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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                --------------

                                  FORM 10-K/A
       AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934 
                 For the fiscal year ended December 31, 1996 
                         COMMISSION FILE NO. 1-11402 

                                --------------

                               HFS INCORPORATED 
            (Exact name of Registrant as specified in its charter) 

                  DELAWARE                            22-3059335 
         (State or other jurisdiction              (I.R.S. Employer 
      of incorporation or organization)         Identification Number) 

                6 SYLVAN WAY 
            PARSIPPANY, NEW JERSEY                      07054 
   (Address of principal executive office)            (Zip Code) 

                                --------------

                                (201) 428-9700 
             (Registrant's telephone number, including area code) 

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

                                              NAME OF EACH EXCHANGE 
           TITLE OF EACH CLASS                 ON WHICH REGISTERED 
----------------------------------------  --------------------------- 
       Common Stock, Par Value $.01          New York Stock Exchange 
       5 7/8% Senior Notes due 1998          New York Stock Exchange 
 4 1/2% Convertible Senior Notes due 1999    New York Stock Exchange 
 4 3/4% Convertible Senior Notes due 2003    New York Stock Exchange 

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE 

   Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities and Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that 
the Registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days: Yes [X] No [ ] 

   Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ ] 

   The aggregate market value of the Common Stock issued and outstanding and 
held by nonaffiliates of the Registrant, based upon the closing price for the 
Common Stock on the New York Stock Exchange on March 21, 1997, was 
$8,313,021,101. 

   The number of shares outstanding of each of the Registrant's classes of 
common stock was 127,628,756 shares of Common Stock outstanding as at March 
21, 1997. 

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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 

ITEM 14(a)(3) EXHIBITS 

EXHIBIT NO.   DESCRIPTION 
-----------   ----------------------------------------------------------------- 

    27        Financial Data Schedule

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                                  SIGNATURES 

   Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized. 

                                          HFS INCORPORATED 
                                          By: /s/ Henry R. Silverman 
                                              -------------------------
                                              Henry R. Silverman 
                                              Chairman of the Board and 
                                              Chief Executive Officer 
                                              Date: March 31, 1997 

   Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, this report has been signed below by the following 
persons on behalf of the Registrant and in the capacities and on the dates 
indicated. 

<TABLE>
<CAPTION>
 SIGNATURE                     TITLE                                          DATE 
-----------------------------  ---------------------------------------------  ------------------ 
<S>                            <C>                                            <C>
/s/ Henry R. Silverman         Chairman of the Board, Chief Executive         March 31, 1997 
-----------------------------  Officer and Director (Principal Executive 
    Henry R. Silverman         Officer) 

/s/ Michael P. Monaco          Vice Chairman and Chief Financial              March 31, 1997 
-----------------------------  Officer (Principal Financial Officer and   
    Michael P. Monaco          Principal Accounting Officer) 

/s/ Stephen P. Holmes          Vice Chairman and Director                     March 31, 1997 
----------------------------- 
    Stephen P. Holmes 

/s/ John D. Snodgrass          Vice Chairman, President, Chief                March 31, 1997 
-----------------------------  Operating Officer and Director 
    John D. Snodgrass          

/s/ James E. Buckman           Executive Vice President and General           March 31, 1997 
-----------------------------  Counsel and Director 
    James E. Buckman

/s/ Martin L. Edelman          Director                                       March 31, 1997 
----------------------------- 
    Martin L. Edelman 

/s/ Robert E. Nederlander      Director                                       March 31, 1997 
----------------------------- 
    Robert E. Nederlander 

/s/ E. John Rosenwald, Jr.     Director                                       March 31, 1997 
----------------------------- 
    E. John Rosenwald, Jr. 

/s/ Robert W. Pittman          Director                                       March 31, 1997 
----------------------------- 
    Robert W. Pittman 

/s/ Leonard Schutzman          Director                                       March 31, 1997 
----------------------------- 
    Leonard Schutzman 

/s/ Robert F. Smith            Director                                       March 31, 1997 
----------------------------- 
    Robert F. Smith 

/s/Christel DeHaan             Director                                       March 31, 1997 
----------------------------- 
    Christel DeHaam 
</TABLE>