HFS INCORPORATED 

PROXY

         PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 
              SPECIAL MEETING OF STOCKHOLDERS ON OCTOBER 1, 1997 

   The undersigned stockholder of HFS Incorporated ("HFS") hereby appoints 
Henry R. Silverman, James E. Buckman and Stephen P. Holmes, and each of them 
individually, with full power of substitution, the proxy of the undersigned, 
to vote all shares of Common Stock, par value $.01 per share, of HFS ("HFS 
Common Stock") which the undersigned is entitled, in any capacity, to vote at 
the Special Meeting of Stockholders to be held on October 1, 1997 and any and 
all adjournments or postponements thereof (the "Special Meeting"), with all 
powers the undersigned would possess if personally present, as follows: 

   This proxy, if properly executed and returned, will be voted in accordance 
with the instructions appearing on the Proxy and at the discretion of the 
proxy holders as to any other matters that may properly come before the 
Special Meeting. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, THIS PROXY WILL BE 
VOTED FOR APPROVAL OF EACH OF THE PROPOSALS STATED AND AT THE DISCRETION OF 
THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE 
SPECIAL MEETING. 

   If this card is addressed to you as a participant in the HFS Incorporated
Employee Savings Plan (the "Plan"), this card will provide voting instructions
to the Trustee of the Plan with respect to those shares of HFS Common Stock
held in the Plan's HFS Stock Fund. In order to provide effective instructions
to the Trustee, you must complete, sign and return this card to the transfer
agent in the enclosed envelope in time to be received by the transfer agent NO
LATER THAN NOON ON SEPTEMBER 24, 1997. The transfer agent will forward your
instructions to the Trustee of the Plan and such instructions will be carried
out in accordance with the terms of the Plan. After September 24, 1997, these
instructions cannot be revoked and you may not vote shares of HFS Common Stock
held in the Plan's HFS Stock Fund in person at the Special Meeting. If you have
shares of HFS Common Stock credited to your account in the Plan and also own
other shares of HFS Common Stock, you should receive separate proxy cards for
shares credited to your account in the Plan and any other shares that you own.
Please complete, sign and return all such proxy cards to register your voting
instructions for all shares owned by you or held for your benefit in the Plan's
HFS Stock Fund. You may vote shares owned by you, other than shares credited to
your account in the Plan, at the Special Meeting if you so choose.

           (Continued, and to be signed and dated on reverse side) 

                              FOLD AND DETACH HERE

 
                                                           PLEASE MARK YOUR [X]
                                                           VOTES AS IN THIS 
                                                                   EXAMPLE. 
                                                    
1. To approve and adopt the Agreement and Plan of Merger, dated as of May 27,
   1997, between HFS and CUC International Inc. ("CUC"), pursuant to which HFS
   will be merged with and into CUC with CUC being the surviving corporation in
   the merger (the "Merger") and changing its name to Cendant Corporation.
   Approval of this proposal will also constitute approval of the transactions
   contemplated by the Merger Agreement, including the Merger.

                 FOR          AGAINST           ABSTAIN 
                 [ ]            [ ]               [ ]

2. To approve a new stock option and restricted stock plan for the directors,
   officers and key employees of CUC following consummation of the Merger,
   which plan shall become effective only upon consummation of the Merger.

                 FOR          AGAINST           ABSTAIN 
                 [ ]            [ ]               [ ]

3. In their discretion, to vote upon all matters incident to the conduct of the
   Special Meeting and such others matters as may properly come before the
   Special Meeting or any adjournments or postponements thereof.





                         THE BOARD OF DIRECTORS OF HFS
                               RECOMMENDS A VOTE
                                FOR APPROVAL OF
                              THE STATED PROPOSALS

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING
AND THE PROXY STATEMENT/PROSPECTUS DATED AUGUST 28, 1997 RELATING TO THE
SPECIAL MEETING.
 
Date
- ---------------------------------------------


- ---------------------------------------------
Signature


- ---------------------------------------------
Signature if held jointly

Note: Please sign this proxy exactly as name appears herein. If shares are held
by joint tenants, both should sign. Attorneys-in-fact, executors,
administrators, trustees, guardians, corporation officers or others signing in
a representative capacity should indicate the capacity in which they are
signing.

PLEASE SIGN, DATE, AND MAIL THIS PROXY PROMPTLY IN THE RETURN ENVELOPE whether
or not you expect to attend the Special Meeting. You may nevertheless vote in
person if you do attend.

                              FOLD AND DETACH HERE