8-K

                          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) October 7, 1996

                              CUC International Inc.
           (Exact name of Registrant as specified in charter)


             Delaware                 1-10308            06-0918165
(State or other jurisdiction        (Commission       (I.R.S. Employer
  of  incorporation)                File Number)     Identification No.)


       707 Summer Street
     Stamford, Connecticut                                06901
(Address of principal executive offices)                (Zip Code)


                             (203)324-9261
            (Registrant's telephone number, including area code)


                            Not applicable
(Former name or former address, if changed since last report.)



ITEM 5.   OTHER EVENTS

                                
CUC  International Inc. (the "Company") today announced  that  it
has  filed  a  Registration Statement on Form  S-3  (Registration
Number   333-13537)  in  connection  with  a  proposed  secondary
offering  by  certain  stockholders of approximately  11  million
shares  of  the Company's common stock, par value $.01 per  share
("Common  Stock").  The selling stockholders are Robert Davidson,
Janice   Davidson,  and  certain  charitable  and  family  trusts
established by them.  Robert and Janice Davidson are the founders
of  Davidson  &  Associates, Inc. which the Company  acquired  by
merger in July, 1996.

The information set forth in the press release attached hereto as
Exhibit 99.1 is incorporated herein by reference.

ITEM 7.    EXHIBITS

Exhibit No.    Description

99.1           Press  Release  of CUC International  Inc.,  dated
               October  7,  1996, announcing the  filing  of  the
               Registration Statement.



                            SIGNATURE



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant had duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.






                           CUC International Inc.
                          (Registrant)





Date: October 7, 1996     By: COSMO CORIGLIANO
                              Cosmo Corigliano - Senior Vice President
                              and Chief Financial Officer
                              (Principal Financial and Accounting Officer)



                          EXHIBIT INDEX
                                
                                
Exhibit No.    Description                             Page No.

99.1           Press Release of CUC International           5
               Inc.,   dated  October   7,   1996,
               announcing   the  filing   of   the
               Registration Statement.
                                

EX-99

                                                Laura P. Hamilton
                               Vice President, Investor Relations
                                                   (203) 965-5141


                  CUC INTERNATIONAL INC. FILES
          REGISTRATION STATEMENT FOR SECONDARY OFFERING


      Stamford,  CT  -  October 7, 1996 - CUC International  Inc.

(NYSE:CU) today filed a Registration Statement on Form  S-3  with

the  Securities  and  Exchange Commission in  connection  with  a

proposed   secondary   offering  by   certain   stockholders   of

approximately 11,000,000 shares of CUC common stock. The  selling

shareholders  are Robert Davidson, Janice Davidson,  and  certain

charitable  and  family trusts established by them.   Robert  and

Janice Davidson are the founders of Davidson & Associates,  Inc.,

which CUC International acquired by merger in July of this year.

     It   is   expected  that  the  offering  will  be   effected

concurrently  in  the United States and internationally.   It  is

anticipated that certain of the selling stockholders  will  grant

the underwriters an option to purchase up to 1,650,000 additional

shares  of  common  stock owned by them, solely  to  cover  over-

allotments.  As adjusted for CUC's previously announced three-for-

two  stock  split (payable on approximately October 21,  1996  to

stockholders of record on October 7, 1996), the aggregate  number

of  shares proposed to be offered is 16,500,000, which  does  not

include  2,475,000  shares  subject  to  the  underwriters  over-

allotment option.  The co-lead managers for the proposed offering

are  Goldman, Sachs & Co. and Morgan Stanley & Company.  The  co-

managers  for the proposed offering are Bear Stearns & Co.  Inc.;

Donaldson,  Lufkin & Jenrette Securities Corporation;  and  Smith

Barney Inc.

     
                            - More -
October 7, 1996
Page 2




     A  registration  statement relating to these securities  has

been  filed with the Securities and Exchange Commission, but  has

not  yet become effective.  These securities may not be sold  nor

may  offers to buy be accepted prior to the time the registration

statement  becomes  effective.   This  press  release  shall  not

constitute  an offer to sell or the solicitation of an  offer  to

buy, nor shall there be any sale of these securities in any State

in  which such offer, solicitation or sale would be lawful  prior

to registration or qualification under the securities laws of any

such State.

     A  copy  of the Registration Statement can be obtained  upon

request from CUC International Inc., 707 Summer Street, Stamford,

Connecticut 06901, Attention:  Investor Relations Department.

     CUC International is a leading technology-driven, membership-

based  consumer  services company that provides  more  than  62.5

million consumers worldwide with access to home shopping, travel,

insurance, automobile, dining, home improvement, lifestyle clubs,

checking  account enhancement, and discount coupon programs.  The

Company  also provides educational and entertainment  interactive

media products.

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