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.