EXHIBIT 8.2






           [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]



                                                     August 28, 1997



HFS Incorporated
6 Sylvan Way
Parsippany, New Jersey  07054

Ladies and Gentlemen:

                  You have requested our opinion regarding the discussion of
the material U.S. federal income tax consequences under the captions
"SUMMARY--Material Federal Income Tax Consequences" and "THE PROPOSED
MERGER--Federal Income Tax Consequences of the Merger" in the Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") which will be included
in the Registration Statement on Form S-4 (the "Registration Statement") filed
by CUC International Inc. ("CUC") on the date hereof with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Proxy Statement/Prospectus relates to the
proposed merger of HFS Incorporated with and into CUC. This opinion is
delivered in accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.

                  We have reviewed the Proxy Statement/Prospectus and such
other materials as we have deemed necessary or appropriate as a basis for our
opinion described therein, and have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended, Treasury regulations, pertinent
judicial authorities, rulings of the Internal Revenue Service, and such other
authorities as we have considered relevant to such opinion.

                  Based upon the foregoing, it is our opinion that the
statements made under the caption "SUMMARY--Material Federal Income Tax
Consequences" and "THE PROPOSED MERGER--Federal Income Tax Consequences of the
Merger" in the Proxy Statement/Prospectus, to the extent that






HFS Incorporated
August 28, 1997
Page 2



they constitute matters of law or legal conclusions, are correct in all 
material respects.

                  In accordance with the requirements of Item 601(b)(23) of
Regulation S-K under the Securities Act, we hereby consent to the use of our
name under the caption "LEGAL MATTERS" in the Proxy Statement/Prospectus and
to the filing of this opinion as an Exhibit to the Registration Statement. In
giving this consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.

                                    Very truly yours,

                                    /s/Skadden, Arps, Slate, Meagher & Flom LLP