As filed with the Securities and Exchange Commission on January
26, 1996.

                             Registration No. 33 - _______

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
               __________________________________
               
                           FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
               __________________________________
               
                     CUC INTERNATIONAL INC.
(Exact name of Registrant as Specified in its Charter)
                                   
  Delaware                                06-0918165
  (State or Other Jurisdiction            (I.R.S.Employer
  of Incorporation or Organization)     Identification No.)

                       707 Summer Street
                  Stamford, Connecticut 06901
(Address, including Zip Code, of Registrant's Principal
Executive Offices)

     CUC International Inc. 1992 Employee Stock Option Plan
                    (Full Title of the Plan)
              __________________________________
                               
                       Cosmo Corigliano
                     CUC INTERNATIONAL INC.
                       707 Summer Street
                     Stamford, CT 06901
                         (203) 324-9261
(Name, Address, including zip code, and Telephone Number, including
A rea Code, of Agent for Service)
                 __________________________________
                                  
                   CALCULATION OF REGISTRATION FEE
                                  
                                  
               Amount of     Proposed     Proposed
Title of       Additional    Maximum      Maximum
Securities     Securities    Offering     Aggregate     Amount of
to be          to be         Price        Offering      Registration
Registered     Registered    Per Share    Price          Fee

Common Stock     3,000,000  $33.875(1)   $101,625,000(1) $35,043.10
$.01 par value

     (1)  Pursuant to Rule 457(c) under the Securities Act of
     1933, as amended, the proposed maximum offering price and
     the registration fee are based on the average of the high
     and low prices per share of the Registrant's Common Stock
     reported on the New York Stock Exchange Composite Tape on
     January 22, 1996.
     
     
     Note:The contents of the Registrant's earlier registration
     statements on Form S-8, filed January 10, 1994, Registration
     No. 33-74066, and April 27, 1995, Registration No. 33-91658,
     with regard to the CUC International Inc. 1992 Employee
     Stock Option Plan, are incorporated herein by reference.
     
Exhibits

4.1       CUC International Inc. 1992 Employee Stock Option Plan

4.2       Form of Stock Option Agreement*


5.        Opinion of Amy N. Lipton, Esq. as to the legality of
          the securities being registered

23.1      Consent of Ernst & Young LLP

23.2      Consent of Amy N. Lipton, Esq. (included in the opinion
          filed as Exhibit 5 hereto)
     
24.       Powers of Attorney of certain officers and directors of
          the Registrant (included on the signature page of this
          Registration Statement)
     
______________________________________

     *    Incorporated by reference to Exhibit 3.2 of the
          Registrant's Registration Statement on Form S-8, filed
          January 10, 1994, Registration No. 33-74066.

                          SIGNATURES
                               
     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on
this 26th day of January, 1996.

                         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 of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

     Signature                Title                     Date

/s/ Walter A. Forbes  Chief Executive Officer   January 26, 1996
Walter A. Forbes      and Chairman of the Board
                      (Principal Executive Officer)

/s/ Cosmo Corigliano  Senior Vice President     January 26, 1996
Cosmo Corigliano      Chief Financial Officer
                      and (Principal Financial
                      and Accounting Officer)

/s/ Bartlett Burnap      Director               January 26, 1996
Bartlett Burnap

/s/ T. Barnes Donnelley     Director           January 26, 1996
T. Barnes Donnelley

/s/ Stephen A Greyser        Director          January 26, 1996
Stephen A. Greyser

/s/ Christopher K. McLeod      Director       January 26, 1996
Christopher K. McLeod

/s/ Burton C. Perfit            Director      January 26, 1996
Burton C. Perfit

Robert P. Rittereiser           Director

/s/ Stanley M. Rumbough, Jr.     Director     January 26, 1996
Stanley M. Rumbough, Jr.

/s/ E. Kirk Shelton             Director      January 26, 1996
E. Kirk Shelton

                          EXHIBIT INDEX
                                
                                
Exhibit Number          Description                  Page

   4.1         CUC International Inc. 1992
               Employee Stock Option Plan             5

    4.2        Form of Stock Option Agreement*

     5         Opinion of Amy N. Lipton, Esq.
               as to legality of the securities
               being registered                       12

     23.1      Consent of Ernst & Young LLP           14

     23.2      Consent of Amy N. Lipton, Esq.
               (included in the opinion filed as
               Exhibit 5 hereto)

     24         Powers of Attorney of certain
                officers and directors of the
                Registrant (included on the
                signature page of this Registration

Statement)______________________________________

     *    Incorporated by reference to Exhibit 3.2 of the Registrant's
     Registration Statement on Form S-8, filed January 10, 1994,
     Registration No. 33-74066.
     








            AS AMENDED THROUGH DECEMBER 13, 1995
                              
                              
               1992 EMPLOYEE STOCK OPTION PLAN
                              
                             OF
                              
                   CUC INTERNATIONAL INC.
                              
                              
     1.       PURPOSES  OF THE PLAN.  This stock option plan
     (the "Plan") is designed to provide an incentive to key
     employees of CUC International Inc., a Delaware
     corporation (the "Company"), and its present and
     future subsidiary  corporations,  as defined  in
     Paragraph 15 ("Subsidiaries"), and to  offer  an
     additional  inducement in obtaining  the  services  of
     such individuals.   No  grant hereunder  shall  be
     made  to  any director, nor to any employee who the
     Company determines  is an  "officer"  within  the
     meaning  of  Section  16  of  the Securities  Exchange
     Act of 1934, as  amended,  (the  "1934 Act"),  as
     hereinafter defined.  The Plan provides  for  the grant
     of "incentive stock options," within the meaning  of
     Section  422A  of  the Internal Revenue  Code  of
     1986,  as amended (the "Code"), and "non-qualified
     stock options."
     
     2.       STOCK SUBJECT TO THE PLAN.  Options may be
     granted under the Plan  to  purchase  in the aggregate
     not more  than  fifteen million five  hundred  twenty-
     five  thousand  (15,525,000) shares  of  Common Stock,
     $.01 par value per share,  of  the Company ("Common
     Stock"),  which  shares  may, in the discretion  of
     the  Board of Directors, consist  either  in whole or
     in part of authorized but unissued
 shares of Common
     Stock or shares of Common Stock held in the treasury of
     the Company.  The Company shall at all times during the
     term  of the Plan reserve and keep available such
     number of shares of Common Stock  as  will  be
     sufficient  to   satisfy the requirements  of  the
     Plan.  Subject to  the  provision  of Paragraph 12, any
     shares subject to an option which for  any reason
     expires, is cancelled or is terminated unexercised as
     to such shares shall again become available for option
     under the Plan.
     
     3.       ADMINISTRATION OF THE PLAN.  The Plan shall be
     administered by a Committee (the "Committee")
     consisting of not less than three members of the Board
     of Directors.  A majority of  the members  shall
     constitute  a quorum,  and  the  acts  of  a majority
     of the members present at any meeting at  which  a
     quorum  is present, and any acts approved in writing by
     all members  without  a  meeting,  shall  be  the  acts
     of  the Committee.  No member of the Committee at the
     time he  is  a member  of  the Committee shall be
     eligible to be  allocated stock  or to receive an
     option or stock appreciation  right (an  "Allocation")
     under the Plan or any other plan  of  the Company  or
     any  Subsidiary, except for  formula  plans  as defined
     in Rule 16b-3(c)(2) or its successors under the 1934
     Act and no individual may serve as a member of the
     Committee if,  within  one  year  prior to the
     commencement  of  such individual's proposed membership
     on the Committee, he  shall have  been eligible to
     receive an Allocation under the  Plan or any other plan
     of the Company or any Subsidiary.
     
          Subject to the express provisions of the Plan, the
     Committee shall  have  the  authority,  in  its  sole
     discretion, to determine  the  individuals who shall
     receive  options;  the times  when  they shall receive
     them; whether  an  incentive and/or  a  non-qualified
     stock option shall be granted;  the number  of shares
     to be subject to each option; the term of each  option;
     the date each option shall become exercisable; whether
     an option shall be exercisable in whole, in part or in
     installments,  and  if in installments,  the  number of
     shares  to  be  subject to each installment; the  date
     each installment  shall become exercisable and the term
     of  each installment;  to  accelerate the date  of
     exercise  of  any installment; whether shares may be
     issued on exercise of an option  as  partly paid, and,
     if so, the dates  when  future installments of the
     exercise price shall become due and  the amounts  of
     each installments; the exercise price; the  form of
     payment  upon exercise; to require that  the
     individual remain  employed in some capacity with the
     Company  or  its Subsidiaries  for a period of time
     from and after  the  date the  option  is  granted  to
     him; the  amount  necessary to satisfy  the  Company's
     withholding obligation; to restrict the  sale or other
     disposition of the shares of Common Stock acquired
     upon the exercise of an option and  to  waive  any such
     restriction;   to  construe  the  respective   option
     agreements  and  the Plan; to prescribe, amend  and
     rescind rules  and  regulations relating to the Plan;
     to  make  all other determinations   necessary   or
     advisable for administering  the  Plan;  and,  with
     the  consent  of  the optionee,  to  cancel  or modify
     an  option,  provided  such option  as modified does
     not violate the terms of the  Plan. The  determinations
     of the Committee on the matters referred to in this
     Paragraph 3 shall be conclusive.
     
          No  member  of  the Committee shall be liable  for
     anything whatsoever in connection with the
     administration of the Plan except  such  member's  own
     willful  misconduct.  Under no circumstances  shall any
     member of the Committee  be  liable for  any  act  or
     omission  of  any  other  member  of  the Committee.
     In the performance of its functions with respect to
     the  Plan, the Committee shall be entitled to rely
     upon information and advice furnished by the Company's
     officers, the  Company's  accountants, the Company's
     counsel and  any other  party the Committee deems
     necessary and no member of the  Committee shall be
     liable for any action taken  or  not taken in reliance
     upon any such advice.
     
     4.   ELIGIBILITY. The  Committee  may,  consistent with
     the purposes  of  the  Plan, grant options from  time
     to  time, within 10 years from the date of adoption of
     the Plan by the Board  of Directors, to key employees
     of the Company or  any of  its  Subsidiaries and
     covering such number of shares of Common  Stock  as it
     may determine; provided, however,  that the aggregate
     market value (determined at the time the stock option
     is  granted)  of the shares for which  any eligible
     person may be granted incentive stock options under the
     Plan or  any other plan of the Company, or of a
     Subsidiary of the Company  which are exercisable for
     the first  time by such optionee during any calendar
     year shall not exceed $100,000. Any  option  (or the
     portion thereof) granted in  excess of such  amount
     shall  be  treated as  a  non-qualified  stock option.
     
     5.   EXERCISE PRICE.  The exercise price of the shares
     of  Common Stock under  each  option  shall  be
     determined by the Committee, but in no event shall such
     purchase price be less than  100% of the fair market
     value of the Common  Stock on the  date of grant;
     provided, however, that if, at the  time an  option  is
     granted, the optionee owns (or is  deemed  to own)
     stock  possessing more than 10% of the total  combined
     voting  power of all classes of stock of the Company
     or  of any  of  its Subsidiaries, the exercise price
     shall  not  be less  than 110% of the fair market value
     of the Common Stock subject  to the option at the time
     of the granting  of  such option.   The fair market
     value of the Common Stock  on  any day  shall  be  (a)
     if the principal market for  the  Common Stock  is  a
     national securities exchange, the closing  sale price
     of the Common Stock on such day as reported  by  such
     exchange  or  on a consolidated tape reflecting
     transactions on such exchange, (b) if the principal
     market for the Common Stock  is not a national
     securities exchange and the  Common Stock  is  quoted
     on the National Association of  Securities Dealers
     Automated Quotations System ("NASDAQ"), and  (i)  if
     the  Common  Stock is quoted on the NASDAQ  National
     Market System,  the closing sale price of the Common
     Stock on  such day, or (ii) if the Common Stock is not
     quoted on the NASDAQ National Market System, the
     average between the highest  bid and the lowest asked
     prices for the Common Stock on such day on  NASDAQ,  or
     (c) if the principal market for  the  Common Stock  is
     not a national securities exchange and the  Common
     Stock  is  not  quoted  on NASDAQ, the average  between
     the highest bid and lowest asked prices for the Common
     Stock  on such   day as  reported  by  National
     Quotation Bureau,Incorporated; provided that if clauses
     (a), (b) and  (c)  of this  Paragraph are all
     inapplicable, or if no  trades  have been  made or no
     quotes are available for such day, the fair market
     value of the Common Stock shall be determined by  the
     Committee   by   any  method  consistent   with
     applicable regulations  adopted by the Treasury
     Department relating  to stock options.  The
     determination of the Committee shall  be conclusive  in
     determining the fair  market  value  of  the stock.
     
     6.   TERM OF OPTION.  The term of each option granted
     pursuant to the  Plan  shall  be  such term as  is
     established  by  the Committee,  in its sole
     discretion, at the time such  option is  granted;
     provided,  however,  that  the  term  of  each
     incentive stock option granted pursuant to the Plan
     shall be for  a  period  not  exceeding 10 years  from
     the  date  of granting  thereof, and further, provided,
     that  if,  at  the time  an option is granted, the
     optionee owns (or is  deemed to own) stock possessing
     more than 10% of the total combined voting power of all
     classes of stock of the Company,  or  of any  of  its
     Subsidiaries, the term of the incentive  stock option
     shall  be  for  a period not exceeding  five  years.
     Options   shall   be  subject  to  earlier  termination
     as hereinafter provided.
     
     7.   EXERCISE  OF  OPTION.  An option (or any part or
     installment thereof) shall be exercised by giving
     written notice to  the Company  at  its  principal
     office (at  present  707  Summer Street,  Stamford,
     Connecticut 06901), stating  whether  an incentive
     stock option or a non-qualified stock  option  is being
     exercised, specifying the number of shares as to which
     such option is being exercised and accompanied by
     payment in full of the aggregate exercise price
     therefor (or the amount due  on  exercise  if  the
     Stock  Option  Contract  permits installment  payments)
     (i) in cash or  by  certified  check, (ii)  with
     previously acquired shares of Common Stock having an
     aggregate  fair market value, on the date  of
     exercise, equal  to the aggregate exercise price of all
     options  being exercised, or (iii) any combination
     thereof.
     
          The Company shall have the right to deduct and
     withhold from any  cash otherwise payable to an
     optionee, or require  that an  optionee  make
     arrangements satisfactory to the  Company for  payment
     of, such amounts as the Company shall determine for
     the  purpose  of satisfying its liability  to  withhold
     Federal,  state  or local income or FICA taxes
     incurred by reason of the grant or exercise of an
     option.  Certificates  representing  the shares
     purchased  shall be issued as promptly as practicable,
     provided that the Company may  postpone issuing
     certificates for such shares for  such time  as  the
     Company,  in its sole  discretion,  may  deem necessary
     or desirable in order to enable it to comply  with any
     requirements of the Securities Act of 1933, as  amended
     ("Securities  Act"), the 1934 Act, any Rules or
     Regulations of  the Securities and Exchange Commission
     promulgated under either  of  the foregoing acts, the
     listing requirements of any  securities exchange on
     which the Company's Common Stock may  now  or hereafter
     be listed, or any applicable laws of any jurisdiction
     relating to the authorization, issuance or sale  of
     securities.  The holder of an option shall not have the
     rights  of  a stockholder with respect  to  the  shares
     covered by his option until the date of issuance of a
     stock certificate to him for such shares; provided,
     however,  that until  such  stock certificate is
     issued, any option  holder using  previously acquired
     shares in payment  of  an  option exercise  price shall
     have the rights of a shareholder  with respect to such
     previously acquired shares.  In no case  may a fraction
     of a share by purchased or issued under the Plan.
     
     8.   TERMINATION  OF  EMPLOYMENT.  Any optionee whose
     employment with  the Company (and its Subsidiaries) has
     terminated  for any   reason  other  than  death  or
     permanent  and   total disability (as defined in
     Section 22(e) (3) of the Code) may exercise  his
     option, to the extent exercisable on the  date of  such
     termination, at any time within four months  after the
     date  of  termination,  but  in  no  event  after  the
     expiration  of the term of the option.  Options
     granted to any  employee  under the Plan shall not be
     affected  by  any changes in the status of an optionee
     so long as he continues to  be employed in some
     capacity with the Company, or any of the Subsidiaries,
     or a Constituent Corporation.
     
     Nothing in the Plan or in any option granted under the
     Plan shall confer on any individual any right to
     continue in  the employ  of  the  Company  or any  of
     its  Subsidiaries, or interfere in any way with the
     right of the Company or any of its  Subsidiaries to
     terminate the employee's employment at any  time for
     any reason whatsoever without liability to the Company
     or any of its Subsidiaries.
     
     9.   DEATH  OR  DISABILITY OF AN OPTIONEE.  If an
     optionee  dies while  he  is  employed  by  the
     Company  or  any  of its Subsidiaries,  or within three
     months after the  termination of  his  employment,  or
     if the optionee's  employment  has terminated by reason
     of a permanent and total disability (as defined  in
     Section 22(e)(3) of the Code), options  granted under
     this Plan shall become immediately exercisable by  his
     executor, administrator or other person at the time
     entitled by law to his rights under the option.
     
     10.  STOCK  OPTION CONTRACTS.  Each option shall be
     evidenced by an  appropriate Stock Option Contract, and
     may contain  such terms  and  conditions not
     inconsistent herewith as  may be determined  by  the
     Committee, and which may provide,  among other things,
     (a) that in the event of the exercise of  such option,
     unless the shares of Common Stock received upon such
     exercise  shall  have  been registered  under  an
     effective registration statement under the Securities
     Act, such shares will  be  acquired for investment and
     not  with  a  view  to distribution thereof, and that
     such shares may not  be  sold except  in compliance
     with the applicable provisions of  the Securities Act,
     and (b) that in the event of any disposition of  the
     shares of Common Stock acquired upon the exercise of an
     incentive stock option within two years from the date
     of grant of the option or one year from the date of
     issuance of such  shares  to  him  (a "Disqualifying
     Disposition")  the optionee  will notify the Company
     thereof in writing  within 30  days after such
     disposition, pay the Company, on demand, in  cash  an
     amount necessary to satisfy its obligation,  if any, to
     withhold any Federal, state or local income taxes or
     other taxes by reason of such Disqualifying Disposition
     and provide the Company, on demand, with such
     information as the Company shall   reasonably  request
     to   determine   such obligation.
     
     11.  ADJUSTMENTS  UPON CHANGES IN COMMON STOCK.  The
     number  and kind  of  shares  reserved for issuance
     hereunder  shall  be equitably  adjusted, in the
     discretion of the Committee,  in the    event    of   a
     stock   split,   stock dividend, recapitalization,
     reorganization,  merger,   consolidation, extraordinary
     dividend,  split-up,  spin-off,  combination, stock
     repurchase,  exchange of shares, warrants  or  rights
     offering  to  purchase stock at a price substantially
     below fair market value or other similar corporate
     event affecting the stock, in order to preserve the
     benefits intended to  be made  available under the
     Plan.  In the event of any of  the foregoing,  the
     number and kind of shares  subject  to  any outstanding
     option granted pursuant to  the  Plan  and  the
     exercise  price  of  any  such  option  shall  be
     equitably adjusted (including by payment of cash to the
     holder of such option)  in  the  discretion of the
     Committee  in  order  to preserve the benefits or
     potential benefits intended  to  be made  available to
     the holder of an option granted  pursuant to  the Plan.
     The determination of the Committee as to what
     adjustments shall be made, and the extent thereof,
     shall  be final.  Unless  otherwise determined by the
     Committee,  such adjustments  shall be subject to the
     same  vesting  schedule and  restrictions to which the
     underlying option is subject. No  fractional shares of
     Company Stock shall be reserved  or authorized or made
     subject to any outstanding option by  any such
     adjustment.
     
     12.  AMENDMENTS  AND  TERMINATION OF  THE  PLAN.   The
     Plan  was adopted  by the Board of Directors on August
     28,  1992.  No options  may  be  granted under the
     Plan  after  the  tenth anniversary  of that date.  The
     Board of Directors,  without further approval of the
     Company's stockholders, may  at  any time suspend or
     terminate the Plan, in whole or in part,  or amend  it
     from time to time in such respects as it may  deem
     advisable,  including,  without limitation,  in  order
     that incentive   stock   options  granted  hereunder
     meet the requirements for "incentive stock options"
     under  the  Code, or  any comparable provisions
     thereafter enacted and conform to any change in
     applicable law or to regulations or rulings of
     administrative agencies.  No termination, suspension
     or amendment  of  the Plan shall, without the  consent
     of  the holder  of  an  existing option affected
     thereby,  adversely affect his rights under such
     option.
     
     13.  NON-TRANSFERABILITY OF OPTIONS.  No option granted
     under the Plan  shall  be transferable otherwise than
     by will  or  the laws  of  descent  and  distribution,
     and  options  may  be exercised,  during the lifetime
     of the holder thereof,  only by  him.  Except  to the
     extent provided  in  Paragraph 9, options   may   not
     be  assigned,  transferred,   pledged, hypothecated or
     disposed of in any way (whether by operation of  law or
     otherwise) and shall not be subject to execution,
     attachment or similar process.
     
     14.  DESIGNATION  OF BENEFICIARY.  The optionee may
     designate in writing  on forms prescribed by and filed
     with the Committee prior to the optionee's death a
     beneficiary or beneficiaries to receive all or part of
     the options to be delivered to the optionee  under this
     Plan in the event of the death  of  the optionee  at
     any time on forms prescribed by and filed  with the
     Committee.  In the event of the optionee's  death,  the
     options to be delivered to the optionee under this Plan
     with respect  to  which a designation of a beneficiary
     has  been made   (to   the  extent  such  designation
     is  valid and enforceable  under applicable law) shall
     be  delivered, in accordance  with the Plan, to the
     designated beneficiary or beneficiaries.  Any options
     to be delivered as  to  which  a designation  has  not
     been made shall be  delivered  to  the optionee's
     estate.  If there is any question as to the legal right
     of  any beneficiary to receive delivery of  the  Plan
     pursuant to the Plan, the options (and shares issuable
     upon the   exercise  thereof)  may  be  delivered  in
     the sole discretion  of the Committee to the estate of
     the  optionee, in  which event neither the Company nor
     any Subsidiary shall have  any further liability to
     anyone with respect  to  such options.
     
     15.  SUBSTITUTIONS   AND  ASSUMPTIONS  OF  OPTIONS   OF
     CERTAIN CONSTITUENT  CORPORATIONS.  Anything in  this
     Plan  to  the contrary  notwithstanding,  the  Board
     of  Directors may, without further approval by the
     stockholders, substitute new options  for prior options
     of a Constituent Corporation  (as defined in Paragraph
     15) or assume the prior options of such Constituent
     Corporation.
     
16.  DEFINITIONS.

     (a)  Subsidiary.  The term "Subsidiary" shall have the
          same  definition as "subsidiary corporation" in
          Section 425(f) of the Code.
          
     (b)  Parent.   The term "Parent" shall have  the  same
          definition as "parent corporation" in Section
          425(e) of the Code.
          
     (c)  Constituent  Corporation.  The term  "Constituent
          Corporation"  shall mean any corporation which
          engages with the Company or any Subsidiary in a
          transaction to which  Section  425(a) of the Code
          applies  (or  would apply  if  the  option assumed
          or substituted  were an incentive   stock
          option),  or  any  Parent   or any Subsidiary of
          such corporation.
     
     17.  STOCKHOLDERS'  APPROVAL.  The Company  has
     determined  that stockholder  approval  is not required
     in  order  to  grant options  under this Plan.  In the
     event that, in the future, the Company determines that
     stockholder approval is required in  order  to  grant
     options under this Plan and  thereafter seeks  such
     approval, if such approval is declined  by  the
     stockholders,  then  any options granted  hereunder
     may be rescinded in whole or in part in the Company's
     discretion.
     
     18.  GOVERNING LAW.  The Plan and all rights hereunder
     shall be construed  in  accordance with an governed by
     the  internal laws of the State of Delaware.
     
     
     






                                                Exhibit 5
January 26, 1996



CUC International Inc.
707 Summer Street
Stamford, CT  06901

     RE:  Registration Statement on Form S-8

Gentlemen and Ladies:

I have examined the Registration Statement on Form S-8 (the
"Registration  Statement") to be filed by CUC International
Inc. (the  "Company") with the Securities and Exchange
Commission in connection with  the registration under the
Securities Act of 1933, as amended, of 3,000,000 additional
shares of common stock, par value $.01 per  share, of the
Company ("Common  Stock"), reserved for issuance under the
Company's 1992  Employee Stock Option Plan (the "Plan").

In  connection with the foregoing, I have examined, among
other things, the Registration Statement, the Plan, and
originals or copies, satisfactory to me, of all such
corporate records and  of all  such agreements, certificates
and other documents as I have deemed relevant and necessary
as a basis for the opinion hereinafter expressed.  In such
examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to
me as originals and the conformity with the original
documents of documents submitted to me as copies.  As to
various facts  material to such opinion, I have, to the
extent relevant facts
  were not independently established by
me, relied  on certificates of public officials and
certificates and oaths and declarations of officers or other
representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion
that:

1.   The Company is a corporation duly organized and validly
    existing under the laws of the State of Delaware; and
                              
2.   The 3,000,000 shares of the Company's Common Stock
being registered pursuant to the Registration Statement,
when issued pursuant to the provisions of the Plan and upon
payment of the purchase price therefor, will be duly
authorized, validly issued, fully paid and non-assessable.

I hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement and to the use of
my name wherever appearing in such Registration Statement,
including any amendment thereto.


Very truly yours,

Amy N. Lipton
Senior Vice President and
General Counsel





                                     Exhibit 23.1

                 Consent of Independent Auditors


We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the CUC
International Inc. 1992 Employee Stock Option Plan and in
the related Prospectus 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 & YOUNG LLP

Stamford, Connecticut
January 26, 1996