United States
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


[X]    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the quarterly period ended March 31, 2002

                                       OR

[  ]   Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the transition period from
       ____________ to ______________


Commission file number 000-22979

                             Trendwest Resorts, Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Oregon                                 93-1004403
---------------------------------          ------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
           incorporation)

9805 Willows Road
Redmond, Washington                                                     98052
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


(Registrant's telephone number, including area code)            (425) 498-2500


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 Exchange Act of 1934 during
the preceding  twelve 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

The  number  of  shares  of  common  stock  outstanding  on April  19,  2002 was
38,191,266 shares.

                                       1
<PAGE>


PART I - FINANCIAL INFORMATION

Item I - Financial Statements

                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           March 31,            December 31,
                                         Assets                                               2002                  2001
                                                                                      -------------------   -------------------

          <S>                                                                         <C>                    <C>
          Cash                                                                        $       1,340          $        821
          Restricted cash                                                                     9,552                 8,838
          Notes Receivable, net                                                              67,281                53,802
          Accrued interest and other receivables                                             11,319                 8,499
          Residual interest in securitizations, net                                          88,043                95,733
          Inventories                                                                       141,032               134,745
          MountainStar development                                                           73,680                70,382
          Property and equipment, net                                                        43,873                43,798
          Deferred income taxes                                                               2,026                    --
          Other assets                                                                        8,703                10,411
                                                                                      -------------------   -------------------

                          Total assets                                                $     446,849          $    427,029
                                                                                      ===================   ===================

                         Liabilities and Shareholders' Equity

     Liabilities:
          Accounts payable and bank overdraft                                         $       4,251          $      5,582
          Accrued liabilities                                                                38,616                34,265
          Accrued construction in progress                                                   11,611                 7,153
          Due to Parent and Affiliate                                                        11,075                11,653
          Note payable to Parent                                                             13,298                13,298
          Borrowing under bank line of credit                                                71,401                74,318
          Current income taxes payable                                                        9,890                 1,383
          Mortgage payable                                                                   11,592                11,616
          Deferred income taxes                                                                  --                 2,250
                                                                                      -------------------   -------------------

                          Total liabilities                                                 171,734               161,518

     Shareholders' equity:
          Preferred stock, no par value.  Authorized 10,000,000 shares; no
             shares issued or outstanding                                                        --                    --
          Common stock, no par value.  Authorized 90,000,000 shares;
             issued and outstanding 38,185,191 and 38,094,589 shares at

             March 31, 2002 and December 31, 2001, respectively                              58,944                57,917
          Accumulated other comprehensive loss                                                 (939)               (1,454)
          Retained earnings                                                                 217,110               209,048

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


                          Total shareholders' equity                                        275,115               265,511

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

     Commitments and contingencies

                          Total liabilities and shareholders' equity                  $     446,849          $    427,029
                                                                                      ===================   ===================

</Table>

     See accompanying notes to the condensed consolidated financial statements.

                                      2

<PAGE>


                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES

                   Condensed Consolidated Statements of Income

                  (dollars in thousands, except per share data)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                             Three months ended March 31,
                                                                                     -------------------------------------------
                                                                                             2002                   2001
                                                                                     --------------------   --------------------
     <S>                                                                             <C>                    <C>
     Revenues:
          Vacation Credit and Fractional Interest sales, net                          $     105,088          $      92,576
          Finance income                                                                      2,045                  3,424
          Gains on sales of Notes Receivable                                                  4,265                  6,255
          Resort management services                                                          2,024                    980
          Other                                                                               2,246                  1,727
                                                                                     --------------------   --------------------

                       Total revenues                                                       115,668                104,962
                                                                                     --------------------   --------------------

     Costs and operating expenses:

          Vacation Credit and Fractional Interest cost of sales                              27,969                 26,048
          Resort management services                                                            431                    404
          Sales and marketing                                                                51,500                 43,231
          General and administrative                                                         13,995                  9,294
          Provision for doubtful accounts                                                     8,407                  6,751
          Interest                                                                              350                     59

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


                  Total costs and operating expenses                                        102,652                 85,787

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


                  Income before income taxes                                                 13,016                 19,175

     Income tax expense                                                                       4,954                  7,394

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


                  Net income                                                          $       8,062          $      11,781

                                                                                     ====================   ====================



     Basic net income per common share                                                $        0.21          $        0.31

     Diluted net income per common share                                              $        0.21          $        0.31


     Weighted average shares of common stock and dilutive potential common stock
        outstanding:

          Basic                                                                             38,140,914             37,822,644

          Diluted                                                                           39,008,922             38,244,372

</Table>



     See accompanying notes to the condensed consolidated financial statements.

                                       3
<PAGE>

                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES


                 Condensed Consolidated Statements of Cash Flow

                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           Three months ended March 31,
                                                                                     ------------------------------------------
                                                                                            2002                  2001
                                                                                     -------------------   --------------------
     <S>                                                                             <C>                   <C>
     Cash flows from operating activities:

          Net income                                                                  $       8,062          $    11,781
          Adjustments to reconcile net income to net cash (used in) provided by

             operating activities:
             Depreciation and amortization                                                    1,324                  881
             Amortization of residual interest in Notes Receivable sold                       6,284                3,638
             Provision for doubtful accounts and sales returns                               10,528                8,018
             Recoveries of Notes Receivable charged off                                         233                   44
             Residual interest in Notes Receivables securitized                              (5,196)              (7,741)
             Unrealized loss on residual interest in securitizations                          5,534                  616
             Contract servicing liability arising from sale of Notes Receivable                  10                  148
             Amortization of contract servicing liability                                      (666)                (413)
             Change in deferred gross profit                                                    179                  498
             Deferred income tax expense (benefit)                                           (4,227)                  56
             Issuance of Notes Receivable                                                   (90,286)             (77,687)
             Proceeds from sale of Notes Receivable                                          55,556               54,200
             Proceeds from repayment of Notes Receivable and overcollateralized
               component of Notes Receivable securitized                                     27,320               12,137
             Purchase of Notes Receivable from related parties                               (1,058)                  --
             Purchase of Notes Receivable                                                   (14,031)              (5,656)
             Changes in certain assets and liabilities:

                Restricted cash                                                                (714)              (3,892)
                MountainStar development                                                     (3,298)              (3,825)
                Inventories                                                                  (6,095)             (20,911)
                Accounts payable and accrued liabilities                                      8,485                4,426
                Income taxes payable                                                          8,369                5,628
                Refundable income taxes                                                          --                5,688
                Other                                                                        (1,068)                (226)

                                                                                     -------------------   --------------------
             Net cash provided by (used in) operating activities                              5,245              (12,592)
                                                                                     -------------------   --------------------

     Cash flows from investing activities:
          Purchase of property and equipment                                                 (1,080)              (2,422)
                                                                                     -------------------   --------------------
             Net cash used in investing activities                                           (1,080)              (2,422)
                                                                                     -------------------   --------------------

     Cash flows from financing activities:
          Net borrowings (repayments) under bank line of credit and other                    (4,234)              13,401
          Repayments of mortgage payable                                                        (24)                 (10)
          (Decrease) increase in due to Parent and Affiliate                                   (457)                 824
          Proceeds from issuance of common stock                                              1,027                  923
          Repurchase of common stock                                                             --                  (25)
                                                                                     -------------------   --------------------
             Net cash (used in) provided by financing activities                             (3,688)              15,113
                                                                                     -------------------   --------------------

     Net increase in cash                                                                       477                   99

     Effect of foreign currency exchange rates on cash                                           42                  (56)

     Cash at beginning of period                                                                821                  404
                                                                                     -------------------   --------------------

     Cash at end of period                                                            $       1,340          $       447
                                                                                     ===================   ====================

</TABLE>

     See accompanying notes to the condensed consolidated financial statements.

                                       4
<PAGE>

                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES

                  Condensed Consolidated Cash Flow Information
                                   (continued)
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                           Three months ended March 31,
                                                                                    -------------------------------------------
                                                                                          2002                   2001
                                                                                    -----------------   -----------------------
     <S>                                                                            <C>                  <C>
     Supplemental disclosures of cash flow information - cash paid during the
          period for:
             Interest (excluding capitalized amounts of $1,310 and $1,840,
               respectively)                                                          $      --              $          --
             Income taxes, net of refunds received                                         1,036                    (3,261)


</TABLE>


     See accompanying notes to condensed consolidated financial statements.

















                                       5
<PAGE>


                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                             (dollars in thousands)
                                   (Unaudited)

Note 1 - Background


Trendwest  Resorts,  Inc.,  (Company)  markets,  sells  and  finances  timeshare
vacation  ownership  interests  in the form of vacation  credits and  fractional
interests.  The Company also acquires,  develops and manages timeshare  resorts.
The  Company's  resorts  (except  fractional  interests)  are owned and operated
through  WorldMark,  the Club,  (WorldMark)  and  WorldMark  South  Pacific Club
(WorldMark South Pacific) (collectively "the Clubs").  WorldMark is a non-profit
mutual  benefit  corporation  organized  by  Trendwest  in  1989 to  provide  an
innovative,  flexible vacation  ownership  system.  WorldMark South Pacific is a
registered managed investment scheme regulated by the Australian  Securities and
Investments  Commission ("ASIC"). The Company presently sells vacation ownership
interests in the United States,  British Columbia,  Mexico, Fiji, and Australia,
primarily  through off-site sales offices.  Fractional  interests have been sold
on-site at the Depoe Bay resort in Oregon.


These  condensed  consolidated  financial  statements  do  not  include  certain
information and footnotes required by accounting  principles  generally accepted
in the United States of America for complete financial  statements.  However, in
the opinion of  management,  all  adjustments  considered  necessary  for a fair
presentation have been included and are of a normal recurring nature.  Operating
results  for the  three  months  ended  March  31,  2002,  are  not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2002.

These  statements  should  be read in  conjunction  with the  audited  financial
statements and footnotes included in the Company's 2001 Form 10-K filed with the
Securities  and Exchange  Commission  (SEC).  The  accounting  policies  used in
preparing  these  financial  statements are the same as those  described in such
Form 10-K, unless otherwise noted herein.

Note 2 - Merger Agreement with Cendant Corporation

On March 30, 2002, the Company signed a definitive merger agreement with Cendant
Corporation  (Cendant)  whereby  Cendant  will  acquire  all  of  the  Company's
outstanding  common stock held by the Company's public  shareholders.  Under the
terms of the agreement,  the Company's  shareholders  will receive in the merger
between  1.2973  and  1.4861  shares of  Cendant  common  stock per share of the
Company's  common  stock  intended  to  qualify  as a  tax-free  reorganization,
although,  if the transaction failed to qualify,  the merger would be taxable to
Trendwest  shareholders.  The transaction  will be consummated in two steps. The
first step of the transaction, which is the purchase of approximately 91% of the
Company's  outstanding shares from JELD-WEN,  inc.  (Parent),  and certain other
shareholders,  is expected to close by May 1, 2002, if all customary  regulatory
and closing conditions have been satisfied.  The second step of the transaction,
which  is  the  purchase  of the  remaining  approximately  9% of the  Company's
outstanding  shares in exchange for shares of Cendant  common stock on the basis
of an exchange  ratio no less than the ratio in the first step,  will close upon
the  effectiveness  of the  registration  statement  on Form S-4 relating to the
issuance of Cendant  stock to such holders.  Following  the merger,  the Company
will be a  wholly-owned  subsidiary  of  Cendant.  The total  purchase  price is
approximately $900 million.

Immediately  prior to the closing of the stock purchase in the first step of the
transaction,  the Company will transfer the assets  comprising the  MountainStar
development  project to Parent in redemption of approximately 1.8 million of the
shares of the Company's  common stock owned by Parent valued at $24.00 per share
(the  "MountainStar  Redemption").  The purchase price for MountainStar  will be
equal  to the  carrying  value of  MountainStar  on the  Company's  books at the
closing  date  of  the  MountainStar  Redemption,   which  is  estimated  to  be
approximately  $75.5  million  less the sum of the amount of debt on the balance
sheet of  MountainStar  (which we expect will  approximate  $32.4 million on the
date of the MountainStar Redemption) to be assumed by Parent as a consequence of
the MountainStar  Redemption.  The merger agreement provides that if the average
price of Cendant  common  stock is less than $10.00 on the  closing  date of the
merger, then the MountainStar Redemption will be cancelled, Parent and Trendwest

                                       6

<PAGE>

will be  returned  to  their  respective  positions  prior  to the  MountainStar
Redemption,  and the shares that would have been redeemed will be purchased from
Parent by Cendant under the stock purchase agreement at the price per share paid
for  Parent's  other  Trendwest  shares.  The Company has  retained the right to
repurchase  MountainStar  for a period of two  months  after the  closing of the
second  step  of  the  transaction  in  exchange  for  the  net  book  value  of
MountainStar,  payable in shares of  Cendant  common  stock.  In  addition,  the
Company  has  retained   rights  to  develop   timeshare   condominiums  on  the
MountainStar property.

As an inducement to Cendant's  entering into the merger  agreement,  the Company
entered into a Stock Option Agreement (the "Stock Option Agreement").  According
to the Stock Option  Agreement,  the Company granted an option (the "Option") to
Cendant to purchase shares of the Company's  common stock at a purchase price of
$24.00 per share. The number of shares issued upon exercise of the option cannot
exceed  19.9% of the number of shares of the  Company's  common stock issued and
outstanding.  Additionally,  in no event may the  number of shares  issued  upon
exercise of the option cause Cendant to own more than  approximately  91% of the
issued  and  outstanding  shares of the  Company's  common  stock at the date of
exercise.  The Option may be exercised only after Cendant purchases at least 71%
of the  outstanding  shares of the  Company's  common  stock and  expires on the
closing  date of the merger.  This option is intended to ensure that  Cendant is
able to effect the merger without a vote of the Company's  shareholders by means
of the  "short-form"  merger  provisions of Section 60.491 of the Oregon Revised
Statutes.

At the closing of the merger,  each outstanding  stock option,  stock equivalent
right or right to acquire shares of the Company's common stock granted under our
1997 Employee Stock Option Plan, as amended,  whether or not then exercisable or
vested,  which is outstanding and unexercised will become vested immediately and
cease to represent a right to acquire shares of the Company's common stock. Each
option will be  converted  into an option to purchase  common  stock of Cendant,
with the number of shares and exercise  price  adjusted  based on the greater of
the exchange ratios used in step one and two of the merger.

Note 3 - New Accounting Pronouncements

In July 2001, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
141,  Business  Combinations,  and SFAS No. 142,  Goodwill and Other  Intangible
Assets.  SFAS No. 141 requires that all business  combinations  be accounted for
under a single  method,  the purchase  method.  Use of the  pooling-of-interests
method is no longer permitted. SFAS No. 141 requires that the purchase method be
used for  business  combinations  initiated  after June 30,  2001.  SFAS No. 142
requires  that  goodwill and certain  other  intangible  assets with  indefinite
useful  lives no longer be  amortized  to  earnings,  but instead be reviewed at
least on an annual  basis for  impairment.  The  amortization  of  goodwill  and
certain  other  intangible  assets  with  indefinite  useful  lives  ceased upon
adoption of SFAS No. 142,  which  occurred on January 1, 2002.  The  adoption of
these statements had no impact on the Company's financial statements.

In August 2001, the FASB issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations, which is applicable for fiscal years beginning after June 15, 2002.
SFAS No.  143  requires  an  enterprise  to  record  the fair  value of an asset
retirement  obligation  as a liability  in the period in which it incurs a legal
obligation  associated  with the  retirement  of a  tangible  long-lived  asset.
Statement  No.  143 also  requires  the  enterprise  to record the contra to the
initial  obligation  as an  increase  to the  carrying  amount  of  the  related
long-lived asset (i.e., the associated asset retirement costs) and to depreciate
that cost over the remaining  useful life of the asset. The liability is changed
at the end of each  period to  reflect  the  passage  of time  (i.e.,  accretion
expense) and changes in the estimated  future cash flows  underlying the initial
fair value measurement.  The adoption of SFAS No. 143 on January 1, 2002 did not
have a material impact on the Company's financial statements.

In September  2001, the FASB issued SFAS No. 144,  Accounting for the Impairment
or Disposal of Long-Lived Assets, which is applicable for fiscal years beginning
after December 15, 2001.  SFAS No. 144 supersedes  SFAS No. 121,  Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
and portions of APB Opinion 30,  Reporting the Results of  Operations.  SFAS No.
144 provides a single  accounting model for long-lived  assets to be disposed of
and significantly  changes the criteria that would have to be met to classify an
asset  as  held-for-sale.   Classification  as  held-for-sale  is  an  important
distinction since such assets are not depreciated and are stated at the lower of
fair value and  carrying  amount.  SFAS No. 144 also  requires  expected  future
operating losses from  discontinued  operations to be displayed in the period(s)
in which the losses are  incurred,  rather  than as of the

                                       7
<PAGE>

measurement date as presently required.  The adoption of SFAS No. 144 on January
1, 2002 did not have a material impact on the Company's financial statements.

Note 4 - Foreign Currency Translation

Assets  and  liabilities   denominated  in  foreign  functional  currencies  are
translated into U.S. dollars based upon the prevailing  currency  exchange rates
in effect at the balance sheet date,  while revenues and expenses are translated
at average rates prevailing during the period.  Translation gains and losses are
not  included  in the  determination  of net  income  but are  accumulated  in a
separate  component of  shareholders'  equity.  Transaction  gains or losses are
recorded in the results of operations and were insignificant for the three-month
periods ended March 31, 2002 and 2001.


Note 5 - Comprehensive Income

The following  illustrates  the  reconciliation  of net income to  comprehensive
income:

<TABLE>
<CAPTION>
                                                                     Three months ended March 31,
                                                                  ------------------------------------
                                                                       2002                 2001
                                                                  ----------------     ---------------
       <S>                                                        <C>                  <C>

       Net income                                                 $        8,062       $      11,781
       Other comprehensive loss:

            Change in cumulative effect of foreign currency
               translation                                                   535                (955)
            Unrealized derivative losses, net of tax effect                  (20)               (408)
                                                                  ----------------     ---------------

       Comprehensive income                                       $        8,577       $      10,418

                                                                  ================     ===============

</TABLE>

Note 6 - Stock Splits

All share and earnings per share information  contained in this Form 10-Q and in
the  condensed  consolidated  financial  statements  contained  herein have been
adjusted to reflect the 3 for 2 stock splits  declared on both February 21, 2001
and November 8, 2001, as if they were effective for all periods presented.

Note 7 - Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the
current presentation.

Note 8 - Basic and Diluted Net Income Per Common Share

The following illustrates the reconciliation of weighted average shares used for
basic and diluted net income per share:

<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                                  --------------------------------------
                                                                        2002                 2001
                                                                  ------------------   -----------------
       <S>                                                        <C>                  <C>
       Basic
       Basic weighted average shares                                 38,140,914           37,822,644

       Diluted
       Effect of dilutive securities                                    868,008              421,728
                                                                  ------------------   -----------------

       Diluted weighted average shares outstanding                   39,008,922           38,244,372
                                                                  ==================   =================
</TABLE>

Net income available to common shareholders for basic and diluted net income per
share was $8,062 and $11,781 for the three months ended March 31, 2002 and 2001,
respectively.

At March 31, 2002 and 2001,  there were options to purchase 346,500 and 0 shares
of common stock outstanding, respectively, which were antidilutive and therefore
not  included  in the  computation  of diluted  net  income per share.

                                       8
<PAGE>
Note 9 - Inventories

Inventories consist of Vacation Credits and construction in progress as follows:

<TABLE>
<CAPTION>
                                                                          March 31,          December 31,
                                                                             2002                2001
                                                                       -----------------   -------------------
        <S>                                                            <C>                 <C>
        Vacation credits                                               $     16,167        $      35,098
        Construction in progress                                            124,865               99,647
                                                                       -----------------   -------------------

                 Total inventories                                     $    141,032        $     134,745
                                                                       =================   ===================
</TABLE>

Note 10 - Notes Receivable

The following table  summarizes the Company's total Notes  Receivable  portfolio
at:

<TABLE>
<CAPTION>
                                                                          March 31,           December 31,
                                                                             2002                 2001
                                                                       -----------------    ------------------
        <S>                                                            <C>                  <C>

        Total Notes Receivable portfolio                               $    698,765         $    665,871
        Less Notes Receivable securitized                                  (622,477)            (604,202)

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

        Total Notes Receivable                                               76,288               61,669
                                                                       -----------------    ------------------

        Less: Deferred gross profit related to Notes Receivable                (568)                (523)
        Less: Allowance for doubtful accounts and sales returns
           on Notes Receivable                                               (8,439)              (7,344)
                                                                       -----------------    ------------------

        Notes Receivable, net                                          $     67,281         $     53,802
                                                                       =================    ==================

</TABLE>

The activity in the allowance for doubtful accounts and sales returns is as
follows for the three months ended March 31, 2002 and the year ended December
31, 2001:

<TABLE>
<CAPTION>
                                                                             2002                  2001
                                                                       -----------------     -----------------
        <S>                                                            <C>                   <C>
        Allowance for doubtful accounts and sales returns at

            beginning of period                                        $     53,744          $    40,292
        Provision for doubtful accounts and sales returns                    10,528               38,886
        Notes receivable charged-off and sales returns net of

            vacation credits recovered                                       (7,740)             (25,840)
        Recoveries                                                              234                  447
        Effect of foreign currency translation                                   84                  (41)
                                                                       -----------------     -----------------
        Allowance for doubtful accounts and sales returns at end
            of period                                                  $     56,850          $    53,744
                                                                       =================     =================


        Allowance for doubtful accounts and sales returns on
            Notes Receivable                                           $      8,439          $     7,344
        Allowance for doubtful accounts on residual interest in
            Notes Receivable securitized                                     48,411               46,400
                                                                       -----------------     -----------------
                                                                       $     56,850          $    53,744
                                                                       =================     =================
</TABLE>

                                       9

<PAGE>


Note 11 - Residual Interest in Securitizations

The composition of residual interest in securitizations, net is as follows at:

<TABLE>
<CAPTION>
                                                                           March 31            December 31
                                                                             2002                  2001
                                                                       -----------------     -----------------
        <S>                                                            <C>                   <C>

        Gross Notes Receivable securitized                             $    622,477          $    604,202

        Less:  Outstanding securitized borrowings                          (546,569)             (529,283)

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


        Overcollateralization of Notes Receivable securitized                75,908                74,919


        Less:  Allowance for doubtful accounts on Notes
            Receivable securitized                                          (48,411)              (46,400)
        Less:  Deferred gross profit related to Notes Receivable
            securitized                                                      (7,131)               (7,022)
        Add:  Fair value of interest rate differential                       67,677                74,236
                                                                       -----------------     -----------------

        Residual interest in securitizations, net                      $     88,043          $     95,733
                                                                       =================     =================
</TABLE>


During the three months ended March 31, 2002, after performing a normal,  timely
review of its key assumptions,  the Company changed certain  assumptions used to
calculate  gains on sales of notes  receivable  and to measure the fair value of
the interest rate differential. These changes were in response to recent changes
in economic factors and the Company's experience with its own portfolio of notes
receivable  during  the  three  months  ended  March  31,  2002 and  impact  the
prepayment rate, default rate, discount rate, and cost of funds of the Company's
receivables sold to certain special purpose entities.  The Company increased its
weighted  annual  prepayment and default rate to 11.5%,  up from 10.6%,  and its
interest rate  differential cash flow discount rate to 15.5%, up from 13.5%. The
Company  also  increased  its  cost of  funds  assumption  for  the  Receivables
Warehouse  Facility by 150 basis points to a weighted  average  interest rate of
8.0% at March 31,  2002.  These  changes  resulted  in lower  residual  interest
valuations  and a negative  mark-to-market  adjustment  of $5.5  million for the
three months ended March 31, 2002.

Note 12 - Commitments and Contingencies

(a) Purchase Commitments

The Company  routinely enters into cancelable  purchase  agreements with various
parties to acquire and build resort  properties.  At March 31, 2002, the Company
had  outstanding  purchase  commitments of $90,212  related to properties  under
development.

(b) Surety and Performance Bonds

The Company utilizes surety and performance  bonds as part of developing  resort
properties. As of March 31, 2002, there were $3,554 in surety bonds outstanding.

(c) Litigation

The Company is involved in various claims and lawsuits arising from the ordinary
course of business.  Management  believes that outcome of these matters will not
have a material adverse effect on the Company's financial  position,  results of
operations, or liquidity.

Note 13 - Segment Reporting

The Company has two reportable segments:  sales and financing. The sales segment
markets and sells vacation credits and fractional interests. The finance segment
is  primarily   responsible  for  servicing  and  collecting   notes  receivable
originated in  conjunction  with the financing of sales of vacation  credits and
fractional  interest sales.  The finance segment does not include the activities
of the Company's finance  subsidiaries.  Management evaluates the business based
on sales and  marketing  activities,  as these are the  primary  drivers  of the
business.

                                       10
<PAGE>

The accounting  policies of the segments are the same as those  described in the
summary of significant  accounting policies.  The Company evaluates  performance
based on profits  or losses  from sales and  marketing  activities  on a pre-tax
basis. Intersegment revenues are recorded at market rates as if the transactions
occurred with third parties. Assets are not reported by segment.

The following tables summarize the segment activity of the Company:

<TABLE>
<CAPTION>
Three months ended March 31, 2002:                              Sales           Finance            Other           Segment Total
                                                            --------------    ------------     ---------------    ----------------
<S>                                                         <C>               <C>              <C>                <C>
External revenue                                            $     105,088     $     1,448      $       2,024      $      108,560
Interest revenue - net                                                 --             910                 --                 910
Interest revenue-intersegment                                          --           2,282                 --               2,282
Intersegment revenue                                                   --             489                 --                 489
                                                            --------------    ------------     ---------------    ----------------
         Segment revenue                                    $     105,088     $     5,129      $       2,024      $      112,241

Segment profit                                              $      15,101     $     2,637      $       1,593      $       19,331

Significant non-cash items:
Provision for doubtful accounts and sales returns           $      10,528     $        --      $          --      $       10,528

Three months ended March 31, 2001:                              Sales            Finance            Other          Segment Total
                                                            --------------    ------------     -------------    ----------------
External revenue                                            $      92,576     $     1,258      $         980              94,814
Interest revenue - net                                                 --           1,082                 --               1,082
Interest revenue-intersegment                                          --           1,991                 --               1,991
Intersegment revenue                                                   --             305                 --                 305
                                                            --------------    ------------     -------------    ----------------
Segment revenue                                             $      92,576     $     4,636      $         980      $       98,192

Segment profit                                              $      14,301     $     2,895      $         576      $       17,772

Significant non-cash items:
Provision for doubtful accounts and sales returns           $       8,018     $        --      $          --      $        8,018

</TABLE>

The following table provides a reconciliation of segment revenues and profits to
the consolidated amounts:

<TABLE>
<CAPTION>
                                                               Three months ended March
                                                                2002               2001
                                                           ---------------    ---------------
<S>                                                        <C>                <C>
Segment revenue                                            $    112,241       $     98,192
Interest expense reported net of interest income                    350                 74
Elimination of intersegment revenue                              (2,771)            (2,296)
Other subsidiaries revenue                                        5,848              8,992
                                                           ---------------    ---------------
                    Consolidated revenue                   $    115,668       $    104,962
                                                           ===============    ===============

Segment profit                                             $     19,331       $     17,772
Corporate overhead not included in segment reporting             (9,480)            (5,742)

Other subsidiaries profit                                         3,165              7,145
                                                           ---------------    ---------------
                 Consolidated pre-tax income               $     13,016       $     19,175
                                                           ===============    ===============

</TABLE>

The  Company's  revenue from  external  customers  derived from sales within the
United States  totaled  $92,649 and $88,000 for the three months ended March 31,
2002 and 2001, respectively.  Revenue from external customers derived from sales
in all foreign countries,  primarily  Australia,  totaled $12,439 and $4,576 for
the three  months  ended March 31,  2002 and 2001,  respectively.  Revenue  from
external  customers is attributed to countries  based on the location  where the
sale was made.  Substantially all of the Company's long-lived assets are located
within the United States.  The net assets of foreign  operations totaled $13,111
and $9,964 at March 31, 2002 and December 31, 2001, respectively.

                                       11

<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
     of Operations

                              RESULTS OF OPERATIONS

The  statements  below and  other  statements  herein  contain  forward  looking
information  which  include  future  financing   transactions,   acquisition  of
properties,  and our future  prospects  and other  forecasts  and  statements of
expectations.  Actual results may differ  materially from those expressed in any
forward-looking  statement made by us, due among other things, to our ability to
develop or acquire additional resort properties,  find acceptable debt or equity
capital to fund such  development,  as well as other risk factors as outlined in
the "Risk Factors" section of our Form 10-K.

Comparison  of the three months ended March 31, 2002,  to the three months ended
March 31, 2001


We achieved  total  revenues of $115.7  million for the three months ended March
31, 2002,  compared to $105.0 million for the three months ended March 31, 2001,
an increase of 10.2%.  The principal  reason for the overall  improvement  was a
13.5%  increase  in  vacation  credit and  fractional  interest  sales to $105.1
million for the three months ended March 31,  2002,  from $92.6  million for the
three months ended March 31, 2001.  Of the $92.6  million in sales for the three
months ended March 31, 2001,  $5.2  million was related to  fractional  interest
sales.  There were no  fractional  interest  sales  recognized  during the three
months ended March 31, 2002. The increase in vacation credit sales was primarily
the result of an 8.1%  increase  in the number of vacation  credits  sold in the
United States,  to 63.7 million for the three months ended March 31, 2002,  from
58.9 million for the three months  ended March 31, 2001.  In addition,  vacation
credits sold in the South Pacific increased 144.2% to 12.7 million for the three
months ended March 31,  2002,  from 5.2 million for the three months ended March
31, 2001. These increases were largely attributable to continued  improvement in
existing  sales offices,  improved  performance in the new offices opened during
2001, and increased  upgrade sales.  Revenues from upgrade sales increased 19.1%
to $15.6  million for the three months ended March 31, 2002,  from $13.1 million
for the three  months  ended  March 31,  2001.  The  increase  in upgrade  sales
reflects the Club owners' continuing  satisfaction and the ongoing growth in the
owner base.

We opened the following sales office during the first quarter of 2002, which had
no material effect on revenues during the quarter:

                Location                  Opened              On/Off-Site
             ---------------           ------------           -----------

             Sydney 3, NSW*            January 2002            Off-Site

              *Trendwest South Pacific sales office


In the United  States,  the average price per vacation  credit sold increased to
$1.45 per credit for the three months  ended March 31,  2002,  up from $1.41 per
credit for the three months ended March 31, 2001, reflecting the increase in the
selling  price of vacation  credits  for new sales  effective  May 1, 2001.  The
average price per vacation  credit sold in the South Pacific  increased to $0.98
per credit for the three months  ended March 31, 2002,  up from $0.88 per credit
for the three  months  ended March 31,  2001,  reflecting  two  increases in the
selling  price of  vacation  credits for new sales  effective  April 1, 2001 and
September 1, 2001.

For the quarter ended March 31, 2002,  financing  activities (finance income and
gains on sales of notes receivable) generated $6.3 million in revenues, compared
to $9.7 million for the same quarter last year, a 35.1% decrease.  This decrease
is due  primarily to changes in the  assumptions  used in  calculating  gains on
sales of notes  receivable  and  measuring  the fair value of the interest  rate
differential.

For the quarter ended March 31, 2002,  resort  management  services  contributed
$2.0  million in  revenues,  compared to $1.0  million for the same quarter last
year,  a 100.0%  increase.  This  increase was due in part to an increase in the
membership dues charged to U.S. owners by the Club effective October 1, 2001. In
addition,  measures  have been  initiated  to reduce  utility  costs at  western
resorts and reduce labor costs which  positively  affected  management  services
revenue during the quarter ended March 31, 2002.



                                      12

<PAGE>

For the quarter  ended March 31,  2002,  other  income  increased  29.4% to $2.2
million in  revenues,  compared to $1.7  million for the same quarter last year.
This  increase is due  primarily  to  additional  servicing  fee income from the
securitization that occurred during August 2001.

Vacation  credit and  fractional  interest  cost of sales,  as a  percentage  of
vacation credit and fractional  interest  sales,  was 26.6% for the three months
ended March 31,  2002,  compared to 28.1% for the three  months  ended March 31,
2001.  This  decrease  is a result  of the  higher  cost of sales of  fractional
interests sold during 2001.

Sales and marketing  costs,  as a percentage of vacation  credit and  fractional
interest  sales,  were  49.0% for the three  months  ended  March 31,  2002,  as
compared to 46.7% for the three months ended March 31, 2001.  This  increase was
due to lower closing  percentages for the quarter ended March 31, 2002 and lower
sales and marketing costs for fractional interests sold during the quarter ended
March 31, 2001.

General and  administrative  expenses  increased  50.5% to $14.0 million for the
three months ended March 31, 2002,  from $9.3 million for the three months ended
March 31, 2001. As a percentage  of total  revenue,  general and  administrative
costs  increased to 12.1% for the three  months ended March 31, 2002,  from 8.9%
for the three months ended March 31, 2001. These increases were due primarily to
costs  incurred  during the three months  ended March 31,  2002,  related to the
pending merger with Cendant Corporation of approximately $1.7 million.

The  provision  for doubtful  accounts  increased  23.5% to $8.4 million for the
three months ended March 31, 2002,  from $6.8 million for the three months ended
March 31,  2001.  As a percentage  of vacation  credit and  fractional  interest
sales,  the  provision  increased  to 8.0% for the three  months ended March 31,
2002,  from 7.3% for the  comparable  quarter last year.  This  increase was the
result of a higher mix of sales in sales  offices with  expected  default  rates
higher than our previous experience.

We maintain an allowance  for  doubtful  accounts on all notes  receivable.  The
aggregate amount of these allowances, excluding reversals, at March 31, 2002 and
December  31,  2001,  were  $55.0  million,  and  $51.9  million,  respectively,
representing  approximately 7.9% and 7.8%, respectively,  of the total portfolio
of notes  receivable  outstanding at those dates. No assurance can be given that
these  allowances  will be adequate,  and if the amount of the notes  receivable
that are ultimately  written off materially exceed the related  allowances,  our
business,  results of  operations  and financial  condition  could be materially
adversely affected.

We estimate our allowance for doubtful accounts by analysis of bad debts by each
sales  site by  year of note  receivable  origination.  We use  this  historical
analysis in conjunction with other factors such as local economic conditions and
industry  trends in  estimating  the allowance  for doubtful  accounts.  We also
utilize  experience  factors of more  mature  sales  sites in  establishing  the
allowance  for bad debts at new  sales  offices.  We  generally  charge  off all
receivables when they become 180 days past due and return the credits associated
with such  charge-offs  to  inventory.  At March 31, 2002 and December 31, 2001,
2.28% and 2.42% of the total receivables  portfolio of $698.8 million and $665.9
million, respectively, were more than 60 days past due.

                         LIQUIDITY AND CAPITAL RESOURCES

We generate cash principally from proceeds on sales of notes receivables,  other
borrowings,  down payments on sales of vacation  ownership  interests  which are
financed, cash sales of vacation ownership interests, and principal and interest
payments on notes receivable including notes receivable securitized.

During the three  months ended March 31, 2002 and 2001,  cash  provided by (used
in) operating activities was $5.2 million and ($12.6) million, respectively. For
the three  months ended March 31, 2002,  cash  provided by operating  activities
resulted  primarily  from  sales and  repayments  of notes  receivable  of $82.9
million,  an  increase  in accounts  payable  and  accrued  liabilities  of $8.5
million,  an increase in taxes payable of $8.4  million,  and net income of $8.1
million.  For the three  months  ended March 31,  2002,  cash used in  operating
activities was principally for the issuance and purchase of notes  receivable of
$105.4  million and an  increase in  inventory  of $6.1  million.  For the three
months ended March 31, 2001,  cash  provided by  operating  activities  resulted
primarily  from sales and repayments of notes  receivable of $66.3  million,  an
increase  in  accounts  payable  and accrued  liabilities  of $4.4  million,  an
increase in taxes

                                       13
<PAGE>
payable of $5.6 million,  and net income of $11.8 million.  For the three months
ended March 31, 2001, cash used in operating  activities was principally for the
issuance and purchase of notes  receivable  of $83.3  million and an increase in
inventory of $20.9 million.

Net cash used in investing  activities for the three months ended March 31, 2002
and  2001,  was  $1.1  million  and $2.4  million,  respectively.  Cash  used in
investing  activities  for the three months ended March 31, 2002, was the result
of furniture and equipment purchases to support our ongoing growth. Cash used in
investing  activities  for the three months ended March 31, 2001, was the result
of  leasehold,  furniture,  and  equipment  purchases  to support  the new sales
offices  opened  and to  support  expansion  of  both  U.S.  and  South  Pacific
operations.

Net cash (used in) provided by financing  activities  for the three months ended
March 31, 2002 and 2001, was ($3.7) million and $15.1 million, respectively. For
the three  months ended March 31, 2002,  cash used in financing  activities  was
principally the result of repayments of borrowings under the bank line of credit
and other of $4.2 million and a decrease in due to Parent and  Affiliate of $0.5
million  offset by proceeds from  issuance of common stock of $1.0 million.  For
the three months ended March 31, 2001, cash provided by financing activities was
principally  the  result of an  increase  in  borrowings  under the bank line of
credit and other of $13.4 million, issuance of common stock of $0.9 million, and
an increase in due to Parent of $0.8 million.

We are party to a three-year, $85 million revolving credit agreement (Agreement)
with a group of banks that allows for  borrowings in Australian  dollars up to a
maximum  of $25  million  US  dollar  equivalent.  The  Agreement  provides  for
borrowings  at either a  reference  rate or at LIBOR  rates plus the  applicable
margin for the level of borrowings  outstanding.  The Agreement  also requires a
quarterly commitment fee of 0.30% to 0.50% based on the usage level of the total
commitment.  Available borrowings under the Agreement are subject to a borrowing
base which is a percentage of notes receivable and inventory, including property
under  development,  and are  secured by a first  mortgage  on the  MountainStar
property.  The Agreement expires on August 14, 2003.  Borrowings  outstanding at
March 31, 2002 and  December  31, 2001,  were $71.4  million and $74.3  million,
respectively,   at  weighted   average   interest  rates  of  4.48%  and  4.43%,
respectively.

We have a $10 million open line of credit with our parent corporation, JELD-WEN,
inc.  (Parent),  which bears interest at prime plus 1% (5.75% at March 31, 2002)
per annum and is payable on demand.  As of March 31, 2002 and December 31, 2001,
outstanding  borrowings under this agreement were $6.8 million and $7.1 million,
respectively.  We  periodically  lend  excess  funds to Parent at the prime rate
minus 2% (2.75% at March 31, 2002) per annum. There were no outstanding lendings
under this agreement at March 31, 2002 and December 31, 2001.

Based on our current sales  projections,  we anticipate  spending  approximately
$116.2  million for  inventory  for the remainder of 2002. We plan to fund these
expenditures with cash generated from operations, borrowings on the bank line of
credit  and  further  sales  and   securitizations  of  notes  receivable.   The
acquisition  of new  resort  sites and  properties  is an  ongoing  process  and
availability  of  certain  properties  in  desired  locations  could  result  in
increased expenditures for such activities. We believe that, with respect to our
current operations, cash generated from operations,  future borrowings and sales
of notes  receivable  will be sufficient to meet our working capital and capital
expenditure needs through the end of 2002. If these are not sufficient,  we have
the ability to adjust our spending on inventory.

Since completed units at various resort  properties are acquired or developed in
advance and we finance a significant  portion of the purchase  price of vacation
credits,  we continually  need funds to acquire and develop  property,  to carry
notes receivable contracts, and to provide working capital. We have historically
secured additional funds through the sale of notes receivable,  borrowings under
the $85.0 million revolving line of credit and loans from the Parent.  See "Risk
Factors - Dependence on Acquisitions of Additional Resort Units for Growth; Need
for Additional Capital" of our 2001 Form 10-K.

In the future, we may negotiate  additional credit facilities or issue corporate
debt or equity  securities.  Any debt  incurred  or  issued  may be  secured  or
unsecured,  at fixed or  variable  interest  rates,  and may be  subject to such
additional terms as management deems appropriate.

                                       14
<PAGE>
The Clubs maintain replacement  reserves for the resorts,  which are funded from
the annual assessments of the owners. At March 31, 2002, the total amount of the
reserves was approximately $20.4 million.  The replacement reserves are utilized
to refurbish and replace the interiors and furnishings of the condominium  units
and to maintain the  exteriors  and common areas in the Clubs'  resorts in which
all units are owned by the Clubs.

On March  30,  2002,  we  signed a  definitive  merger  agreement  with  Cendant
Corporation (Cendant) whereby Cendant will acquire all of the outstanding common
stock held by our public  shareholders.  Under the terms of the  agreement,  our
shareholders  will  receive in the merger  between  1.2973 and 1.4861  shares of
Cendant  common stock per share of our common stock in the  transaction  that is
intended to qualify as a tax-free  reorganization,  although, if the transaction
failed to qualify,  the merger would be taxable to Trendwest  shareholders.  The
number of Cendant  shares to be issued will fluctuate from 1.4861 Cendant shares
per share of our common stock if the average price per Cendant share is equal to
or less than $16.15 during the applicable  measurement periods to 1.2973 Cendant
shares per share of our common stock if the average  price per Cendant  share is
equal to or greater than $18.50 during the applicable  measurement  periods.  If
the average Cendant  trading price is less than $13.50,  then the exchange ratio
will equal  $20.062  divided by the average  Cendant  trading  price.  The total
purchase price is approximately $900 million.

The acquisition of Trendwest will be consummated in two steps. The first step of
the transaction,  which is the purchase of approximately  91% of our outstanding
shares from Parent and certain other  shareholders,  is expected to close by May
1, 2002, if all customary regulatory and closing conditions have been satisfied.
The second step of the  transaction,  which is the  acquisition of the remaining
approximately  9% of our  outstanding  shares in exchange  for shares of Cendant
common  stock on the basis of an  exchange  ratio no less than the ratio used in
the first step, will close upon the effectiveness of the registration  statement
on Form S-4 relating to the issuance of Cendant stock to such holders. Following
the merger, Trendwest will be a wholly-owned subsidiary of Cendant.

For  purposes of  determining  the  exchange  ratio  relating to the issuance of
Cendant stock to our public  shareholders in the second step of the transaction,
the exchange ratio will be based on the lesser of (1) the average  Cendant stock
price for the 10 trading  days  preceding  the second  trading  day prior to the
effectiveness of Cendant's registration statement on Form S-4 or (2) the average
Cendant  stock price for the 10 trading days  preceding  the second  trading day
prior to the purchase of approximately  91% of our outstanding  common shares in
the first step of the transaction.  If the average Cendant stock price per share
is at or below $13.50 over a 10-day trading period  preceding the second trading
day  prior  to the  purchase  of our  common  stock  in the  first  step  of the
transaction, Parent will have the right to terminate the transaction.

Immediately  prior to the closing of the stock purchase in the first step of the
transaction, we will transfer the assets comprising the MountainStar development
project to Parent in  redemption of  approximately  1.8 million of the shares of
our common stock owned by Parent  valued at $24.00 per share (the  "MountainStar
Redemption").  The purchase price for MountainStar will be equal to the carrying
value of  MountainStar  on our  books at the  closing  date of the  MountainStar
Redemption, which is estimated to be approximately $75.5 million less the sum of
the amount of debt on the balance  sheet of  MountainStar  (which we expect will
approximate  $32.4  million on the date of the  MountainStar  Redemption)  to be
assumed by Parent as a consequence of the  MountainStar  Redemption.  The merger
agreement  provides  that if the average  price of Cendant  common stock is less
than $10.00 on the closing date of the merger, then the MountainStar  Redemption
will be  cancelled,  Parent and Trendwest  will be returned to their  respective
positions prior to the MountainStar  Redemption,  and the shares that would have
been redeemed will be purchased  from Parent by Cendant under the stock purchase
agreement at the price per share paid for Parent's other  Trendwest  shares.  We
have  retained the right to repurchase  MountainStar  for a period of two months
after the closing of the second step of the  transaction in exchange for the net
book  value of  MountainStar,  payable  in shares of Cendant  common  stock.  In
addition,  we have  retained  rights to develop  timeshare  condominiums  on the
MountainStar property.

As an inducement to Cendant's  entering  into the merger  agreement,  we entered
into a Stock Option Agreement (the "Stock Option  Agreement").  According to the
Stock  Option  Agreement,  we granted  an option  (the  "Option")  to Cendant to
purchase shares of our common stock at a purchase price of $24.00 per share. The
number of shares  issued upon  exercise of the option cannot exceed 19.9% of the
number of shares of Trendwest common stock issued and outstanding. Additionally,
in no event may the number of shares  issued upon  exercise of the option  cause
Cendant to own more than  approximately 91% of the issued and outstanding shares
of the  Company's  common  stock  at the date of

                                       15
<PAGE>

exercise.  The Option may be exercised only after Cendant purchases at least 71%
of the outstanding shares of our common stock and expires on the closing date of
the merger. This option is intended to ensure that Cendant is able to effect the
merger without a vote of our  shareholders by means of the  "short-form"  merger
provisions of Section 60.491 of the Oregon Revised Statutes.

At the closing of the merger,  each outstanding  stock option,  stock equivalent
right or right to acquire  shares of our  common  stock  granted  under our 1997
Employee  Stock  Option Plan,  as amended,  whether or not then  exercisable  or
vested,  which is outstanding and unexercised will become vested immediately and
cease to represent a right to acquire  shares of our common  stock.  Each option
will be converted into an option to purchase  common stock of Cendant,  with the
number of  shares  and  exercise  price  adjusted  based on the  greater  of the
exchange ratios used in step one and two of the merger.


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest  rate changes  primarily as a result of our financing
of purchases of vacation  ownership  interests,  the sale and  securitization of
notes receivable,  and borrowings under revolving lines of credit.  Our interest
rate risk  management  objective is to limit the impact of interest rate changes
on earnings and cash flows and to reduce overall borrowing costs. To achieve our
objectives,  we borrow funds or sell notes  receivable  primarily at fixed rates
and may enter into derivative financial instruments such as interest rate swaps,
caps and treasury locks in order to mitigate our interest rate risk on a related
financial instrument.

We utilize derivative financial  instruments,  which have historically  included
foreign exchange  contracts,  forward interest rate swaps, and interest rate cap
agreements,  to manage  well-defined  interest and foreign  currency rate risks.
Derivative  financial  instruments  are not  used  for  trading  or  speculative
purposes.  Counterparties to our derivative financial  instruments are generally
major financial institutions.  We manage the risk of counterparty default on our
derivative  instruments  through  the  use  of  credit  standards,  counterparty
diversification and monitoring of counterparty financial conditions. We have not
experienced any losses due to counterparty default.

The functional  currency of our Australian  operations is the Australian dollar.
The Australian  operations  are funded through the $85 million credit  facility,
which  has an  Australian  dollar  sub-limit  of up to  $25  million  US  dollar
equivalent.  We are also  subject to foreign  currency  exchange  rate risk when
developing resort properties with costs denominated in a foreign currency. As we
continue expanding our operations worldwide,  we may have additional exposure to
foreign currency exchange rate risk. We occasionally enter into foreign exchange
contracts to mitigate this  exposure.  At March 31, 2002, we have an outstanding
foreign  exchange  contract to manage our exposure to foreign exchange rate risk
associated  with the  development  of a resort  property in Canada.  The foreign
exchange  contract  has a  notional  amount  of $16.9  million  CDN at a rate of
$1.4905  CDN/US to be  settled  on  September  30,  2002,  corresponding  to the
anticipated  date of payment on the resort  development.  The  foreign  exchange
contract has been designated as a cash flow hedge and, accordingly,  as of March
31, 2002, we have recorded $0.5 million of unrealized  loss, net of $0.2 million
tax effect, in other  comprehensive  income  representing the change in the fair
value of the effective  portion of the hedge. The related liability for the loss
of $0.7 million is included in accrued liabilities. Changes in the fair value of
the ineffective  portion of the hedge were immaterial for the three months ended
March 31,  2002.  The  unrealized  gains or losses  resulting  from the  foreign
exchange  contract will be reclassified  into earnings once the vacation credits
associated with the resort  property under  development are sold and the related
costs are recognized in earnings.

There  have been no  material  changes  to our  exposure  to market  risk  since
December 31, 2001.

                                       16
<PAGE>


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         Incorporated by reference. See Note 11 of "Notes to Condensed
         Consolidated Financial Statements."

Item 2 - Changes in Securities and Use of Proceeds

         None

Item 3 - Defaults Upon Senior Securities

         None

Item 4 - Submission of Matter to a Vote of Security Holders

         None

Item 5 - Other Information

         None

Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1  Stock  Purchase  Agreement  by and  between  Cendant  Corporation,  Tornado
     Acquisition Corporation,  JELD-WEN, inc., and certain other shareholders of
     Registrant dated as of March 30, 2002. (2)

2.2  Agreement  and Plan of  Merger  and  Reorganization  by and  among  Cendant
     Corporation,  Tornado Acquisition Corporation, and Trendwest Resorts, Inc.,
     and JELD-WEN, inc., dated as of March 30, 2002. (2)

3.1  Restated Articles of Incorporation (1)

3.2  Restated Bylaws*

11   Statement re:  Computation  of Earnings per share - See note 4 of "Notes to
     Condensed Consolidated Financial Statements."

99.1 Stock Option Agreement between Cendant  Corporation and Trendwest  Resorts,
     Inc., dated as of March 30, 2002. (2)

99.2 Conditional Stock Redemption  Agreement dated as of March 30, 2002, is made
     by and between Trendwest Resorts, Inc., and JELD-WEN, inc. (2)


      *   Filed herewith

     (1)  Incorporated by reference to the Company's  Registration  Statement on
          Form S-1 (File No. 333-26861).

     (2)  Incorporated by reference to the Company's  Current Report on Form 8-K
          dated March 30, 2002.


(b)  Reports on Form 8-K


     FORM 8-K dated March 30, 2001, on Item 2.  Acquisition  or  Disposition  of
     Assets,  relating to the Stock Purchase  Agreement between JELD-WEN,  inc.,
     and Cendant Corporation, and Item 7. Exhibits.


                                       17
<PAGE>


                                   SIGNATURES

Pursuant to the requirements 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.


                                    TRENDWEST RESORTS, INC.




Date:      April 30, 2002            /s/ WILLIAM F. PEARE
           ------------------        ------------------------------------------
                                     William F. Peare
                                     President, Chief Executive Officer and
                                     Director (Principal Executive Officer)


Date:      April 30, 2002            /s/ TIMOTHY P. O'NEIL
           ------------------        ------------------------------------------
                                     Timothy P. O'Neil
                                     Vice President, Chief Financial Officer
                                     and Treasurer
                                     (Principal Financial Officer)
                                     (Principal Accounting Officer)





















                                       18

<PAGE>

                                 EXHIBIT INDEX


No.  Exhibit
---  ---------------------------------------------------------------------------
2.1  Stock  Purchase  Agreement  by and  between  Cendant  Corporation,  Tornado
     Acquisition Corporation,  JELD-WEN, inc., and certain other shareholders of
     Registrant dated as of March 30, 2002. (2)

2.2  Agreement  and Plan of  Merger  and  Reorganization  by and  among  Cendant
     Corporation,  Tornado Acquisition Corporation, and Trendwest Resorts, Inc.,
     and JELD-WEN, inc., dated as of March 30, 2002. (2)

3.1  Restated Articles of Incorporation (1)

3.2  Restated Bylaws*

11   Statement re:  Computation  of Earnings per share - See note 4 of "Notes to
     Condensed Consolidated Financial Statements."

99.1 Stock Option Agreement between Cendant  Corporation and Trendwest  Resorts,
     Inc., dated as of March 30, 2002. (2)

99.2 Conditional Stock Redemption  Agreement dated as of March 30, 2002, is made
     by and between Trendwest Resorts, Inc., and JELD-WEN, inc. (2)

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

*    Filed herewith

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (File No. 333-26861).

(2)  Incorporated by reference to the Company's Current Report on Form 8-K dated
     March 30, 2002.