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 October 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 or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

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

                  (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 - 182,294,108 shares as of November
30, 1995


                              INDEX



             CUC INTERNATIONAL INC. AND SUBSIDIARIES




PART I. FINANCIAL INFORMATION                              PAGE




Item 1.   Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets - October 31, 1995
  and January 31, 1995.                                     3

Condensed Consolidated Statements of Income - Three 
  and Nine months ended October 31, 1995 and 1994.          4

Condensed Consolidated Statements of Cash Flows - Nine
  months ended October 31, 1995 and 1994.                   5

Notes to Condensed Consolidated Financial Statements.       6

Independent Accountants' Review Report.                     9

Item  2.    Management's  Discussion and  Analysis  of  
            Financial Condition and Results of Operations  10



PART II.  OTHER INFORMATION


Item  6.  Exhibits and Reports on Form 8-K                 16


SIGNATURES                                                 18

INDEX TO EXHIBITS                                          19
                                

PART I.  FINANCIAL  INFORMATION                            
CUC INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS                  
(In thousands)                                             
                                          Oct. 31, Jan. 31,
                                            1995     1995
                                       (Unaudited)
Assets                                                     
Current Assets                                             
     Cash and cash equivalents            $160,261 $180,648
     Receivables                           255,303  188,185
     Membership solicitations in process    57,203   45,636
     Prepaid membership materials           44,830   26,503
     Ppd expenses, deferred taxes & other   88,859   62,929
        Total Current Assets               606,456  503,901
                                                           
Contract renewal rights & intangible assets -
  net of accumulated amortization of      
  $85,541 and $71,646                      262,973  195,688
Properties, at cost, less accumulated                      
  depreciation of $66,187 and $48,918       55,027   35,089
Deferred income taxes                        5,106   16,778
Other                                       28,061   16,696
                                          $957,623 $768,152
                                                           
Liabilities and Shareholders' Equity                       
Current Liabilities                                        
  Accounts payable & accrued expenses &
    federal & state income taxes payable  $102,942 $109,489
                                                           
        Total Current Liabilities          102,942  109,489
                                                           
Deferred membership income, net            211,024  197,010
Zero coupon convertible notes - net of                     
  unamortized original issue discount of
  $1,022 and $2,507                         14,347   15,046
Other                                        3,833    3,285
                                                           
Shareholders' Equity                                       
  Common stock-par value $.01 per share;                  
    authorized 400 million shares and 
    200 million shares; issued 184,782,714 
    shares and 174,538,445 shares            1,848    1,745
  Additional paid-in capital               304,549  216,286
  Retained earnings                        344,242  235,796
  Treasury stock, at cost, 3,250,036                      
    shares and 2,757,894 shares            (25,162) (10,505)
Total Shareholders' Equity                 625,477  443,322
                                          $957,623 $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
                                               October 31,
                                            1995     1994
                                                           
REVENUES                                                   
  Membership & service fees & other       $341,406 $263,735
                                                           
     Total Revenues                        341,406  263,735
                                                           
EXPENSES                                                   
     Operating                              90,784   70,694
     Marketing                             134,631  106,363
     General and administrative             50,049   37,329
     Interest (income) expense, net, and                   
       amort. of restricted stock comp.       (643)     211
                                                           
     Total Expenses                        274,821  214,597
                                                           
INCOME  BEFORE  INCOME  TAXES               66,585   49,138
                                                           
Provision for income taxes                  25,831   18,893
                                                           
NET  INCOME                                $40,754  $30,245
                                                           
Net Income Per Common Share                  $0.22    $0.17
                                                           
Weighted Average Number of                                 
Common and Dilutive Common                                 
Equivalent Shares Outstanding              188,734  177,428
                                                           
                                                           
                                                           
                                                           
See notes to condensed consolidated financial statements.
                                                           
                                                           
CUC INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share amounts)                   
                                                           
                                                           
                                                           
                                          Nine Months Ended
                                             October 31,
                                            1995     1994
                                                           
REVENUES                                                   
  Membership & service fees & other       $979,886 $762,940
                                                           
     Total Revenues                        979,886  762,940
                                                           
EXPENSES                                                   
     Operating                             263,404  206,868
     Marketing                             385,684  307,771
     General and administrative            145,345  109,390
     Interest (income) expense, net, and                   
       amort. of restricted stock comp.       (838)   1,123
                                                           
     Total Expenses                        793,595  625,152
                                                           
INCOME  BEFORE  INCOME  TAXES              186,291  137,788
                                                           
Provision for income taxes                  70,884   52,979
                                                           
NET  INCOME                               $115,407  $84,809
                                                           
Net Income Per Common Share                  $0.62    $0.48
                                                           
Weighted Average Number of                                 
Common and Dilutive Common                                 
Equivalent Shares Outstanding              186,873  176,400
                                                           
                                                           
                                                           
                                                           
See notes to condensed consolidated financial statements.
                                                           
                                                           
                                                           
CUC INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)                                             
                                                           
                                                  
                                             OCTOBER 31,
NINE MONTHS ENDED                           1995     1994
OPERATING  ACTIVITIES:                                     
Net income                                $115,407  $84,809
Adjustments to reconcile net income to                     
  net cash provided by operating activities:
    Membership acquisition costs          (330,357)(262,626)
    Amort of membership acquisition costs  305,472  261,335
    Deferred membership income              10,960   (7,004)
    Amort of contract renewal rights &
      rights and excess cost                13,793   10,652
    Deferred income taxes                   13,986   11,402
    Amortization of original issue 
      discount on convertible notes          1,236    1,094
    Amort of restricted stock compensation              303
    Depreciation                             9,850    6,336
                                                           
           Changes in working capital items,
             net of acquisitions:
           Increase in receivables         (48,530) (29,539)
           Increase in membership         
             solicitations in process      (11,567)  (3,349)
           Incr in ppd membership mat'ls   (12,439) (15,654)
           Increase in prepaid expenses    (21,349) (19,409)
           Net (decrease) increase in                  
             accounts payable & accrued
             expenses and federal and 
             state income taxes payable   (17,776)   12,114
           Other, net                     (12,781)   (2,387)
Net cash provided by operating activities   15,905   48,077
INVESTING  ACTIVITIES:                                     
Acquisitions, net of cash acquired        (42,352)  (5,045)
Acquisitions of properties                (20,272) (10,375)
Net cash used in investing activities     (62,624) (15,420)
FINANCING  ACTIVITIES:                                     
Issuance of Common Stock                    26,332    9,084
Net cash provided by financing activities   26,332    9,084
Net (decr) incr in cash & cash equivalents (20,387)  41,741
Cash & cash equiv at beginning of period   180,648  116,937
Cash & cash equivalents at end of period  $160,261 $158,678
                                                           
                                                           
                                                           
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 nine months ended
October  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 October 31, 1995 and for the  three  and
nine  months  ended October 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,  net,  included  in  the  condensed
consolidated  balance sheets is comprised of  the  following  (in
thousands):
                                         October 31,    January 31,
                                            1995            1995

Deferred membership income                $462,745        $408,426
Less unamortized membership acquisition
    costs                                 (251,721)       (211,416)
Deferred membership income, net           $211,024        $197,010


NOTE 3 --  MERGERS 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").

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.

                                
                                

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


NOTE 3 --  MERGERS AND ACQUISITIONS (continued)

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  these  entities' operations for the periods  prior  to  their
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 a purchase  price
of  approximately  $100  million,  which  was  satisfied  by  the
issuance  of  approximately 3.7 million shares of  Common  Stock.
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.

During   September  1995,  the  Company  acquired  all   of   the
outstanding  capital stock of North American Outdoor Group,  Inc.
("NAOG") for a purchase price of approximately $52 million, which
was satisfied by the issuance of approximately 1.5 million shares
of  Common  Stock.   NAOG owns one of the largest  private,  for-
profit   hunting   and   general  interest   fishing   membership
organizations  in  the United States, and also  owns  a  handyman
membership organization.  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.

During  October  1995, the Company and one of  its  wholly  owned
subsidiaries ("Merger Sub") entered into an Agreement and Plan of
Merger with Advance Ross Corporation ("Advance Ross") pursuant to
which the Company, Merger Sub and Advance Ross plan to consummate
a  merger (the "Merger") in which Merger Sub will be merged  with
and  into  Advance  Ross.  In the Merger, each  share  of  common
stock,  par  value  $.01 per share, of Advance  Ross  issued  and
outstanding immediately prior to the effective time of the Merger
will  be converted into five-sixths (5/6) of one share of  Common
Stock,  subject to certain adjustments.  In addition, all  shares
of  5% Cumulative Preferred Stock, $25 par value, of Advance Ross
issued and outstanding immediately prior to the effective time of
the  Merger will be converted in the Merger into shares of Common
Stock having a value equal to the liquidation preference of  such
shares, subject to the obligation of Advance Ross to redeem  such
shares  under  certain circumstances in lieu of such  conversion.
The  consummation  of the Merger is subject to certain  customary
closing  conditions, including the approval  of  the  holders  of
Advance  Ross  common stock.  This transaction will be  accounted
for  under the pooling-of-interests method of accounting  and  is
expected to be completed during January 1996.












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


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 nine months ended October 31, 1995, $95,100 and
$2.2  million  principal  of zero coupon convertible  notes  were
converted into 14,432 shares and 331,471 shares of Common  Stock,
respectively, and the related unamortized original issue discount
($87,000  and  $1.9  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 nine month periods ended  October  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.



             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 October 31, 1995, and  the
related condensed consolidated statements of income for the three-
month and nine-month periods ended October 31, 1995 and 1994, and
the condensed consolidated statements of cash flows for the nine-
month  periods  ended October 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
November 29, 1995









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

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


The  Company's overall membership base continues  to  grow  at  a
rapid  rate (from 32.9 million members at October 31, 1994 to  40
million  members  at  October 31, 1995),  which  is  the  largest
contributing factor to the 29% increase in revenues (from  $263.7
million  for the quarter ended October 31, 1994 to $341.4 million
for  the  quarter  ended October 31, 1995).   While  the  overall
membership  base  increased by approximately  2  million  members
during the quarter (of which approximately 1 million members came
from   an  acquisition  completed  during  the  quarter  (members
resulting  from  acquisitions  being  "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  third  quarter,
individual,  wholesale  and discount coupon  program  memberships
grew  by  29%, 10% and 19%, respectively.  For the quarter  ended
October  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 $49.3 million  to
$65.9  million,  and EBIT margins improved from 18.7%  to  19.3%.
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.

Operating  costs  increased  28% (from  $70.7  million  to  $90.8
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 quarter ended October 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.




             CUC INTERNATIONAL INC. AND SUBSIDIARIES

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

             Three Months Ended October 31, 1995 vs.
               Three Months Ended October 31, 1994
                                
                                
Marketing costs decreased as a percentage of revenue (from 40% to
39%).   This  is primarily due to improved per member acquisition
costs   and   an   increase  in  renewing  members.    Membership
acquisition  costs incurred increased 40% (from $103  million  to
$144.3  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  22%  (from $90.1 million to $110.3 million).  Other marketing
costs  increased  by 49% (from $16.3 million to  $24.3  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 number of 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 nine months ended  October  31,
1995.  Interest (income) expense, net, decreased from $.2 million
to   ($.6  million)  primarily  due  to  the  reduced  level   of
amortization   associated   with  the   Company's   zero   coupon
convertible notes and the net interest income from the  increased
level of cash generated by the Company for investment.

During  the  first  nine  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 companies acquired in the Acquisitions
is  included in both revenues and pre-tax profits for  the  third
quarter;  however,  the  operating activity  resulting  from  the
Acquisitions  is not included in the prior year's third  quarter.
The 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
                                
             Nine Months Ended October 31, 1995 vs.
               Nine Months Ended October 31, 1994


The  Company's overall membership base continues  to  grow  at  a
rapid  rate (from 32.9 million members at October 31, 1994 to  40
million  members  at  October 31, 1995),  which  is  the  largest
contributing factor to the 28% increase in revenues (from  $762.9
million  for  the nine months ended October 31,  1994  to  $979.9
million  for the nine months ended October 31, 1995).  While  the
overall  membership base increased by approximately  6.1  million
members  during  the  nine  months (of  which  approximately  3.1
million  were Acquired Members), the average annual fee collected
for  the  Company's  membership services increased  by  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  nine  months, individual, wholesale  and  discount
coupon program memberships grew by 21%, 9% and 15%, respectively.
For the nine months ended October 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  $138.9 million to $185.5 million, and EBIT margins improved
from  18.2%  to  18.9%.   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.

Operating  costs  increased 27% (from $206.9  million  to  $263.4
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  nine months ended October  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.

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

             Nine Months Ended October 31, 1995 vs.
               Nine Months Ended October 31, 1994
                                
                                
Marketing costs decreased as a percentage of revenue (from 40% to
39%).   This  is primarily due to improved per member acquisition
costs   and   an   increase  in  renewing  members.    Membership
acquisition costs incurred increased 26% (from $262.6 million  to
$330.4  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  17% (from $261.3 million to $305.5 million).  Other marketing
costs  increased  by 72% (from $46.5 million to  $80.2  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 number of 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 nine months ended  October  31,
1995.   Interest  (income)  expense,  net,  and  amortization  of
restricted stock compensation decreased from $1.1 million to ($.8
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  nine  months  of  fiscal  1996,  the  Company
completed  the  Acquisitions (see Note 3 in  Notes  to  Condensed
Consolidated  Financial Statements).  The operating  activity  of
the  companies acquired in the Acquisitions is included  in  both
revenues  and  pre-tax profits for the nine months ended  October
31,  1995;  however,  the operating activity resulting  from  the
Acquisitions  is  not  included in the prior  year's  first  nine
months.   The 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

Nine Months Ended October 31, 1995      39,985,000        6,135,000*
Year  Ended  January  31,  1995         33,850,000        3,000,000
Nine  Months  Ended  October 31,  1994  32,925,000        2,075,000
Year  Ended  January  31,  1994         30,850,000        3,250,000
Quarter  Ended  October  31,  1995      39,985,000        1,960,000**
Quarter  Ended  October  31,  1994      32,925,000          600,000

  *Includes approximately 3.1 million Acquired Members.
**Includes approximately 1 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.  The Company also 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
October  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  $42.4
million  in acquisitions, net of cash acquired, during  the  nine
months ended October 31, 1995.


                                
                                
                                
                                
                                
             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 $20.3 million
for the nine months ended October 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  nine  months  ended October  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) Exhibit
     No.                      Description

      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
Company's  Annual Report on 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 end 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 Options 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).*

          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).*


PART II.  OTHER INFORMATION


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

          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).*

          10.15      Agreement and Plan of Merger, dated  October
          17,   1995,  among  CUC  International  Inc.,   Retreat
          Acquisition  Corporation and Advance  Ross  Corporation
          (filed  as  Exhibit  2  to  the Company's  Registration
          Statement on Form S-4, Registration No. 33-64801, filed
          on December 7, 1995).*

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

          15.    Letter   re:      Unaudited  Interim   Financial
          Information


(b)  During the quarter ended October 31, 1995, the Company filed
     the following Current Reports on Form 8-K:

     (1)  Current Report on Form 8-K, filed on September 5, 1995,
       reporting an Item 5 ("Other Events") event.
     (2)  Current Report on Form 8-K, filed on October 18,  1995,
       reporting an Item 5 ("Other Events") event.
     (3)  Current Report on Form 8-K, filed on October 20,  1995,
       reporting an Item 5 ("Other Events") event.












       *Incorporated by reference
                                

                           SIGNATURES



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


                              CUC INTERNATIONAL INC.
                              (Registrant)





Date: December 11, 1995  By:  WALTER  A.  FORBES
                              Walter A. Forbes - Chief Executive Officer
                                              and Chairman of the Board
                                             (Principal Executive Officer)





Date: December 11, 1995  By:  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).*

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).*

                INDEX TO EXHIBITS     (continued)

Exhibit
No.                            Description                        Page


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).*

10.15      Agreement  and Plan of Merger, dated  October 17,  1995,
among CUC International Inc., Retreat Acquisition Corporation and
Advance Ross Corporation  (filed as Exhibit 2 to  the  Company's
Registration  Statement on Form  S-4,  Registration No. 33-64801, 
filed on December 7, 1995).*

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

15.  Letter re:     Unaudited Interim Financial Information



















       *Incorporated by reference







CUC INTERNATIONAL INC. AND SUBSIDIARIES                    
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
(In thousands, except per share amounts)                   
                                                           
                                                  
                                             Three Months
                                             Ended October 31,
                                            1995       1994
PRIMARY                                   ------------------
 Average shares outstanding                175,051  166,959
 Net effect of dilutive stock options -                    
   based on the treasury stock method 
   using average market price               13,683   10,469
                                          -------- --------
              Total                        188,734  177,428
                                             =====    =====
                                                           
              Net Income                   $40,754  $30,245
                                             =====    =====
                                                           
              Net income per common share   $0.216   $0.170
                                             =====    =====
                                                           
                                                           
FULLY DILUTED                                              
 Average shares outstanding                175,051  166,959
 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  13,975   10,469
 Net effect of zero coupon convertible                     
   notes - based on the if converted method  2,342    2,709
                                           ------- --------
              Total                        191,368  180,137
                                             =====    =====
                                                           
 Net Income                                $40,754  $30,245
                                                           
  Zero Coupon Convertible Notes                250      171
                                          -------- --------
                                           $41,004  $30,416
                                             =====    =====
                                                           
              Net income per common share   $0.214   $0.169
                                             =====    =====
                                                           
                                                           
                                                           
                                                           
                                                           
                                                           
CUC INTERNATIONAL INC. AND SUBSIDIARIES                    
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
(In thousands, except per share amounts)                   
                                                           
                                                  
                                              Nine Months
                                             Ended October 31,
                                            1995       1994
PRIMARY                                   ------------------
 Average shares outstanding                174,368  166,226
 Net effect of dilutive stock options -                    
   based on the treasury stock method 
   using average market price               12,505   10,174
                                          -------- --------
              Total                        186,873
  176,400
                                             =====    =====
                                                           
              Net Income                  $115,407  $84,809
                                             =====    =====
                                                           
              Net income per common share   $0.618   $0.481
                                             =====    =====
                                                           
                                                           
FULLY DILUTED                                              
 Average shares outstanding                174,368  166,226
 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  13,238   10,371
 Net effect of zero coupon convertible                     
   notes - based on the if converted method  2,485    2,814
                                          -------- --------
              Total                        190,091  179,411
                                             =====    =====
                                                           
 Net Income                               $115,407  $84,809
                                                           
  Zero Coupon Convertible Notes                766      673
                                          -------- --------
                                          $116,173  $85,482
                                             =====    =====
                                                           
              Net income per common share   $0.611   $0.476
                                             =====    =====




CUC INTERNATIONAL INC. AND SUBSIDIARIES

EXHIBIT 15 - LETTER RE:  UNAUDITED INTERIM FINANCIAL INFORMATION

December 8, 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, 3348175,
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,  33-58598 and 33-63237) of CUC International  Inc.  for
the  registration  of 738,057 shares, 3,450,000  shares,  331,797
shares  and 1,498,888 shares, respectively, of its common  stock,
and in the Registration Statement (Form S-4: Number 33-64801)  of
CUC  International  Inc., of our report dated November  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 October 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>
<CIK> 0000723612
<NAME> CUC INTERNATIONAL INC.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-31-1995
<PERIOD-END>                               OCT-31-1995
<CASH>                                         160,261
<SECURITIES>                                         0
<RECEIVABLES>                                  255,303
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               606,456
<PP&E>                                         121,214
<DEPRECIATION>                                  66,187
<TOTAL-ASSETS>                                 957,623
<CURRENT-LIABILITIES>                          102,942
<BONDS>                                         14,347
<COMMON>                                         1,848
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     623,629
<TOTAL-LIABILITY-AND-EQUITY>                   957,623
<SALES>                                        979,886
<TOTAL-REVENUES>                               979,886
<CGS>                                                0
<TOTAL-COSTS>                                  794,433
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (838)
<INCOME-PRETAX>                                186,291
<INCOME-TAX>                                    70,884
<INCOME-CONTINUING>                            115,407
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   115,407
<EPS-PRIMARY>                                     .618
<EPS-DILUTED>                                     .611
        

</TABLE>