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):

                                December 18, 1997

                               CENDANT CORPORATION
              (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE         1-10308         06-0918165
                   ________         _______         __________
                (State or Other   (Commission    (I.R.S. Employer
                Jurisdiction of  File Number)   Identification No.)

              6 SYLVAN WAY, PARSIPPANY, NEW JERSEY       07054
              ________________________________________   ______
              (Address of Principal Executive Offices) (Zip Code)

                                  (973) 428-9700
               (Registrant's Telephone Number, Including Area Code)

                              CUC International Inc.
                                707 Summer Street
                           Stamford, Connecticut 06901
          (Former Name or Former Address, if Changed Since Last Report)

         ITEM 5.   Other Events.

                   On December 18, 1997, CUC International Inc., a Dela-
         ware Corporation (the "Company"), and HFS Incorporated, a Dela-
         ware corporation ("HFS"), issued a joint press release announc-
         ing the completion of the merger ("Merger") of HFS with and
         into the Company, with the Company surviving and changing its
         name to "Cendant Corporation".  A copy of the joint press
         release is attached hereto as Exhibit 99.1 and is incorporated
         herein by reference. 

         ITEM 4.  Changes in Registrant's Certifying Accountant.

                   Ernst & Young LLP has been the independent auditors
         of the Company.  Deloitte & Touche LLP has been the independent
         auditors of HFS.  The two audit firms have been engaged by the
         Company to audit the financial statements of the Company.  A
         successor auditor will be named at a later date.  


         ITEM 7.   Financial Statements, Pro Forma Financial Information
         and Exhibits.

              (c)  Exhibits.

              99.1      Press Release issued by the Company and HFS
                        Incorporated on December 18, 1997

         ITEM 8.  Change in Fiscal Year.

                   In addition, at the effective time of the Merger, the
         Company changed the day on which its fiscal year ends from 
         January 31 to December 31.



                   Pursuant to the requirements of the Securities Ex-
         change Act of 1934, as amended, the registrant has duly caused
         this report to be signed on its behalf by the undersigned here-
         unto duly authorized.

                                       CENDANT CORPORATION

                                       By: /s/ James E. Buckman                
                                            Name:   James E. Buckman
                                            Title:  Senior Executive
                                                    Vice President and
                                                    General Counsel

         Dated:  December 18, 1997


                                  EXHIBIT INDEX

         Exhibit No.                                           Page No.

         99.1                Press Release issued by the 
                             Company and HFS Incorporated on 
                             December 18, 1997


                                                       Exhibit 99.1


               Consumer Brands, Membership Services and Online Commerce
                       Prowess Create a Global Marketing Leader

               Powerful Cross-Marketing and Purchasing Leverage Across
             Business Segments:  Travel, Real Estate, Membership Services
                 Positioned for Strong Revenue and Earnings Growth

                   Stamford, CT and Parsippany, NJ, December 18, 1997 --
         CUC International Inc. and HFS Incorporated today said that
         their previously announced merger has been consummated, of-
         ficially creating Cendant Corporation.  As of today, Cen-
         dant will be listed as "CD" on the New York Stock Exchange.  

                   Henry R. Silverman, President and Chief Executive
         Officer of Cendant, said, "Cendant arrives at the global mar-
         ketplace as the world's premier consumer and business services
         company, with strong growth prospects.  With numerous brands
         and a world-class marketing machine, we offer consumers and
         businesses a value proposition that we believe is unmatched by
         any other company.  We currently have over 73 million member-
         ships, as well as more than 100 million consumer contacts each
         year in our various business segments, enabling us to leverage
         our marketing prowess and purchasing power."  

                   Walter A. Forbes, Chairman of Cendant's Board of Di-
         rectors, stated, "We believe this merger enables us to leverage
         our customer base and marketing expertise to create unparal-
         leled growth opportunities across all lines of business.  Work-
         ing together over the past six months, we have become even more
         excited about the synergies and efficiencies that we can
         achieve as a combined company.  We will continue to be forward
         looking, moving quickly to create opportunities to increase
         revenue and profit growth and enhance shareholder value."  

                   Pursuant to the companies' merger agreement, 2.4031
         shares of CUC International common stock will be exchanged for
         each outstanding share of HFS incorporated common stock in a
         pooling-of-interests transaction.  Cash will be paid in lieu of
         any fractional shares.  CUC will issue approximately 440 mil-
         lion shares of common and common equivalent stock valued at
         about $14 billion.  Cendant Corporation will have approximately
         900 million common shares outstanding on a fully diluted basis.  The 
         market capitalization of Cendant is approximately $29 billion,    
         making it among the 100 largest U.S. corporations, based upon market
         captitalization. The Company, with more than 30,000 employees, 
         operates in over 100 countries and is headquartered in Stamford, 
         CT and Parsippany, NJ.  

                   Based on the pro forma performance of the two compa-
         nies for the CUC fiscal year ended January 31, 1997 and the HFS
         fiscal year ended December 31, 1996, and giving effect to the
         companies' respective acquisitions during these periods,
         Cendant had revenues of approximately $4.5 billion, Earnings
         Before Interest, Taxes, Depreciation and Amortization (EBITDA)
         of $1.3 billion, net income of approximately $600 million and
         earnings per share of $0.70.  Cendant will operate on a calen-
         dar year basis for financial reporting and tax purposes; the
         Company expects to report results for the fourth quarter ended
         December 31, 1997, in early February 1998.  

                   The Company will recognize, in the fourth quarter, a
         one-time restructuring charge related to the Cendant merger of
         approximately $825 million (approximately $560 million after
         tax).  The charge also includes transaction and restructuring
         costs related to the Hebdo Mag International Inc. acquisition.  

                   Cendant's primary business segments include:

                   -    TRAVEL.  Cendant is the leading franchisor of
                        hotels and rental cars worldwide, the premier
                        provider of vacation exchange services and the
                        second largest fleet management company.  Brands
                        include Days Inn (Registered), Howard Johnson
                        (Registered), Ramada (Registered), Avis
                        (Registered) and Resort Condominiums

                   -    REAL ESTATE.  Cendant is the premier franchisor
                        of real estate brokerage offices, a major pro-
                        vider of mortgage services and a global leader
                        in corporate employee relocation.  Brands in-
                        clude CENTURY 21 (Registered), Coldwell Banker
                        (Registered) and ERA (Registered).  

                   -    MEMBERSHIP.  Cendant provides access to travel,
                        shopping, auto, dining, financial and other ser-
                        vices to over 73 million memberships worldwide
                        in more than 20 consumer service programs.  

                   Cendant also has a strong international membership
         base, an international classified advertising business as well
         as a presence in the financial services industry sector.  The
         Company also is a leader in the education and entertainment
         software business.  

                   The Company, in addition to enjoying increased pur-
         chasing power and other efficiencies of scale, is also posi-
         tioned for cross-marketing opportunities as a result of linking
         its brand names, consumer reach, direct marketing expertise and
         global club membership base.  Cendant has an unmatched ability


         to offer products and services to consumers at the precise mo-
         ment they are most predisposed to make those purchases.  

                   The Company also announced that, prior to the merger,
         the Federal Trade Commission accepted for public comment a Con-
         sent Decree related to CUC's divestiture of its timeshare ex-
         change subsidiary, Interval International Inc., and Interval's
         affiliates, and that the divestiture of Interval International
         has been completed as contemplated by the Consent Decree.  

                   Cendant Corporation is a global provider of consumer
         and business services.  The Company operates in three principal
         segments:  Membership, Travel and Real Estate.  In Membership
         Services, Cendant provides access to travel, shopping, auto,
         dining and other services through more than 73 million member-
         ships worldwide.  In Travel Services, the Company is the
         leading franchisor of hotels and rental car agencies worldwide,
         the premier provider of vacation exchange services and the
         second largest fleet management company.  In Real Estate Ser-
         vices, Cendant is the world's premier franchisor of residential
         real estate brokerage offices, a major provider of mortgage
         services to consumers and a global leader in corporate employee
         relocation.  A pioneer in interactive shopping, Cendant is a
         major online commerce facilitator, with more than $1 billion in
         yearly sales through its netMarket (Registered) and other
         interactive services.  

                   This release contains certain forward-looking state-
         ments that involve potential risks and uncertainties.  The com-
         panies' future results could differ materially from those
         discussed herein.  Factor that could cause or contribute to
         such differences include, but are not limited to, changes in
         market conditions, effects of state and federal regulations and
         risks inherent in international operations.  Readers are cau-
         tioned not to place undue reliance on these forward-looking
         statements, which speak only as of today.  The companies under-
         take no obligation to revise or update these forward-looking
         statements to reflect events or circumstances that arise after
         today or to reflect the occurrence of unanticipated events.  


         Investor Contact:

         Laura P. Hamilton
         Senior Vice President, Corporate Communications
         (203) 965-5114

         Press Contact:

         Elliot Bloom,
         Vice President, Public Relations
         (973) 496-8414