UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                FORM 10-Q
(Mark One)

[X]  Quarterly  Report Pursuant to Section 13 or 15(d)  of  the  Securities
Exchange Act of 1934

For the quarterly period ended July 31, 1995
                                    or

[  ]  Transition  Report Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

For the transition period from                 to

                     Commission File Number:  1-10308

                              CUC International Inc.
           (Exact name of registrant as specified in its charter)

           Delaware                                     06-0918165
(State of other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

       707 Summer Street                                    06901
     Stamford, Connecticut                                (Zip Code)
(Address of principal executive offices)

                             (203)324-9261
            (Registrant's telephone number, including area code)

                            Not applicable
(Former name, former address and former fiscal year, if changed since  last
report.)

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.  Yes  X    No    .

                   APPLICABLE ONLY TO ISSUERS INVOLVED
                     IN BANKRUPTCY PROCEEDINGS DURING
                        THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports  required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities  under  a
plan confirmed by a court.   Yes        No     .

                  APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate  the number of shares outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.
Common Stock, $.01 par value - 178,559,716 shares as of August 25, 1995
                                  INDEX



                 CUC INTERNATIONAL INC. AND SUBSIDIARIES




PART I. FINANCIAL INFORMATION                                          PAGE




Item 1. Financial Statements (Unaudited)


        Condensed Consolidated Balance Sheets - July 31, 1995
        and January 31, 1995.                                          


        Condensed Consolidated Statements of Income -
        Three and Six months ended July 31, 1995 and 1994.             


        Condensed Consolidated Statements of Cash Flows -
        Three and Six months ended July 31, 1995 and 1994.             


        Notes to Condensed Consolidated Financial Statements.          


        Independent Accountants' Review Report.                        



Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            



PART II.  OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K                              



SIGNATURES                                                            


INDEX TO EXHIBITS                                                     



PART I.  FINANCIAL  INFORMATION                                 
CUC  INTERNATIONAL  INC.  AND  SUBSIDIARIES                     
CONDENSED  CONSOLIDATED  BALANCE  SHEETS                        
(In thousands)                                                  
                                                     July 31,    Jan. 31,
                                                       1995        1995
                                                    (Unaudited) 
Assets                                              ----------- ---------
Current Assets                                                  
     Cash and cash equivalents                         $135,204   $180,648
     Receivables                                        224,355    188,185
     Membership solicitations in process                 51,820     45,636
     Prepaid membership materials                        35,801     26,503
     Prepaid expenses, deferred taxes and other          82,981     62,929
                                                       -------      -----
        Total Current Assets                            530,161    503,901
                                                                
Contract renewal rights and intangible assets -                 
  net of accumulated amortization of $80,565 and                          
  $71,646                                              264,560     195,688
Properties, at cost, less accumulated depreciation              
   of $60,697 and $48,918                                47,690     35,089
Deferred income taxes                                     4,127     16,778
Other                                                    23,676     16,696
                                                       --------    ------
                                                       $870,214   $768,152
                                                       =======    =======
Liabilities and Shareholders' Equity                            
Current Liabilities                                             
     Accounts payable and accrued expenses                      
     and federal and state income taxes payable        $102,744   $109,489
                                                       --------    ------
        Total Current Liabilities                       102,744    109,489
                                                                
Deferred membership income, net                         194,261    197,010
Zero coupon convertible notes - net of unamortized              
     original issue discount of $1,434 and $2,507        14,031     15,046
Other                                                     4,292      3,285
                                                                
Shareholders' Equity                                            
   Common stock-par value $.01 per share;                       
      authorized 400 million shares and 200                     
      million shares; issued 181,309,664 shares                           
4sssharesharesan174,538,445 shares
      and 174,538,445 shares                              1,813      1,745
   Additional paid-in capital                           264,184    216,286
   Retained earnings                                    305,514    235,796
   Treasury stock, at cost, 3,008,859 shares and                
      2,757,894 shares                                 (16,625)   (10,505)
                                                       --------    ------
Total Shareholders' Equity                              554,886    443,322
                                                       --------    ------
                                                       $870,214   $768,152
                                                       =======    =======
                                                                
See notes to condensed consolidated financial                   
statements.
                                                                
                                                                
                                                                
                                                                
                                                                
CUC  INTERNATIONAL  INC.  AND  SUBSIDIARIES                     
CONDENSED  CONSOLIDATED  STATEMENTS  OF  INCOME                 
(UNAUDITED)
(In thousands, except per share amounts)                        
                                                                
                                                                
                                                                
                                                      Three Months Ended
                                                             July 31,
                                                       1995        1994
                                                    ---------   ---------
REVENUES                                                        
     Membership and service fees                       $314,603   $253,319
     Other                                                1,364      1,624
                                                      ---------   -------
     Total Revenues                                     315,967    254,943
                                                                
EXPENSES                                                        
     Operating                                           83,250     69,150
     Marketing                                          125,952    103,436
     General and administrative                          45,487     36,359
     Interest (income) expense, net and amort.                  
        of restricted stock compensation                  (128)        601
                                                      ---------   -------
     Total Expenses                                     254,561    209,546
                                                      ---------   -------
INCOME  BEFORE  INCOME  TAXES                            61,406     45,397
                                                                
Provision for income taxes                               23,236     17,434
                                                      ---------   -------
NET  INCOME                                             $38,170    $27,963
                                                       =======   ========
Net Income Per Common Share                               $0.21      $0.16
                                                       =======   ========
Weighted Average Number of                                      
Common and Dilutive Common                                      
Equivalent Shares Outstanding                           185,203    175,962
                                                       =======   ========
                                                                
                                                                
                                                                
See notes to condensed consolidated financial                   
statements.
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
CUC  INTERNATIONAL  INC.  AND  SUBSIDIARIES                     
CONDENSED  CONSOLIDATED  STATEMENTS  OF  INCOME                 
(UNAUDITED)
(In thousands, except per share amounts)                        
                                                                
                                                                
                                                                
                                                      Six Months Ended
                                                             July 31,
                                                       1995        1994
                                                    ---------   ---------
REVENUES                                                        
     Membership and service fees                       $613,275   $496,170
     Other                                                2,900      3,035
                                                      ---------   -------
     Total Revenues                                     616,175    499,205
                                                                
EXPENSES                                                        
     Operating                                          163,797    136,174
     Marketing                                          244,657    201,408
     General and administrative                          90,189     72,061
     Interest (income)expense, net and amort.                   
        of restricted stock compensation                  (128)        912
                                                      ---------   -------
     Total Expenses                                     498,515    410,555
                                                      ---------   -------
INCOME  BEFORE  INCOME  TAXES                           117,660     88,650
                                                                
Provision for income taxes                               44,770     34,086
                                                      ---------   -------
NET  INCOME                                             $72,890    $54,564
                                                       =======   ========
Net Income Per Common Share                               $0.40      $0.31
                                                       =======   ========
Weighted Average Number of                                      
Common and Dilutive Common                                      
Equivalent Shares Outstanding                           184,440    175,887
                                                       =======    =======
                                                                
                                                                
                                                                
See notes to condensed consolidated financial                   
statements.
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
CUC  INTERNATIONAL  INC.  AND  SUBSIDIARIES                     
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH                   
FLOWS  (UNAUDITED)
(In thousands)                                                  
                                                           JULY  31,
                                                    
SIX MONTHS ENDED                                       1995        1994
OPERATING  ACTIVITIES:                              --------    --------
Net income                                              $72,890    $54,564
Adjustments to reconcile net income to                          
  net cash provided by operating activities:                    
      Membership acquisition costs                    (186,090)  (159,638)
      Amortization of membership acquisition costs      195,203    171,219
      Deferred membership income                       (19,938)   (23,649)
      Amortization of contract renewal rights and                         
         excess cost                                      8,937      7,038
      Deferred income taxes                              13,927     12,826
      Amortization of original issue discount on                          
         convertible notes                                  832        816
      Amortization of restricted stock compensation                    303
      Depreciation                                        5,753      4,185
                                                      --------     ------
                                                         91,514     67,664
      Changes in working capital items, net of                  
       acquisitions:                                                      
        Increase in receivables                        (24,175)   (16,217)
        Increase in membership solicitations in                           
           process                                      (6,184)    (2,071)
        Increase in prepaid membership materials        (7,265)    (6,188)
        Increase in prepaid expenses                   (14,548)   (13,466)
        Net decrease in accounts payable and                    
          accrued expenses and federal                                    
          and state income taxes payable               (28,623)    (7,253)
        Other, net                                      (7,944)    (1,240)
                                                       --------    ------
Net cash provided by operating activities                 2,775     21,229
INVESTING  ACTIVITIES:                                          
Acquisitions, net of cash acquired                     (49,674)    (1,133)
Acquisitions of properties                             (12,125)    (5,978)
                                                       --------    ------
Net cash used in investing activities                  (61,799)    (7,111)
FINANCING  ACTIVITIES:                                          
Issuance of Common Stock                                 13,580      6,735
                                                       --------    ------
Net cash provided by financing activities                13,580      6,735
                                                       --------    ------
Net (decrease) increase in cash and cash               (45,444)     20,853
equivalents
Cash and cash equivalents at beginning of period        180,648    116,937
                                                       --------    ------
Cash and cash equivalents at end of period             $135,204   $137,790
                                                       =======    =======
                                                                
                                                                
See notes to condensed consolidated financial                   
statements.






                 CUC INTERNATIONAL INC. AND SUBSIDIARIES

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 -- BASIS OF PRESENTATION


The accompanying unaudited condensed consolidated financial statements have
been  prepared in accordance with generally accepted accounting  principles
for  interim financial information and with the instructions to  Form  10-Q
and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all  of
the  information  and  footnotes required by generally accepted  accounting
principles   for  complete  financial  statements.   In  the   opinion   of
management,  all  adjustments  (consisting of  normal  recurring  accruals)
considered necessary for a fair presentation have been included.  Operating
results  for  the  six  months  ended July 31,  1995  are  not  necessarily
indicative of the results that may be expected for the year ending  January
31,  1996.  For further information, refer to the financial statements  and
footnotes thereto included in the Company's Form 10-K filing for  the  year
ended January 31, 1995.  The condensed consolidated financial statements at
July 31, 1995 and for the three and six months ended July 31, 1995 and 1994
are  unaudited, but have been reviewed by independent accountants and their
report is included herein.


NOTE 2 -- DEFERRED MEMBERSHIP INCOME, NET

Deferred  membership income included in the condensed consolidated  balance
sheets is comprised of the following (in thousands):

                                      July 31,      January 31,
                                       1995            1995
                                    ----------      -----------

 Deferred membership income         $ 410,514       $ 408,426
 Less unamortized membership
   acquisition costs                 (216,253)       (211,416)
                                    -----------     -----------
 Deferred membership income, net    $ 194,261       $ 197,010
                                    ===========     ===========


NOTE 3 --  MERGER AND ACQUISITIONS


During  February 1995, the Company acquired all of the outstanding  capital
stock   of   Welcome  Wagon  International,  Inc.  ("Welcome  Wagon")   and
substantially  all of the assets of a related entity, Gifts  International,
Inc.,   for  $19.5  million  in  cash.   Welcome  Wagon  provides  merchant
advertising  through  direct  visits by  its  representatives  to  consumer
households.

During  March  1995,  the Company acquired all of the  outstanding  capital
stock  of the parent of its European licensee, CUC Europe Limited, for  $13
million.  The purchase price was satisfied by the payment of $12 million in
cash  and the issuance of 42,147 shares of the Company's common stock,  par
value  $.01  per  share ("Common Stock") (fair value  of  approximately  $1
million).
                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               (Continued)


During  March  1995,  the Company acquired all of the  outstanding  capital
stock  of Credit Card Sentinel (U.K.) Limited ("CCS") for $22.5 million  in
cash.  CCS is a leading provider of credit card enhancement services, which
are generally marketed through European financial institutions.

These  acquisitions  were  accounted for in accordance  with  the  purchase
method  of  accounting and, accordingly, their results of  operations  have
been included in the consolidated results of operations from the respective
dates  of acquisition.  The results of operations for the periods prior  to
acquisition were not significant to the Company's operations.

During June 1995, the Company acquired all of the outstanding capital stock
of  GETKO  Group  Inc. ("GETKO") for approximately 3.7  million  shares  of
Common Stock (fair value of approximately $100 million).  GETKO distributes
complimentary  welcoming packages to new homeowners throughout  the  United
States  and  Canada.  The acquisition was accounted for  as  a  pooling-of-
interests;  however, financial statements for periods prior to February  1,
1995 have not been restated due to immateriality.


NOTE 4 -- SHAREHOLDERS' EQUITY


On  June 7, 1995, the Company's Board of Directors declared a three-for-two
split  of  the  Common Stock, in the nature of a stock dividend,  effective
June  30,  1995,  payable  to shareholders of  record  on  June  19,  1995.
Accordingly, the financial statements and all common share and  per  common
share  data  have been retroactively adjusted to reflect the  stock  split.
The par value of the additional shares of Common Stock issued in connection
with  the  stock split was credited to Common Stock and charged to retained
earnings.

For  the  three  and six months ended July 31, 1995, $2  million  and  $2.1
million  principal  of zero coupon convertible notes  were  converted  into
307,362  shares and 317,039 shares of Common Stock, respectively,  and  the
related  unamortized  original  issue discount  ($1.79  million  and  $1.84
million, respectively) was charged against additional paid-in capital.  The
balance  of  the  change in additional paid-in capital and  treasury  stock
relates to stock option activity.

Net  income  per  share,  assuming  the  conversions  of  the  zero  coupon
convertible  notes  occurred at the beginning of  the  periods,  would  not
differ  significantly from the Company's actual earnings per share for  the
three and six month periods ended July 31, 1995.

NOTE 5 -- INCOME TAXES

The  Company's  effective tax rate differs from the Federal statutory  rate
principally  because of state income taxes and non-deductible  amortization
of the excess of cost over net assets acquired.

                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               (Continued)



NOTE 6 -- CONTINGENCIES


There are various claims and tax matters pending against the Company which,
in  the  opinion of management, will not have a material adverse effect  on
the Company's consolidated financial position or results of operations.


NOTE 7 -- SUBSEQUENT EVENT

During  August  1995,  the Company announced that it had  entered  into  an
agreement  to  acquire by merger all of the outstanding  capital  stock  of
North  American Outdoor Group, Inc. ("NAOG") for approximately 1.5  million
shares of Common Stock (fair value of approximately $52 million).  NAOG  is
a  privately-held  hunting, fishing and handyman  membership  organization.
The acquisition, which will be accounted for as a pooling-of-interests,  is
subject  to  customary closing conditions, and is expected to be  completed
during September 1995.






































                  Independent Accountants' Review Report



Shareholders and Board of Directors
CUC International Inc.



We have reviewed the accompanying condensed consolidated balance sheet of
CUC International Inc. as of July 31, 1995, and the related condensed
consolidated statements of income and cash flows for the three-month and
six-month periods ended July 31, 1995 and 1994. These financial statements
are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial
statements referred to above for them to be in conformity with generally
accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of CUC International Inc. as of
January 31, 1995, and the related consolidated statements of income,
shareholders' equity and cash flows for the year then ended, not presented
herein, and in our report dated March 21, 1995, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance
sheet as of January 31, 1995, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has been
derived.

                                                   ERNST & YOUNG LLP
                             


Stamford, Connecticut
August 29, 1995





                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
 
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS


                   Three Months Ended July 31, 1995 vs.
                     Three Months Ended July 31, 1994



The  Company's overall membership base continues to grow at  a  rapid  rate
(from  32.3 million members at July 31, 1994 to 38 million members at  July
31, 1995), which is the largest contributing factor to the 24% increase  in
revenues (from $254.9 million for the quarter ended July 31, 1994  to  $316
million for the quarter ended July 31, 1995).  While the overall membership
base  increased  by  1.2  million members  during  the  quarter  (of  which
approximately .4 million members came from an acquisition completed  during
the quarter ("Acquired Members")), the average annual fee collected for the
Company's membership services increased by less than 1%.  The change in the
average  annual fee is principally due to the addition of Acquired  Members
at  a  lower average annual fee.  The Company divides its memberships  into
three   categories:  individual,  wholesale  and  discount  coupon  program
memberships.   All  of  these  categories  share  various  aspects  of  the
Company's  marketing  and operating resources.  Compared  to  the  previous
year's  second  quarter, individual, wholesale and discount coupon  program
memberships  grew by 23%, 9% and 16%, respectively.  For the quarter  ended
July   31,   1995,  individual,  wholesale  and  discount  coupon   program
memberships  represented 70%, 13% and 17% of revenues,  respectively.   The
Company maintains a flexible marketing plan so that it is not dependent  on
any one service for the future growth of the total membership base.

As  the Company's services continue to mature, a greater percentage of  the
total individual membership base is in its renewal years.  This results  in
increased profit margins for the Company due to the significant decrease in
certain  marketing  costs  incurred on  renewing  members.   As  a  result,
operating   income  before  interest,  amortization  of  restricted   stock
compensation,  and  taxes  ("EBIT") increased from  $46  million  to  $61.3
million,  and EBIT margins improved from 18% to 19%.  The Company  has  not
experienced any difficulty in acquiring or renewing members in the  current
economic climate.

Individual  membership usage continues to increase,  which  contributes  to
additional service fees and indirectly contributes to the Company's  strong
renewal  rate.  Historically, an increase in overall membership  usage  has
had  a favorable impact on renewal rates.  The Company records its deferred
revenue  net  of  estimated  cancellations which  are  anticipated  in  the
Company's marketing programs.

                 CUC INTERNATIONAL INC. AND SUBSIDIARIES

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS (continued)


                   Three Months Ended July 31, 1995 vs.
                     Three Months Ended July 31, 1994



Operating  costs increased 20% (from $69.2 million to $83.3 million).   The
major components of the Company's operating costs continue to be personnel,
telephone, computer processing, participant insurance premiums (the cost of
obtaining  insurance coverage for members) and travel cash awards.   Travel
members are entitled to receive cash awards based on travel booked with the
Company.  For the quarter ended July 31, 1995, these awards represent  less
than  5% of total operating costs.  The increase in overall operating costs
is  due  principally  to the variable nature of many of  these  costs  and,
therefore,  the  additional costs incurred to support  the  growth  in  the
membership  base.  Historically, the Company has seen a direct  correlation
between  providing  a  high level of service to its  members  and  improved
retention.

Marketing  costs decreased as a percentage of revenue (from  41%  to  40%).
This  is  primarily  due to improved per member acquisition  costs  and  an
increase  in  renewing  members.   Membership  acquisition  costs  incurred
increased  29%  (from  $81.3 million to $104.8 million).   Marketing  costs
include  the  amortization  of  membership  acquisition  costs  and   other
marketing  costs, which primarily consist of membership communications  and
sales expenses.  Amortization of membership acquisition costs increased  by
16%  (from  $86.3  million  to  $100.2  million).   Other  marketing  costs
increased  by  51% (from $17.1 million to $25.8 million).  These  increases
resulted  primarily from the costs of servicing a larger  membership  base.
The  marketing  functions for the Company's various consumer  services  are
combined.

The  Company  routinely reviews all renewal rates  and  has  not  seen  any
material  change over the last year in the average renewal rate.  Based  on
current  information,  the  Company does not anticipate  that  the  average
renewal  rate  will change significantly.  Renewal rates are calculated  by
dividing  the  total  number of renewing members not  requesting  a  refund
during their renewal year by the total members up for renewal.

General  and  administrative costs remained constant  as  a  percentage  of
revenue   (14%).   Interest  (income)  expense,  net  and  amortization  of
restricted  stock compensation decreased from $.6 million to ($.1  million)
primarily  due  to  the reduced level of amortization associated  with  the
Company's restricted stock and zero coupon convertible notes, and  the  net
interest  income from the increased level of cash generated by the  Company
for investment.

During  the first six months of fiscal 1996, the Company completed  several
acquisitions  (the  "Acquisitions") (see  Note  3  in  Notes  to  Condensed
Consolidated   Financial  Statements).  The  operating  activity   of   the
Acquisitions  is  included in both revenues and  pre-tax  profits  for  the
quarter;  however, this activity is not included in the prior year's  first
quarter.  These acquisitions were not significant to the Company's  results
of operations.

                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS


                    Six Months Ended July 31, 1995 vs.
                      Six Months Ended July 31, 1994



The  Company's overall membership base continues to grow at  a  rapid  rate
(from  32.3 million members at July 31, 1994 to 38 million members at  July
31, 1995), which is the largest contributing factor to the 23% increase  in
revenues  (from $499.2 million for the six months ended July  31,  1994  to
$616.2  million for the six months ended July 31, 1995).  While the overall
membership base increased by 4.2 million members during the six months  (of
which  approximately 2.1 million were Acquired Members), the average annual
fee  collected for the Company's membership services increased by less than
1%.   The  change  in  the  average annual fee is principally  due  to  the
addition  of  Acquired Members at a lower average annual fee.  The  Company
divides  its  memberships into three categories: individual, wholesale  and
discount coupon program memberships.  All of these categories share various
aspects  of  the Company's marketing and operating resources.  Compared  to
the  previous  year's first six months, individual, wholesale and  discount
coupon program memberships grew by  17%, 8% and 13%, respectively.  For the
six  months ended July 31, 1995, individual, wholesale and discount  coupon
program memberships represented 70%, 13% and 17% of revenues, respectively.
The Company maintains a flexible marketing plan so that it is not dependent
on any one service for the future growth of the total membership base.

As  the Company's services continue to mature, a greater percentage of  the
total individual membership base is in its renewal years.  This results  in
increased profit margins for the Company due to the significant decrease in
certain  marketing costs incurred on renewing members.  As a  result,  EBIT
increased  from $89.6 million to $117.5 million, and EBIT margins  improved
from  18%  to  19%.   The  Company has not experienced  any  difficulty  in
acquiring or renewing members in the current economic climate.

Individual  membership usage continues to increase,  which  contributes  to
additional service fees and indirectly contributes to the Company's  strong
renewal  rate.  Historically, an increase in overall membership  usage  has
had  a favorable impact on renewal rates.  The Company records its deferred
revenue  net  of  estimated  cancellations which  are  anticipated  in  the
Company's marketing programs.

                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS (continued)


                    Six Months Ended July 31, 1995 vs.
                      Six Months Ended July 31, 1994



Operating costs increased 20% (from $136.2 million to $163.8 million).  The
major components of the Company's operating costs continue to be personnel,
telephone, computer processing, participant insurance premiums (the cost of
obtaining  insurance coverage for members) and travel cash awards.   Travel
members are entitled to receive cash awards based on travel booked with the
Company.   For  the six months ended July 31, 1995, these awards  represent
less  than  5% of total operating costs.  The increase in overall operating
costs is due principally to the variable nature of many of these costs and,
therefore,  the  additional costs incurred to support  the  growth  in  the
membership  base.  Historically, the Company has seen a direct  correlation
between  providing  a  high level of service to its  members  and  improved
retention.

Marketing  costs remained constant as a percentage of revenue (40%).   This
is  primarily due to improved per member acquisition costs and an  increase
in  renewing members.  Membership acquisition costs incurred increased  17%
(from  $159.6  million  to $186.1 million).  Marketing  costs  include  the
amortization  of  membership acquisition costs and other  marketing  costs,
which  primarily  consist of membership communications and sales  expenses.
Amortization of membership acquisition costs increased by 14% (from  $171.2
million to $195.2  million).  Other marketing costs increased by 64%  (from
$30.2  million to $49.5 million).  These increases resulted primarily  from
the  costs  of servicing a larger membership base.  The marketing functions
for the Company's various consumer services are combined.

The  Company  routinely reviews all renewal rates  and  has  not  seen  any
material  change over the last year in the average renewal rate.  Based  on
current  information,  the  Company does not anticipate  that  the  average
renewal  rate  will change significantly.  Renewal rates are calculated  by
dividing  the  total  number of renewing members not  requesting  a  refund
during their renewal year by the total members up for renewal.

General and administrative costs increased as a percentage of revenue (from
14%  to 15%).  This is principally due to the acquisitions completed during
the  six  months ended July 31, 1995.  Interest (income) expense,  net  and
amortization of restricted stock compensation decreased from $.9 million to
($.1 million) primarily due to the reduced level of amortization associated
with the Company's restricted stock and zero coupon convertible notes,  and
the  net interest income from the increased level of cash generated by  the
Company for investment.

During  the  first  six  months of fiscal 1996, the Company  completed  the
Acquisitions  (see  Note  3  in Notes to Condensed  Consolidated  Financial
Statements).   The operating activity of the Acquisitions  is  included  in
both  revenues and pre-tax profits for the six months ended July 31,  1995;
however,  this  activity  is not included in the  prior  year's  first  six
months.   These acquisitions were not significant to the Company's  results
of operations.
                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS (continued)

Membership Information


The  following chart sets forth the approximate number of members  and  net
additions for the respective periods.

                                                      Net New Member
                                     Number of           Additions
Period                                Members         for the Period

Six Months Ended July 31, 1995       38,025,000           4,175,000*
Year Ended January 31, 1995          33,850,000           3,000,000
Six Months Ended July 31, 1994       32,325,000           1,475,000
Year Ended January 31, 1994          30,850,000           3,250,000
Quarter Ended July 31, 1995          38,025,000           1,175,000**
Quarter Ended July 31, 1994          32,325,000             775,000

 *Includes approximately 2.1 million Acquired Members.
**Includes approximately  .4 million Acquired Members.

The  membership  acquisition costs incurred applicable to obtaining  a  new
member,  for  memberships  other than coupon  book  memberships,  generally
approximate the initial membership fee.  Initial membership fees for coupon
book memberships generally exceed the membership acquisition costs incurred
applicable to obtaining a new member.

Membership  cancellations  processed by certain of  the  Company's  clients
report  membership  information  only on a  net  basis.   Accordingly,  the
Company  does  not  receive  actual numbers of gross  additions  and  gross
cancellations for certain types of memberships.  In calculating the  number
of  members,  the  Company has deducted its best estimate of  cancellations
which  may  occur  during  the  trial membership  periods  offered  in  its
marketing  programs.   Typically these periods  range  from  one  to  three
months.


Liquidity And Capital Resources; Inflation; Seasonality

Funds  for  the  Company's operations and acquisitions have  been  provided
through cash flow from operations and credit facilities.  The Company has a
credit  agreement with General Electric Capital Corporation that  currently
provides  for  a  $100  million  revolving  credit  facility  (the  "Credit
Agreement").  The amount of borrowings available to the Company  under  the
Credit  Agreement  was  $100 million at July 31, 1995,  as  there  were  no
borrowings  under the Credit  Agreement at that date. The Credit  Agreement
is  scheduled  to expire June 1, 1997.  The Company invested  approximately
$49.7  million in acquisitions, net of cash acquired, during the six months
ended  July  31,  1995.  These acquisitions have been integrated  into  the
Company's operations.




                 CUC INTERNATIONAL INC. AND SUBSIDIARIES
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS (continued)



Liquidity And Capital Resources; Inflation; Seasonality (continued)


The  Company is not aware of any trends, demands or uncertainties that will
have a material effect on the Company's liquidity other than those relating
to  accounts  receivable.   The Company anticipates  that  cash  flow  from
operations  and  the  Credit Agreement will be sufficient  to  achieve  its
current long-term objectives.  All of the assets of the Company and many of
its   subsidiaries,  and  all  of  the  stock  of  many  of  the  Company's
subsidiaries,   have   been  pledged  to  secure  the   Credit   Agreement.
Obligations  under the Credit Agreement are guaranteed by  certain  of  the
Company's  subsidiaries.  The Credit Agreement contains  certain  customary
restrictive  covenants including, without limitation, financial  covenants,
as  well  as  restrictions that preclude the payment of cash  dividends  on
shares  of Common Stock.  The Credit Agreement also contains various  event
of  default provisions including, without limitation, defaults arising from
certain changes in corporate structure.

The  Company does not anticipate any material capital expenditures for  the
next  year.   Total  capital expenditures were $12.1 million  for  the  six
months ended July 31, 1995.

The  Company intends to continue to review potential acquisitions  that  it
believes  would  enhance  the  Company's  growth  and  profitability.   Any
acquisitions  paid in cash will initially be financed through  excess  cash
flow  from operations and the Credit Agreement.  However, depending on  the
financing necessary to complete an acquisition, additional funding  may  be
required.

To  date,  the  overall  impact of inflation on the Company  has  not  been
material.   Except for the cash receipts from the sale of  discount  coupon
memberships,  the Company's business is not seasonal.  Most  cash  receipts
from  these memberships are received in the fourth quarter and, to a lesser
extent, in the first and the third quarters of each fiscal year.

For  the  six  months  ended  July 31, 1995,  the  Company's  international
businesses  represented less than 1% of EBIT.  To date,  currency  exposure
has not been a significant competitive factor at the local market operating
level.   As  international operations continue to expand and the number  of
cross-border  transactions  increases,  the  Company  intends  to  continue
monitoring  its  currency  exposures closely and take  prudent  actions  as
appropriate.








P
ART II.  OTHER INFORMATION



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K


(a)  No reports on Form 8-K were filed during the quarter ended
     July 31, 1995.


(b)  Exhibit No.

       3.1     Restated  Certificate of Incorporation of  the  Company,  as
               filed  November 21, 1991, as amended June 25, 1992,  and  as
               amended  June 7, 1995 (filed as Exhibit 3.1 to the Company's
               Form 10-Q for the period ended April 30, 1995).*

       10. Management Contracts, Compensatory Plans and Arrangements

       10.1    Form  of  Employment  Contract  with  E.  Kirk  Shelton  and
               Christopher  K. McLeod, dated February 1, 1987,  as  amended
               November  1,  1991 (filed as Exhibit 10.1 to  the  Company's
               Annual Report on Form 10-K for the fiscal year ended January
               31, 1994).*


                  10.2     Employment Contract with Walter A. Forbes, dated
               January 1, 1987, as amended January 1, 1991, January 1, 1993
               and  October 1, 1993 (filed as Exhibit 10.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended January
               31, 1994) (the "Forbes Employment Agreement").*

       10.3    Fourth Amendment to Forbes Employment Agreement, dated as of
               June 1, 1994 (filed as Exhibit 10.3 to the Company's Form 10-
               Q for the period ended July 31, 1994).*


       10.4    Agreement  with  Cosmo Corigliano, dated  February  1,  1994
               (filed  as  Exhibit 10.6 to the Company's Annual  Report  on
               Form 10-K for the fiscal year ended January 31, 1995).*

       10.5    Agreement  with  Amy  N. Lipton, dated  April  1,  1987,  as
               amended  April 21, 1993 and March 2, 1994 (filed as  Exhibit
               10.7  to  the Company's Annual Report on Form 10-K  for  the
               fiscal year ended January 31, 1995).*

       10.6    Form  of  Employee Stock Option under the 1987 Stock  Option
               Plan  (filed as Exhibit 10.6 to the Company's Form 10-Q  for
               the period ended April 30, 1995).*

       10.7    Form  of  Director Stock Option for 1990 and 1992  Directors
               Stock  Option Plans (filed as Exhibit 10.4 to the  Company's
               Annual Report for the fiscal year ended January 31, 1991, as
               amended December 12, 1991 and December 19, 1991).*

       10.8    Form  of  Director  Stock Option for  1994  Directors  Stock
               Option  Plan (filed as Exhibit 10.10 to the Company's Annual
               Report  on  Form 10-K for the fiscal year ended January  31,
               1995).*
PART II.  OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K (continued)



       10.9    1987 Stock Option Plan, as amended (filed as Exhibit 10.9 to
               the  Company's  Form  10-Q for the period  ended  April  30,
               1995).*

       10.10   1990  Directors  Stock  Option Plan, as  amended  (filed  as
               Exhibit  10.10  to the Company's Form 10-Q  for  the  period
               ended April 30, 1995).*

       10.11   1992  Directors  Stock  Option Plan, as  amended  (filed  as
               Exhibit  10.11  to the Company's Form 10-Q  for  the  period
               ended April 30, 1995).*

       10.12   1994 Directors Stock Option Plan (filed as Exhibit 10.14  to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended January 31, 1995).*

       10.13   Restricted  Stock  Plan  and Form of Restricted  Stock  Plan
               Agreement  (filed  as Exhibit 10.24 to the Company's  Annual
               Report  on  Form 10-K for the fiscal year ended January  31,
               1991, as amended December 12, 1991 and December 19, 1991).*

       10.14   Amended  and  Restated Credit Agreement between the  Company
               and General Electric Capital Corporation dated June 30, 1994
               (filed  as Exhibit 10.12 to the Company's Form 10-Q for  the
               period ended July 31, 1994).*

       11.     Schedule re:  Computation of Per Share Earnings (Unaudited)

       15.     Letter re:  Unaudited Interim Financial Information






















       *Incorporated by reference




                                SIGNATURES



Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  had duly caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.


                           CUC International Inc.






September 1, 1995          WALTER A. FORBES
                           Walter A. Forbes - Chief Executive Officer
                           and Chairman of the Board
                           (Principal Executive Officer)





September 1, 1995          COSMO CORIGLIANO
                           Cosmo Corigliano - Senior Vice President
                           and Chief Financial Officer
                           (Principal Financial and Accounting Officer)



               INDEX TO EXHIBITS



Exhibit
No.                          Description                               Page



3.1    Restated Certificate of Incorporation of the Company,
       as filed November 21, 1991, as amended June 25, 1992,
       and as amended June 7, 1995 (filed as Exhibit 3.1 to the
       Company's Form 10-Q for the period ended April 30, 1995).*

10.    Management Contracts, Compensatory Plans and Arrangements

10.1   Form of Employment Contract with E. Kirk Shelton and
       Christopher K. McLeod, dated February 1, 1987, as amended
       November 1, 1991 (filed as Exhibit 10.1 to the Company's
       Annual Report on Form 10-K for the fiscal year ended
       January 31, 1994).*

10.2   Employment Contract with Walter A. Forbes, dated January 1,
       1987, as amended January 1, 1991, January 1, 1993 and
       October 1, 1993 (filed as Exhibit 10.2 to the Company's
       Annual Report on Form 10-K for the fiscal year ended
       January 31, 1994) (the "Forbes Employment Agreement").*

10.3   Fourth Amendment to Forbes Employment Agreement, dated as
       of June 1, 1994 (filed as Exhibit 10.3 to the Company's
       Form 10-Q for the period ended July 31, 1994).*

10.4   Agreement with Cosmo Corigliano, dated February 1, 1994
       (filed as Exhibit 10.6 to the Company's Annual Report on
       Form 10-K for the fiscal year ended January 31, 1995).*

10.5   Agreement with Amy N. Lipton, dated April 1, 1987, as
       amended April 21, 1993 and March 2, 1994 (filed as
       Exhibit 10.7 to the Company's Annual Report on Form 10-K
       for the fiscal year ended January 31, 1995).*

10.6   Form of Employee Stock Option under the 1987 Stock Option
       Plan (filed as Exhibit 10.6 to the Company's Form 10-Q for
       the period ended April 30, 1995).*

10.7   Form of Director Stock Option for 1990 and 1992 Directors
       Stock Option Plans (filed as Exhibit 10.4 to the Company's
       Annual Report for the fiscal year ended January 31, 1991,
       as amended December 12, 1991 and December 19, 1991).*

10.8   Form of Director Stock Option for 1994 Directors Stock
       Option Plan (filed as Exhibit 10.10 to the Company's Annual
       Report on Form 10-K for the fiscal year ended
       January 31, 1995).*

10.9   1987 Stock Option Plan, as amended (filed as Exhibit 10.9 to
       the Company's Form 10-Q for the period ended April 30, 1995).*
                      INDEX TO EXHIBITS  (Continued)



Exhibit
No.                          Description                               Page



10.10  1990 Directors Stock Option Plan, as amended (filed as
       Exhibit 10.10 to the Company's Form 10-Q for the period
       ended April 30, 1995).*

10.11  1992 Directors Stock Option Plan, as amended (filed as
       Exhibit 10.11 to the Company's Form 10-Q for the period
       ended April 30, 1995).*

10.12  1994 Directors Stock Option Plan (filed as Exhibit 10.14 to
       the Company's Annual Report on Form 10-K for the fiscal year
       ended January 31, 1995).*

10.13  Restricted Stock Plan and Form of Restricted Stock Plan
       Agreement (filed as Exhibit 10.24 to the Company's Annual
       Report on Form 10-K for the fiscal year ended January 31,
       1991, as amended December 12, 1991 and December 19, 1991).*

10.14  Amended and Restated Credit Agreement between the Company and
       General Electric Capital Corporation dated June 30, 1994
       (filed as Exhibit 10.12 to the Company's Form 10-Q for the
       period ended July 31, 1994).*

11.    Schedule re:  Computation of Per Share Earnings (Unaudited)

15.    Letter re:  Unaudited Interim Financial Information











CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
(In thousands, except per share amounts)
                                      Three Months
                                     Ended July 31,
                                   -----------------
                                     1995     1994
PRIMARY                            -------------------
 Average shares outstanding        173,030   166,428
 Net effect of dilutive stock options -
based on the treasury stock method
     using average market price     12,173     9,534
                                   -------   -------
     Total                         185,203   175,962
                                   =======   =======
     Net Income                    $38,170   $27,963
                                   =======   =======
     Net income per common share    $0.206    $0.159
                                    ======    ======
FULLY DILUTED
 Average shares outstanding        173,030   166,428
 Net effect of dilutive stock options -
     based on the treasury stock method
     using the period - end market
     price, if higher than the average
     market price                   13,294    10,123
 Net effect of zero coupon convertible
     notes - based on the if converted
     method                          2,454     2,760
                                   -------   -------
     Total                         188,778   179,311
                                   =======   =======
 Net Income                        $38,170   $27,963
 Zero Coupon Convertible Notes         252       257
                                   -------   -------
                                   $38,422   $28,220
                                   =======   =======
     Net income per common share    $0.204    $0.157
                                    ======    ======


CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
(In thousands, except per share amounts)
                                        Six Months
                                     Ended July 31,
                                   ------------------
                                     1995     1994
PRIMARY                            -------------------
 Average shares outstanding        172,414   165,858
 Net effect of dilutive stock options -
     based on the treasury stock
method using average market price   12,026    10,029
                                   -------   -------
     Total                         184,440   175,887
                                   =======   =======
     Net
 Income                    $72,890   $54,564
                                   =======   =======
     Net income per common share    $0.395    $0.310
                                    ======    ======
FULLY DILUTED
 Average shares outstanding        172,414   165,858
 Net effect of dilutive stock options -
     based on the treasury stock method
     using the period - end market
     price, if higher than the average
market price                        12,981    10,323
 Net effect of zero coupon convertible
     notes - based on the if converted
method                               2,557     2,868
                                   -------   -------
     Total                         187,952   179,049
                                   =======   =======
 Net Income                        $72,890   $54,564
 Zero Coupon Convertible Notes         515       505
                                   -------   -------
                                   $73,405   $55,069
                                   =======   =======
     Net income per common share    $0.391    $0.308
                                    ======    ======









CUC INTERNATIONAL INC. AND SUBSIDIARIES

EXHIBIT 15-LETTER RE:  UNAUDITED INTERIM FINANCIAL INFORMATION

September 1, 1995

Shareholders and Board of Directors
CUC International Inc.

We   are   aware  of  the  incorporation  by  reference  in   the
Registration Statements (Form S-8s: Numbers 2-91291, 33-17247, 33-
17248,  33-17249,  33-26875, 33-75682,  33-93322,  33-41823,  33-
48175,  33-58896,  33-91656, 33-74068,  33-74066,  33-91658,  33-
75684,  33-80834 and 33-93372) of CUC International Inc. for  the
CUC  International  Inc. Employee Stock Purchase  Plan,  the  CUC
International Inc. 1985 Non-Qualified Stock Option Plan, the  CUC
International  Inc.  1985 Incentive Stock Option  Plan,  the  CUC
International Inc. 1987 Performance Share Stock Option Plan,  the
CUC   International  Inc.  1987  Stock  Option  Plan,   the   CUC
International  Inc. 1987 Stock Option Plan as  amended,  the  CUC
International  Inc. 1987 Stock Option Plan as  amended,  the  CUC
International  Inc.  1990  Directors'  Stock  Option  Plan,   the
Entertainment Publications, Inc. 1988 Non-Qualified Stock  Option
Plan,   the   CUC  International  Inc.  1992  Bonus  and   Salary
Replacement  Stock Option Plan, the CUC International  Inc.  1992
Bonus  and  Salary Replacement Stock Option Plan as amended,  the
CUC  International Inc. 1992
 Directors Stock Option Plan, the CUC
International  Inc.  1992 Employee Stock  Option  Plan,  the  CUC
International  Inc. 1992 Employee Stock Option Plan  as  amended,
the CUC International Inc. 1994 Employee Stock Purchase Plan, the
CUC  International  Inc.  Savings Incentive  Plan,  and  the  CUC
International   Inc.   1994   Directors   Stock   Option    Plan,
respectively,  and  in  the Registration Statements  (Form  S-3s:
Numbers  33-30306,  33-47271 and 33-58598) of  CUC  International
Inc. for the registration of 738,057 shares, 3,450,000 shares and
331,797 shares, respectively, of its common stock, as adjusted to
give  effect to the three-for-two stock split effective June  30,
1995  of  our  report  dated  August 29,  1995  relating  to  the
unaudited condensed consolidated interim financial statements  of
CUC  International Inc. which are included in its Form  10-Q  for
the quarter ended July 31, 1995.

Pursuant to Rule 436(c) of the Securities Act of 1933, our report
is  not  a  part  of  the  registration  statements  prepared  or
certified by accountants within the meaning of Section 7 or 11 of
the Securities Act of 1933.

                                          
                                          ERNST & YOUNG LLP


Stamford, Connecticut





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
In thousands, except per share data.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               JUL-31-1996
<CASH>                                         135,204
<SECURITIES>                                         0
<RECEIVABLES>                                  224,355
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               530,161
<PP&E>                                         108,387
<DEPRECIATION>                                  60,697
<TOTAL-ASSETS>                                 870,214
<CURRENT-LIABILITIES>                          102,744
<BONDS>                                         14,031
<COMMON>                                         1,813
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     553,073
<TOTAL-LIABILITY-AND-EQUITY>                   870,214
<SALES>                                        613,275
<TOTAL-REVENUES>                               616,175
<CGS>                                                0
<TOTAL-COSTS>                                  498,643
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (128)
<INCOME-PRETAX>                                117,660
<INCOME-TAX>                                    44,770
<INCOME-CONTINUING>                             72,890
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    72,890
<EPS-PRIMARY>                                     .395
<EPS-DILUTED>                                     .391
        

</TABLE>