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 31, 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 31, 1997, CUC International Inc. (the "Company")
announced that it has commenced a private offering of $450.0
million principal amount of its convertible subordinated notes
due February 15, 2002, subject to the initial purchasers' over-
allotment option to purchase up to an additional $112.5 million
principal amount of such notes.  The offering is being made to
qualified institutional buyers, to certain institutional
accredited investors and to certain non-U.S. persons in offshore
transactions exempt from registration under United States federal
securities laws.

     The Company intends to use the net proceeds from the sale of
the notes for general corporate purposes, including to finance
potential business acquisitions and strategic alliances that
complement the Company's businesses and implement its growth
strategy.

     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 31, 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 31, 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 31, 1997