UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                                
                                
                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                

Date of report (Date of earliest event reported) January 21, 1997

                         CUC International Inc.
          (Exact Name of Registrant as Specified in Charter)


             Delaware               1-10308           06-0918165
(State or Other Jurisdiction      (Commission       (I.R.S. Employer
  of  Incorporation)              File Number)     Identification No.)


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


                             (203)324-9261
            (Registrant's telephone number, including area code)


                            Not applicable
(Former Name or Former Address, if Changed Since Last Report)




ITEM 5.   OTHER EVENTS

      On January 21, 1997, CUC International Inc. (the "Company")
announced  changes in the senior management team of its  software
division, CUC Software.  Robert Davidson, chief executive officer
of  CUC  Software, and Janice Davidson, president of  Davidson  &
Associates, Inc., a subsidiary of the Company, are stepping  down
from their day-to-day responsibilities, while Christopher McLeod,
a  member  of  the office of the president and an executive  vice
president of the Company, will become chief executive officer  of
CUC  Software.   Mr. Davidson will remain a vice chairman  and  a
member  of  the  board  of directors of  the  Company,  and  Mrs.
Davidson  will  continue  to advise the Company,  assist  in  the
management transition and serve on the board of directors of  the
Company.

      The  information  set forth in the press  release  attached
hereto  as Exhibit 99 is incorporated herein by reference in  its
entirety.


ITEM 7.   EXHIBITS

     c.  Exhibits
     
     99.   Press  Release  issued by CUC  International  Inc.  on
           January 21, 1997.
     





                           SIGNATURES



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant had duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.






                           CUC International Inc.
                           (Registrant)





Date: January 22, 1997    By: COSMO CORIGLIANO
                              Cosmo Corigliano - Senior Vice President
                              and Chief Financial Officer
                              (Principal Financial and Accounting
                              Officer)



                          EXHIBIT INDEX

Exhibit No.                                  Page No.

99             Press Release issued by            5
               CUC International Inc. on
               January 21, 1997






                                                                 
                                                                 



                                
            CUC INTERNATIONAL INC.  ANNOUNCES SENIOR
             MANAGEMENT CHANGES IN SOFTWARE DIVISION
                                
                                
                                
     Stamford,  CT  -  January 21, 1997 - CUC International  Inc.

(NYSE: CU) announced today changes in the senior management  team

of  its  software  division.   Robert Davidson,  chief  executive

officer  of  CUC  Software,  and Janice  Davidson,  president  of

Davidson  &  Associates, are stepping down from their  day-to-day

responsibilities  to pursue other interests.  Mr.  Davidson  will

remain a vice chairman and a member of the board of directors  of

CUC  International Inc.  Mrs. Davidson will continue to work with

CUC  in an advisory capacity for educational software development

and will assist in the management transition.  Mrs. Davidson also

remains on CUC's board of directors.

     Christopher McLeod, a member of the office of the  president

and  executive  vice  president of CUC International  Inc.,  will

become  chief  executive officer of CUC Software.   In  this  new

role,  Mr.  McLeod will be responsible for the overall management

of  the  software  division,  which includes  Davidson,  Blizzard

Entertainment, and Sierra On-Line.  In addition to running  CUC's

software   division,  Mr.  McLeod  will  oversee  the  day-to-day

operations of Davidson & Associates.  During his 13 years at CUC,


Mr.   McLeod   has  successfully  held  many  senior   management

positions, including president of CUC's Comp-U-Card division from

1988  to  1995.   Most recently, he has been in charge  of  CUC's

international division, which has experienced rapid growth during

his tenure.

     Working   closely  with  Mr.  McLeod  will  be  the   senior

management  team  of  CUC  Software,  including  Michael  Brochu,

executive vice president of CUC Software and president of  Sierra

On-Line;  Allen Adham, president of Blizzard Entertainment;  Todd

Coyle,  senior  vice  president  of  consumer  products  for  CUC

Software; and Jacques Allewaert, chief financial officer  of  CUC

Software.



     The  company  also announced that Kenneth Williams,  a  vice

chairman  of  CUC International,  a member of the office  of  the

president  and  co-founder  of Sierra On-Line,  will  expand  his

responsibilities  and  will  now  be  actively  involved  in  the

development  of CUC's interactive business.   Mr.  Williams  will

also continue to provide strategic direction for Sierra On-Line.

     Walter  A.  Forbes, chairman and chief executive officer  of

CUC  International, stated, "Bob and Jan Davidson  have  done  an

outstanding   job   building   the   Davidson   educational   and

entertainment  software franchise.  While their perspective  will

be missed on a daily basis, the talented team we have in place is

more than able to take advantage of our many opportunities in the

software  and  interactive marketplace.  We  wish  the  Davidsons

success in their pursuit of other interests."

     Mr.  Forbes  continued, "Our software division continues  to

perform  well,  with  strong  gains  in  market  share  since  we

completed  the acquisitions of Davidson and Sierra  On-Line  last

July.    According  to  the  most  recently  available  PC   Data

statistics,  we  have  the  number one market  position  in  both

educational and entertainment software.  Our leadership  position

reflects  the strength and depth of our management team  and  our

talented software developers."

     The   company  also  stated  that  Mr.  McLeod's  divisional

responsibilities have been reassigned.  Robert Sarkie,  president

of CUC's Entertainment Publications, Inc. subsidiary will broaden

his responsibilities to include Welcome Wagon International, Inc.

and  Getko  Group, Inc. (Getting To Know You).  Anthony Menchaca,

president of the Comp-U-Card division, will assume responsibility

for North American Outdoor Group, Inc.

     CUC  International  Inc.  is  a  leading  technology-driven,

membership-based  consumer services company  that  provides  more

than  63.8  million  consumers  worldwide  with  access  to  home

shopping,    travel,   insurance,   automobile,   dining,    home

improvement,  lifestyle clubs, checking account enhancement,  and

discount  coupon programs.  The company also provides educational

and entertainment interactive media products.

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