EXHIBIT 8.1

                [Letterhead of Wachtell, Lipton, Rosen & Katz]










                                            August 28, 1997




CUC International Inc.
707 Summer Street
Stamford, Connecticut  06901

Ladies and Gentlemen:

                  Reference is made to the Registration Statement on Form S-4
(the "Registration Statement) of CUC International Inc.("CUC"), a Delaware
corporation, relating to the merger of HFS Incorporated, a Delaware
corporation, with and into CUC (the "Merger").

                  We have participated in the preparation of the discussion
set forth under the headings "SUMMARY - Material Federal Income Tax
Consequences" and "THE PROPOSED MERGER -- Federal Income Tax Consequences of the
Merger" in the Joint Proxy Statement/Prospectus that is part of the
Registration Statement. In our opinion, such discussion, accurately summarizes
the material federal income tax consequences of the Merger.

                  We consent to the use of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to our firm under the headings
"SUMMARY -- Material Federal Income Tax Consequences", "THE PROPOSED MERGER --
Federal Income Tax Consequences of the Merger" and "LEGAL MATTERS" in the Joint
Proxy Statement/Propectus that is part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended.

                                              Very truly yours,

                                              /s/Wachtell, Lipton, Rosen & Katz