As filed with the Securities and Exchange Commission on July 2, 1997
                          
                                             Registration No. 333 - _______


                    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 of Principal Executive Offices)                (Zip Code)

               CUC International Inc. 1997 Stock Option Plan
           CUC International Inc. 1992 Employee Stock Option Plan
 CUC International Inc. 1992 Bonus and Salary Replacement Stock Option Plan
             Individual Option Agreements with Certain Employees
                         (Full Title of the Plans)
                 _______________________________________

                             Cosmo Corigliano
                          CUC INTERNATIONAL INC.
                            707 Summer Street
                       Stamford, Connecticut  06901
                 (Name and Address of Agent for Service)
                                
                              (203) 324-9261
       (Telephone Number, Including Area Code, of Agent for Service)
                _______________________________________

                    CALCULATION OF REGISTRATION FEE


                                 Proposed     Proposed
Title Of                         Maximum      Maximum
Securities    Amount             Offering     Aggregate       Amount Of
To Be         To Be              Price        Offering        Registration
Registered    Registered         Per Share    Price           Fee
___________________________________________________________________________

Common Stock, 30,000,000 shares  $25.46875(1) $764,062,500(1) $231,534.09(1)
$.01 par value 1,600,000 shares  $20.50 (2)   $ 32,800,000(2) $  9,939.39(2)
____________________________________________________________________________
Total         31,600,000 shares               $796,862,500    $241,473.48


(1)  Pursuant to Rule 457(c) under the Securities Act of 1933
     (the "Securities Act"), 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 June 30, 1997.

(2)  Pursuant to Rule 457(h) under the Securities Act, the proposed 
     maximum offering price and the registration fee are based on the 
     exercise price of options outstanding.


                             PART I

          INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The documents containing the information specified in this
Part I will be sent or given to all participants in the CUC
International Inc. 1997 Stock Option Plan (the "1997 Plan"), the
CUC International Inc. 1992 Employee Stock Option Plan (the "1992
Plan"), the CUC International Inc. 1992 Bonus and Salary
Replacement Stock Option Plan (the "Replacement Plan") and the
employee recipients of certain individual option agreements  (the
"Non-Plan Grants"; collectively, with the 1997 Plan, the 1992
Plan and the Replacement Plan, the "Plans"), as specified by Rule
428(b)(1) under the Securities Act.   Such documents are not
filed with the Securities and Exchange Commission (the "Commission") 
either as part of this Registration Statement or as prospectuses or 
prospectus supplements pursuant to Rule 424 under the Securities Act.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of this Registration 
Statement, taken together, constitute a prospectus that meets the 
requirements of Section 10(a) of the Securities Act.

     With respect to the 1992 Plan, the contents of the Registrant's 
earlier registration statements on Form S-8, filed January 10, 1994 
(Registration No. 33-74066), April 27, 1995 (Registration No. 33-91658), 
January 26, 1996 (Registration No.333-00475) and May 7,1996 
(Registration No. 333-03237) are incorporated herein by reference.

     With respect to the Replacement Plan, the contents of the Registrant's 
earlier registration statements on Form S-8, filed March 2, 1993 
(Registration No. 33-58896), April 27, 1995 (Registration No. 33-91656) 
and May 7, 1996 (Registration No. 333-03241) are incorporated herein by 
reference.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by
reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal
     year ended January 31, 1997; and

(b)  The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarter ended April 30, 1997; and

(c)  The Registrant's Current Reports on Form 8-K dated February
     4, 1997, February 13, 1997, February 26, 1997, March 17,
     1997 and May 29, 1997; and

(d)  Description of the Registrant's common stock, par value $.01
     per share ("Common Stock"), contained in the Registrant's
     Registration Statements on Form 8-A, as filed with the
     Commission on July 27, 1984 and August 15, 1989, including
     any amendment or report filed with the Commission for the
     purpose of updating such description.

     All documents and reports subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plans pursuant to 
this Registration Statement.  Mr. Gershowitz is a vice president and 
associate general counsel of the Comp-U-Card Division of the Registrant.  
A copy of this opinion is attached as Exhibit 5 to this Registration 
Statement.  Mr. Gershowitz holds shares of Common Stock and options to 
acquire shares of Common Stock.

Item 6. Indemnification of Directors and Officers

        Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify
any person who was or is a party to 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 attorney's 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 of 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 attorney's fees)
which he or she actually and reasonably incurred in connection
therewith.

       The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted 
by, and in the manner permissible under, the GCL.

       As permitted by Section 102(b)(7) of the GCL, the Registrant's 
Restated Certificate of Incorporation 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.

Item 7. Exemption from Registration Claimed

        No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits

        4.1  CUC International Inc. 1997 Stock Option Plan
             (filed as Exhibit 10.23 to the Registrant's Form 10-Q
             for the period ended April 30, 1997).*
        4.2  Form of Stock Option Contract - 1997 Stock Option
             Plan (filed as Exhibit 10.24 to the Registrant's Form
             10-Q for the period ended April 30,1997).*
        4.3  CUC International Inc.  1992 Employee Stock Option Plan
        4.4  Form of Stock Option Contract -- 1992 Employee Stock
             Option Plan
        4.5  CUC International Inc. 1992 Bonus & Salary Replacement
             Stock Option Plan
        4.6  Form of Stock Option Contract - 1992 Bonus & Salary
             Replacement Stock Option Plan
        4.7  Form of Non-Plan Grant Option Contract with Certain
             Employees
        5.   Opinion of Jeffrey A. Gershowitz, Esq. as to the
             legality of the securities being registered
       15.   Letter re:  Unaudited Interim Financial Information
       23.1  Consent of Ernst & Young LLP
       23.2  Consent of Deloitte & Touche LLP
       23.3  Consent of KPMG Peat Marwick LLP
       23.4  Consent of Price Waterhouse LLP
       23.5  Consent of Jeffrey A. Gershowitz, 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.


Item 9. Undertakings

        a.   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:

                (i)  To include any prospectus required by Section 10(a)(3) 
                     of the Securities Act;

                (ii) To reflect in the prospectus any facts or events 
                     arising after the effective date of this Registration 
                     Statement (or the most recent post-effective amendment
                     hereof) which, individually or in theaggregate, 
                     represent a fundamental change in the information set 
                     forth in this Registration Statement;

               (iii) To include any material information with respect to 
                     the plan of distribution not previously disclosed in 
                     this Registration Statement or any material change
                     to such information in this Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(iii)
                do not apply if the information required to be included in 
                a post-effective amendment by those paragraphs is contained 
                in periodic reports filed by the Registrant pursuant to 
                Section 13 or 15(d) of the Exchange Act that are incorporated
                by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under 
               the Securities Act, 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.

     b.   The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or 
          15(d) of the Exchange Act 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.

     c.   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 Commission such indemnification is against 
          public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final 
          adjudication of such issue.
          

 
                                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 2nd  day  of
July, 1997.

                           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  or
her  true and lawful attorney-in-fact and agent, with full  power
of  substitution and resubstitution, for him or her and in his or
her 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 or she 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.

     Signature                       Title                         Date

/s/ Walter A. Forbes      Chief Executive Officer and          July 2, 1997
Walter A. Forbes           Chairman of the Board (Principal 
                           Executive Officer)

/s/ Cosmo Corigliano      Senior Vice President and Chief      July 2, 1997
Cosmo Corigliano           Financial Officer (Principal  
                           Financial and Accounting Officer)

/s/ Bartlett Burnap              Director                      July 2, 1997
Bartlett Burnap

/s/ T. Barnes Donnelley          Director                      July 2, 1997
T. Barnes Donnelley

/s/ Stephen A. Greyser           Director                      July 2, 1997
Stephen A. Greyser

/s/ Christopher K. McLeod        Director                      July 2, 1997
Christopher K. McLeod

/s/ Burton C. Perfit             Director                      July 2, 1997
Burton C. Perfit

/s/ Robert P. Rittereiser        Director                      July 2, 1997
Robert P. Rittereiser

/s/ Stanley M. Rumbough, Jr.     Director                      July 2, 1997
Stanley M. Rumbough, Jr.

/s/ E. Kirk Shelton              Director                      July 2, 1997
E. Kirk Shelton

/s/ Kenneth A. Williams          Director                      July 2, 1997
Kenneth A. Williams

                         EXHIBIT INDEX


Exhibit Number      Description                                      Page

4.1             CUC International Inc. 1997 Stock Option Plan (filed
                as Exhibit 10.23  to the Registrant's Form 10-Q for 
                the period ended April 30, 1997).*

4.2             Form of Stock Option Contract - 1997 Stock Option
                Plan (filed as Exhibit 10.24 to the Registrant's 
                Form 10-Q for the period ended April 30, 1997).*

4.3             CUC International Inc. 1992 Employee Stock Option Plan

4.4             Form of Stock Option Contract -- 1992 Employee Stock
                Option Plan

4.5             CUC International Inc. 1992 Bonus & Salary Replacement
                Stock Option Plan

4.6             Form of Stock Option Contract -- 1992 Bonus & Salary
                Replacement Stock Option Plan

4.7             Form of Non-Plan Grant Option Contract with Certain
                Employees

5               Opinion of Jeffrey A. Gershowitz, Esq. as to
                legality of the securities being registered

15.             Letter re:  Unaudited Interim Financial Information

23.1            Consent of Ernst & Young LLP

23.2            Consent of Deloitte & Touche LLP

23.3            Consent of KPMG Peat Marwick LLP

23.4            Consent of Price Waterhouse LLP

23.5            Consent of Jeffrey A. Gershowitz, 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.


                                        Exhibit 5




July 2, 1997



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 31,600,000 shares of common stock, par value
$.01  per  share, of the Company ("Common Stock"),  reserved  for
issuance  under  the  Company's  1997  Stock  Option  Plan,  1992
Employee  Stock  Option Plan, 1992 Bonus and  Salary  Replacement
Stock  Option Plan and individual option agreements with  certain
employees (collectively, the "Plans").

In  connection with the foregoing, I have examined,  among  other
things,  the Registration Statement, the Plans, 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  31,600,000 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,

/s/ Jeffrey A. Gershowitz

Jeffrey A. Gershowitz
Vice President and
Associate 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.  1997  Stock  Option  Plan,   the   CUC
International Inc. 1992 Employee Stock Option Plan, the  CUC
International  Inc. 1992 Bonus and Salary Replacement  Stock
Option  Plan  and  the  Individual  Option  Agreements  with
Certain  Employees of our report dated March 10, 1997,  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,  1997,
filed with the Securities and Exchange Commission.



                                   ERNST & YOUNG LLP

Stamford, Connecticut
July 2, 1997











                                                  EXHIBIT 15




CUC INTERNATIONAL INC. AND SUBSIDIARIES

EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
                              
July 2, 1997

Shareholders and Board of Directors
CUC International Inc.

We  are  aware  of  the incorporation by  reference  in  the
Registration Statement (Form S-8) of CUC International  Inc.
for  the  registration of 31,600,000 shares  of  its  common
stock  of  our  report dated June 13, 1997 relating  to  the
unaudited    condensed   consolidated   interim    financial
statements  of CUC International Inc. that are  included  in
its  Quarterly  Report on Form 10-Q for  the  quarter  ended
April 30, 1997.

Pursuant to Rule 436(c) of the Securities Act of 1933, our
report is 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










EXHIBIT 23.2





INDEPENDENT AUDITORS' CONSENT



We  consent  to  the  incorporation  by  reference  in  this
Registration Statement of CUC International Inc. on Form S-8
of   our  report  dated  June  24,  1996  relating  to   the
consolidated  balance  sheet of  Sierra  On-Line,  Inc.  and
subsidiaries  for  the year ended March  31,  1996  and  the
consolidated   statements  of  earnings,  cash   flows   and
stockholders' equity for the two years ended March 31,  1996
(not presently presented separately therein).



Deloitte & Touche LLP

Seattle, Washington
June 30, 1997









EXHIBIT 23.3




               Consent of Independent Auditors



The Board of Directors
Davidson & Associates, Inc.

We  consent to the use of our report incorporated herein  by
reference with respect to the consolidated balance sheet  of
Davidson  & Associates, Inc. and subsidiaries as of December
31,   1995  and  the  related  consolidated  statements   of
earnings,  shareholders' equity, and cash flows and  related
schedule for each of the years in the two-year period  ended
December 31, 1995.



                                       KPMG Peat Marwick LLP

Long Beach, California
June 30, 1997













EXHIBIT 23.4





We  hereby consent to the incorporation by reference in  the
Registration Statement on Form S-8 of CUC International Inc.
of  our  report  dated  February 2, 1996,  relating  to  the
consolidated  financial statements  of  Ideon  Group,  Inc.,
which  appears  in the Current Report on Form  10-K  of  CUC
International  Inc. filed with the Securities  and  Exchange
Commission on or about May 1, 1997.




PRICE WATERHOUSE LLP
Tampa, Florida
June 30, 1997

   
                                                     EXHIBIT 4.3

                AS AMENDED THROUGH JUNE 11, 1997
                                
                 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 Subsidiaries, as defined in
     Paragraph 16, 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").  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 thirty-seven
     million seven hundred eighty-seven thousand five hundred
     (37,787,500) 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 canceled 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
     two members of the Board of Directors, each of whom shall be
     a Non-Employee Director of the Company within the meaning of
     Rule 16b-3 or its successors under the 1934 Act.  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.

     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) pursuant to a "cashless" broker assisted exercise
     whereby an exercise facilitator selected by the Company
     makes payment to the Company in cash, or (iii) any other
     method which the Committee may approve.

     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.  With respect to persons subject to
     Section 16 of the 1934 Act, the Company reserves the right
     to defer distribution of share certificates issuable upon
     exercise of an option by such person until at least six (6)
     months have elapsed from the date of grant of the option.
     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.  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, unless otherwise permitted by the
     Committee, but in no event after the expiration of the term
     of the option.  Options granted to an 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 its Subsidiaries, or a
     Constituent Corporation, as defined in Paragraph 16, unless
     the Committee otherwise permits.

     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.  TRANSFERABILITY OF OPTIONS.  Options granted under the Plan
     shall be transferable by the optionee only pursuant to the
     following methods, and, with respect to incentive stock
     options, only to the extent permitted under the Code for
     options to qualify as incentive stock options:  by will or
     the laws of descent and distribution; pursuant to a domestic
     relations order, as defined in the Code or Title I of the
     Employee Retirement Income Security Act, or the rules
     thereunder; or as a gift to family members of the optionee,
     trusts for the benefit of family members of the optionee or
     charities or other not-for-profit organizations.  Except to
     the extent provided in this Paragraph, Paragraph 9 and
     Paragraph 14, options may not be assigned, transferred,
     pledged, hypothecated or disposed of in any way (whether by
     operation of law or otherwise), shall not be subject to
     execution, attachment or similar process, and may be
     exercised during the lifetime of the holder thereof only by
     such holder.

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 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 of its Subsidiaries  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 and governed by the internal
     laws of the State of Delaware.

19.  COMPLIANCE WITH RULE 16b-3.  With respect to optionees
     subject to Section 16 of the 1934 Act, transactions under
     the Plan are intended to comply with all applicable
     conditions of Rule 16b-3 or its successors under the 1934
     Act.  To the extent any provision of the Plan or action by
     the Committee fails to so comply, it shall be deemed null
     and void, to the extent permitted by law and deemed null and
     void, to the extent permitted by law and deemed advisable by
     the Committee.

                               (3)
                                
                                

                                                      EXHIBIT 4.4

          , 199_


Dear (name):

I  am  pleased to advise you that the Board of Directors  of  CUC
International   Inc.  (the  "Corporation")  on   ________________
authorized  the  granting  to you of a  non-statutory  option  to
purchase  ___________ shares of common stock, $.01 par value,  of
the Corporation (the "Common Stock") at a price of  $_______  per
share (the "Exercise Price"), which the Board believes to be  the
fair  market  value on that date. Your option  has  been  granted
under the Company's 1992 Employee Stock Option Plan (the "Plan").

Terms not defined herein shall have the meaning set forth in  the
Plan.

Your option may be exercised under the following terms:

(a)  This option shall not be transferrable except: by  will  or
     the laws of descent and distribution; pursuant to a domestic
     relations order, as defined in the Internal Revenue Code  of
     1986,  as  amended (the "Code") or Title I of  the  Employee
     Retirement  Security Act or the rules thereunder;  or  as  a
     gift  to your family members, trusts for the benefit of your
     family members or charities or  other not-for-profit
     organizations.

(b)  Subject  to  the provisions of paragraphs (e), (f)  and  (g)
     hereof, this option may be exercisable by you as follows:

     You  may  purchase  ____(%) of the Common  Stock  for  which
     options are herein granted on or after February 1, 199_  and
     an additional ___ (%) on or after each successive February 1.

     Your right to exercise this option shall be cumulative.  The
     Board  of  Directors  of the Corporation  may  at  any  time
     accelerate  the vesting of this option.  This  option  shall
     expire on the tenth anniversary of the date of grant.

(c)  If required by the Corporation, prior to the delivery to you
     of  a certificate or certificates representing the shares of
     Common  Stock  purchased by you upon the  exercise  of  this
     option, you shall have deposited with the Corporation a non-
     disposition letter (restricting disposition by  you  of  the
     shares of Common Stock) in form satisfactory to counsel  for
     the Corporation.

(d)  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  Common Stock, the number and kind 
     of shares subject  to this  option  and  the  Exercise Price shall  
     be  equitably adjusted (including by payment of cash to you) in 
     the discretion  of the committee of the Board of Directors  (the
     "Committee") that administers the Plan in order to  preserve
     the  benefits  or  potential benefits intended  to  be  made
     available  to  you under this option.  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 this option
     is  subject.  No fractional shares of Common Stock shall  be
     reserved or authorized or made subject to this option by any
     such adjustment.

(e)  Notwithstanding  anything herein to  the  contrary,  if  the
     Board  of  Directors of the Corporation or any committee  of
     the  Board  of  Directors, after full consideration  of  the
     facts,  finds  by  majority vote that you  have  engaged  in
     fraud,  embezzlement,  theft, commission  of  a  felony,  or
     dishonesty  in  the  course  of  your  employment   by   the
     Corporation, you shall forfeit all unexercised  options  for
     which   the   Corporation  has  not  yet   delivered   share
     certificates, in each case whether such options are  granted
     by  this letter or otherwise.  The decision of the Board  of
     Directors  of  the  Corporation or such committee  shall  be
     final.

(f)  Subject  to  paragraph (e) hereof, if you die while  in  the
     employ  of  the  Corporation or any  of  its  affiliates  or
     subsidiaries  or  if you die within a period  of  three  (3)
     months  after  your  employment has terminated  or  if  your
     employment  is terminated by reason of permanent  and  total
     disability  (as defined in Section 22(e)(3)  of  the  Code),
     this  option  shall become immediately exercisable  in  full
     and, in the case of your death, your estate shall have  the
     right to  exercise  your  options  hereunder.    You   may
     designate, in writing on forms to be provided to you by  the
     Committee, a beneficiary or beneficiaries to receive all  or
     part of the options upon your death.

(g)  Subject  to  paragraph  (e)  hereof,   in  the  event   your
     employment with the Corporation or any of its affiliates  or
     subsidiaries is terminated for any reason other  than  death
     or  permanent  and total disability (as defined  in  Section
     22(e)(3)  of  the Code), you shall be entitled  to  exercise
     your  options  hereunder, to the extent exercisable  on  the
     date of termination, at any time within four (4) months from
     such  termination, but in no event thereafter or  after  the
     expiration of the term of the option.

(h)  You may pay for shares purchased pursuant hereto as follows:

          (i)   You may pay the Exercise Price per share in  cash
          or check at the time of exercise.

          (ii)  You  may pay the Exercise Price by remitting
          to  the Corporation in cash or by check an amount equal
          to  or greater than the product of (a) the par value of
          the  Corporation's Common Stock and (b) the  number  of
          shares  of  Common  Stock  acquired  pursuant  to   the
          exercise  of  this option (such amount  is  hereinafter
          referred  to as the "Minimum Payment") and by executing
          a  promissory  note for the balance equal  to  (A)  the
          product  of (i) the Exercise Price and (ii) the  number
          of  shares  of  Common Stock acquired pursuant  to  the
          exercise  of  this option less (B) the Minimum  Payment
          (such  balance  is  hereinafter  referred  to  as   the
          "Principal  Amount").  Pursuant to  the  terms  of  the
          promissory note, interest will be charged per  year  at
          the  lowest  interest rate in effect  at  the  time  of
          exercise,  which will prevent any imputation of  income
          under  Sections  483 or 7872 of the Code.   Five  years
          from  the  date of exercise, the Principal Amount  plus
          interest  compounded  annually will  be  due.   In  the
          discretion of the Corporation's Board of Directors, the
          Corporation  may  demand  repayment  of  the  Principal
          Amount plus accrued interest upon a termination of your
          employment   with  the  Corporation  or  any   of   its
          subsidiaries.   With notice of your  exercise  of  your
          option,  you must give notice of your election  to  use
          the   loan   arrangement  described  above.    In   the
          discretion of the Corporation's Board of Directors, you
          may  be  required  to execute a pledge  agreement.  The
          Corporation  will  retain  possession  of  certificates
          representing  shares of Common Stock acquired  pursuant
          to the exercise of this option until the loan is repaid
          in full;

          (iii)     You may arrange for a "cashless" stock option
          exercise  with  the Corporation's exercise  facilitator
          pursuant  to which such exercise facilitator  will  pay
          the  Exercise Price per share in cash or check  at  the
          time of  exercise; or

          (iv)  You  may  pay with any other legal  consideration
          that  may  be acceptable to the Committee in  its  sole
          discretion at the time of exercise.

When  you wish to exercise your stock option in whole or in part,
please  refer to the provisions of this letter and correspond  in
writing with the Secretary of  the Corporation.  This is  not  an
incentive stock option under Section 422A of  the Code.

Very truly yours,


E. Kirk Shelton
President and Chief Operating Officer


                                                     EXHIBIT 4.5

                AS AMENDED THROUGH JUNE 11, 1997
                                
                     CUC INTERNATIONAL INC.
                                
                1992 BONUS AND SALARY REPLACEMENT
                                
                        STOCK OPTION PLAN
                                

1.   PURPOSES OF THE PLAN.   This stock option plan (the "Plan")
     is designed to give key employees, consultants, advisors and
     vendors of CUC International Inc., a Delaware corporation
     (the "Company"), and its present and future Subsidiaries, as
     defined in Paragraph 15, the opportunity to receive stock
     option grants in lieu of certain salary increases and all or
     a portion of their respective bonuses or fees 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 1934
     Act, as hereinafter defined.  The Plan provides for the
     grant of only "non-qualified stock options" governed by
     Section 83 of the Internal Revenue Code of 1986, as amended
     (the "Code").

2.   STOCK SUBJECT TO THE PLAN.   Options may be granted under
     the Plan to purchase in the aggregate not more than
     Seventeen Million Four Hundred Six Thousand Two Hundred
     Fifty (17,406,250) 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
     provisions of Paragraph 12, any shares subject to an option
     which for any reason expires, is canceled 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
     two members of the Board of Directors, each of whom shall be
     a Non-Employee Director of the Company within the meaning of
     Rule 16b-3 or its successors under the 1934 Act.  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.

     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; 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 such 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 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
     purpose 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, consultants,  advisors, or
     vendors of the Company or any of its Subsidiaries and
     covering such number of shares of Common Stock as it may
     determine.  No consultant, advisor, or vendor of the Company
     shall be eligible to receive option grants unless bona fide
     services shall be rendered by such consultant, advisor, or
     vendor and such services are not in connection with the
     offer of sale of securities in a capital raising
     transaction.

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.  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.  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), specifying the number
     of shares as to which such option is being exercised and
     accompanied by payment in full of the aggregate exercise
     price thereof (or the amount due on exercise if the Stock
     Option Contract permits installment payments) (i) in cash or
     by certified check, or (ii) any other method which the
     Committee may approve.

     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 1933 Act or the 1934 Act, as
     hereinafter defined, 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.  With respect to persons subject to Section
     16 of the 1934 Act, the Company reserves the right to defer
     distribution of share certificates issuable upon exercise of
     an option by such person until at least six months have
     elapsed from the date of grant of the option.  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.
     In no case may a fraction of a share be purchased or issued
     under the Plan.

8.   TERMINATION OF EMPLOYMENT OR ENGAGEMENT.   Any optionee
     whose employment or engagement 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 at the time
     or times provided in the Stock Option Contract and no such
     termination shall cause any forfeiture of such option.

     Nothing in the Plan or in any option granted under the Plan
     shall confer on any individual any right to continue in the
     employ or engagement 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
     individual's employment or engagement 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 or engaged by the Company or any of its
     Subsidiaries or within three months after the termination of
     employment or engagement, or if the optionee's employment or
     engagement has terminated by reason of 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 shall contain such
     terms and conditions not inconsistent herewith as may be
     determined by the Committee, and which may provide, among
     other things, 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 1933 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
     1933 Act.

11.  ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CHANGE OF CONTROL.
     Notwithstanding and other provisions of the Plan, in the
     event of any change in the outstanding Common Stock by
     reason of a stock dividend, recapitalization, merger,
     consolidation, reorganization, split-up, combination or
     exchange of shares or the like, the aggregate number and
     kind of shares subject to each outstanding option and the
     exercise prices shall be appropriately adjusted by the Board
     of Directors, whose determination shall be conclusive.

     In the event of a "change in control," as hereinafter
     defined, options granted under this Plan shall become
     immediately exercisable.  A "change in control" shall be
     deemed to have occurred if (i) a tender offer shall be made
     and consummated for the ownership of 51% or more of the
     outstanding voting securities of the Company, (ii) the
     Company shall be merger or consolidated with another
     corporation and as a result of such merger or consolidation
     less than 60% of the outstanding voting securities of the
     surviving or resulting corporation shall be owned in the
     aggregate by the former shareholders of the Company, other
     than affiliates (within the meaning of the 1934 Act) of any
     party to such merger or consolidation, as the same shall
     have existed immediately prior to such merger or
     consolidation, (iii) the Company shall sell substantially
     all of its assets to another corporation which is not a
     wholly owned subsidiary, or (iv) a person within the meaning
     of Section 3(a)(9) or of Section 13 (d) (3) (as in effect on
     the date hereof) of the 1934 Act, shall acquire 40% or more
     of the outstanding voting securities of the Company (whether
     directly, indirectly, beneficially or of record).  For
     purposes hereof, ownership of voting securities shall take
     into account and shall include ownership as determined by
     applying the provisions of Rule 13d-3(d) (1) (i) (as in
     effect on the date hereof) pursuant to the 1934 Act.

12.  AMENDMENTS AND TERMINATION OF THE PLAN.  The Plan was
     adopted by the Board of Directors on January 20, 1992.  No
     options may be granted under the Plan after December 31,
     2001.  The Board of Directors, without 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, to 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.  TRANSFERABILITY OF OPTIONS.  Options granted under the Plan
     shall be transferable by the optionee only pursuant to the
     following methods:  by will or the laws of descent and
     distribution; pursuant to a domestic relations order, as
     defined in the Code or Title I of the Employee Retirement
     Income Security Act, or the rules thereunder; or as a gift
     to family members of the optionee, trusts for the benefit of
     family members of the optionee or charities or other not-for-
     profit organizations.  Except to the extent provided in this
     Paragraph and Paragraph 9, options may not be assigned,
     transferred, pledged, hypothecated or disposed of in any way
     (whether by operation of law or otherwise), shall not be
     subject to execution, attachment or similar process, and may
     be exercised during the lifetime of the holder thereof only
     by such holder.

14.  SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN
     CONSTITUENT CORPORATIONS.  Anything in this Plan to the
     contrary notwithstanding, the Board of Directors may,
     without 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.

15.  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 of its Subsidiaries in a
          transaction to which Section 425(a) of the Code
          applies, or any Parent or any Subsidiary of such
          corporation.

          (d)  1933 Act.  The term "1933 Act" shall mean the
          Securities Act of 1933, as amended, and any rules or
          regulations promulgated thereunder.

          (e)  1934 Act.  The term "1934 Act" shall mean the
          Securities Exchange Act of 1934, as amended, and any
          rules or regulations promulgated thereunder.

16.  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 Company's discretion.  In such event, the
     optionee shall be entitled to receive the amount of the
     salary increase and/or bonus such optionee would have been
     entitled to receive if such options were not granted, plus
     interest, which shall be calculated at a rate of six percent
     per annum.

17.  GOVERNING LAW.  The Plan and all rights hereunder shall be
     construed in accordance with and governed by the internal
     laws of the State of Delaware.

18.  COMPLIANCE WITH RULE 16b-3.  With respect to optionees
     subject to Section 16 of the 1934 Act, transactions under
     the Plan are intended to comply with all applicable
     conditions of Rule 16b-3 or its successors under the 1934
     Act.  To the extent any provision of the Plan or action by
     the Committee fails to so comply, it shall be deemed null
     and void, to the extent permitted by law and deemed
     advisable by the Committee.



                                                      EXHIBIT 4.6

          , 199_


Dear (name):

I  am  pleased to advise you that the Board of Directors  of  CUC
International Inc. (the "Corporation") on ________________,  199_
authorized  the  granting  to you of a  non-statutory  option  to
purchase ________ shares of common stock, $.01 par value, of  the
Corporation (the "Common Stock") at a price of $____   per  share
(the  "Exercise Price"), which the Board believes to be the  fair
market  value  on that date.  Your option has been granted  under
the Company's 1992 Bonus and Salary Replacement Stock Option Plan
(the "Plan").

Terms  not  defined herein shall have meaning set  forth  in  the
Plan.

Your option may be exercised under the following terms:

(a)  This option shall not be transferable except: by will or the
     laws  of  descent and distribution; pursuant to  a  domestic
     relations order, as defined in the Internal Revenue Code  of
     1986,  as  amended (the "Code") or Title I of  the  Employee
     Retirement  Security Act or the rules thereunder;  or  as  a
     gift  to your family members, trusts for the benefit of your
     family   members   or  charities  or  other   not-for-profit
     organizations.

(b)  Subject  to the provisions of paragraphs (e), (f),  (g)  and
     (h)  hereof,  this  option  may be  exercisable  by  you  as
     follows:

     You  may purchase _________________ of the Common Stock  for
     which  options  are herein granted on or after  February  1,
     199_   and an additional _______ on or after each successive
     February 1.

     Your right to exercise this option shall be cumulative.  The
     Board  of  Directors  of the Corporation  may  at  any  time
     accelerate  the vesting of this option.  This  option  shall
     expire on the tenth anniversary of the date of grant.

(c)  If required by the Corporation, prior to the delivery to you
     of  a certificate or certificates representing the shares of
     Common  Stock  purchased by you upon the  exercise  of  this
     option, you shall have deposited with the Corporation a non-
     disposition letter (restricting disposition by  you  of  the
     shares of Common Stock) in form satisfactory to counsel  for
     the Corporation.

(d)  In   the   event   of   a  stock  split,   stock   dividend,
     recapitalization,  merger,  consolidation,   reorganization,
     split-up,  combination, or exchange of shares or  the  like,
     the number and kind of shares subject to this option and the
     Exercise Price shall be appropriately adjusted by the  Board
     of  Directors.  The determination of the Board of  Directors
     shall be final.

(e)  Notwithstanding  anything herein to  the  contrary,  if  the
     Board  of  Directors of the Corporation or any committee  of
     the  Board  of  Directors, after full consideration  of  the
     facts,  finds  by  majority vote that you  have  engaged  in
     fraud,  embezzlement,  theft, commission  of  a  felony,  or
     dishonesty  in  the  course  of  your  employment   by   the
     Corporation, you shall forfeit all unexercised  options  for
     which   the   Corporation  has  not  yet   delivered   share
     certificates, in each case whether such options are  granted
     by  this letter or otherwise.  The decision of the Board  of
     Directors  of  the  Corporation or such committee  shall  be
     final.

(f)  Subject  to  paragraph (e) hereof, if you die while  in  the
     employ  or  engagement  of the Corporation  or  any  of  its
     affiliates or subsidiaries or if you die within a period  of
     three  (3)  months after your employment or  engagement  has
     terminated,   or  if  your  employment  or   engagement   is
     terminated  by reason of permanent and total disability  (as
     defined in Section 22(e)(3) of the Code), this option  shall
     become  immediately exercisable in full and, in the case  of
     your  death,  your estate shall have the right  to  exercise
     your options hereunder.

(g)  Subject   to  paragraph  (e)  hereof,  in  the  event   your
     employment or engagement with the Corporation or any of  its
     affiliates  or  subsidiaries is terminated  for  any  reason
     other  than  death  or  permanent and total  disability  (as
     defined  in  Section  22(e)(3) of the Code),  you  shall  be
     entitled  to  exercise  your rights  hereunder  as  if  your
     employment or engagement had not been terminated.

(h)  In  the  event  of  a  "change in control,"  as  hereinafter
     defined,  your options shall become immediately exercisable.
     A  "change  in control" shall be deemed to have occurred  if
     (i)  a  tender offer shall be made and consummated  for  the
     ownership   of  51%  or  more  of  the  outstanding   voting
     securities of the Corporation, (ii) the Corporation shall be
     merged  or consolidated with another corporation  and  as  a
     result of such merger or consolidation less than 60% of  the
     outstanding voting securities of the surviving or  resulting
     corporation  shall be owned in the aggregate by  the  former
     shareholders  of  the  Corporation,  other  than  affiliates
     (within  the meaning of the Securities and Exchange  Act  of
     1934,  as  amended (the "1934 Act")) of any  party  to  such
     merger  or  consolidation, as the same  shall  have  existed
     immediately prior to such merger or consolidation, (iii) the
     Corporation  shall sell substantially all of its  assets  to
     another  corporation which is not a wholly owned subsidiary,
     or  (iv) a person within the meaning of Section 3 (a)(9)  or
     of Section 13(d)(3) (as in effect on the date hereof) of the
     1934  Act,  shall  acquire 40% or more  of  the  outstanding
     voting  securities  of  the Corporation  (whether  directly,
     indirectly,  beneficially  or  of  record).   For   purposes
     hereof,  ownership  of  voting securities  shall  take  into
     account  and  shall  include  ownership  as  determined   by
     applying the provisions of Rule 13d-3(d)(1)(i) (as in effect
     on the date hereof) pursuant to the 1934 Act.

(i)  You  may  pay for shares purchased pursuant hereto (together
     with any withholding taxes due with respect thereto) in cash
     or  by check at the time of exercise or with any other legal
     consideration   that  may  be acceptable  to  the  Board  of
     Directors of the Corporation in its sole discretion  at  the
     time of exercise.

When  you wish to exercise your stock option in whole or in part,
please  refer to the provisions of this letter and correspond  in
writing  with the Secretary of the Corporation.  This is  not  an
incentive  stock  option under Section 422A of  the  Code.   This
option   may   be   subject  to  approval  by  the  Corporation's
stockholders.

Very truly yours,


E. Kirk Shelton
President and Chief Operating Officer

EKS:kg







                                                      EXHIBIT 4.7


May 27, 1997


[Recipient]


Dear [Recipient]:

I  am  pleased  to  advise  you that the  Compensation  Committee
("Committee")  of  the  Board  of  Directors  ("Board")  of   CUC
International  Inc.  (the "Corporation")  has  granted  you  non-
statutory employee options ("Options") to purchase _______ shares
of  common stock, $.01 par value, of the Corporation (the "Common
Stock")  at  a price of $20.50 per share (the "Exercise  Price"),
which  the  Committee believes to be the fair market value  of  a
share of Common Stock on April 18, 1997, the date of grant of the
Options.

Your option may be exercised under the following terms:

(a)  You may purchase all or any part of the shares of the Common
     Stock  for  which  Options are herein granted  (the  "Option
     Shares")  on or after the date of the grant thereof  through
     the  tenth anniversary of the date of grant of such Options,
     April  18, 2007 (the "Expiration Date").  The Options  shall
     terminate  and  may  not be exercised after  the  Expiration
     Date.

(b)  You  may  pay  for  Option Shares purchased pursuant  hereto
     (together  with  any  withholding  taxes  due  with  respect
     thereto) in cash or by check at the time of exercise or with
     any  other legal consideration that may be acceptable to the
     Committee  in  its sole discretion at the time of  exercise.
     Prior  to  any  issuance of Option Shares upon  exercise  of
     Options,  you  must pay or make adequate provision  for  the
     payment   of   any  applicable  federal,  state   or   other
     withholding obligations of the Corporation.

(c)  The  Options shall not be transferable except by will or the
     laws  of  descent and distribution or pursuant to a domestic
     relations order, as defined in the Internal Revenue Code  of
     1986,  as  amended (the "Code") or Title I of  the  Employee
     Retirement  Security  Act  or  the  rules  thereunder.   The
     Options  may  not be sold, pledged, assigned,  hypothecated,
     transferred or disposed of in any manner other than  as  set
     forth  in the preceding sentence.  The terms of this  letter
     will  be  binding  upon your executors,  administrators  and
     successors.

(d)  Notwithstanding  any other provision hereof,  Option  Shares
     shall  not  be  issued  to you unless the  exercise  of  the
     Options and the issuance and delivery of such Option  Shares
     shall  comply  with  all relevant provisions  of  law.   You
     understand  that  the  Option  Shares  have  not  yet   been
     registered under the Securities Act of 1933, as amended (the
     "Act"),  and  must  be  held by you indefinitely  upon  your
     exercise  of  your Options to purchase Option Shares  unless
     and until such Option Shares are registered under the Act or
     an  exemption  from  such  registration  is  available  upon
     disposition.   The  Corporation shall use  all  commercially
     reasonable efforts to file with the Securities and  Exchange
     Commission  within thirty (30) days after the date  of  this
     letter,  a  registration statement on Form S-8  (or  another
     appropriate  form)  in  respect of the  Option  Shares.  You
     acknowledge  that until such a registration  under  the  Act
     becomes  effective, a legend is required on the certificates
     for  the  Option Shares to reflect the fact that the  Option
     Shares have not yet been registered under the Act, and agree
     that such a legend may be placed on the certificates for the
     Option  Shares by the Corporation until such time as counsel
     to the Corporation is of the opinion that such legend may be
     removed.  In addition, if required by the Corporation, prior
     to  the  delivery  to you of a certificate  or  certificates
     representing  the Option Shares purchased by  you  upon  the
     exercise  of  the  Options,  you  shall  deposit  with   the
     Corporation    a    non-disposition   letter    (restricting
     disposition   by   you  of  the  Option  Shares)   in   form
     satisfactory to counsel for the Corporation.

(e)  In   the   event   of   a  stock  split,   stock   dividend,
     recapitalization,  merger,  consolidation,   reorganization,
     split-up,  combination, or exchange of shares or  the  like,
     the number and kind of shares subject to the Options and the
     Exercise Price shall be appropriately adjusted by the  Board
     of  Directors.  The determination of the Board of  Directors
     in this regard shall be final.

(f)  You shall not have any of the rights of a stockholder of the
     Corporation with respect to any Option Shares, including the
     right  to receive dividends or distributions or to  vote  at
     meetings of the stockholders of the Corporation, unless  and
     until  the  Options with respect to such Option  Shares  are
     properly exercised.

(g)  The  Options  are  granted to you in  connection  with  your
     provision of services to the Corporation.  Nothing  in  this
     letter  or otherwise confers upon you any right to  continue
     in  the  employ of the Corporation or any parent, subsidiary
     or  affiliate  of the Corporation or limit in  any  way  the
     right  of  the  Corporation  or any  parent,  subsidiary  or
     affiliate  to terminate your relationship at any time,  with
     or without cause.

(h)  The  exercise  of  the Options and the  disposition  of  the
     Option  Shares will have federal and state tax  consequences
     to  you.   You  should  consult your tax  advisor  prior  to
     exercising any Options or disposing of any Option Shares.

(i)  Any  dispute regarding interpretation of this letter or  the
     terms  of  the  Options  will be submitted  by  you  or  the
     Corporation to the Committee, which will review the  dispute
     at  its next regular meeting.  The resolution of the dispute
     by  the  Committee will be final and binding on you and  the
     Corporation.

(j)  This  letter  and  the Options granted  hereunder  shall  be
     governed by, and construed in accordance with, the  laws  of
     the   State  of  Delaware,  without  giving  effect  to  the
     conflicts of laws principles thereof.

(k)  The Options described herein are not incentive stock options
     under Section 422A of the Code.

When  you  wish to exercise your Options, in whole  or  in  part,
please  refer to the provisions of this letter and correspond  in
writing with the General Counsel of the Corporation.

Very truly yours,


E. Kirk Shelton
President and Chief Operating Officer


I  hereby  acknowledge receipt of this Option  grant  letter.   I
represent  that  I  have  read  and  understand  the  terms   and
provisions contained herein, and accept this grant of Options  to
purchase  ______ shares of Common Stock at an Exercise  Price  of
$20.50  per share with an Expiration Date of April 18,  2007.   I
acknowledge that there may be adverse tax consequences to me upon
exercise of Options or disposition of Option Shares, and  that  I
should   consult  a  tax  advisor  prior  to  such  exercise   or
disposition.


                              _____________________________
                                   [Recipient]

EKS:jag