As filed with the Securities and Exchange Commission on July 2, 1997
                          
                                             Registration No. 333 - _______


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                  _______________________________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
                  _______________________________________

                           CUC INTERNATIONAL INC.
          (Exact name of Registrant as Specified in its Charter)

                Delaware                               06-0918165
       (State or Other Jurisdiction                 (I.R.S. Employer
     of Incorporation or Organization)             Identification No.)

            707 Summer Street
          Stamford, Connecticut                             06901
  (Address of Principal Executive Offices)                (Zip Code)

               CUC International Inc. 1997 Stock Option Plan
           CUC International Inc. 1992 Employee Stock Option Plan
 CUC International Inc. 1992 Bonus and Salary Replacement Stock Option Plan
             Individual Option Agreements with Certain Employees
                         (Full Title of the Plans)
                 _______________________________________

                             Cosmo Corigliano
                          CUC INTERNATIONAL INC.
                            707 Summer Street
                       Stamford, Connecticut  06901
                 (Name and Address of Agent for Service)
                                
                              (203) 324-9261
       (Telephone Number, Including Area Code, of Agent for Service)
                _______________________________________

                    CALCULATION OF REGISTRATION FEE


                                 Proposed     Proposed
Title Of                         Maximum      Maximum
Securities    Amount             Offering     Aggregate       Amount Of
To Be         To Be              Price        Offering        Registration
Registered    Registered         Per Share    Price           Fee
___________________________________________________________________________

Common Stock, 30,000,000 shares  $25.46875(1) $764,062,500(1) $231,534.09(1)
$.01 par value 1,600,000 shares  $20.50 (2)   $ 32,800,000(2) $  9,939.39(2)
____________________________________________________________________________
Total         31,600,000 shares               $796,862,500    $241,473.48


(1)  Pursuant to Rule 457(c) under the Securities Act of 1933
     (the "Securities Act"), the proposed maximum offering price and
     the registration fee are based on the average of the high and low
     prices per share of the Registrant's Common Stock reported on the
     New York Stock Exchange Composite Tape on June 30, 1997.

(2)  Pursuant to Rule 457(h) under the Securities Act, the proposed 
     maximum offering price and the registration fee are based on the 
     exercise price of options outstanding.


                             PART I

          INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The documents containing the information specified in this
Part I will be sent or given to all participants in the CUC
International Inc. 1997 Stock Option Plan (the "1997 Plan"), the
CUC International Inc. 1992 Employee Stock Option Plan (the "1992
Plan"), the CUC International Inc. 1992 Bonus and Salary
Replacement Stock Option Plan (the "Replacement Plan") and the
employee recipients of certain individual option agreements  (the
"Non-Plan Grants"; collectively, with the 1997 Plan, the 1992
Plan and the Replacement Plan, the "Plans"), as specified by Rule
428(b)(1) under the Securities Act.   Such documents are not
filed with the Securities and Exchange Commission (the "Commission") 
either as part of this Registration Statement or as prospectuses or 
prospectus supplements pursuant to Rule 424 under the Securities Act.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of this Registration 
Statement, taken together, constitute a prospectus that meets the 
requirements of Section 10(a) of the Securities Act.

     With respect to the 1992 Plan, the contents of the Registrant's 
earlier registration statements on Form S-8, filed January 10, 1994 
(Registration No. 33-74066), April 27, 1995 (Registration No. 33-91658), 
January 26, 1996 (Registration No.333-00475) and May 7,1996 
(Registration No. 333-03237) are incorporated herein by reference.

     With respect to the Replacement Plan, the contents of the Registrant's 
earlier registration statements on Form S-8, filed March 2, 1993 
(Registration No. 33-58896), April 27, 1995 (Registration No. 33-91656) 
and May 7, 1996 (Registration No. 333-03241) are incorporated herein by 
reference.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by
reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal
     year ended January 31, 1997; and

(b)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended April 30, 1997; and

(c)  The Registrant's Current Reports on Form 8-K dated February
     4, 1997, February 13, 1997, February 26, 1997, March 17,
     1997 and May 29, 1997; and

(d)  Description of the Registrant's common stock, par value $.01
     per share ("Common Stock"), contained in the Registrant's
     Registration Statements on Form 8-A, as filed with the
     Commission on July 27, 1984 and August 15, 1989, including
     any amendment or report filed with the Commission for the
     purpose of updating such description.

     All documents and reports subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such
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 such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plans pursuant to 
this Registration Statement.  Mr. Gershowitz is a vice president and 
associate general counsel of the Comp-U-Card Division of the Registrant.  
A copy of this opinion is attached as Exhibit 5 to this Registration 
Statement.  Mr. Gershowitz holds shares of Common Stock and options to 
acquire shares of Common Stock.

Item 6. Indemnification of Directors and Officers

        Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify
any person who was or is a party to 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) by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.  A Delaware corporation may
indemnify directors, officers, employees and other agents of such
corporation in an action by or in the right of the corporation
under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation.
Where a director, officer, employee of agent of the corporation
is successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorney's fees)
which he or she actually and reasonably incurred in connection
therewith.

       The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted 
by, and in the manner permissible under, the GCL.

       As permitted by Section 102(b)(7) of the GCL, the Registrant's 
Restated Certificate of Incorporation contains a provision eliminating 
the personal liability of a director to the Registrant or its stockholders 
for monetary damages for breach of fiduciary duty as a director, subject 
to certain exceptions.

Item 7. Exemption from Registration Claimed

        No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits

        4.1  CUC International Inc. 1997 Stock Option Plan
             (filed as Exhibit 10.23 to the Registrant's Form 10-Q
             for the period ended April 30, 1997).*
        4.2  Form of Stock Option Contract - 1997 Stock Option
             Plan (filed as Exhibit 10.24 to the Registrant's Form
             10-Q for the period ended April 30,1997).*
        4.3  CUC International Inc.  1992 Employee Stock Option Plan
        4.4  Form of Stock Option Contract -- 1992 Employee Stock
             Option Plan
        4.5  CUC International Inc. 1992 Bonus & Salary Replacement
             Stock Option Plan
        4.6  Form of Stock Option Contract - 1992 Bonus & Salary
             Replacement Stock Option Plan
        4.7  Form of Non-Plan Grant Option Contract with Certain
             Employees
        5.   Opinion of Jeffrey A. Gershowitz, Esq. as to the
             legality of the securities being registered
       15.   Letter re:  Unaudited Interim Financial Information
       23.1  Consent of Ernst & Young LLP
       23.2  Consent of Deloitte & Touche LLP
       23.3  Consent of KPMG Peat Marwick LLP
       23.4  Consent of Price Waterhouse LLP
       23.5  Consent of Jeffrey A. Gershowitz, Esq. (included
             in the opinion filed as Exhibit 5 hereto)
       24.   Powers of Attorney of certain officers and directors 
             of the Registrant (included on the signature page of 
             this Registration Statement)
_______________________
* Incorporated by reference.


Item 9. Undertakings

        a.   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;

                (ii) To reflect in the prospectus any facts or events 
                     arising after the effective date of this Registration 
                     Statement (or the most recent post-effective amendment
                     hereof) which, individually or in theaggregate, 
                     represent a fundamental change in the information set 
                     forth in this Registration Statement;

               (iii) To include any material information with respect to 
                     the plan of distribution not previously disclosed in 
                     this Registration Statement or any material change
                     to such information in this Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(iii)
                do 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 15(d) of the Exchange Act that are incorporated
                by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under 
               the Securities Act, 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.

     b.   The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or 
          15(d) of the Exchange Act that is incorporated by reference in 
          this 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.

     c.   Insofar as indemnification for liabilities arising under the 
          Securities Act 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 Commission such indemnification is against 
          public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final 
          adjudication of such issue.
          

 
                                SIGNATURES
     Pursuant to the requirements of the Securities Act of  1933,
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 Stamford, State of Connecticut, on this 2nd  day  of
July, 1997.

                           CUC INTERNATIONAL INC.

                         By: /s/ Walter A. Forbes
                             Walter A. Forbes
                             Chief Executive Officer and Chairman of
                                the Board of Directors

                          POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature appears below hereby constitutes and appoints Walter A.
Forbes  and E. Kirk Shelton, and each and either of them, his  or
her  true and lawful attorney-in-fact and agent, with full  power
of  substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective
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  said  attorneys-in-fact and agents, and each of them,  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 or she might
or  could do in person, hereby ratifying and confirming all  that
said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
Registration  Statement has been signed below  by  the  following
persons in the capacities and on the dates indicated.

     Signature                       Title                         Date

/s/ Walter A. Forbes      Chief Executive Officer and          July 2, 1997
Walter A. Forbes           Chairman of the Board (Principal 
                           Executive Officer)

/s/ Cosmo Corigliano      Senior Vice President and Chief      July 2, 1997
Cosmo Corigliano           Financial Officer (Principal  
                           Financial and Accounting Officer)

/s/ Bartlett Burnap              Director                      July 2, 1997
Bartlett Burnap

/s/ T. Barnes Donnelley          Director                      July 2, 1997
T. Barnes Donnelley

/s/ Stephen A. Greyser           Director                      July 2, 1997
Stephen A. Greyser

/s/ Christopher K. McLeod        Director                      July 2, 1997
Christopher K. McLeod

/s/ Burton C. Perfit             Director                      July 2, 1997
Burton C. Perfit

/s/ Robert P. Rittereiser        Director                      July 2, 1997
Robert P. Rittereiser

/s/ Stanley M. Rumbough, Jr.     Director                      July 2, 1997
Stanley M. Rumbough, Jr.

/s/ E. Kirk Shelton              Director                      July 2, 1997
E. Kirk Shelton

/s/ Kenneth A. Williams          Director                      July 2, 1997
Kenneth A. Williams

                         EXHIBIT INDEX


Exhibit Number      Description                                      Page

4.1             CUC International Inc. 1997 Stock Option Plan (filed
                as Exhibit 10.23  to the Registrant's Form 10-Q for 
                the period ended April 30, 1997).*

4.2             Form of Stock Option Contract - 1997 Stock Option
                Plan (filed as Exhibit 10.24 to the Registrant's 
                Form 10-Q for the period ended April 30, 1997).*

4.3             CUC International Inc. 1992 Employee Stock Option Plan

4.4             Form of Stock Option Contract -- 1992 Employee Stock
                Option Plan

4.5             CUC International Inc. 1992 Bonus & Salary Replacement
                Stock Option Plan

4.6             Form of Stock Option Contract -- 1992 Bonus & Salary
                Replacement Stock Option Plan

4.7             Form of Non-Plan Grant Option Contract with Certain
                Employees

5               Opinion of Jeffrey A. Gershowitz, Esq. as to
                legality of the securities being registered

15.             Letter re:  Unaudited Interim Financial Information

23.1            Consent of Ernst & Young LLP

23.2            Consent of Deloitte & Touche LLP

23.3            Consent of KPMG Peat Marwick LLP

23.4            Consent of Price Waterhouse LLP

23.5            Consent of Jeffrey A. Gershowitz, Esq. (included
                in the opinion filed as Exhibit 5 hereto)

24              Powers of Attorney of certain officers and directors 
                of the Registrant (included on the signature page of
                this Registration Statement)

____________________________
*  Incorporated by reference.
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{"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": "S-8", "act": "33", "file-number": "333-30649", "film-number": "97635579"}, "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"}}
As filed with the Securities and Exchange Commission on July 2, 1997
                          
                                             Registration No. 333 - _______

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                  _______________________________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933
                  _______________________________________

                           CUC INTERNATIONAL INC.
          (Exact name of Registrant as Specified in its Charter)

                Delaware                               06-0918165
       (State or Other Jurisdiction                 (I.R.S. Employer
     of Incorporation or Organization)             Identification No.)

            707 Summer Street
          Stamford, Connecticut                             06901
  (Address of Principal Executive Offices)                (Zip Code)

               CUC International Inc. 1997 Stock Option Plan
           CUC International Inc. 1992 Employee Stock Option Plan
 CUC International Inc. 1992 Bonus and Salary Replacement Stock Option Plan
             Individual Option Agreements with Certain Employees
                         (Full Title of the Plans)
                 _______________________________________

                             Cosmo Corigliano
                          CUC INTERNATIONAL INC.
                            707 Summer Street
                       Stamford, Connecticut  06901
                 (Name and Address of Agent for Service)
                                
                              (203) 324-9261
       (Telephone Number, Including Area Code, of Agent for Service)
                _______________________________________

                    CALCULATION OF REGISTRATION FEE

                                 Proposed     Proposed
Title Of                         Maximum      Maximum
Securities    Amount             Offering     Aggregate       Amount Of
To Be         To Be              Price        Offering        Registration
Registered    Registered         Per Share    Price           Fee
___________________________________________________________________________

Common Stock, 30,000,000 shares  $25.46875(1) $764,062,500(1) $231,534.09(1)
$.01 par value 1,600,000 shares  $20.50 (2)   $ 32,800,000(2) $  9,939.39(2)
____________________________________________________________________________
Total         31,600,000 shares               $796,862,500    $241,473.48

(1)  Pursuant to Rule 457(c) under the Securities Act of 1933
     (the "Securities Act"), the proposed maximum offering price and
     the registration fee are based on the average of the high and low
     prices per share of the Registrant's Common Stock reported on the
     New York Stock Exchange Composite Tape on June 30, 1997.

(2)  Pursuant to Rule 457(h) under the Securities Act, the proposed 
     maximum offering price and the registration fee are based on the 
     exercise price of options outstanding.

                             PART I

          INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The documents containing the information specified in this
Part I will be sent or given to all participants in the CUC
International Inc. 1997 Stock Option Plan (the "1997 Plan"), the
CUC International Inc. 1992 Employee Stock Option Plan (the "1992
Plan"), the CUC International Inc. 1992 Bonus and Salary
Replacement Stock Option Plan (the "Replacement Plan") and the
employee recipients of certain individual option agreements  (the
"Non-Plan Grants"; collectively, with the 1997 Plan, the 1992
Plan and the Replacement Plan, the "Plans"), as specified by Rule
428(b)(1) under the Securities Act.   Such documents are not
filed with the Securities and Exchange Commission (the "Commission") 
either as part of this Registration Statement or as prospectuses or 
prospectus supplements pursuant to Rule 424 under the Securities Act.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of this Registration 
Statement, taken together, constitute a prospectus that meets the 
requirements of Section 10(a) of the Securities Act.

     With respect to the 1992 Plan, the contents of the Registrant's 
earlier registration statements on Form S-8, filed January 10, 1994 
(Registration No. 33-74066), April 27, 1995 (Registration No. 33-91658), 
January 26, 1996 (Registration No.333-00475) and May 7,1996 
(Registration No. 333-03237) are incorporated herein by reference.

     With respect to the Replacement Plan, the contents of the Registrant's 
earlier registration statements on Form S-8, filed March 2, 1993 
(Registration No. 33-58896), April 27, 1995 (Registration No. 33-91656) 
and May 7, 1996 (Registration No. 333-03241) are incorporated herein by 
reference.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by
reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal
     year ended January 31, 1997; and

(b)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended April 30, 1997; and

(c)  The Registrant's Current Reports on Form 8-K dated February
     4, 1997, February 13, 1997, February 26, 1997, March 17,
     1997 and May 29, 1997; and

(d)  Description of the Registrant's common stock, par value $.01
     per share ("Common Stock"), contained in the Registrant's
     Registration Statements on Form 8-A, as filed with the
     Commission on July 27, 1984 and August 15, 1989, including
     any amendment or report filed with the Commission for the
     purpose of updating such description.

     All documents and reports subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such
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 such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plans pursuant to 
this Registration Statement.  Mr. Gershowitz is a vice president and 
associate general counsel of the Comp-U-Card Division of the Registrant.  
A copy of this opinion is attached as Exhibit 5 to this Registration 
Statement.  Mr. Gershowitz holds shares of Common Stock and options to 
acquire shares of Common Stock.

Item 6. Indemnification of Directors and Officers

        Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify
any person who was or is a party to 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) by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.  A Delaware corporation may
indemnify directors, officers, employees and other agents of such
corporation in an action by or in the right of the corporation
under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation.
Where a director, officer, employee of agent of the corporation
is successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorney's fees)
which he or she actually and reasonably incurred in connection
therewith.

       The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted 
by, and in the manner permissible under, the GCL.

       As permitted by Section 102(b)(7) of the GCL, the Registrant's 
Restated Certificate of Incorporation contains a provision eliminating 
the personal liability of a director to the Registrant or its stockholders 
for monetary damages for breach of fiduciary duty as a director, subject 
to certain exceptions.

Item 7. Exemption from Registration Claimed

        No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits

        4.1  CUC International Inc. 1997 Stock Option Plan
             (filed as Exhibit 10.23 to the Registrant's Form 10-Q
             for the period ended April 30, 1997).*
        4.2  Form of Stock Option Contract - 1997 Stock Option
             Plan (filed as Exhibit 10.24 to the Registrant's Form
             10-Q for the period ended April 30,1997).*
        4.3  CUC International Inc.  1992 Employee Stock Option Plan
        4.4  Form of Stock Option Contract -- 1992 Employee Stock
             Option Plan
        4.5  CUC International Inc. 1992 Bonus & Salary Replacement
             Stock Option Plan
        4.6  Form of Stock Option Contract - 1992 Bonus & Salary
             Replacement Stock Option Plan
        4.7  Form of Non-Plan Grant Option Contract with Certain
             Employees
        5.   Opinion of Jeffrey A. Gershowitz, Esq. as to the
             legality of the securities being registered
       15.   Letter re:  Unaudited Interim Financial Information
       23.1  Consent of Ernst & Young LLP
       23.2  Consent of Deloitte & Touche LLP
       23.3  Consent of KPMG Peat Marwick LLP
       23.4  Consent of Price Waterhouse LLP
       23.5  Consent of Jeffrey A. Gershowitz, Esq. (included
             in the opinion filed as Exhibit 5 hereto)
       24.   Powers of Attorney of certain officers and directors 
             of the Registrant (included on the signature page of 
             this Registration Statement)
_______________________
* Incorporated by reference.

Item 9. Undertakings

        a.   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;

                (ii) To reflect in the prospectus any facts or events 
                     arising after the effective date of this Registration 
                     Statement (or the most recent post-effective amendment
                     hereof) which, individually or in theaggregate, 
                     represent a fundamental change in the information set 
                     forth in this Registration Statement;

               (iii) To include any material information with respect to 
                     the plan of distribution not previously disclosed in 
                     this Registration Statement or any material change
                     to such information in this Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(iii)
                do 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 15(d) of the Exchange Act that are incorporated
                by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under 
               the Securities Act, 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.

     b.   The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or 
          15(d) of the Exchange Act that is incorporated by reference in 
          this 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.

     c.   Insofar as indemnification for liabilities arising under the 
          Securities Act 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 Commission such indemnification is against 
          public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final 
          adjudication of such issue.
          

 
                                SIGNATURES
     Pursuant to the requirements of the Securities Act of  1933,
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 Stamford, State of Connecticut, on this 2nd  day  of
July, 1997.

                           CUC INTERNATIONAL INC.

                         By: /s/ Walter A. Forbes
                             Walter A. Forbes
                             Chief Executive Officer and Chairman of
                                the Board of Directors

                          POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature appears below hereby constitutes and appoints Walter A.
Forbes  and E. Kirk Shelton, and each and either of them, his  or
her  true and lawful attorney-in-fact and agent, with full  power
of  substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective
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  said  attorneys-in-fact and agents, and each of them,  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 or she might
or  could do in person, hereby ratifying and confirming all  that
said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
Registration  Statement has been signed below  by  the  following
persons in the capacities and on the dates indicated.

     Signature                       Title                         Date

/s/ Walter A. Forbes      Chief Executive Officer and          July 2, 1997
Walter A. Forbes           Chairman of the Board (Principal 
                           Executive Officer)

/s/ Cosmo Corigliano      Senior Vice President and Chief      July 2, 1997
Cosmo Corigliano           Financial Officer (Principal  
                           Financial and Accounting Officer)

/s/ Bartlett Burnap              Director                      July 2, 1997
Bartlett Burnap

/s/ T. Barnes Donnelley          Director                      July 2, 1997
T. Barnes Donnelley

/s/ Stephen A. Greyser           Director                      July 2, 1997
Stephen A. Greyser

/s/ Christopher K. McLeod        Director                      July 2, 1997
Christopher K. McLeod

/s/ Burton C. Perfit             Director                      July 2, 1997
Burton C. Perfit

/s/ Robert P. Rittereiser        Director                      July 2, 1997
Robert P. Rittereiser

/s/ Stanley M. Rumbough, Jr.     Director                      July 2, 1997
Stanley M. Rumbough, Jr.

/s/ E. Kirk Shelton              Director                      July 2, 1997
E. Kirk Shelton

/s/ Kenneth A. Williams          Director                      July 2, 1997
Kenneth A. Williams

                         EXHIBIT INDEX

Exhibit Number      Description                                      Page

4.1             CUC International Inc. 1997 Stock Option Plan (filed
                as Exhibit 10.23  to the Registrant's Form 10-Q for 
                the period ended April 30, 1997).*

4.2             Form of Stock Option Contract - 1997 Stock Option
                Plan (filed as Exhibit 10.24 to the Registrant's 
                Form 10-Q for the period ended April 30, 1997).*

4.3             CUC International Inc. 1992 Employee Stock Option Plan

4.4             Form of Stock Option Contract -- 1992 Employee Stock
                Option Plan

4.5             CUC International Inc. 1992 Bonus & Salary Replacement
                Stock Option Plan

4.6             Form of Stock Option Contract -- 1992 Bonus & Salary
                Replacement Stock Option Plan

4.7             Form of Non-Plan Grant Option Contract with Certain
                Employees

5               Opinion of Jeffrey A. Gershowitz, Esq. as to
                legality of the securities being registered

15.             Letter re:  Unaudited Interim Financial Information

23.1            Consent of Ernst & Young LLP

23.2            Consent of Deloitte & Touche LLP

23.3            Consent of KPMG Peat Marwick LLP

23.4            Consent of Price Waterhouse LLP

23.5            Consent of Jeffrey A. Gershowitz, Esq. (included
                in the opinion filed as Exhibit 5 hereto)

24              Powers of Attorney of certain officers and directors 
                of the Registrant (included on the signature page of
                this Registration Statement)

____________________________
*  Incorporated by reference.