SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    Form 8-K
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                          July 15, 1997 (July 15, 1997)
               (Date of Report (date of earliest event reported))


                                HFS Incorporated
             (Exact name of Registrant as specified in its charter)


        Delaware                          1-11402                    22-3059335
(State or other jurisdiction         (Commission File No.)     (I.R.S. Employer
of incorporation or organization)                         Identification Number)

        6 Sylvan Way
   Parsippany, New Jersey                                              07054
(Address of principal executive office)                              (Zip Code)





                                 (201) 428-9700
              (Registrant's telephone number, including area code)



                                      None
       (Former name, former address and former fiscal year, if applicable)


















Item 5.        Other Events

On April 30, 1997, HFS  Incorporated  (the  "Company")  acquired PHH Corporation
("PHH") by merger (the "PHH Merger") for  approximately  30.3 million  shares of
Company common stock in exchange for all of the outstanding common stock of PHH.
PHH is the world's largest  provider of corporate  relocation  services and also
provides mortgage and fleet management services.

     The Securities and Exchange Commission in its Accounting Series Release No.
135 ("ASR No.  135"), prohibits  affiliates  of a company  that are a party to a
business  combination  from selling any common stock  received in such  business
combination accounted for as a pooling of interests until such time as financial
results covering at least 30 days of post-merger  combined  operations have been
published.  In  accordance  with  ASR No.  135  and  certain  provisions  of the
Agreement  and Plan of Merger,  dated as of  November  10, 1996 by and among the
Company,  Mercury Acq. Corp., a wholly owned subsidiary of the Company, and PHH,
the  combined  results of  operations  for the month  ended May 31, 1997 were as
follows:

               Revenues                           $   190,374,000
               Net income                              41,243,000

The  above  results  have been  prepared  and  published  only for  purposes  of
complying with the above contractual  requirements and with pooling of interests
accounting  requirements  and  therefore  are not  indicative  or  predictive of
results for any interim period or for the calendar year ended December 31, 1997.
The results also do not include a one-time restructuring charge of approximately
$287 million before related tax benefits  recorded upon  consummation of the PHH
Merger on April 30, 1997.






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                                   SIGNATURES



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

                                HFS INCORPORATED



                                By:  /s/     Scott E. Forbes
                                             Scott E. Forbes
                                             Senior Vice President and
                                             Chief Accounting Officer


Date: July 15, 1997


















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