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) January 21, 1997

                         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

      On January 21, 1997, CUC International Inc. (the "Company")
announced  changes in the senior management team of its  software
division, CUC Software.  Robert Davidson, chief executive officer
of  CUC  Software, and Janice Davidson, president of  Davidson  &
Associates, Inc., a subsidiary of the Company, are stepping  down
from their day-to-day responsibilities, while Christopher McLeod,
a  member  of  the office of the president and an executive  vice
president of the Company, will become chief executive officer  of
CUC  Software.   Mr. Davidson will remain a vice chairman  and  a
member  of  the  board  of directors of  the  Company,  and  Mrs.
Davidson  will  continue  to advise the Company,  assist  in  the
management transition and serve on the board of directors of  the
Company.

      The  information  set forth in the press  release  attached
hereto  as Exhibit 99 is incorporated herein by reference in  its
entirety.

ITEM 7.   EXHIBITS

     c.  Exhibits
     
     99.   Press  Release  issued by CUC  International  Inc.  on
           January 21, 1997.
     




                           SIGNATURES



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: January 22, 1997    By: COSMO CORIGLIANO
                              Cosmo Corigliano - Senior Vice President
                              and Chief Financial Officer
                              (Principal Financial and Accounting
                              Officer)


                          EXHIBIT INDEX

Exhibit No.                                  Page No.

99             Press Release issued by            5
               CUC International Inc. on
               January 21, 1997