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 23, 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 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

      On January 23, 1997, CUC International Inc. (the "Company")
issued  21,296  shares of its common stock, par  value  $.01  per
share  ("Common  Stock"), to 3320201 Canada Inc.,  a  corporation
organized  under  the laws of Canada ("Canadian Shareholder")  in
connection  with the acquisition by a subsidiary of  the  Company
organized under the laws of Canada ("Canadian Sub") of all of the
outstanding  capital  stock  and a  certain  promissory  note  of
Syntony Marketing Inc., a corporation organized under the laws of
the  Province  of  Ontario,  Canada  ("Syntony"),  from  Canadian
Shareholder  and  one  other shareholder of Syntony,  a  Canadian
citizen    (collectively   with   Canadian    Shareholder,    the
"Shareholders").   In connection with this acquisition,  Canadian
Sub  paid  aggregate consideration to the Shareholders consisting
of:   the  shares of Common Stock described above (all  of  which
were  paid  and  delivered  to  the Canadian  Shareholder);  2.75
million Canadian dollars paid at the time of the closing of  this
acquisition;  and  1.5  million  Canadian  dollars,  payable   in
installments  over a three-year period upon the  satisfaction  of
certain conditions.

      This  issuance  of Common Stock was made  pursuant  to  the
exemption from registration under the Securities Act of 1933 (the
"Securities Act") provided by Regulation S promulgated under  and
pursuant to the Securities Act, as this issuance fell within  the
rules  governing offers and sales made outside the United  States
without  registration under the Securities Act as  set  forth  in
Rule 903 of Regulation S.  In particular, this issuance satisfied
the requirements of Rule 903(c)(2) of Regulation S applicable  to
the Company as a reporting issuer, as the issuance was made:   in
an  offshore transaction; without directed selling efforts;  with
offering  restrictions implemented; and to one  person  (Canadian
Shareholder)  who has informed the Company that  is  not  a  U.S.
person  and was not acting for the account or benefit of  a  U.S.
person.




                           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: February 4, 1997    By: COSMO CORIGLIANO
                              Cosmo Corigliano - Senior Vice President
                              and Chief Financial Officer
                              (Principal Financial and Accounting Officer)