SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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                      December 12, 1997 (December 10, 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

On December 10, 1997, HFS  Incorporated  (the  "Company")  announced that it had
entered into a definitive agreement to acquire Providian Auto and Home Insurance
Company and its  subsidiaries  from an Aegon N.V.  subsidiary for  approximately
$219 million in cash.  Providian sells automobile insurance to consumers through
direct response marketing in 45 states and the District of Columbia. The closing
of this  transaction is subject to customary  conditions,  including  regulatory
approval and is anticipated to occur in the spring of 1998. The  information set
forth in the press  release  attached  hereto as  Exhibit  99.1 is  incorporated
herein by reference in its entirety.


Item 7.        Exhibits

Exhibit
   No.         Description

99.1           Press Release: HFS Incorporated Agrees to Acquire Providian Auto
               and Home Insurance Company for $219 million in cash dated
               December 10, 1997.

                                                    





                                   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/     James E. Buckman
                                          James E. Buckman
                                          Senior Executive Vice President
                                          and General Counsel


Date: December 12, 1997



























                                                     





                                HFS INCORPORATED
                           CURRENT REPORT ON FORM 8-K
               Report Dated December 12, 1997 (December 10, 1997)


                                  EXHIBIT INDEX


Exhibit No.       Description

99.1              Press Release: HFS Incorporated Agrees to Acquire Providian
                  Auto and Home Insurance Company for $219 million in cash dated
                  December 10, 1997.