<PAGE>

 As filed with the Securities and Exchange Commission on October 6, 1995

                                              Registration No. 33-       

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                              
                           -------------------

                                 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  06901
                              (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, Address, Including Zip Code,
     and Telephone Number, Including Area Code, of Agents 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 the effective date of the 
Registration Statement.

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.  [_]

                                        (Cover Page continued on next page)
<PAGE>

<PAGE>


<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE

                                                              Proposed Maximum      Proposed Maximum
                                           Amount to be      Offering Price Per    Aggregate Offering         Amount of
Title of Shares to be Registered            Registered            Unit(1)              Price(1)           Registration Fee
<S>                                        <C>                  <C>                   <C>                        <C>
Common Stock, par value $.01 per share      1,498,888             $35.3125             $52,929,482                 $18,252.00
<FN>
(1)     Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities
        Act of 1933.  Based upon the average of the high and low sales prices of the Company's Common Stock as reported by
        the New York Stock Exchange on October 2, 1995.
</TABLE>



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 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
                  PRELIMINARY PROSPECTUS DATED OCTOBER 6, 1995

     PROSPECTUS

                                1,498,888 SHARES
                                -----------------

                             CUC INTERNATIONAL INC.

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

          The 1,498,888 shares (the "Shares") of common stock, $.01 par
     value per share ("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 in connection with the
     merger of Fresh Air Acquisition Corp., a Minnesota corporation and a
     direct, wholly owned subsidiary of the Company ("Merger Sub"), with
     and into North American Outdoor Group, Inc., a Minnesota corporation
     ("NAOG"), pursuant to the Agreement and Plan of Merger, dated August
     17, 1995, as amended on September 1, 1995, by and among the Company,
     Merger Sub and NAOG (the "Merger Agreement").  The Company is
     registering the Shares as required by an Investment and Registration
     Rights Agreement, dated September 18, 1995, by and among the Company
     and the former NAOG stockholders (the "Registration Rights
     Agreement").  The Company will not receive any of the proceeds from
     the sale of the Shares by the Selling Stockholders, but has agreed to
     bear all the 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 October 5, 1995, the last reported sale price of
     Common Stock on the New York Stock Exchange was $35-1/8 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          , 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;

        (iv)   The Company's Current Report on Form 8-K filed on September
               5, 1995; and

         (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.

          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 38 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 September 1995, the Company effected a merger of Merger Sub
     and NAOG (the "Merger") pursuant to the Merger Agreement.  The
     acquisition was accounted for as a pooling-of-interests.  NAOG owns
     one of the largest private, for-profit hunting and general interest
     fishing membership organizations in America, the North American
     Hunting Club and the North American Fishing Club.  In addition, NAOG
     owns a third club, the Handyman Club of America.  The Company believes
     that the Merger enhances the Company's overall competitiveness by
     making available to it new products and new product lines.

                                 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.

















     NYFS01...:\01\39801\0018\1547\PRO9285S.09A

<PAGE>


<PAGE>
     


                              SELLING STOCKHOLDERS

          The Selling Stockholders are former NAOG shareholders.  The
     Shares were acquired by the Selling Stockholders in connection with
     the Merger.  The following table provides the names and the number of
     shares of Common Stock owned by each Selling Stockholder.  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>
               Steven F. Burke                      263,668
               Kathleen M. Burke                    144,884
               John J. Burke                        181,728
               Nova J. Burke                         57,709
               Thomas S. Burke                      158,798
               Thomas S. and Kathryn J. Burke CRUT   26,565
               Lawrence G. Burke                     66,020
               Valerie M. Burke                      66,022
               James R. Burke, Ph.D.                113,540
               James R. Burke Two-Life CRUT          28,336
               Linda M. Burke                        93,815
               Linda M. Burke CRUT                    8,855
               Nancy A. Ekenberg                     72,260
               Elizabeth A. Burke Trust              27,610
               Michael S. Burke Trust                27,610
               Thomas J. Burke Trust                 27,610
               Kathleen M. Burke Trust               26,264
               Susan E. Burke Trust                  24,493
               Paul S. Burke, Jr.                     9,389
               Paul S. Burke CRUT                     8,855
               James R. Perdiew                      18,819
               Mark A. LaBarbera                     12,740
               Ramona J. Lindbom                     10,967
               Alonzo B. Seran                        6,763
               Russell M. Nolan                       4,520
               Jacqueline C. Burke Trust              2,762
               Paul Stanley Burke, III Trust          2,762
               Madeline Anne Burke Trust              2,762
               David Burke Trust                      2,762
                                                    -------
                    TOTAL                         1,498,888
</TABLE>


          Two of the Selling Stockholders, Steven F. Burke and John J.
     Burke, have entered into employment agreements with NAOG, each dated
     as of August 17, 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 
<PAGE>

<PAGE>

     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 registration.

          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 for a period commencing on the effective date of the
     Registration Statement and terminating twenty-four months after the
     Registration Statement is filed with the Commission.

          The Company will not receive any of the proceeds from the sale of
     the Shares by the Selling Stockholders.  The Company will bear all of
     the costs of registering the Shares under the Securities Act.

          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.

                                  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 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
     Section 7 and 11 of the Securities Act.















































<PAGE>

<PAGE>
     



      No dealer, salesperson or other
      individual has been authorized to               1,498,888 SHARES
      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 relied
      upon as having been authorized by
      the Company or any Selling                   CUC INTERNATIONAL INC.
      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
      hereunder shall, under any
      circumstances, create any
      implication that the information
      contained herein is correct as of
      any date subsequent to the date                   COMMON STOCK
      hereof.                                    ($.01 PAR VALUE PER SHARE)


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


               TABLE OF CONTENTS

                                                    --------------------
                                    PAGE
                                    ----                 PROSPECTUS
      Available Information . . . .  2             
      Incorporation of Certain                      --------------------
        Documents By Reference  . .  2  
      The Company . . . . . . . . .  3  
      Recent Developments . . . . .  3  
      Use of Proceeds . . . . . . .  3                           , 1995
      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   $18,252.00
    *Accounting Fees and Expenses  . . . . . . . . . . . . $ 7,500.00 
    *Legal Fees and Expenses . . . . . . . . . . . . . . . $10,000.00

          Total  . . . . . . . . . . . . . . . . . . . .   $35,752.00
                                                           ----------
<FN>
          The registrant will bear all of the expenses of the offering
     made hereby.            
     -------
     * Estimated
</TABLE>



     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.

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

<PAGE>


<PAGE>
     

     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).

     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 Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Stamford, State
     of Connecticut, on this 6th day of October, 1995.

                               CUC INTERNATIONAL INC.

                               By:/s/ Walter A. Forbes                     
                                  -------------------------------
                                   Walter A. Forbes
                                   Chief Executive Officer and Chairman of
                                   the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below hereby constitutes and appoints Walter A. Forbes and E.
     Kirk Shelton, and each and either of them, his true and lawful
     attorney-in-fact and agent, with full power of substitution and
     resubstitution, for him and in his name, place and stead, in any and
     all capacities, to sign any and all amendments (including, without
     limitation, post-effective amendments) to this Registration Statement,
     and to file the same, with all exhibits thereto, and other documents
     in connection therewith, with the Securities and Exchange Commission,
     granting unto said attorneys-in-fact and agents, and each of them,
     full power and authority to do and perform each and every act and
     thing requisite and necessary to be done in and about the premises, as
     fully to all intents and purposes as he might or could do in person,
     hereby ratifying and confirming all that said attorneys-in-fact and
     agents or any of them, or their or his substitute or substitutes, may
     lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this
     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>
     /s/ Walter A. Forbes         Chief Executive Officer and Chairman of the            October 6, 1995
     ---------------------------- Board (Principal Executive Officer)
     Walter A. Forbes        

     /s/ Cosmo Corigliano         Senior Vice President and Chief Financial              October 6, 1995
     ---------------------------- Officer (Principal Financial and Accounting Officer)
     Cosmo Corigliano        

     /s/ Bartlett Burnap          Director                                               October 6, 1995
     ----------------------------
     Bartlett Burnap

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

     /s/ Stephen A. Greyser       Director                                               October 6, 1995
     ----------------------------
     Stephen A. Greyser

     /s/ Christopher K. McLeod    Director                                               October 6, 1995
     ----------------------------
     Christopher K. McLeod

     /s/ Burton C. Perfit         Director                                               October 6, 1995
     ----------------------------
     Burton C. Perfit

     /s/ Robert P. Rittereiser    Director                                               October 6, 1995
     ----------------------------
     Robert P. Rittereiser

<PAGE>
     /s/ Stanley M. Rumbough, Jr. Director                                               October 6, 1995
     ----------------------------
     Stanley M. Rumbough, Jr.

     /s/ E. Kirk Shelton          Director                                               October 6, 1995
     ----------------------------
     E. Kirk Shelton

</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). 





















































<PAGE>
                                                              EXHIBIT 5

     
                          ROBERT TUCKER
                        61 Purchase Street
                       Rye, New York  10580
                    


                                 October 5, 1995




     CUC International Inc.
     707 Summer Street
     Stamford, CT  06901

     Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-3 (the
     "Registration Statement"), under the Securities Act of 1933, as
     amended (the "Securities Act"), being filed by CUC International Inc.,
     a Delaware Corporation (the "Company"), with the Securities and
     Exchange Commission (the "Commission"), relating to the registration
     of 1,498,888 shares of the Company's common stock, par value $.01 per
     share (the "Shares"), to be offered and sold by the Selling
     Shareholders described in the Registration Statement.

          We have examined copies of (i) the Registration Statement; (ii)
     the Restated Certificate of Incorporation and By-Laws of the Company,
     each as amended to date; (iii) certain resolutions of the Board of
     Directors of the Company relating to the issuance of the Shares to the
     Selling Shareholders pursuant to the terms of the Agreement and Plan
     of Merger (as described below); and (iv) the Agreement and Plan of
     Merger among CUC International Inc., Fresh Air Acquisition Corp. and
     North American Outdoor Group Inc., dated August 17, 1995 (the
     "Agreement and Plan of Merger").  We have also
 examined originals, or
     photostatic or certified copies, of such records of the Company,
     certificates of officers of the Company and of public officials and
     such other documents as we have deemed relevant and necessary as the
     basis for the opinions set forth below.  In such examinations, we have
     assumed the genuineness of all signatures, the authenticity of all
     documents submitted to us as originals, the conformity to original
     documents of all copies submitted to us as certified, conformed or
     photostatic copies, and the authenticity of all originals of such
     copies.

          Based upon the foregoing, we are of the opinion that the Shares
     are duly authorized, validly issued, fully paid and non-assessable.  

          We hereby consent to the filing of this opinion with the
     Commission as Exhibit 5.1 to the Registration Statement and to

















<PAGE>


<PAGE>
     

     the reference to the undersigned under the caption "Legal Matters" in
     the Registration Statement.

                                   Very truly yours,


                                   /s/ Robert T. Tucker
                                   --------------------------
                                   Robert T. Tucker



































































<PAGE>

                                                                 EXHIBIT 15








               Letter Re:  Unaudited Interim Financial Information



     October 4, 1995



     Securities and Exchange Commission
     Washington, D.C.  20549

     We are aware of the incorporation by reference in the Registration
     Statement (Form S-3) of CUC International Inc. for the registration of
     1,498,888 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 the Securities
     Act of 1933.



     ERNST & YOUNG LLP

     Stamford, Connecticut




















     NYFS01...:\01\39801\0018\1547\EXH0035W.520








<PAGE>
     

                                                               EXHIBIT 23.2



                         Consent of Independent Auditors



     We consent to the reference to our firm under the caption "Experts" in
     the Registration Statement (Form S-3) and related Prospectus of CUC
     International Inc. for the registration of 1,498,888 shares of its
     common stock and to the incorporation by reference therein of our
     report dated March 21, 1995, with respect to the consolidated
     financial statements and schedule of CUC International Inc. included
     in its Annual Report (Form 10-K) for the year ended January 31, 1995,
     filed with the Securities and Exchange Commission.



     ERNST AND YOUNG LLP

     Stamford, Connecticut
     October 4, 1995









































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