiscal year covered by the Annual Report
referred to in (a) above, including the Form 8-K filed on July 2, 1998 and the
Form  8-K  filed  on  May  13,  1997.

     (c)          The  description  of  the  registrant s Class A Common Stock
contained  in  the registrant s Registration Statement on Form 8-A dated April
15,  1997, including any amendment or report filed for the purpose of updating
such  description.

     All  documents  filed  by the registrant or the Plan pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act  after the date of this
Registration  Statement, and prior to the filing of a post-effective amendment
which  indicates  that  all  securities  offered  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be deemed to be
incorporated  by  reference  in  this  Registration Statement and to be a part
hereof  from  the  date  of  filing  of  those  documents.

Item  4.    Description  of  Securities.

     Not  applicable.

Item  5.    Interests  of  Named  Experts  and  Counsel.

     Not  applicable.
Item  6.    Indemnification  of  Directors  and  Officers.

     The  following  summary  is qualified in its entirety by reference to the
complete  statute, Certificate of Incorporation, Bylaws and agreement referred
to  below.

     Section  145  of  the  General Corporation Law of the State of Delaware (
DGCL  ) provides that a corporation has the power to indemnify any director or
officer, or former director or officer, 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 the corporation) against the expenses,
(including  attorney  s  fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by them in connection with the defense of any
action by reason of being or having been directors or officers, if such person
shall have acted in good faith and in a manner reasonably believed to be in or
not  opoosed to the best interest of the corporation, and, with respect to any
criminal  action  or  proceeding,  provided that such person had no reasonable
cause  to  believe his conduct was unlawful, except that, if such action shall
be  in the right of the corporation, no such indemnification shall be provided
as  to  any  claim,  issue  or  matter as to which such person shall have been
judged  to  have  been liable to the corporation unless and to the extent that
the  Court  of  Chancery  of the State of Delaware, or any court in which such
suit  or action was brought, shall determine upon application that, in view of
all  of  the  circumstances  of the case, such person is fairly and reasonably
entitled  to  indemnify  for  such  expenses  as such court shall deem proper.

     As  permitted  by Section 102(b)(7) of the DGCL, the Amended and Restated
Certificate  of  Incorporation of the Registrant (the  Restated Certificate of
Incorporation ) provides that no director shall be liable to the Registrant or
its  stockholders  for  monetary  damages  for  breach  of fiduciary duty as a
director  other than (i) for breaches of the director s duty of loyalty to the
Registrant  and its stockholders, (ii) for acts or omissions not in good faith
or  which  involve intentional misconduct or a knowing violation of law, (iii)
for  the  unlawful  payment  of  dividends  or  unlawful  stock  purchases  or
redemptions  under  Section 174 of the DGCL, and (iv) for any transaction from
which  the  director  derived  an  improper  personal  benefit.

     The  Registrant  s  Bylaws  provide  indemnification  of the Registrant s
directors and officers, both past and present, to the fullest extent permitted
by  the  DGCL,  and  allow  the  Registrant to advance or reimburse litigation
expenses upon submission by the director or officer of an undertaking to repay
such  advances  or  reimbursements  if  it  is  ultimately  determined  that
indemnification  is  not available to such director or officer pursuant to the
Bylaws.    The  Registrant  s  Bylaws  will  also  authorize the Registrant to
purchase  and  maintain insurance on behalf of an officer or director, past or
present,  against  any  liability  asserted  against  him in any such capacity
whether  or  not  the Registrant would have the power to indemnify him against
such  liability  under  the  provisions  of  the  Restated  Certificate  of
Incorporation  or  Section  145  of  the  DGCL.
The  Registrant  has entered into indemnification agreements with each of
its  directors  and  certain  of  its executive officers.  The indemnification
agreements  require  the  Registrant,  among  other  things, to indemnify such
directors and officers against certain liabilities that may arise by reason of
their  status  or  service  as  directors  or officers (other than liabilities
arising  from  willful  misconduct of a culpable nature), and to advance their
expenses  incurred as a result of any proceeding against them as to which they
could  be  indemnified.

Item  7.    Exemption  from  Registration  Claimed.

     Not  applicable.

Item  8.    Exhibits.

     See  Index  to  Exhibits.

     No  opinion  of counsel as to the legality of the securities being issued
is  required  because  the  securities  are  not original issuance securities.

     The  Internal Revenue Service issued a determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code; however, the Plan
has been amended since such letter was issued.  The registrant will submit the
Plan and all amendments to the Plan since the date of the determination letter
to  the  Internal  Revenue Service in a timely manner and will make all of the
changes  required  by  the  IRS  in  order  to  qualify  the  Plan.

Item  9.    Undertakings.

     The  undersigned  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  of  1933;

          (ii)        To reflect in the prospectus any facts or events arising
after  the  effective  date  of the 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  the
registration  statement.    Notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if  the  total dollar value of
securities  offered  would  not  exceed  that  which  was  registered) and any
deviation from the low or high end of the estimated maximum offering range may
be  reflected  in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more  than 20 percent change in the maximum aggregate offering price set forth
in  the   Calculation of Registration Fee  table in the effective registration
statement;
(iii)        To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration statement;

provided,  however, that paragraphs (l)(i) and (l)(ii) shall 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 Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.

     (2)          That, for the purpose of determining any liability under the
Securities  Act of 1933, 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 which remain unsold at the
termination  of  the  offering.

     (4)          That,  for  purposes  of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to  section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is  incorporated by reference in the 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.

     (5)          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in  the  Act  and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
registrant  of expenses incurred or paid by a director, officer or controlling
person  of  the  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 Act
and  will  be  governed  by  the  final  adjudication  of  such  issue.
SIGNATURES

The  Registrant

     Pursuant  to  the requirements of the Securities Act of 1933, as amended,
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 Lisle, State of Illinois, on July 8,
1998.

                              BUDGET  GROUP,  INC.

                              By:    /s/  Sanford  Miller
                                          Sanford  Miller,  Chairman  and
                                          Chief  Executive  Officer

     POWER  OF  ATTORNEY

     Know  all men by these presents, that each person whose signature appears
below  constitutes and appoints Sanford Miller, John P. Kennedy and Jeffrey D.
Congdon  and  each of them (with full power to act alone), his true and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for  him  and  in  his  name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith,  with  the  Securities and Exchange Commission, granting unto those
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 in and about the
premises,  as  fully  to  all  intents and purposes as he might or could do in
person,  hereby  ratifying and confirming all that those attorneys-in-fact and
agents,  or  their  substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  on  July  8, 1998 by the following
persons  in  the  capacities  indicated:
/s/Sanford Miller         Chairman of the Board of Directors;
Sanford Miller            Chief Executive Officer

/s/John P. Kennedy        Director; President and
John P. Kennedy           Chief Operating Officer

/s/Jeffrey D. Congdon     Director; Chief Financial Officer
Jeffrey D. Congdon

/s/Ronald D. Agronin      Director
Ronald D. Agronin

/s/James F. Calvano       Director
James F. Calvano

/s/ Martin P. Gregor      Director
Martin P. Gregor

/s/ F. Perkins Hixon      Director
F. Perkins Hixon

/s/ Jeffrey R. Mirkin     Director
Jeffrey R. Mirkin

/s/ Dr. Stephen L. Weber  Director
Dr. Stephen L. Weber
The  Plan

     Pursuant to the requirements of the Securities Act of 1933, the Committee
charged  with the administration of the Plan had duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Lisle,  State  of  Illinois,  on July 8, 1998.

                              BUDGET  RENT  A  CAR  CORPORATION
                              SAVINGSPLUS  PLAN

                              By:  /s/  Robert  L.  Aprati
                              Its:  Executive  Vice President, General Counsel
                                    and  Secretary
BUDGET  GROUP,  INC.
Registration  Statement
on
Form  S-8
INDEX  TO  EXHIBITS
Exhibit Number
Assigned in                                                Page Number
Regulation S-K                                             in Sequential
Item 601               Description of Exhibit              Numbering System

(4)               4.1  Specimen certificate for Class A
                       Common Shares, par value $.01
                       per share. (Incorporated by
                       reference to Exhibit 4.1 to
                       Annual Report on Form 10-K for
                       the year ended December 31,
                       1995)

                  4.2  Budget Rent a Car Corporation
                       SavingsPlus Plan (as Amended
                       and Restated Effective January 1,
                       1993). 

(23)             23.1  Consent of KPMG Peat Marwick
                       LLP

                 23.2  Consent of Arthur Anderson
                       LLP

                 23.3  Consent of Deloitte & Touche
                       LLP

(24)             24.1  Power of Attorney (see Signature
                       Page).