SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   Form 8-K/A
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                         March 26, 1997 (April 2, 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/A amends the Current Report on Form 8-K of
HFS  Incorporated  (the "Company")  dated April 5, 1996 for purposes of revising
the pro forma financial information previously filed as Exhibit 99.6.

Item 7.        Exhibits

Exhibit
   No.         Description

  99.6         Pro Forma financial statements of the Company including the
               following:

               Section A - The pro forma  consolidated  balance  sheet of the
               Company as of December 31, 1995,  which  reflects the 
               acquisitions  of the six United States non-owned  Century 21
               regions  ("Century 21 NORS"), the Travelodge and Electronic
               Realty Associates ("ERA") franchise systems, (collectively, the
               "1996 Acquisitions") and the proceeds from the  February  22,
               1996  issuance of $240  million of 4 3/4% convertible  senior
               notes (the "4 3/4%  Notes") due 2003,  to the extent such
               proceeds were used to finance the 1996  acquisitions; and the
               related pro forma  consolidated  statement of  operations
               for the year ended December 31, 1995.

               Section B -The pro forma  consolidated  statement of operations
               of the Company for the year ended December 31, 1995, excluding
               the effect of the 1996 Acquisitions.

                                                  




                                   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/     Michael P. Monaco
                                        Michael P. Monaco
                                        Vice Chairman
                                        and Chief Financial Officer


Date: March 26, 1997






                                                   










                                HFS INCORPORATED
                          CURRENT REPORT ON FORM 8-K/A
                   Report Dated March 26, 1997 (April 2, 1996)


                                  EXHIBIT INDEX


Exhibit No.       Description                                           Page No.

  99.6    Pro Forma financial statements of the Company including the following:
     
          Section A - The pro forma consolidated balance sheet of the Company
          as of December 31, 1995, which reflects the acquisitions of the six
          United States non-owned Century 21 regions ("Century 21 NORS"), the
          Travelodge and Electronic Realty Associates ("ERA") franchise
          systems, (collectively, the "1996 Acquisitions") and the proceeds
          from the February 22, 1996 issurance of $240 million of 4 3/4%
          convertible  senior notes (the "4 3/4% Notes") due 2,003, to the
          extent  such  proceeds  were used to finance the 1996 acquisitions;
          and the related pro forma consolidated statement of operations for
          the year ended December 31, 1995.

          Section B -The pro forma consolidated  statement of operations of the
          Company for the year ended December 31, 1995, excluding the effects of
          the 1996 Acquisitions.