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

                                  ------------


                          July 15, 1997 (July 15, 1997)
               (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)

           6 Sylvan Way
     Parsippany, New Jersey                                              07054
(Address of principal executive office)                              (Zip Code)





                                 (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  includes  the  financial   statements  and
management's  discussion  and  analysis of  financial  condition  and results of
operations of HFS Incorporated (the "Company") and gives  retroactive  effect to
the acquisition by merger of PHH Corporation with and into the Company which has
been accounted for as a pooling of interests.

Item 7.        Exhibits

Exhibit
   No.         Description

11             Computation of per share earnings

23.1           Consent of Deloitte & Touche LLP

23.2           Consent of KPMG Peat Marwick LLP

27             Financial data schedule

99.1           Management's discussion and analysis of financial condition and
               results of operations of HFS Incorporated.

99.2           The financial statements of HFS Incorporated as restated to give
               effect to the acquisition by merger of PHH Corporation which has
               been accounted for as a pooling of interests.





                                       




                                   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/     Scott E. Forbes
                                           Scott E. Forbes
                                           Senior Vice President
                                           and Chief Accounting Officer


Date: July 15, 1997




























                                        






                                HFS INCORPORATED
                          CURRENT REPORT ON FORM 8-K/A
                   Report Dated July 15, 1997 (July 15, 1997)


                                  EXHIBIT INDEX


Exhibit No.       Description                                           Page No.

11                Computation of per share earnings

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of KPMG Peat Marwick LLP

27                Financial data schedule

99.1              Management's discussion and analysis of financial condition
                  and results of operations of HFS Incorporated.

99.2              The financial statements of HFS Incorporated as restated to
                  give effect to the acquisition by merger of PHH Corporation
                  which has been accounted for as a pooling of interests.