As filed with the Securities and Exchange Commission
                     on September 19, 1995.
                                              Registration No.33-75684

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
              ___________________________________
                          FORM S-8 POS

               POST EFFECTIVE AMENDMENT NO. 1 TO
                     REGISTRATION STATEMENT
                           UNDER
                   THE SECURITIES ACT OF 1933
            _____________________________________
                     CUC INTERNATIONAL INC.
     (Exact name of Registrant as Specified in its Charter)

      Delaware                              06-0918165
      (State or Other Jurisdiction          (I.R.S. Employer
    of Incorporation or Organization)        Identification No.)

                       707 Summer Street
                Stamford, Connecticut 06901
(Address, including Zip Code, of Registrant's Principal
                      Executive Offices)
                         
    CUC International Inc. 1994 Employee Stock Purchase
                    Plan (Full Title of the Plan)
          _______________________________________
                     Cosmo Corigliano
                     CUC INTERNATIONAL INC.
                     707 Summer Street
                   Stamford, Connecticut  06901
                         (203) 324-9261
     (Name, Address, including zip code, and Telephone
     Number, including Area Code, of Agent for Service)
              _______________________________________
                          PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

4.1  CUC International Inc. 1994 Employee Stock Purchase Plan









                        SIGNATURES

    Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized,
in the City of Stamford, State of Connecticut, on this
18th day of September, 1995.
    
                          CUC INTERNATIONAL INC.
                          By:  /s/Walter A. Forbes
                               Walter A. Forbes
                               Chief Executive Officer
                               and Chairman of the
                               Board of Directors


    Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to a Registration
Statement has been signed below by the following persons
in the capacities and on the dates indicated.



      Signature             Title                   Date


/s/Walter A. Forbes      Chief Executive        September 18, 1995
Walter A. Forbes         Officer and Chairman
                         of the Board
                         (Principal Executive
                         Officer)
                               
/s/Cosmo Corigliano      Senior Vice President  September 18, 1995
Cosmo Corigliano         and Chief Financial
                         Officer (Principal
                         Financial and
                         Accounting Officer)


/s/Bartlett Burnap          Director            September 18, 1995
Bartlett Burnap

/s/T. Barnes Donnelley      Director            September 18, 1995
T. Barnes Donnelley

/s/Stephen A. Greyser       Director            September 18, 1995
Stephen A. Greyser

/s/Christopher K. McLeod    Director            September 18, 1995
Christopher K. McLeod

/s/Burton C. Perfit         Director            September 18, 1995
Burton C. Perfit

/s/Robert P. Rittereiser    Director            September 18, 1995
Robert P. Rittereiser

/s/Stanley M. Rumbough, Jr. Director            September 18, 1995
Stanley M. Rumbough, Jr.

/s/E. Kirk Shelton          Director            September 18, 1995
E. Kirk Shelton






                      EXHIBIT INDEX
Exhibit Number     Description                        Page
                                                                 
                                                                 
4.1       CUC International Inc. 1994 Employee Stock
          Purchase Plan                                 5
     
     
     
     





      This document constitutes part of a prospectus covering
      securities that have been registered under
            the Securities Act of 1933, as amended.

    CUC INTERNATIONAL INC. 1994 EMPLOYEE STOCK PURCHASE

                    PLAN DESCRIPTION OF THE PLAN

General

    The Board of Directors of CUC International Inc., a
Delaware corporation (the "Company"), adopted the CUC
International Inc. 1994 Employee Stock Purchase Plan (the
"Plan") on January 17, 1994.

     The Plan is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

     IN CONSIDERING WHETHER OR NOT TO PARTICIPATE IN THE
PLAN, AN EMPLOYEE SHOULD BEAR IN MIND THAT AN INVESTMENT
IN THE COMMON STOCK OF ANY CORPORATION, INCLUDING THE
COMPANY, INVOLVES THE POSSIBLE RISK OF LOSS.  THE PRICE OF
THE COMPANY'S COMMON STOCK MAY DECREASE AS WELL AS
INCREASE AND THE COMPANY CANNOT ASSUME RESPONSIBILITY FOR
POSSIBLE LOSSES BECAUSE OF SUCH PRICE FLUCTUATIONS OR
OTHERWISE.

     The address of the Company is 707 Summer Street,
Stamford, Connecticut 06901 and its telephone number is
(203) 324-9261.

    The text of the Plan consists of the questions and
answers on the following pages.

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE
 COMMISSION OR ANY STATE SECURITIES
       COMMISSION NOR HAS THE COMMISSION OR ANY STATE
       SECURITIES COMMISSION PASSED UPON THE ACCURACY
          ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
             ANY REPRESENTATION TO THE CONTRARY IS A
                   CRIMINAL OFFENSE.

     This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is
unlawful to make such offer in such state.

     The date of this Prospectus is July 14, 1995.

Purpose

1.   What is the purpose of the Plan?

     The purpose of the Plan is to provide eligible
     employees of the Company and its subsidiaries with a
     simple and convenient method of purchasing shares of
     the Company's common stock, par value $.01 per share
     ("Common Stock"), at a discount without payment of any
     brokerage commission or service charge.  To the extent
     that such shares are purchased from the Company, the
     Company will receive additional funds needed for
     general corporate purposes, including capital
     expenditures.

Purchase Price

2.   What will be the price of shares purchased under the
     Plan?

     Shares of Common Stock may be purchased for ninety
     percent (90%) of the closing price of such shares on
     the New York Stock Exchange ("NYSE"), as reported in
     the New York Stock Exchange Composite Transactions in
     the Wall Street Journal (the "Purchase Price"), on the
     fifteenth day (or, if the fifteenth day is not a
     business day, on the last business day preceding the
     fifteenth day) of the month in which a purchase is
     deemed to be made as described below under "Holding
     Period/Disposition" (the "Pricing Date").  No shares
     will be sold by the Company under the Plan at less
     than the par value of such shares.
     
Advantages

3.   What are the advantages of the Plan?

     The Purchase Price for shares of Common Stock sold
     pursuant to the Plan represents a discount from the
     market price for such shares.  No commission or
     service charge is paid by participants in connection
     with purchases under the Plan.  Regular quarterly
     statements of account will provide simplified
     recordkeeping.
     
     
Shares Subject to the Plan

4.   How many shares of Common Stock may the Company sell
     pursuant to the Plan?

     Subject to adjustment as provided under the heading
     "Recapitalizations" below, the Company may sell to
     participants pursuant to the Plan an aggregate of not
     more than seven hundred fifty thousand (750,000)
     shares of Common Stock, which shares may, in the
     discretion of the Board of Directors, consist either
     in whole or in part of authorized but unissued shares
     of Common Stock or shares of Common Stock held in the
     treasury of the Company.  The Company shall at all
     times during the term of the Plan reserve and keep
     available such number of shares of Common Stock as
     will be sufficient to satisfy the requirements of the
     Plan.
     
     
Administration

5.   Who administers the Plan for participants?

     The Plan is administered by the Compensation
     Committee, whose members are appointed by the Board of
     Directors (the "Committee").  The Committee shall
     consist of not less than three members of the Board of
     Directors.  The members of the Committee serve at the
     pleasure of the Board of Directors for such terms of
     office as the Board of Directors shall determine.  Vacancies
     on the Committee are filled by the Board.  The Committee has
     authority to construe, interpret and administer the
     Plan, to promulgate such rules as it deems necessary
     and to take all actions to carry out the terms of the
     Plan.  The interpretation and construction by the
     Committee of any provisions of the Plan are final
     unless otherwise determined by the Board of Directors.
     No member of the Committee shall be liable for any
     action or determination made in good faith and such
     members shall be entitled to indemnification in the
     manner provided in the Company's by-laws.  The members
     of the Committee receive no compensation for services
     rendered by them in connection with administering the
     Plan but may be reimbursed by the Company for out-of
     pocket expenses incurred by them in the performance of
     their duties, including, without limitation, such
     expenses incurred in connection with the attendance of
     meetings of the Committee.
     
Participation

6.   Who is eligible to participate?

     All full-time and regular part-time employees of the
     Company and its subsidiaries, except for any such
     employee who is also an officer or director of the
     Company, with over three (3) consecutive months of
     service as of the date of an election to participate
     in the Plan are eligible to participate in the Plan.
     There are no age restrictions on participation in the
     Plan.  An eligible employee may neither assign nor
     pledge his right to participate in the Plan.
     
Method of Purchases

7.   How will purchases of shares be made under the Plan?

     An eligible employee who wishes to purchase shares of
     Common Stock pursuant to the Plan must submit on or
     before the Pricing Date immediately following any
     calendar quarter (i.e., April 15, July 15, October 15
     or January 15) a purchase request for the shares of
     Common Stock.  Purchase requests must be made on a
     form of CUC International Inc. 1994 Employee Stock
     Purchase Plan Commitment Letter ("SPP Commitment
     Letter") available from the Company specifying the
     number of shares desired to be purchased and the
     method of payment.  Participants have two choices for
     payment of their shares:  (1) cash, or (2) payroll
     deduction. Subject to the terms and conditions of the
     Plan, participants may withdraw from participation in
     the Plan and re-enroll as often as they like.
     
     Cash Payment Procedure:  A participant wishing to
     purchase shares with cash must complete the form of
     SPP Commitment Letter, specifying in the place
     provided the dollar amount which the employee wishes
     to apply to purchases of shares of Common Stock and
     the maximum number of shares, if any, which such
     participant wishes to purchase under the Plan, and
     return such form to the Company on or before the
     Pricing Date for such calendar quarter, together with
     a bank or personal check in the amount specified in
     the SPP Commitment Letter. Completed forms and checks
     should be delivered to the Financial Services
     Department, 707 Summer Street,
     Stamford, Connecticut 06901.

     Forms and cash received in Stamford prior to 12:00
     noon EST on the Pricing Date following any calendar
     quarter will be applied to transactions hereunder to
     be effected on the next business day after such
     Pricing Date.  Forms and cash received after such time
     will be applied to transactions hereunder to be
     effected on the next business day after the Pricing
     Date in the next succeeding calendar quarter.
     
     Payroll Deduction Procedure:  A participant wishing to
     purchase shares by payroll deduction must complete the
     form of SPP Commitment Letter, specifying in the place
     provided the dollar amount to be deducted from the
     participant's bi-weekly paycheck, and return such form
     to the Company.  Completed forms should be delivered
     to the Financial Services Department, 707 Summer
     Street, Stamford, CT  06901 with a copy of the
     completed form to the participant's local payroll
     department.
     
     Amounts deducted from paychecks issued during each
     calendar quarter (plus amounts carried over from the
     prior quarter, if any), will be applied to
     transactions effected on the next business day after
     the Pricing Date which occurs on the fifteenth day
     following the end of such quarter.
     
     The deductions requested in a participant's SPP
     Commitment Letter will continue to be made until the
     participant delivers a SPP Commitment Letter with a
     termination request set forth in the place provided to
     the Financial Services Department and to the
     participant's payroll department.  See "Withdrawal"
     below.
     
     No fractional shares will be issued.  Funds not used
     for purchases in respect of any calendar quarter will
     be applied to purchases in respect of the next
     succeeding calendar quarter.
     
Purchase Amounts

8.   How many shares can a participant purchase?

     A participant may purchase in respect of any calendar
     quarter up to such number of shares of Common Stock
     for which the total purchase price paid by such
     participant does not exceed twenty-five percent (25%)
     of that employee's "eligible year-to-date earnings" at
     the end of such quarter. "Eligible year-to-date
     earnings" include salary, bonus and commission, but do
     not include any profit sharing or other miscellaneous
     income.  Unused year-to-date compensation is
     cumulative with respect to any calendar quarter.
     
Recapitalizations

9.   Will a participant's stock holdings be diluted in the
     case of a stock split, stock dividend,
     recapitalization or other similar transaction?
     
     No.  The total number of shares of Common Stock
     reserved for issuance under the Plan, and the number
     of shares held by each participant under the Plan,
     will be proportionately adjusted, in the discretion of
     the Board of Directors, in the event of a stock split,
     stock dividend, recapitalization, reorganization,
     merger, consolidation, extraordinary dividend, split
     up, spin-off, combination, stock repurchase, exchange
     of shares, warrants or rights offering to purchase
     stock at a price substantially below fair market value
     or other similar corporate event affecting the Common
     Stock in order to preserve the benefits intended to be
     made available under the Plan.  The determination of
     the Board of Directors as to what adjustments shall be
     made, and the extent thereof, will be final.
     
     In the event of a change in Common Stock which is
     limited to a change in the designation thereof to
     "Capital Stock" or other similar designation, or to a
     change in the par value thereof, or from par value to
     no par value, without increase in the number of issued
     shares, the shares resulting from any such change
     shall be deemed to be Common Stock within the meaning
     of the Plan.
     
Costs

10.  Are there any out-of-pocket costs to participants in
     connection with purchases under the Plan?
     
     No.  All costs of administration of the Plan are to be
     paid by the Company.  There are no brokerage fees or
     commissions charged to participants in connection with
     the purchase of shares under the Plan.  However, the
     10% discount applied to purchases under the Plan will
     be treated as taxable income to the participant.  See
     "Taxes" below.
     
Withdrawal

11.  How does a participant withdraw from the Plan?

     A participant may withdraw from the Plan in a number
     of ways.
     
     First, a participant may notify the Company in writing
     that he wishes to withdraw.  Such notice should be
     addressed to the Financial Services Department at the
     Company at 707 Summer Street, Stamford, Connecticut
     06901.  A participant may withdraw from participation
     in the Plan at any time.  Any funds the Company has
     received from the participant through the date of his
     withdrawal from participation in the Plan, whether by
     cash payment or payroll deduction, will be used to
     purchase shares of Common Stock on the next business
     day after the fifteenth day following the end of the
     calendar quarter in which the participant notified the
     Company of his withdrawal.  Any funds remaining
     thereafter which have not been used to purchase shares
     for the participant will be returned to him after one
     calendar quarter has elapsed in which the participant
     has had no activity in the Plan.  A participant's
     funds returned to him upon withdrawal from the Plan
     will not be subject to any charges or deductions.
     
     Second, a participant will be deemed to have withdrawn
     from participation in the Plan if the participant has
     no activity in the Plan in any calendar quarter.  Any
     funds the Company has received from the participant,
     whether by cash payment or payroll deduction, which
     have not been used to purchase shares for the
     participant will be returned to him after one calendar
     quarter has elapsed in which the participant has had
     no activity in the Plan.
     
     Third, in the event that a participant's employment
     with the Company or a subsidiary of the Company
     terminates for any reason whatsoever, such participant
     shall be deemed to have withdrawn from participation
     in the Plan effective as of the end of the calendar
     quarter in which the participant's employment
     terminated.  Any funds the Company has received from
     the participant, whether by cash payment or payroll
     deduction, which have not been used to purchase shares
     for the participant will be returned to him after one
     calendar quarter has elapsed in which the participant
     has had no activity in the Plan.
     
Holding Period/Disposition

12.  How long must a participant hold shares purchased
     pursuant to the Plan?
     
     Shares purchased by participants pursuant to the Plan
     will be deemed to have been purchased as of the next
     business day after the Pricing Date which is fifteen
     days after the close of the calendar quarter in
     respect of which cash has been delivered to the
     Company or payroll deductions have been made.
     However, such shares will be held by the Company's
     transfer agent, the First National Bank of Boston
     ("Bank of Boston"), on behalf of the participant for a
     period of three (3) months after the day on which such
     shares are deemed purchased and no transfers or
     dispositions of such shares will be permitted during
     such quarter (the "holding period").
     
     Upon request, at any time after the expiration of the
     holding period, the Bank of Boston will cause
     certificates evidencing shares of Common Stock
     purchased pursuant to the Plan to be issued in the
     name of the requesting participant and to be delivered
     to such participant.  Thereupon, subject to the
     restrictions described below under the heading
     "Restrictions on Transfer," a participant may sell
     some or all of the shares purchased pursuant to the
     Plan.
     
Reported Price of Shares

13.  How can participants determine the reported price of
     their shares of Common Stock?
     
     Shares of Common Stock of the Company are traded on
     the NYSE under the ticker symbol CU.  The prior day's
     high, low and closing price are listed daily in the
     New York Stock Exchange Composite Transactions in the
     Wall Street Journal and other publications.
     
Restrictions on Transfer

14.  Following expiration of the holding period referred to
     above under "Holding Period/Disposition," what
     restrictions are there on the transfer of shares
     purchased under the Plan?
     
     The resale and reoffer of shares of Common Stock
     received under the Plan are subject to compliance with
     federal and state securities laws and the policies of
     the Company as in effect from time to time, and
     participants are advised to consult with legal counsel
     as to such compliance prior to the resale or reoffer
     of such securities.
     Under the Plan, no person has or may create a lien on
     any funds or shares of Common Stock held under the
     Plan.

Reports to Participants

15.  What kind of reports will be sent to participants in
     the Plan?

     Statements of account will be mailed to each
     participant within 30 days of the end of each calendar
     quarter.  The statement is a participant's continuing
     record of the cost of his purchases and should be
     retained for income tax purposes.  In addition, each
     participant who has become a record holder of shares
     of Common Stock will receive copies of communications
     sent to holders of the Common Stock, including the
     Company's Annual Report, the Notice of Annual Meeting,
     Proxy Statement and any Internal Revenue Service
     information for reporting any dividend income.

Incorporation of Certain Documents by Reference; Further
Information

16.  What other information regarding the Company and the
     Plan is available to participants?

     The documents listed below are incorporated by
     reference herein and constitute part of a prospectus
     covering securities that have been registered under
     the Securities Act of 1933, as amended (the
     "Securities Act"):

          (a)  the Company's Annual Report on Form 10-K for
          the fiscal year ended January 31, 1995, filed
          with the Securities and Exchange Commission
          ("SEC") pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934, as amended (the
          "1934 Act");

          (b)  the Company's Quarterly Report on Form 10-Q
          for the quarter ended April 30, 1995, filed with
          the SEC pursuant to Section 13 or 15(d) of the
          1934 Act; and

          (c)  the description of the Common Stock
          contained in the Company's Registration Statements 
          on Form 8A filed with the SEC on July 27, 1984 and 
          August 15, 1989 (and any amendment or report filed 
          for the purpose of updating the description).

     All documents filed after the date hereof pursuant to
     Sections 13, 14 and 15(d) of the 1934 Act, prior to
     the termination of the offering of shares of Common
     Stock hereunder, shall be deemed to be incorporated by
     reference herein and to be a part of such prospectus
     from the date of filing of such documents.
     
     The Company undertakes to provide without charge to
     each person to whom a prospectus is delivered, upon
     written or oral request of such person, a copy of any
     and all documents that are required to be delivered
     to eligible employees of the Company pursuant to Rule
     428(b) under the Securities Act (including any
     updating information required to be furnished to
     reflect material changes to the Plan) and any and all
     of the information that has been incorporated by
     reference herein and in the Registration Statement on
     Form S-8 filed with the SEC from a document or part
     thereof not delivered with the prospectus, but not
     including exhibits to the document unless such
     exhibits are specifically incorporated by reference.
     Requests for such information should be directed to
     the Investor Relations Department, CUC International
     Inc., 707 Summer Street, Stamford, Connecticut 06901,
     telephone number: (203) 324-9261.
     
Experts

17.  Is any information described above under
     "Incorporation of Certain Documents by Reference;
     Further Information" incorporated by reference herein
     in reliance upon reports of experts?
     
     The consolidated financial statements of the Company
     for the fiscal year ended January 31, 1995, appearing
     in the Company's Annual Report on Form 10-K for such
     fiscal year have been audited by Ernst & Young,
     independent auditors, as set forth in their report
     thereon included therein and incorporated herein by
     reference.  Such consolidated financial statements
     are incorporated herein by reference in reliance upon
     such report given on the authority of such firm as
     experts in accounting and auditing.
     
     With respect to the unaudited condensed consolidated
     interim financial information for the three-month
     period ended April 30, 1995, incorporated by
     reference herein, Ernst & Young have reported that
     they have applied limited procedures in accordance
     with professional standards for a review of such
     information.  However, their separate report,
     included in the Company's Quarterly Report on Form 10-
     Q for the quarter ended April 30, 1995, and
     incorporated herein by reference, states that they
     did not audit and they do not express an opinion on
     that interim financial information.  Accordingly, the
     degree of reliance on their report on such
     information should be restricted in light of the
     limited nature of the review procedures applied.  The
     independent auditors are not subject to the liability
     provisions of Section 11 of the Securities Act for
     their report on the unaudited interim financial
     information because that report is not a "report" or
     a "part" of the Registration Statement prepared or
     certified by the auditors within the meaning of
     Sections 7 and 11 of the Securities Act.
     
Certificates for Shares

18.  Will certificates be issued for shares purchased?

     As discussed above under the heading "Holding
     Period/Disposition," all shares of Common Stock
     purchased pursuant to the Plan will be held by the
     Bank of Boston on behalf of the participants during
     the holding period and, upon request, at any time
     after the expiration of the holding period, certificates
     representing such shares will be issued and
     distributed by the Bank of Boston to participants.
     
19.  In whose name will certificates be registered when
     issued to participants who have requested them?
     
     Certificates for shares will be in the name of the
     participant at the time the participant enters the
     Plan.
     
Taxes

20.  What are the federal income tax consequences of
     participation in the Plan?
     
     A participant will have taxable compensation income
     on the 10% discount applied to purchases under the
     Plan in the year the shares purchased are first
     eligible to be sold in the open market, regardless of
     whether such participant actually sells the shares at
     that time (e.g., shares deemed to be purchased in
     October 1995 would be delivered to the participant
     and would be eligible for sale in January 1996;
     therefore, the 10% portion would be taxable income in
     1996).
     
     A participant will recognize gain or loss when the
     shares are sold or exchanged.  The amount of gain or
     loss will be the difference between the amount which
     the participant receives for the shares and the tax
     basis thereof.  The tax basis for the shares will be
     the purchase price of the shares increased by the
     amount the participant takes into income as a result
     of the purchase.
     
     The holding period for the shares will begin at the
     time the participant realizes the compensation
     income. If the shares are capital assets in the hands
     of the participant, gain or loss would be considered
     long term capital gain if the participant sells the
     shares after holding them for more than twelve
     months.
     
     All participants are urged to consult their own tax
     advisors to determine the particular tax consequences
     which may result from their participation in the Plan
     and their subsequent disposition of the shares
     purchased pursuant to the Plan.
     
Voting

21.  How will a participant's shares be voted at
     shareholders' meetings?
     
    In connection with any annual or special meeting of
     shareholders, a proxy card will be sent to each
     participant that has become a record holder of shares
     of Common Stock, as in the case of shareholders not
     participating in the Plan.  This proxy will apply to
     all shares registered in the participant's name.
     
Limitations of the Company

22.  What are the responsibilities of the Company under
     the Plan?
     
     The Company will not be liable under the Plan for any
     act done in good faith or for any good faith omission
     to act.

     Each participant should recognize that the Company
     cannot give any assurances that any participant will
     receive a profit or not suffer a loss in respect of
     the shares purchased by him under the Plan.

Amendment; Termination

23.  May the Plan be changed or discontinued?

     Notwithstanding any other provision of the Plan, the
     Board of Directors of the Company, the Committee, or
     any designated committee thereof, reserves the right
     to amend, suspend, modify or terminate the Plan at
     any time.  Notice of any material amendment,
     suspension, modification or termination will be sent
     to all participants.