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

                                  ____________

 
                        August 29, 1996 (August 29, 1996)
               (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)

      339 Jefferson Road
    Parsippany, New Jersey                                          07054
    (Address of principal executive                               (Zip Code)
           office)




                                 (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

     This  Current  Report on Form 8-K is being filed by HFS  Incorporated  (the
"Registrant")  for purposes of incorporating by reference the exhibits listed in
Item 7 hereof in certain Registration  Statements anticipated to be filed by the
Registrant under the Securities Act of 1933 in the near future.


Item 7.   Financial Statements, Pro Forma Financial Statements and Exhibits

Exhibit
   No.    Description
- -------   ---------------------------------------------------------------------

23.1      Consent of Price Waterhouse LLP

99.1      Pro forma financial  statements of the Registrant as of and for the
          six months ended June 30, 1996 and for the year ended December 31,
          1995, including the proposed  acquisition  of  Avis,  Inc.

99.2      The audited consolidated statements of financial position of Avis,
          Inc. and its subsidiaries at February  29, 1996 and February 28,1995,
          and the related consolidated  statements  of operations, of changes
          in  stockholders' equity, of changes in redeemable preferred  stock,
          and of cash  flows for each of the  three  years in the period ended
          February 29, 1996.

99.3      The unaudited consolidated financial statements of Avis, Inc. and its
          subsidiaries at May 31, 1996 and for the three months ended May 31,
          1996 and 1995.






                                 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/ Stephen P. Holmes
                                        Stephen P. Holmes
                                        Executive Vice President
                                        and Chief Financial Officer


Date: August 29, 1996

                                     





                              HFS INCORPORATED
                         CURRENT REPORT ON FORM 8-K
               Report Dated August 29, 1996 (August 29, 1996)


                                EXHIBIT INDEX


Exhibit
   No.    Description                                             Page No.
- -------   -------------------------------------------------       --------

  23.1    Consent of Price Waterhouse  LLP

  99.1    Pro forma  financial  statements  of the Registrant
          as of and for the six months ended June 30, 1996
          and for the year ended  December 31, 1995,  including
          the proposed acquisition of Avis, Inc.

  99.2    The audited consolidated statements of financial position
          of Avis, Inc. and its subsidiaries at February  29, 1996
          and February 28,1995,and the related consolidated
          statements  of operations, of changes in  stockholders'
          equity, of changes in redeemable preferred  stock,
          and of cash  flows for each of the  three  years in the
          period ended February 29, 1996.

  99.3    The unaudited consolidated financial statements of Avis,
          Inc. and its subsidiaries at May 31, 1996 and for the
          three months ended May 31, 1996 and 1995.