SECURITIES AND EXCHANGE COMMISSION 

                            WASHINGTON, D.C. 20549 

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

                      MARCH 27, 1997 (NOVEMBER 10, 1996) 
              (Date of Report (date of earliest event reported)) 

                               HFS INCORPORATED 
            (Exact name of Registrant as specified in its charter) 



                                                                     
                  DELAWARE                                                     22-3059335 
         (State or other jurisdiction                  1-11402              (I.R.S. Employer 
      of incorporation or organization)         (Commission File No.)      Identification No.) 
                6 SYLVAN WAY 
            PARSIPPANY, NEW JERSEY                                                07054 
   (Address of principal executive office)                                     (Zip Code) 
                                                   (201) 428-9700 
                         (Registrant's telephone number, including area code) 




   This Current Report on Form 8-K/A amends the Current Report on Form 8-K/A 
of HFS Incorporated (the "Company" or "Registrant") dated November 15, 1996, 
as amended December 4, 1996. 

ITEM 7. EXHIBITS 



  EXHIBIT NO.                                         DESCRIPTION 
- ---------------  ----------------------------------------------------------------------------------- 
                                                                                                
      99.3       Pro forma financial information of the Company
 
                 Section A: Pro forma combining consolidated financial statements of HFS for the 
                 Merger as of September 30, 1996 and for the year ended December 31, 1995 and each 
                 of the nine months ended September 30, 1995 and 1996 

                 Section B: Pro Forma consolidated financial information of HFS for the Acquisition 
                 of RCI and excluding the Merger as of September 30, 1996 and for the year ended 
                 December 31, 1995 and for each of the nine month periods ended September 30, 1995 
                 and 1996 

                 Section C: Pro Forma consolidated financial information of HFS excluding the Merger 
                 and the Acquisition of RCI as of September 30, 1996 and for the year ended December 
                 31, 1995 and for each of the nine month periods ended September 30, 1995 and 1996 

                 Section D: Combining historical consolidated financial statements of HFS for the 
                 Merger as of September 30, 1996 and for each of the years ended December 31, 1993, 
                 1994 and 1995 and each of the nine month periods ended September 30, 1995 and 1996 


                                1           

                                  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 

                                2           

                               HFS INCORPORATED 
                          CURRENT REPORT ON FORM 8-K 
                REPORT DATED MARCH  27, 1997 (NOVEMBER 10, 1996) 

                                EXHIBIT INDEX 



  EXHIBIT NO.                                         DESCRIPTION 
- ---------------  ------------------------------------------------------------------------------------ 
              
      99.3       Pro forma financial information of the Company ...................................... 

                 Section A: Pro forma combining consolidated financial statements of HFS for the Merger 
                 as of September 30, 1996 and for the year ended December 31, 1995 and each of the nine 
                 months ended September 30, 1995 and 1996 ............................................ 

                 Section B: Pro Forma consolidated financial information of HFS for the Acquisition 
                 of RCI and excluding the Merger as of September 30, 1996 and for the year ended 
                 December 31, 1995 and for each of the nine month periods ended September 30, 1995 
                 and 1996 ............................................................................ 

                 Section C: Pro Forma consolidated financial information of HFS excluding the Merger 
                 and the Acquisition of RCI as of September 30, 1996 and for the year ended December 
                 31, 1995 and for each of the nine month periods ended September 30, 1995 and 1996  .. 

                 Section D: Combining historical consolidated financial statements of HFS for the 
                 Merger as of September 30, 1996 and for each of the years ended December 31, 1993, 
                 1994 and 1995 and each of the nine month periods ended September 30, 1995 and 1996 ..