<PAGE>
   
 As filed with the Securities and Exchange Commission on September 5, 1995
                                                 Registration No. 33-95126 
    
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------
   
                              Amendment No. 1
                                     to
                                  FORM S-3
    
                           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 of                     (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)

                             707 Summer Street
                           Stamford, Connecticut
                               (203) 324-9261
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

          Cosmo Corigliano                    Amy N. Lipton, Esq.
     Senior Vice President and            Senior Vice President and 
      Chief Financial Officer                   General Counsel
       CUC International Inc.               CUC International Inc.
         707 Summer Street                     707 Summer Street
    Stamford, Connecticut 06901           Stamford, Connecticut 06901
           (203) 324-9261                       (203) 324-9261
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:

                          HOWARD CHATZINOFF, ESQ.
                           WEIL, GOTSHAL & MANGES
                              767 FIFTH AVENUE
                          NEW YORK, NEW YORK 10153
                               (212) 310-8000

Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes
effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.  [_]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.  [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.  [_]  __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  [_]  __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [_]


<PAGE>
   
    
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

<PAGE>


     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
     WITH THE SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT
     BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
     REGISTRATION STATEMENT BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT
     CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
     SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
     OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
     QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
   
                    SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1995
    
                                3,817,425 SHARES

                                -----------------

                             CUC INTERNATIONAL INC.

                                  COMMON STOCK
                           ($.01 PAR VALUE PER SHARE)
                                                    
                             ------------------------

          The 3,817,425 shares (the "Shares") of common stock, $.01 par
     value ("Common Stock"), of CUC International Inc., a Delaware
     corporation ("CUC" or the "Company"), may be offered for sale from
     time to time by and for the account of certain stockholders of the
     Company (the "Selling Stockholders").  See "Selling Stockholders." 
     The Selling Stockholders acquired the Shares, or options to acquire
     Shares, in connection with the purchase by the Company of all of the
     issued and outstanding capital stock of Getko Group Inc., a New York
     corporation ("Getko") pursuant to the Stock Purchase Agreement dated
     June 27, 1995, by and among the Company, Getko, Irving Siegel, Stuart
     Siegel, Getting to Know You International Ltd. Employee Stock
     Ownership Plan and Trust, Joel Zychick, as Agent and the other parties
     named therein (the "Stock Purchase Agreement"), and the purchase by
     the Company of certain real estate from I.S. Realty No. 1, L.P.  The
     Company is registering the Shares as required by a Registration Rights
     Agreement, dated June 27, 1995, among the Company, I.S. Realty No. 1,
     L.P. and the former Getko stockholders (the "Registration Rights
     Agreement"), to provide the Selling Stockholders with freely-tradeable
     securities.  The Company will not receive any of the proceeds from the
     sale of the Shares by the Selling Stockholders, but has agreed to bear
     certain expenses of registration of the Shares.  See "Plan of
     Distribution."
   
          The Common Stock is listed on the New York Stock Exchange under
     the symbol "CU."  On September 1, 1995, the last reported sale price
     of Common Stock on the New York Stock Exchange was $34 per share.
    
          The Selling Stockholders, or their transferees, from time to time
     may offer and sell the Shares directly or through agents or broker-
     dealers on terms to be determined at the time of sale.  To the extent
     required, the names of any agents or broker-dealers, and applicable
     commissions or discounts and any other required information with
     respect to any particular offer, will be set forth in an accompanying
     Prospectus Supplement.  See "Plan of Distribution."  

          The Selling Stockholders and any agents or broker-dealers that
     participate with the Selling Stockholders in the distribution of the
     Shares may be deemed to be "underwriters" within the meaning of the
     Securities Act of 1933, as amended (the "Securities Act"), and, in
     such event, any commissions received by them and any profit on the
     resale of the Shares may be deemed to be underwriting commissions or
     discounts under the Securities Act.  See "Plan of Distribution" herein
     for a description of certain indemnification arrangements among the
     Company and the Selling Stockholders.

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

                             ------------------------
   
               THE DATE OF THIS PROSPECTUS IS SEPTEMBER __, 1995.
    
<PAGE>

<PAGE>   
                              AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
     in accordance therewith, files reports, proxy statements and other
     information with the Securities and Exchange Commission (the
     "Commission").  Such reports, proxy statements and other information
     filed with the Commission by the Company can be inspected and copied
     at the public reference facilities maintained by the Commission at
     Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
     Regional Offices located at 7 World Trade Center, Suite 1300, New
     York, New York 10048, and Northwestern Atrium Center, 500 West Madison
     Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such
     materials can be obtained upon written request addressed to the Public
     Reference Section of the Commission at 450 Fifth Street, N.W.,
     Washington, D.C. 20549, at prescribed rates.  In addition, the Common
     Stock is listed on the New York Stock Exchange, and such reports,
     proxy statements and other information concerning the Company may be
     inspected at the offices of the New York Stock Exchange, Inc., 20
     Broad Street, New York, New York 10005.

          The Company has filed with the Commission a registration
     statement on Form S-3 (together with any amendments, the "Registration
     Statement") under the Securities Act, covering the shares of Common
     Stock being offered by this Prospectus.  This Prospectus, which is
     part of the Registration Statement, does not contain all of the
     information and undertakings set forth in the Registration Statement
     and reference is made to such Registration Statement, including
     exhibits, which may be inspected and copied in the manner and at the
     locations specified above, for further information with respect to the
     Company and the Common Stock.  Statements contained in this Prospectus
     concerning the provisions of any document are not necessarily complete
     and, in each instance, reference is made to the copy of such document
     filed as an exhibit to the Registration Statement or otherwise filed
     with the Commission.  Each such statement is qualified in its entirety
     by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents previously filed with the Commission by
     the Company are incorporated by reference into this Prospectus:

         (i)   The Company's Annual Report on Form 10-K for the fiscal year
     ended January 31, 1995;

        (ii)   The Company's Quarterly Report on Form 10-Q for the fiscal
     quarter ended April 30, 1995;
   
       (iii)   The Company's Quarterly Report on Form 10-Q for the fiscal
     quarter ended July 31, 1995; and
    
   
        (iv)   The Company's Current Report on Form 8-K filed on September 5,
     1995.
    
   
         (v)   The description of Common Stock in the Company's
     registration statements on Form 8-A filed on July 27, 1984 and August
     15, 1989.
    
          In addition, all documents filed by the Company pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
     the date of this Prospectus and prior to the termination of the
     offering made pursuant to the Registration Statement shall be deemed
     to be incorporated by reference into and to be a part of this
     Prospectus from the date of filing of such documents.  Any statement
     contained in a document so incorporated by reference shall be deemed
     to be modified or superseded for purposes of this Prospectus to the
     extent that a statement contained in this Prospectus, or in any other
     subsequently filed document which is also incorporated by reference,
     modifies or supersedes such statement.  Any such statement so modified
     or superseded shall not be deemed to constitute a part of this
     Prospectus except as so modified or superseded.

<PAGE>
          The Company will provide, without charge, to each person to whom
     this Prospectus is delivered, upon the written or oral request of any
     such person, a copy of any or all of the documents incorporated by
     reference (not including exhibits to such documents unless such
     exhibits are specifically incorporated by reference in such
     documents).  Requests for copies of such documents should be directed
     to the Company, 707 Summer Street, Stamford, Connecticut 06901,
     Attention:  Secretary, telephone: (203) 324-9261.

<PAGE>

<PAGE>
                                   THE COMPANY
     GENERAL

          The Company is a membership-based consumer services company.  The
     Company currently provides approximately 37 million consumers with
     access to a variety of services.  The Company operates in one business
     segment, providing these services as individual, wholesale or discount
     coupon program memberships ("Memberships").  These Memberships include
     such components as shopping, travel, auto, dining, home improvement,
     vacation exchange, credit card and checking account enhancement
     packages, financial products and discount coupon programs.  The
     Company also administers insurance package programs which are
     generally combined with discount shopping and travel and marketed
     primarily through financial institutions.  The Company believes it is
     the leading provider of membership-based consumer services of these
     types in the United States.  The Company's activities are conducted
     principally through its Comp-U-Card division and certain of the
     Company's wholly-owned subsidiaries, FISI Madison Financial
     Corporation, Benefit Consultants, Inc., Interval International Inc.
     and Entertainment Publications, Inc.

          The Company derives its revenues principally from membership
     fees.  Membership fees vary depending upon the particular membership
     program, and annual fees to consumers generally range from $6 to $250
     per year.  Most of the Company's memberships are for one-year
     renewable terms, and members are generally entitled to unlimited use
     during the membership period of the service for which the member has
     subscribed.  Members generally may cancel their membership and obtain
     a full refund at any point during the membership term.

          For a more detailed description of the business of the Company,
     see the description set forth in the Company's Annual Report on Form
     10-K for the fiscal year ended January 31, 1995, which is incorporated
     herein by reference.

          The Company's executive offices are located at 707 Summer Street,
     Stamford, Connecticut 06901, and its telephone number is (203) 324-
     9261.

                               RECENT DEVELOPMENTS

          In June 1995, the Company acquired all of the outstanding stock
     of Getko (the "Stock Purchase") pursuant to the Stock Purchase
     Agreement.  The acquisition was accounted for as a pooling-of-
     interests.  Getko principally designs, prints and distributes
     complimentary welcoming packages to newly-moved homeowners.  Getko
     employs over 750 people nationwide.  The Company acquired Getko, among
     other reasons, to expand the penetration and the scope of services
     provided by Welcome Wagon International, Inc. ("Welcome Wagon"), a
     wholly-owned subsidiary of the Company.  The Company believes that the
     acquisition of Getko enhances the Company's overall competitiveness by
     making available to it new markets and new product lines and by
     increasing the market for its existing product lines, while also
     creating overall cost reductions in respect of the combined businesses
     of Welcome Wagon and Getko.

          On June 7, 1995, the Company announced that its Board of
     Directors declared a three-for-two stock split, in the nature of a
     stock dividend, payable to stockholders of record on June 19, 1995. 
     The distribution of this stock dividend was made on June 30, 1995. 
     Pursuant to the Stock Purchase Agreement, the Company issued
     additional Shares to the Selling Stockholders on June 30, 1995, to
     reflect such stock split.

                                 USE OF PROCEEDS

          The Company will not receive any of the proceeds from the sale of
     the Shares.  All of the proceeds from the sale of the Shares will be
     received by the Selling Stockholders.

<PAGE>

<PAGE>     
                              SELLING STOCKHOLDERS

          The Selling Stockholders are (i) former Getko stockholders, (ii)
     I.S. Realty No. 1, L.P. and (iii) Sheldon Danuff.  The Shares, or
     options to acquire Shares, were acquired by the Selling Stockholders
     in connection with the Stock Purchase.  The following table provides
     the names and the number of shares of Common Stock owned by each
     Selling Stockholder, assuming the exercise of all options, if any. 
     Since the Selling Stockholders may sell all, some or none of their
     Shares, no estimate can be made of the aggregate number of Shares that
     are to be offered hereby or that will be owned by each Selling
     Stockholder upon completion of the offering to which this Prospectus
     relates.

          The Shares offered by this Prospectus may be offered from time to
     time by the Selling Stockholders named below:


<TABLE>
<CAPTION>
                                                   Shares of
               Selling Stockholder               Common Stock
               -------------------               ------------
               <S>                              <C>
               Irving Siegel                       1,895,710
               Kenneth Siegel Trust                   82,291
               Stuart Siegel Trust                    82,291
               Terri Siegel Trust                     82,291
               Irving Siegel Grantor
                 Retained Income Trust               138,867
               Stuart Siegel                         357,558
               Joel Zychick                           56,092
               Getting To Know You
                 International Ltd. Employee
                 Stock Ownership Plan and Trust      928,758
               l.S. Realty No. 1, L.P.               180,478
               Sheldon Danuff                         13,089
                                                  ----------
                 Total                             3,817,425
</TABLE>


          Two of the Selling Stockholders, Stuart Siegel and Irving Siegel,
     have entered into employment agreements with Getko, each as of June
     27, 1995.   

                              PLAN OF DISTRIBUTION

          The Selling Stockholders have advised the Company that the Shares
     may be sold from time to time by the Selling Stockholders, or their
     transferees, on the New York Stock Exchange or any national securities
     exchange or automated interdealer quotation system on which shares of
     Common Stock are then listed, or through negotiated transactions or
     otherwise.  The Shares will not be sold in an underwritten public
     offering.  The Shares will be sold at prices and on terms then
     prevailing, at prices related to the then-current market price, or at
     negotiated prices.  The Selling Stockholders may effect sales of the
     Shares directly or by or through agents, brokers or dealers and the
     Shares may be sold by one or more of the following methods: 
     (a) ordinary brokerage transactions, (b) purchases by a broker-dealer
     as principal and resale by such broker-dealer for its own account
     pursuant to this Prospectus, and (c) in "block" sales.  At the time a
     particular offer is made, a Prospectus Supplement, if required, will
     be distributed that sets forth the name or names of agents or broker-
     dealers, any commissions and other terms constituting compensation and
     any other required information.  In effecting sales, broker-dealers
     engaged by any Selling Stockholder and/or the purchasers of the Shares
     may arrange for other broker-dealers to participate.  Broker-dealers
     will receive commissions, concessions or discounts from the Selling
     Stockholder and/or the purchasers of the Shares in amounts to be
     negotiated prior to the sale.  Sales will be made only through broker-
     dealers registered as such in a subject jurisdiction or in
     transactions exempt from such

<PAGE>

<PAGE>
     
     registration.  Although there are no definitive selling arrangements
     between the Selling Stockholders and any broker or dealer as of the
     date of this Prospectus, certain Selling Stockholders have advised the
     Company that they are currently considering retaining Goldman, Sachs &
     Co. and Sanford C. Bernstein & Company, Inc. as broker-dealers in
     connection with selling and other transactions in respect of Shares.

          In connection with the distribution of the Shares, the Selling
     Stockholders may enter into hedging transactions with broker-dealers. 
     In connection with such transactions, broker-dealers may engage in
     short sales of the Shares in the course of hedging the positions they
     assume with the Selling Stockholders.  The Selling Stockholders may
     also sell the Shares short and redeliver the Shares to close out the
     short positions.  The Selling Stockholders may also enter into option
     or other transactions with broker-dealers which require the delivery
     to the broker-dealer of the Shares.  The Selling Stockholders may also
     loan or pledge the Shares to a broker-dealer and the broker-dealer may
     sell the Shares so loaned or upon a default the broker-dealer may
     effect sales of the pledged shares.

          The Company is required under the Registration Rights Agreement
     to comply with the requirements of Rule 144(c) under the Securities
     Act, as such Rule may be amended from time to time (or any similar
     rule or regulation hereafter adopted by the Commission), regarding the
     availability of current public information to the extent required to
     enable the Selling Stockholders to sell Shares without registration
     under the Securities Act pursuant to Rule 144 (or any similar rule or
     regulation).

          In offering the Shares covered by this Prospectus, the Selling
     Stockholders and any brokers, dealers or agents who participate in a
     sale of the Shares by the Selling Stockholders may be considered
     "underwriters" within the meaning of Section 2(11) of the Securities
     Act, and the compensation of any broker/dealers may be deemed to be
     underwriting discounts and commissions.

          As required by the Registration Rights Agreement, the Company has
     filed the Registration Statement, of which this Prospectus forms a
     part, with respect to the sale of the Shares.  CUC has agreed to use
     its best efforts to keep the Registration Statement current and
     effective through two (2) years from the effective date of the
     Registration Statement, with certain exceptions.

          The Company will not receive any of the proceeds from the sale of
     the Shares by the Selling Stockholders.  The Company will bear the
     costs of registering the Shares under the Securities Act, including
     the registration fee under the Securities Act, reasonable fees and
     disbursements of up to $15,000 of one counsel selected by the Selling
     Stockholders and retained to represent both the Company and the
     Selling Stockholders, accounting fees and printing fees.  The Selling
     Stockholders will bear all other expenses in connection with this
     offering, including brokerage commissions.

          Pursuant to the terms of the Registration Rights Agreement, the
     Company and the Selling Stockholders have agreed to indemnify each
     other and certain other parties for certain liabilities, including
     liabilities under the Securities Act, in connection with the
     registration of the Shares.  In addition, under the Registration
     Rights Agreement, the Company has agreed to indemnify each broker or
     broker-dealer acting on behalf of the Selling Stockholders in
     connection with a distribution of the Shares under this Registration
     Statement, if the Selling Stockholders so notify the Company in
     writing (which notice shall identify the broker or broker-dealer and
     contain a representation that such broker or broker-dealer has
     received a copy of the Registration Rights Agreement), provided that,
     (i) such broker or broker-dealer has used reasonable commercial
     efforts to seek indemnification from the Selling Stockholders prior to
     seeking indemnification from the Company and (ii) such broker or
     broker-dealer has complied with the relevant provisions of the
     Registration Rights Agreement as if such broker or broker-dealer were
     a Selling Stockholder.

                                  LEGAL MATTERS

          The legality of the Shares will be passed upon for the Company by
     Robert Tucker, Corporate Secretary.

<PAGE>

<PAGE>
     

                                     EXPERTS

          The consolidated financial statements of CUC International Inc.
     appearing in the Company's Annual Report (Form 10-K) for the year
     ended January 31, 1995, have been audited by Ernst & Young LLP,
     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 upon 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 periods ended April 30, 1995
     and 1994 and the three and six month periods ended July 31, 1995
     and 1994, incorporated by reference in this Prospectus,
     Ernst & Young LLP 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 quarters ended April
     30, 1995 and July 31, 1995, 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.











































    NYFS01...:\01\39801\0019\1547\PRO6165F.06K
<PAGE>

<PAGE>     

      No dealer, salesperson or
      other individual has been               3,817,425 SHARES
      authorized to give any
      information or to make any
      representation not contained
      in this Prospectus and, if
      given or made, such
      information or
      representation must not be           CUC INTERNATIONAL INC.
      relied upon as having been
      authorized by the Company or
      any Selling Stockholder. 
      This Prospectus does not
      constitute an offer to sell
      or a solicitation of an
      offer to buy the securities
      offered hereby in any
      jurisdiction or to any
      person to whom it is
      unlawful to make such offer
      or solicitation.  Neither
      the delivery of this
      Prospectus nor any sale made              COMMON STOCK
      hereunder shall, under any         ($.01 PAR VALUE PER SHARE)
      circumstances, create any
      implication that the
      information contained herein
      is correct as of any date
      subsequent to the date
      hereof.

                                             ___________________
              _____________
                                                 PROSPECTUS
                                            ____________________
            TABLE OF CONTENTS

   
                              PAGE
                              ----           SEPTEMBER   , 1995
      Available Information .    2                     --
      Incorporation of Certain
      Documents
        By Reference  . . . .    2
      The Company . . . . . .    3
      Recent Developments . .    3
      Use of Proceeds . . . .    3
      Selling Stockholders  .    4
      Plan of Distribution  .    4
      Legal Matters . . . . .    5
      Experts . . . . . . . .    6
    













<PAGE>

<PAGE>

                                     PART II
                                        
                     INFORMATION NOT REQUIRED IN PROSPECTUS

     ITEM 14.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
   

<TABLE>
         <S>                                                       <C>
         Securities and Exchange Commission Registration Fee. .    $38,463.00
         *Accounting Fees and Expenses  . . . . . . . . . . . .    $20,000.00
         *Legal Fees and Expenses   . . . . . . . . . . . . . .    $35,000.00
                                                                   ----------
              Total   . . . . . . . . . . . . . . . . . . . . .    $93,463.00
                                                                   ==========
</TABLE>

    
         The registrant will bear the expenses of the offering made
     hereby, except that the Selling Stockholders will pay their own legal
     expenses (excluding actually incurred fees and disbursements of up to
     $15,000 of one counsel selected by the Selling Stockholders and
     retained to represent both the Company and the Selling Stockholders
     solely in order to review this Registration Statement), which are not
     included above.
             
     ---------
     *Estimated


     ITEM 15.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers a
     Delaware corporation to indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the
     right of the corporation) by reason of the fact that such person is or
     was a director, officer, employee or agent of such corporation or is
     or was serving at the request of such corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise.  The indemnity may include
     expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by such person in
     connection with such action, suit or proceeding, provided that such
     person acted in good faith and in a manner such person reasonably
     believed to be in or not opposed to the best interests of the
     corporation and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe such person's conduct was unlawful. 
     A Delaware corporation may indemnify directors, officers, employees
     and other agents of such corporation in an action by or in the right
     of the corporation under the same conditions, except that no
     indemnification is permitted without judicial approval if the person
     to be indemnified has been adjudged to be liable to the corporation. 
     Where a director, officer, employee or agent of the corporation is
     successful on the merits or otherwise in the defense of any action,
     suit or proceeding referred to above or in defense of any claim, issue
     or matter therein, the corporation must indemnify such person against
     the expenses (including attorneys' fees) which he or she actually and
     reasonably incurred in connection therewith.

         The registrant's By-Laws contains provisions that provide for
     indemnification of officers and directors and their heirs and
     distributees to the full extent permitted by, and in the manner
     permissible under, the General Corporation Law of the State of
     Delaware.

         As permitted by Section 102(b)(7) of the General Corporation Law
     of the State of Delaware, the registrant's Restated Certificate of
     Incorporation, as amended, contains a provision eliminating the
     personal liability of a director to the registrant or its stockholders
     for monetary damages for breach of fiduciary duty as a director,
     subject to certain exceptions.

         Pursuant to the Registration Rights Agreement, the Selling
     Stockholders have agreed to indemnify the Company and its officers,
     directors and controlling persons against certain liabilities.


<PAGE>

<PAGE>
     

         The registrant maintains policies insuring its officers and
     directors against certain civil liabilities, including liabilities
     under the Securities Act.


     ITEM 16.     EXHIBITS

   
          5        Opinion of Robert Tucker as to the legality of the Common
                   Stock to be registered.*
    
         15        Letter re:  Unaudited Interim Financial Information.
   
         23.1      Consent of Robert Tucker (included in Exhibit 5).*
    
   
         23.2      Consent of Ernst & Young LLP.*
    
         24        Power of Attorney (included as part of the Signature Page 
                   of this Registration Statement).
   
     ________________________
     * Previously filed
    

     ITEM 17.     UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         1.   To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to
     include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement;

         2.   That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

         3.   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

         4.   That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
     Act of 1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in this
     Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the initial bona
     fide offering thereof.

         5.   That, for purposes of determining any liability under the
     Securities Act of 1933, the information omitted from the form of
     prospectus filed as part of this Registration Statement in reliance
     upon Rule 430A and contained in a form of Prospectus filed by the
     registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
     Securities Act shall be deemed to be part of this Registration
     Statement as of the time it was declared effective.

         6.   That, for the purposes of determining any liability under the
     Securities Act, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such securities
     at that time shall be deemed to be the initial bona fide offering
     thereof.
    
<PAGE>

<PAGE>
     

         7.   Insofar as indemnification for liabilities arising under the
     Securities Act, may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.
















































<PAGE>

<PAGE>

                                   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-3 and has duly
     caused this Amendment to the Registration Statement to be signed on
     its behalf by the undersigned, thereunto duly authorized, in the City
     of Stamford, State of Connecticut, on this 5th of September, 1995.
    
                              CUC INTERNATIONAL INC.

   
                              By:  /s/ E. Kirk Shelton                     
                                 ------------------------------------------
                                 E. Kirk Shelton
                                 President and Chief Operating Officer
    
   
     Pursuant to the requirements of the Securities Act, this Amendment to
     the Registration Statement has been signed below by the following
     persons in the capacities and on the dates indicated.
    
   

<TABLE>
<CAPTION>
      Signature                   Title                     Date
      ---------                   -----                     ----
      <S>                         <S>                      <C>
           *                      Chief Executive Officer   September 5, 1995
      ------------------------    and Chairman of the       
      Walter A. Forbes            Board (Principal
                                  Executive Officer)

           *                      Senior Vice President     September 5, 1995
      ------------------------    and Chief Financial        
      Cosmo Corigliano            Officer (Principal
                                  Financial and
                                  Accounting Officer)

           *                      Director                  September 5, 1995
      ------------------------                       
      Bartlett Burnap

                                  Director                   
      ------------------------
      T. Barnes Donnelley

           *                      Director                  September 5, 1995
      ------------------------                       
      Stephen A. Greyser

           *                      Director                  September 5, 1995
      ------------------------                       
      Christopher K. McLeod

           *                      Director                  September 5, 1995
      ------------------------                       
      Burton C. Perfit

           *                      Director                  September 5, 1995
      ------------------------                       
      Robert P. Rittereiser

           *                      Director                  September 5, 1995
      ------------------------                       
      Stanley M. Rumbough, Jr.

      /s/ E. Kirk Shelton         Director                  September 5, 1995
      ------------------------
      E. Kirk Shelton


      * By:  /s/ E. Kirk Shelton             
            ---------------------
                 E. Kirk Shelton              
                 Attorney-in-Fact 
</TABLE>

    
<PAGE>

<PAGE>

                                INDEX TO EXHIBITS

                                                            Sequentially
                                                              Numbered
     Exhibit                                                    Page    
     -------                                                ------------
   
     5    Opinion of Robert Tucker as to the legality of the
          Common Stock to be registered.*
    
     15   Letter re:  Unaudited Interim Financial Information.
   
     23.1 Consent of Robert Tucker (included in Exhibit 5).*
    
   
     23.2 Consent of Ernst & Young LLP.*
    
     24   Power of Attorney (included as part of the Signature
          Page of this Registration Statement).
                            
     --------------------
     * Previously filed
    














































<PAGE>
     


                                                                 EXHIBIT 15






               Letter Re: Unaudited Interim Financial Information



     September 5, 1995



     Securities and Exchange Commission
     Washington, D.C. 20549


     We are aware of the incorporation by reference in the Registration
     Statement (Amendment No. 1 to Form S-3) of CUC International Inc. for
     the registration of 3,817,425 shares of its common stock of our
     reports dated May 31, 1995 and August 29, 1995, relating to the
     unaudited condensed consolidated interim financial statements of CUC
     International Inc. which are included in its Forms 10-Q for the
     quarters ended April 30, 1995 and July 31, 1995.

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


                                        ERNST & YOUNG LLP

     Stamford, Connecticut