<PAGE>
                                
                      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, 1995 
                         COMMISSION FILE NO. 1-11402 

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

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

             339 JEFFERSON ROAD 
            PARSIPPANY, NEW JERSEY                      07054 
   (Address of principal executive office)            (Zip Code) 
</TABLE>

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

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

<TABLE>
<CAPTION>
                                               NAME OF EACH EXCHANGE 
            TITLE OF EACH CLASS                 ON WHICH REGISTERED 
-----------------------------------------  --------------------------- 
<S>                                          <C> 
       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 
</TABLE>

       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, 1996, was 
$4,997,430,777. 

   The number of shares outstanding of each of the Registrant's classes of 
common stock was 102,775,148 shares of Common Stock outstanding as at March 
21, 1996. 

                     DOCUMENTS INCORPORATED BY REFERENCE 

   Certain portions of the Notice of Annual Meeting of Stockholders and Proxy 
Statement dated March 29, 1996 and the Annual Report to Shareholders of the 
Registrant have been incorporated by reference into the following parts of 
this Annual Report on Form 10-K: Part II, Items 5, 6, 7; Part III, Items 
10-13 
<PAGE>
                                   PART II 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

   The consolidated financial statements and the notes thereto, the 
"Independent Auditors' Report" and the Selected Quarterly Consolidated 
Financial Data, which were previously incorporated by reference from pages 16 
through 37 of the Registrant's 1995 Annual Report to Stockholders, are hereby 
amended and restated in their entirety and included on pages F-1 through 
F-21. 

                                2           
<PAGE>
                                   PART III 

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

ITEM 14 (a)(1) FINANCIAL STATEMENTS 

   The financial statements of the Company are included in Part II, Item 8 
hereof. 

ITEM 14 (a)(2) FINANCIAL STATEMENT SCHEDULES 

   Schedule II -- Valuation and Qualifying Accounts 

   HFS Incorporated and subsidiaries for the years ended December 31, 1995, 
1994 and 1993. 

   All other schedules are omitted because they are not required, are not 
applicable or the information is included in the consolidated financial 
statements or notes thereto. 

                                3           
<PAGE>
                      HFS INCORPORATED AND SUBSIDIARIES 
               SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS 
             FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 
                                (IN THOUSANDS) 

<TABLE>
<CAPTION>
                                                              COLUMN C 
                                                    -------------------------- 
                                                                      -(2)- 
                                        COLUMN B--      -(1)-        CHARGED                    COLUMN E-- 
                                        BALANCE AT    CHARGED TO     TO OTHER     COLUMN D--     BALANCE 
                                        BEGINNING     COSTS AND     ACCOUNTS--    DEDUCTIONS      AT END 
        COLUMN A--DESCRIPTION           OF PERIOD      EXPENSES      DESCRIBE      DESCRIBE     OF PERIOD 
------------------------------------  ------------  ------------  ------------  ------------  ------------ 
<S>                                   <C>           <C>           <C>           <C>           <C>
YEAR ENDED DECEMBER 31, 1993 
 Allowance for doubtful accounts: 
  Royalty accounts and notes 
   receivable........................     $6,363        $3,896        $665(1)      $1,484(2)     $ 9,440 
  Marketing and reservation accounts 
   receivable........................      2,808         2,605         243(1)         859(2)       4,797 

YEAR ENDED DECEMBER 31, 1994 
 Allowance for doubtful accounts: 
  Royalty accounts and notes 
   receivable........................      9,440         3,970            --        3,582(2)       9,828 
  Marketing and reservation accounts 
   receivable........................      4,797         2,292            --        3,229(2)       3,860 

YEAR ENDED DECEMBER 31, 1995 
 Allowance for doubtful accounts: 
  Royalty accounts and notes 
   receivable........................      9,828         6,352            --        3,826(2)      12,354 
  Marketing and reservation accounts 
   receivable........................      3,860         3,825            --          827(2)       6,858 
</TABLE>

------------ 
(1)    Allowance for doubtful accounts recorded as a result of the purchase of 
       all the outstanding stock of the company that owned the Super 8 Motel 
       System. 
(2)    Uncollectible accounts written off, net of recoveries. 

                                4           
<PAGE>
ITEM 14(A)(3) EXHIBITS 

   See Exhibit Index commencing on page E-1 of the Registrant's Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995, filed on March 31, 
1996. The following exhibit is by this amendment, added thereto: 

   EXHIBIT 
     NO.     DESCRIPTION 
-----------  ----------------------------------- 
    23.1     CONSENT OF DELOITTE & TOUCHE LLP 


   See Exhibit Index commencing on page E-1 hereof for a listing of exhibits 
previously filed with or incorporated by referecence into the Registrants 
1995 Form 10-K. 

ITEM 14(B) REPORTS ON FORM 8-K. 

   The Company filed a Current Report on Form 8-K dated December 11, 1995 
reporting that on November 30, 1995, the Company and Compleat Resource Group, 
Inc. ("CRG"), a subsidiary of Insignia Financial Group, Inc. ("Insignia"), 
entered into a Purchasing Services Agreement, pursuant to which the Company 
and CRG will jointly develop preferred vendor programs for marketing products 
and services to members of associations established by CRG consisting of 
tenants of the apartment units managed by Insignia and its affiliates, as 
well as properties owned or managed by other property management companies, 
and which may also include other groups of entities with which Insignia or 
its affiliates has relationships. In addition, on November 30, 1995, the 
Company and Insignia entered into a Stock Purchase Agreement pursuant to 
which, on December 6, 1995, the Company purchased 1,000,000 shares of common 
stock of Insignia, at a price of approximately $13.938 per share (after 
adjustment for a two-for-one stock split effected by Insignia in 1996). Such 
common stock is subject to restrictions on transfer while the Purchasing 
Services Agreement remains in effect, after which the Company will have 
certain registration rights pursuant to the Registration Rights Agreement 
dated as of November 30, 1995, between the Company and Insignia. 

                                5           
<PAGE>
                                  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  26, 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            March 26, 1997 
 --------------------------    Executive Officer and Director 
     Henry R. Silverman        (Principal Executive Officer) 

 /s/  Michael P. Monaco      Vice Chairman and Chief Financial       March 26, 1997 
 --------------------------    Officer (Principal Financial 
      Michael P. Monaco        Officer and Principal Accounting 
                               Officer) 

                             Vice Chairman 
 --------------------------    
      Stephen P. Holmes 

                             Vice Chairman, President, Chief          
 --------------------------    Operating Officer and Director 
      John D. Snodgrass 

  /s/ James E. Buckman        Executive Vice President and General    March 26, 1997 
 --------------------------    Counsel and Director 
      James E. Buckman 

                              Director                                 
 -------------------------- 
      Martin L. Edelman 

 /s/ Robert E. Nederlander    Director                                March 26, 1997 
 -------------------------- 
   Robert E. Nederlander 

 /s/ E. John Rosenwald, Jr.   Director                                March 26, 1997 
 -------------------------- 
   E. John Rosenwald, Jr. 

                              Director                                 
 -------------------------- 
      Robert W. Pittman 

 /s/ Leonard Schutzman        Director                                March 26, 1997
 -------------------------- 
      Leonard Schutzman 

 /s/ Robert F. Smith          Director                                March 26, 1997 
 -------------------------- 
       Robert F. Smith 

                              Director                                 
 -------------------------- 
       Christel DeHaan 

</TABLE>