SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ Form 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 Commission File No. 1-11402 ____________ HFS Incorporated (Exact name of Registrant as specified in its charter) Delaware 22-3059335 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 339 Jefferson Road Parsippany, New Jersey 07054 (Address of principal executive office) (Zip Code) (201) 428-9700 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if applicable) ____________ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of each of the Registrant's classes of common stock was 123,245,314 shares of Common Stock outstanding as at August 6, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. Description 10.1 Employment Agreement dated as of June 30, 1996 between the Company and Henry R. Silverman.* 10.2 Form of Second Amended and Restated Financing Agreement dated as of July 24, 1996 between the Company and National Lodging Corp.* 10.3 Form of Amended and Restated Corporate Services Agreement dated as of January 24, 1996 between the Company and National Lodging Corp.* 11 Statement re: computation of per share earnings* 27 Financial Data Schedule** (b) Reports on Form 8-K The Company filed a Current Report on Form 8-K dated April 5, 1996 for purposes of incorporating by reference certain financial statements in the Company's Registration Statements which were filed shortly after the filing of such Current Report on Form 8-K. The financial statements filed included: 1. The unaudited interim financial statements of Century 21 of Southwest, Inc., (an "S" corporation) as of December 31, 1995 and March 31, 1995 and the related statements of income and cash flows for the nine months ended December 31, 1995 and 1994. 2. The unaudited interim financial statements of Century 21 of Eastern Pennsylvania, Inc., (an "S" corporation) as of January 31, 1996 and April 30, 1995 and the related statements of operations and cash flows for the nine months ended January 31, 1996 and 1995. 3. The audited financial statements of Century 21 Real Estate of the Mid-Atlantic States, Inc., as of December 31, 1995 and the related statements of operations, retained earnings and cash flows for the year then ended. 4. The unaudited consolidated interim financial statements of Century 21 Region V, Inc., as of January 31, 1996 and July 31, 1995 and the related statements of operations and cash flows for the six months ended January 31, 1996 and 1995. 5. The audited consolidated financial statements of Electronic Realty Associates, L.P. as of and for the years ended December 31, 1995 and 1994. 6. Pro forma financial information of HFS Incorporated. The Company filed a Current Report on Form 8-K dated May 8, 1996 regarding the proposed acquisition by merger of Coldwell Banker Corporation by the Company, which acquisition was consummated on May 31, 1996. Such Current Report on Form 8-K included as exhibits the audited, consolidated financial statements of Coldwell Banker Corporation and subsidiaries as of and for the years ended December 31, 1995 and 1994, the three months ended December 31, 1993 and the nine months ended September 30, 1993, and pro forma financial information of the Company. * Previously filed ** Filed herewith SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HFS Incorporated By: /s/ James E. Buckman James E. Buckman Executive Vice President Date: August 19 1996 And General Counsel By: /s/ Stephen P. Holmes Stephen P. Holmes Executive Vice President Date: August 19 1996 And Chief Financial Officer (Principal Financial Officer And Principal Accounting Officer) EXHIBIT INDEX Exhibit No. Description 10.1 Amended and Restated Employment Agreement dated as of June 30, 1996 between the Company and Henry R. Silverman* 10.2 Form of Second Amended and Restated Financing Agreement dated as of July 24, 1996 between the Company and National Lodging Corp.* 10.3 Form of Amended and Restated Corporate Services Agreement dated as of January 24, 1996 between the Company and National Lodging Corp.* 11 Statement re: computation of per share earnings* 27 Financial data schedule** * Previously filed ** Filed herewith