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 June 30, 2000

[ ] 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 the registrant's  no-par voting common stock outstanding
as of August 9, 2000: 16,921,183 shares.

<PAGE>

PART I - FINANCIAL INFORMATION

Item I - Financial Statements

                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

                             (dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                   Assets                                              June 30,          December 31,
                                                                                         2000                1999
                                                                                   -----------------    ----------------
<S>                                                                            <C>                      <C>
Assets:
     Cash                                                                      $            23               1,760
     Restricted cash                                                                     5,457               2,987
     Notes Receivable, net of allowance for doubtful accounts, sales returns
         and deferred gross profit                                                      72,413              84,802
     Accrued interest and other receivables                                             11,339               8,506
     Residual interest in Notes Receivable sold                                         39,914              36,265
     Receivable from Parent                                                                 --               3,058
     Inventories                                                                        66,478              45,601
     MountainStar development                                                           45,122                  --
     Property and equipment, net                                                        27,080              24,327
     Deferred income taxes                                                               1,103                  --
     Other assets                                                                        4,543               2,657
                                                                                   -----------------    ----------------

                     Total assets                                              $       273,472             209,963
                                                                                   =================    ================

                    Liabilities and Shareholders' Equity

Liabilities:
     Accounts payable                                                                    6,931               1,900
     Accrued liabilities                                                                16,918              12,405
     Accrued construction in progress                                                    2,865                 790
     Due to parent                                                                         514                  --
     Note payable to parent                                                             17,731                  --
     Borrowing under bank line of credit                                                21,000               3,900
     Allowance for recourse liability and deferred gross profit on Notes
         Receivable sold                                                                18,831              17,211
     Deferred income taxes                                                                  --                  42
                                                                                   -----------------    ----------------

                     Total liabilities                                                  84,790              36,248

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 16,950,483 and 17,041,078 shares at June 30,
        2000 and December 31, 1999, respectively                                        57,165              59,428
     Accumulated other comprehensive loss                                                  (92)                 --
     Retained earnings                                                                 131,609             114,287
                                                                                   -----------------    ----------------

                     Total shareholders' equity                                        188,682             173,715

Commitments and contingencies

                     Total liabilities and shareholders' equity                $       273,472             209,963
                                                                                   =================    ================
</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                   Six months ended
                                                                      June 30,                            June 30,
                                                         -----------------------------------  ----------------------------------
                                                              2000               1999              2000              1999
                                                         ----------------  -----------------  ---------------   ----------------
<S>                                                    <C>                 <C>                <C>               <C>
Revenues:
     Vacation Credit and Fractional Interest sales,
     net                                               $        71,240             63,426          134,103            112,442
     Finance income                                              4,049              3,338            8,276              7,289
     Gains on sales of Notes Receivable                          4,467              4,793            8,056              9,143
     Resort management services                                  1,186                953            2,800              1,775
     Other                                                       1,256                785            2,507              2,550
                                                         ----------------  -----------------  ---------------   ----------------

             Total revenues                                     82,198             73,295          155,742            133,199
                                                         ----------------  -----------------  ---------------   ----------------
Costs and operating expenses:
     Vacation Credit and Fractional Interest cost of
        sales                                                   16,754             20,482           31,345             34,103
     Resort management services                                    516                421              937                818
     Sales and marketing                                        33,606             26,664           64,187             50,162
     General and administrative                                  7,804              5,853           15,055             11,245
     Provision for doubtful accounts and recourse
        liability                                                5,327              4,377            9,930              7,820
     Interest                                                       50                 53               97                109
                                                         ----------------  -----------------  ---------------   ----------------

             Total costs and operating expenses                 64,057             57,850          121,551            104,257
                                                         ----------------  -----------------  ---------------   ----------------

             Income before income taxes                         18,141             15,445           34,191             28,942

Income tax expense                                               7,189              5,935           13,569             11,288
                                                         ----------------  -----------------  ---------------   ----------------

             Net income                                $        10,952              9,510           20,622             17,654
                                                         ================  =================  ===============   ================

Basic net income per common share                      $           .65                .55             1.22               1.03

Diluted net income per common share                    $           .64                .55             1.21               1.03

Weighted average shares of common stock and dilutive
  potential common stock outstanding:
     Basic                                                  16,940,458         17,140,051       16,955,026         17,149,358

     Diluted                                                17,004,547         17,186,588       17,020,178         17,185,054
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       3

<PAGE>

                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                             (dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                          Six months ended June 30,
                                                                                 --------------------------------------------
                                                                                        2000                    1999
                                                                                 -------------------     --------------------
<S>                                                                          <C>                         <C>
Cash flows from operating activities:
     Net income                                                              $              20,622                  17,654
     Adjustments to reconcile net income to net cash (used in) provided
        by operating activities:
        Depreciation and amortization                                                        1,263                     750
        Gain on sale of property and equipment                                                  --                    (886)
        Amortization of residual interest in Notes Receivable sold                           6,549                   4,670
        Provision for doubtful accounts, sales returns and recourse
           liability                                                                        12,066                  10,744
        Recoveries of Notes Receivable charged off                                             112                     134
        Residual interest in Notes Receivables sold                                         (9,892)                 (9,473)
        Amortization of servicer liability                                                    (365)                     --
        Unrealized loss on residual interest in Notes Receivable sold                           --                     874
        Change in deferred gross profit                                                        362                     (10)
        Deferred income tax (benefit) expense                                               (1,145)                    238
        Issuance of Notes Receivable                                                      (114,203)                (95,810)
        Proceeds from sale of Notes Receivable                                              84,663                  66,022
        Proceeds from repayment of Notes Receivable                                         37,737                  21,975
        Purchase of Notes Receivable                                                        (7,032)                 (4,270)
        Changes in certain assets and liabilities:
              Restricted cash                                                               (2,470)                   (802)
              MountainStar Development                                                     (25,822)                     --
              Inventories                                                                  (21,854)                 (1,748)
              Accounts payable and accrued liabilities                                       8,724                   2,594
              Income taxes payable                                                              --                     318
              Other                                                                         (4,785)                    244
                                                                                 -------------------     --------------------
          Net cash (used in) provided by operating activities                              (15,470)                 13,218
                                                                                 -------------------     --------------------

Cash flows from investing activities:
     Purchase of property and equipment                                                     (2,957)                 (4,178)
     Proceeds from sale of property and equipment                                               --                   4,412
                                                                                 -------------------     --------------------
          Net cash (used in) provided by investing activities                               (2,957)                    234

Cash flows from financing activities:
     Net borrowing (repayment) under bank line of credit and other                          20,360                  (6,343)
     Increase in receivable from Parent                                                         --                    (891)
     Decrease in Due to Parent                                                              (1,297)                 (5,688)
     Issuance of common stock                                                                  334                      --
     Repurchase of common stock                                                             (2,597)                   (530)
                                                                                 -------------------     --------------------

          Net cash provided by (used in) financing activities                               16,800                 (13,452)
                                                                                 -------------------     --------------------

Effect of foreign currency exchange rates on cash                                             (110)                     --

          Net decrease in cash                                                              (1,737)                     --

Cash at beginning of period                                                                  1,760                       9
                                                                                 -------------------     --------------------

Cash at end of period                                                        $                  23                       9
                                                                                 ===================     ====================
</TABLE>
                                                           (Continued next page)

                                       4

<PAGE>

                             TRENDWEST RESORTS, INC.
                                AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows (continued)
                             (dollars in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                            Six month ended June 30,
                                                                                 -----------------------------------------------
                                                                                        2000                      1999
                                                                                 --------------------     ----------------------
<S>                                                                          <C>                          <C>
Supplemental disclosures of cash flow information -
   Cash paid during the period for:
        Interest (excluding capitalized amounts of $450 and $715,
          respectively)                                                      $              396                        146
        Income taxes                                                                     14,171                     10,732

Supplemental schedule of noncash investing and financing activities:
   Issuance of note payable to parent in connection with the MountainStar
     development acquisition                                                             17,731                         --
   Reduction in retained earnings for the excess of the purchase price of
     the MountainStar development over the Parent's historical cost                       3,300                         --
   Extinguishment of receivable from Parent in connection with the
     MountainStar development acquisition                                                 4,869                         --

</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       5

<PAGE>

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

Note 1 - Background

Trendwest  Resorts,  Inc.,  (Company)  markets,  sells  and  finances  timeshare
ownership  interests  in the  form  of  perpetual  timeshare  credits  (Vacation
Credits) in WorldMark, the Club (WorldMark) and Fractional Interests in vacation
properties.  Vacation  Credits are created  through the transfer to WorldMark of
resort units acquired or developed by the Company.  The Company derives revenues
primarily from Vacation  Credit and  Fractional  Interest sales and, to a lesser
extent,  from the financing of Vacation Credit and Fractional Interest sales and
from its management agreement with WorldMark.

In October of 1999,  the Company  formed  Trendwest  South  Pacific,  Pty.  Ltd.
(Trendwest South Pacific) as a wholly-owned subsidiary.  Trendwest South Pacific
is an  Australian  corporation  formed  for the  purpose  of  conducting  sales,
marketing  and resort  development  activities in the South  Pacific.  Trendwest
South Pacific  commenced sales operations in Fiji in March 2000 and in Australia
in June of 2000.  The sales terms in the South  Pacific are similar to the terms
in the United States.

These  condensed  consolidated  financial  statements  do  not  include  certain
information and footnotes required by generally accepted  accounting  principles
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 and six
months ended June 30, 2000 are not  necessarily  indicative  of the results that
may be expected for the fiscal year ending December 31, 2000.

These  statements  should  be read in  conjunction  with the  audited  financial
statements and footnotes included in the Company's 1999 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.

Note 2 - New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging  Activities,  as amended.  This  Statement  is  effective  as of the
beginning of the first quarter of the fiscal year beginning after June 15, 2000.
The Company does not anticipate a material  impact on its financial  position or
results of operations from the future adoption of this standard.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB) No.  101,  "Revenue  Recognition",  which must be adopted by the
Company no later than the fourth quarter of 2000. Compliance with SAB No. 101 is
not presently expected to result in any material change to the Company's revenue
recognition policies.

Note 3 -- Foreign Currency Translation

Assets and liabilities in foreign functional currencies are translated into U.S.
dollars  based  upon the  prevailing  currency  exchange  rates in effect at the
balance  sheet  date.  Translation  gains and  losses  are not  included  in the
determination  of net income but are  accumulated  in a  separate  component  of
shareholders'  equity. These translation gains and losses are the only component
of  accumulated  other  comprehensive  income in the  accompanying  consolidated
balance  sheets.  Transaction  gains or losses are  recorded  in the  results of
operations and were insignificant for the three and six month periods ended June
30, 2000.

                                       6

<PAGE>

Note 4 -- Comprehensive Income

The following  illustrates  the  reconciliation  of net income to  comprehensive
income:
<TABLE>
<CAPTION>
                                                                  Three months ended               Six months ended
                                                                       June 30,                        June 30,
                                                              ----------------------------    ----------------------------
                                                                 2000            1999            2000            1999
                                                              ------------    ------------    ------------    ------------
<S>                                                        <C>                <C>             <C>             <C>
Net income                                                 $       10,952           9,510          20,622          17,654
Other comprehensive loss:
     Change in cumulative effect of foreign currency
     translation                                                    (106)              --            (92)              --
                                                              ----------------------------    ----------------------------
Comprehensive income                                       $       10,846           9,510          20,530          17,654
                                                              ============================    ============================
</TABLE>

Note 5 - 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                       Six months ended
                                                         June 30,                                June 30,
                                             ----------------------------------     ------------------------------------
                                                  2000               1999                2000                 1999
                                             ----------------    --------------     ---------------      ---------------
<S>                                          <C>                 <C>                <C>                  <C>
Basic
Weighted average shares outstanding             16,940,458          17,140,051         16,955,026           17,149,358

Diluted
Effect of dilutive securities                       64,089              46,537             65,152               35,696
                                             ----------------    --------------     ---------------      ---------------
Diluted weighted average shares outstanding     17,004,547          17,186,588         17,020,178           17,185,054
                                             ================    ==============     ===============      ===============
</TABLE>

Net income  available to common  shareholders for basic net income per share was
$10,952  and  $9,510 for the three  months  ended  June 30,  2000 and 1999,  and
$20,622  and  $17,654  for  the  six  months  ended  June  30,  2000  and  1999,
respectively.

For the  three  months  ended  June  30,  2000  and  1999,  there  were  options
outstanding   to  purchase   437,200  and  468,300   shares  of  common   stock,
respectively,  which  were  anti-dilutive  and  therefore  not  included  in the
computation  of diluted net income per common  share.  For the six months  ended
June 30, 2000 and 1999,  there were options  outstanding to purchase 431,000 and
481,540  shares of common  stock,  respectively,  which were  anti-dilutive  and
therefore  not  included  in the  computation  of diluted  net income per common
share.

Note 6 - Inventories

Inventories consist of Vacation Credits and construction in progress as follows:
<TABLE>
<CAPTION>
                                                                      June 30,            December 31,
                                                                        2000                  1999
                                                                  -----------------     -----------------
<S>                                                           <C>                       <C>
         Vacation Credits                                     $         10,342                13,247
         Construction in progress                                       56,136                32,354
                                                                  -----------------     -----------------

                  Total inventories                           $         66,478                45,601
                                                                  =================     =================
</TABLE>

                                       7

<PAGE>

Note 7 - MountainStar Development

In June of 2000,  the Company  acquired the  MountainStar  development  from its
majority  shareholder  JELD-WEN,  inc. (Parent).  The purchase price was $47,600
consisting  of  $25,000  in cash,  a $17,731  note  payable  to  Parent  and the
settlement by the Company of a $4,869  intercompany  receivable from Parent. The
excess of the  purchase  price  over  Parent's  historical  cost is treated as a
non-cash reduction to retained earnings due to the accounting requirement to use
historical cost on such a transfer from a controlling  shareholder.  The Company
recorded the asset at Parent's historical cost of $44,300;  the excess $3,300 of
the purchase price over this amount reduced retained earnings.  The cash payment
was funded primarily through the Company's existing credit facilities.

The conceptual master plan for the MountainStar development includes two 18-hole
golf  courses,  hotel  and  conference  facilities,  a spa and  fitness  center,
vacation homes and vacation condominiums. The property is currently in the final
phase of the entitlement process.

Note 8 - Notes  Receivable, Allowance  For Doubtful Accounts, Recourse Liability
         and Sales Returns

The following table  summarizes the Company's total Notes  Receivable  portfolio
at:
<TABLE>
<CAPTION>
                                                                           June 30,          December 31,
                                                                             2000                1999
                                                                       -----------------   ------------------
<S>                                                                 <C>                    <C>
        Total Notes Receivable                                      $       438,363             389,901
        Less Notes Receivable sold                                         (346,286)           (288,950)
                                                                       -----------------   ------------------

        Gross on balance sheet Notes Receivable                              92,077             100,951
                                                                       =================   ==================

        Unencumbered Notes Receivable                                        48,508              64,169
        Retained interest in Notes Receivable sold                           43,569              36,782
                                                                       -----------------   ------------------

        Gross on balance sheet Notes Receivable                              92,077             100,951

        Less: Deferred gross profit                                          (1,052)               (970)
               Allowance for doubtful accounts and sales returns            (18,612)            (15,179)
                                                                       -----------------   ------------------

        Notes Receivable, net                                       $        72,413              84,802
                                                                       =================   ==================
</TABLE>

The activity in the  allowance  for doubtful  accounts,  recourse  liability and
sales returns is as follows for the six months ended June 30, 2000, and the year
ended December 31, 1999:
<TABLE>
<CAPTION>
                                                                               2000                  1999
                                                                         -----------------     ------------------
<S>                                                                 <C>                        <C>
         Balances at beginning of period                            $          29,087                20,935

         Provision for doubtful accounts, sales returns and
             recourse liability                                                12,066                21,407
         Notes receivable charged-off and sales returns net of
             Vacation Credits recovered                                        (7,405)              (13,515)
         Recoveries                                                               112                   260
                                                                         -----------------     ------------------

         Balances at end of period                                  $          33,860                29,087
                                                                         =================     ==================

         Allowance for doubtful accounts and sales returns          $          18,612                15,179
         Recourse liability on notes receivable sold                           15,248                13,908
                                                                         -----------------     ------------------
                                                                    $          33,860                29,087
                                                                         =================     ==================
</TABLE>

                                       8

<PAGE>

Note 9 - Note Payable to Parent

In connection with the acquisition of the MountainStar development,  the Company
issued a promissory  note  payable to Parent in the amount of $17,731.  The note
bears an interest rate of 9.0%, with quarterly interest payments due starting on
September 1, 2000. Eight quarterly principal payments of $2,216 are due starting
on September 1, 2001. The note matures on June 1, 2003.

Maturities of the Note Payable to Parent at June 30, 2000, are as follows:

                   2001                             $4,433
                   2002                              8,865
                   2003                              4,433
                                                   -------
                   Total                           $17,731
                                                   =======

Note 10 - Commitments and Contingencies

(a) Purchase Commitments
The Company routinely enters into purchase agreements with various developers to
acquire  and  build  resort  properties.  At June  30,  2000,  the  Company  had
outstanding  purchase  commitments of $85.4 million related to properties  under
development.

(b) 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 11 - Segment Reporting

The Company has two reportable segments:  sales and financing. The sales segment
markets and sells timeshare  memberships 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  Interests.  The finance  segment does not include TW Holdings II, TW
Holdings III,  Trendwest  Funding I, Trendwest  Funding II, or Trendwest Funding
III.

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>
                                                                                                   Segment
Three months ended June 30, 2000:                    Sales         Finance          Other           Total
                                                   -----------    -----------     -----------    -------------
<S>                                           <C>                 <C>             <C>            <C>
External revenue                              $        71,240            975          1,186           73,401
Interest revenue - net                                     --          1,240             --            1,240
Interest revenue-intersegment                              --          1,531             --            1,531
Intersegment revenue                                       --            509             --              509
                                                   -----------    -----------     -----------    -------------
Segment revenue                               $        71,240          4,255          1,186           76,681

Segment profit                                $        13,754          2,800            670           17,224

Significant non-cash items:
Provision for doubtful accounts, sales
  returns and recourse liability              $         6,452             --             --            6,452
</TABLE>

                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Segment
Three months ended June 30, 1999:                    Sales         Finance          Other           Total
                                                   -----------    -----------     -----------    -------------
<S>                                           <C>                 <C>             <C>            <C>
External revenue                              $        63,426            753            953           65,132
Interest revenue - net                                     --            991             --              991
Interest revenue-intersegment                              --            861             --              861
Intersegment revenue                                       --            636             --              636
                                                   -----------    -----------     -----------    -------------
Segment revenue                               $        63,426          3,241            953           67,620

Segment profit                                $        10,793          2,078            532           13,403

Significant non-cash items:
Provision for doubtful accounts, sales
returns and recourse liability                $         6,022             --             --            6,022

                                                                                                   Segment
Six months ended June 30, 2000:                      Sales         Finance          Other           Total
                                                   -----------    -----------     -----------    -------------
External revenue                              $       134,103          2,010          2,800          138,913
Interest revenue - net                                     --          2,551             --            2,551
Interest revenue-intersegment                              --          3,062             --            3,062
Intersegment revenue                                       --            805             --              805
                                                   -----------    -----------     -----------    -------------
         Segment revenue                      $       134,103          8,428          2,800          145,331

Segment profit                                $        25,643          5,666          1,863           33,172

Significant non-cash items:
Provision for doubtful accounts, sales
  returns and recourse liability              $        12,066             --             --           12,066

                                                                                                   Segment
Six months ended June 30, 1999:                      Sales         Finance          Other           Total
                                                   -----------    -----------     -----------    -------------
External revenue                              $       112,442          2,476          1,775          116,693
Interest revenue - net                                     --          2,190             --            2,190
Interest revenue-intersegment                              --          1,587             --            1,587
Intersegment revenue                                       --          1,065             --            1,065
                                                   -----------    -----------     -----------    -------------
Segment revenue                               $       112,442          7,318          1,775          121,535

Segment profit                                $        18,276          5,180            957           24,413

Significant non-cash items:
Provision for doubtful accounts, sales
returns and recourse liability                $        10,744             --             --           10,744

Gain on sale of property and equipment        $            --            886             --              886
</TABLE>

                                       10

<PAGE>

The following table provides a reconciliation of segment revenues and profits to
the consolidated amounts:
<TABLE>
<CAPTION>
                                                         Three Months                    Six Months
                                                        Ended June 30,                 Ended June 30,
                                                     2000           1999            2000            1999
                                                   -----------    -----------    ------------    -------------
<S>                                             <C>               <C>            <C>             <C>
Segment revenue                                 $     76,681         67,620         145,331          121,535
Interest expense reported net of interest
    income                                                50             53              97              109
Elimination of intersegment revenue                   (2,040)        (1,497)         (3,867)          (2,652)
Finance subsidiaries revenue                           7,507          7,119          14,181           14,207
                                                   -----------    -----------    ------------    -------------
       Consolidated revenue                     $     82,198         73,295         155,742          133,199
                                                   ===========    ===========    ============    =============

Segment profit                                  $     17,224         13,403          33,172           24,413
Corporate overhead not included in segment
    reporting                                         (3,229)        (3,558)         (9,045)          (6,989)
Finance subsidiaries profit                            4,146          5,600          10,064           11,518
                                                   -----------    -----------    ------------    -------------
       Consolidated income before income
       taxes                                    $     18,141         15,445          34,191           28,942
                                                   ===========    ===========    ============    =============
</TABLE>

The  Company's  revenue from  external  customers  derived from sales within the
United  States  totaled  $70,421 for the three months  ended June 30, 2000,  and
$133,232 for the six months ended June 30, 2000. Revenue from external customers
derived from sales in all foreign  countries totaled $819 and $871 for the three
and six  months  ended June 30,  2000,  respectively.  Substantially  all of the
Company's long-lived assets are located within the United States.

Note 12 - Subsequent Events

On August 9, 2000, the Company increased its Receivables Warehouse Facility with
Banc One to $150 million from $75 million.

On August 14, 2000, the Company  completed a three-year,  $60 million  unsecured
revolving credit agreement  (Agreement) with a group of banks agented by KeyBank
National  Association  (KeyBank).  The Agreement  also allows for  borrowings in
Australian dollars up to a maximum of $15 million US dollar equivalent.

The Agreement provides for borrowings at either a reference rate as announced by
KeyBank or at LIBOR rates plus the applicable margin for the level of borrowings
outstanding. Available borrowings under the Agreement are subject to a borrowing
base which is a percentage of Notes Receivable and inventory, including property
under  development.  The Credit  Agreement will replace the previous $30 million
revolving credit agreement.

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

                              RESULTS OF OPERATIONS

Comparison  of the three  months  ended June 30, 2000 to the three  months ended
June 30, 1999

The  statements  below and  other  statements  herein  contain  forward  looking
information  which  include  future  financing   transactions,   acquisition  of
properties,   and  the  Company's  future  prospects  and  other  forecasts  and
statements of  expectations.  Actual  results may differ  materially  from those
expressed in any  forward-looking  statement made by the Company,  due to, among
other things,  the  Company's  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 the
Company's Form 10-K.

The Company  achieved total revenues of $82.2 million for the three months ended
June 30,  2000,  compared to $73.3  million for the three  months ended June 30,
1999,  an increase of 12.1%.  Excluding  $7.2  million in revenue  from sales of

                                       11

<PAGE>

Fractional  Interests in the second quarter of 1999,  total  revenues  increased
24.4% over 1999. The principal  reason for the overall  improvement  was a 26.7%
increase in Vacation  Credit  sales to $71.2  million for the three months ended
June 30, 2000,  from $56.2 million for the three months ended June 30, 1999. The
increase in Vacation  Credit sales was primarily the result of a 23.3%  increase
in the number of Vacation  Credits sold to 52.9 million  during the three months
ended June 30, 2000,  from 42.9  million  during the three months ended June 30,
1999.  This increase was the result of the maturation of sales offices opened in
1999,  strong sales in existing markets,  and increased Upgrade sales.  Revenues
from Upgrade sales  increased  41.0% to $11.0 million for the three months ended
June 30, 2000,  from $7.8 million for the three months ended June 30, 1999.  The
increase in Upgrade sales is the result of continuing  satisfaction  on the part
of WorldMark  Owners and the ongoing growth in the owner base. The average price
per  Vacation  Credit sold  increased  to $1.35 per credit for the three  months
ended June 30, 2000, versus $1.31 per credit for the three months ended June 30,
1999,  primarily as a result of an  approximate 4% increase in the selling price
of Vacation  Credits  effective June 28, 1999.  The Company again  increased the
selling  price of  Vacation  Credits by $.05 per credit for new sales  effective
July 1, 2000,  and a $.05 per credit  increase for Upgrade sales is scheduled to
be effective September 1, 2000.

Finance income  increased  21.2% to $4.0 million for the three months ended June
30,  2000,  from $3.3  million for the three  months  ended June 30,  1999.  The
increase  in finance  income is the result of an  increase  in average  carrying
balances of Notes  Receivable  for the  comparable  periods  and an  unfavorable
mark-to-market  adjustment on the residual  interest in Notes Receivable sold in
the second  quarter of 1999.  The second  quarter of 2000 had no  mark-to-market
adjustment.  The  assumptions  used in  measuring  the fair  value  of  residual
interest in Notes Receivable sold are consistent with those used at December 31,
1999. Gains on sales of Notes Receivable  decreased 6.3% to $4.5 million for the
three months  ended June 30, 2000,  from $4.8 million for the three months ended
June 30, 1999, due to an increase in interest rates over 1999,  reducing the net
interest spread.

Vacation Credit cost of sales, as a percentage of Vacation Credit and Fractional
Interest sales, was 23.6% for the three months ended June 30, 2000, versus 32.3%
for the three  months  ended June 30,  1999.  This  decrease  is a result of the
higher  product  cost of the 1999  Fractional  Sales  program and below  average
product  cost for the Fiji and Vistoso  projects.  Fractional  Interests  have a
higher  product cost than  Vacation  Credits  which is offset by lower sales and
marketing  costs. The Company expects product cost, as a percentage of sales, to
increase back to historical levels in the third quarter.

Sales and marketing  costs increased 25.8% to $33.6 million for the three months
ended June 30,  2000,  from $26.7  million for the three  months  ended June 30,
1999.  As a percentage  of Vacation  Credit  sales,  sales and  marketing  costs
increased to 47.2% for the three months ended June 30, 2000,  from 42.1% for the
three months ended June 30, 1999.  The difference is primarily  attributable  to
the lower sales and marketing cost of the Fractional  Sales program  included in
1999, as well as a lower close rate at new sales offices.

General and  administrative  expenses  increased  32.2% to $7.8  million for the
three months  ended June 30, 2000,  from $5.9 million for the three months ended
June 30, 1999.  As a percentage  of total  revenue,  general and  administrative
costs  increased to 9.5% for the three months ended June 30, 2000, from 8.0% for
the three months ended June 30, 1999. The increase resulted from fully expensing
start-up  costs for the new Midwest and South Pacific  regions and the new sales
offices opened in the second quarter of 2000.

Provision for doubtful accounts and recourse  liability  increased 20.5% to $5.3
million for the three  months  ended June 30,  2000,  from $4.4  million for the
three months ended June 30, 1999. As a percentage of Vacation Credit sales,  the
provision for doubtful  accounts and recourse  liability was 7.4% for the second
quarter of 2000 versus 6.9% for the comparable  period last year.  This increase
was the result of a higher mix of sales in newer regions with  expected  default
rates higher than the Company's historical experience.

Comparison  of the six  months ended  June 30, 2000 to the six months ended June
30, 1999:

The Company  achieved  total revenues of $155.7 million for the six months ended
June 30,  2000,  compared to $133.2  million  for the six months  ended June 30,
1999,  an increase of 16.9%.  Excluding  $7.2  million in revenue  from sales of
Fractional  Interests  in the first six months of 1999,  total  revenues for the
period  increased  23.6%  over  1999.  The  principal  reasons  for the  overall

                                       12

<PAGE>

improvement were a 27.5% increase in Vacation Credit sales to $134.1 million for
the six months  ended June 30,  2000,  compared  to $105.2  million  for the six
months ended June 30, 1999.  This  increase was  primarily the result of a 23.5%
increase in the number of Vacation  Credits sold to 98.8 million  during the six
months ended June 30, 2000,  from 80.0 million  during the six months ended June
30, 1999.  This  increase was the result of the  continued  maturation  of sales
offices opened in 1999, strong sales in existing markets,  and increased Upgrade
sales.  Revenues from Upgrade sales increased 40.0% to $21.0 million for the six
months ended June 30, 2000, from $15.0 million for the six months ended June 30,
1999.  The average price per Vacation  Credit sold increased to $1.36 per credit
for the six months  ended  June 30,  2000,  versus  $1.31 per credit for the six
months ended June 30, 1999,  and  reflected  an  approximate  4% increase in the
selling price of Vacation  Credits  effective  June 28, 1999.  The Company again
increased the selling price of Vacation Credits by $.05 per credit for new sales
effective  July 1, 2000,  and a $.05 per credit  increase  for Upgrade  sales is
scheduled to be effective September 1, 2000.

The  Company  has broken  ground on Phase II at Depoe Bay on the  Oregon  Coast.
Phase II will  also  include  sales of  Fractional  Interests.  Construction  is
expected to be  completed  in the first  quarter of 2001.  To date,  reservation
deposits have been taken on over half of the Phase II Fractional Interests.

Finance income increased 13.7% to $8.3 million for the six months ended June 30,
2000,  compared to $7.3  million  for the six months  ended June 30,  1999.  The
increase in finance income  reflects the increase in carrying  balances of Notes
Receivable  for the two periods  compared and the 1999 impact of an  unfavorable
mark-to-market  adjustment  on the residual  interest in Notes  Receivable  sold
resulting from early payoffs and rising interest rates.  The first six months of
2000 had no such  mark-to-market  adjustment.  The assumptions used in measuring
the fair value of residual interest in Notes Receivable sold are consistent with
those used at December 31, 1999.  Gains on sales of Notes  Receivable  decreased
11.0% to $8.1 million for the six months ended June 30, 2000,  from $9.1 million
for the six months ended June 30, 1999.  This decrease is due to the increase in
interest rates over 1999, reducing the net interest spread.

Vacation Credit cost of sales, as a percentage of Vacation Credit and Fractional
Interest  sales,  was 23.3% for the six months  ended June 30, 2000 versus 30.3%
for the six months ended June 30, 1999.  This decrease is a result of the higher
product cost of the 1999 Fractional Sales program and below average product cost
for the Fiji and Vistoso  projects.  Fractional  Interests have a higher product
cost than Vacation  Credits which is offset by lower sales and marketing  costs.
The Company  expects product cost, as a percentage of sales, to increase back to
historical levels in the third quarter.

Sales and marketing  costs  increased  27.9% to $64.2 million for the six months
ended June 30, 2000,  from $50.2 million for the six months ended June 30, 1999.
As a percentage of Vacation  Credit and  Fractional  Interest  sales,  sales and
marketing  costs increased to 47.9% for the six months ended June 30, 2000, from
44.7% for the six months  ended  June 30,  1999.  The  difference  is  primarily
attributable  to the lower  sales and  marketing  cost of the  Fractional  Sales
program included in 1999, as well as a lower close rate at new sales offices.

General and administrative expenses increased 34.8% to $15.1 million for the six
months ended June 30, 2000, from $11.2 million for the six months ended June 30,
1999.  As a  percentage  of total  revenue,  general  and  administrative  costs
increased to 9.7% of total revenue for the six months ended June 30, 2000,  from
8.4% of total  revenue  for the six months  ended June 30,  1999.  The  increase
resulted  from fully  expensing  start-up  costs for the new  Midwest  and South
Pacific  regions and the new sales offices opened during the first six months of
2000.

Provision for doubtful accounts and recourse  liability  increased 26.9% to $9.9
million for the six months  ended June 30,  2000,  from $7.8 million for the six
months ended June 30, 1999.  As a percentage of Vacation  Credit and  Fractional
Interest  sales,  the provision was 7.4% of Vacation  Credit sales for the first
six  months of 2000  versus  6.9% for the  comparable  period  last  year.  This
increase was the result of a higher mix of sales in newer  regions with expected
default rates higher than the Company's historical experience.

The Company maintains an allowance for doubtful accounts in respect to the Notes
Receivable  owned by the Company and an  allowance  for  recourse  liability  in
respect  to the  Notes  Receivable  that  have  been  sold by the  Company.  The
aggregate  amount of these  allowances at June 30, 2000,  and December 31, 1999,
were $33.9 million and $29.1 million,  respectively,  representing approximately
7.7% and 7.5%, respectively, of the total portfolio of Notes Receivable at those
dates,  including the Notes  Receivable  that had been sold by the Company.  The
growth in the allowance as a percentage of the total  portfolio is  attributable
to the mix of sales in newer regions with expected default rates higher than the
Company's historical experience. No assurance can be given that these allowances
will be adequate,  and if the amount of the Notes Receivable that are ultimately

                                       13

<PAGE>

written off materially exceed the related  allowances,  the Company's  business,
results of operations  and  financial  condition  could be materially  adversely
affected.

The Company estimates its allowance for doubtful accounts and recourse liability
by  analysis  of bad  debts  by each  sales  site  by  year  of Note  Receivable
origination.  The Company uses this  historical  analysis,  in conjunction  with
other  factors  such  as  local  economic  conditions  and  industry  trends  in
estimating  the  allowance  for doubtful  accounts and recourse  liability.  The
Company  also  utilizes  experience  factors  of  more  mature  sales  sites  in
establishing  the  allowance  for bad debts at new sales  offices.  The  Company
generally  charges  off all  receivables  when they become 180 days past due and
returns the credits  associated with such charge-offs to inventory.  At June 30,
2000, and December 31, 1999, 1.69% and 1.91% of the Company's total  receivables
portfolio of $438.4 million and $389.9 million, respectively,  were more than 60
days past due.

                         LIQUIDITY AND CAPITAL RESOURCES

The  Company  generates  cash from  operations  from down  payments  on sales of
Vacation  Credits and  Fractional  Interests  which are financed,  cash sales of
Vacation  Credits and  Fractional  Interests,  principal  and  interest on Notes
Receivable,  and  proceeds  from sales and  borrowings  collateralized  by Notes
Receivable. The Company also generates cash on the interest differential between
the interest  charged on the Notes  Receivable  and the  interest  paid on loans
collateralized by Notes Receivable.

During the six months  ended June 30, 2000 and 1999,  cash (used in) provided by
operating activities was $(15.5) million and $13.2 million,  respectively.  Cash
used in operating activities increased principally due to the increased issuance
of Notes Receivable,  increased expenditures for inventory, and the cash payment
to Parent for the  MountainStar  development.  For the first six months of 2000,
cash used in operating  activities was principally for the issuance and purchase
of Notes  Receivable  of $121.2  million to finance  the  purchase  of  Vacation
Credits by Owners,  an increase in inventory of $21.9  million due to additional
construction in progress to meet increasing sales demand, and the acquisition of
the  MountainStar  development  of $25.0  million.  Cash  provided by  operating
activities  resulted  primarily from sales and repayments of Notes Receivable of
$122.4  million and net income of $20.6  million.  For the six months ended June
30, 1999, cash used in operating activities was principally for the issuance and
purchase  of Notes  Receivable  of $100.1  million to finance  the  purchase  of
Vacation Credits and Fractional  Interests by Owners. Cash provided by operating
activities resulted primarily from the sale and repayment of Notes Receivable of
$88.0 million and net income of $17.7 million.

Net cash (used in)  provided by  investing  activities  for the six months ended
June 30, 2000 and 1999, was $(3.0) million and $.2 million,  respectively.  Cash
used in investing  activities  for the six months  ended June 30, 2000,  of $3.0
million was the result of purchases of  furniture  and  equipment to support the
Company's growth. Cash provided by investing activities for the first six months
of 1999 was the result of $4.4 million in proceeds from the sale of the Bellevue
Corporate  building.  Cash used for the same period in 1999 of $4.2  million was
the result of final  retention  payments on the new Corporate  headquarters  and
furniture and equipment related to the new building.

Net cash  provided by (used in)  financing  activities  for the six months ended
June 30, 2000 and 1999, was $16.8 million and ($13.5) million, respectively. For
the six months ended June 30, 2000,  cash provided by financing  activities  was
principally the result of increased  borrowings under the Company's Bank line of
credit and other of $20.4 million.  For the same period,  cash used in financing
activity was  principally  the result of a decrease in Due to the Parent and the
repurchase  of common  stock of the  company.  For the six months ended June 30,
1999,  cash used in financing  activities was principally the result of payments
on the Bank line of credit and other of $6.3  million  and a decrease  in Due to
the Parent of $5.7 million.

The Company has a $30.0 million  unsecured  revolving credit  agreement  (Credit
Agreement) with a group of banks. The credit  agreement  provides for borrowings
at the  reference  rate as announced by Bank of America,  NT&SA or at LIBOR plus
100 basis points and a commitment  fee to the banks of 30 basis points per annum
on the total unused  amount of the  commitment.  Availability  under the line of

                                       14

<PAGE>

credit is subject to a  borrowing  base which is a  percentage  of  unencumbered
Notes Receivable and inventory,  including property under development. Under the
terms of the Credit  Agreement,  the Company is  required  to  maintain  certain
interest coverage ratios and capitalization  ratios and also imposes limitations
on certain liens and carrying  amounts of inventory.  Borrowings  outstanding at
June 30, 2000 and  December 31, 1999 were  $21,000 and $3,900  respectively,  at
weighted average interest rates of 8.12% and 8.50%, respectively. The borrowings
at June 30, 2000, were comprised mainly of LIBOR-rate borrowings.

The Company recently  completed a three-year,  $60 million  unsecured  revolving
credit  agreement  (Agreement) with a group of banks agented by KeyBank National
Association  (KeyBank).  The Agreement  also allows for borrowings in Australian
dollars up to a maximum of $15 million US dollar equivalent.

The Agreement provides for borrowings at either a reference rate as announced by
KeyBank or at LIBOR rates plus the applicable margin for the level of borrowings
outstanding. Available borrowings under the Agreement are subject to a borrowing
base which is a percentage of Notes Receivable and inventory, including property
under  development.  The Credit Agreement will replace the $30 million revolving
credit agreement agented by Bank of America. The borrowings under this agreement
will  be  used  to  fund  the  MountainStar   development,   resort  development
activities, and general corporate purposes.

The Company has a $10  million  open line of credit with the Parent  which bears
interest  at prime plus 1%  (currently  10.5%) per annum.  The line of credit is
payable  on  demand.  As of June 30,  2000,  there was $.5  million  outstanding
indebtedness  to the Parent.  The Company may advance excess funds to the Parent
at prime minus 2%  (currently  7.5%) per annum.  At June 30, 2000,  there was no
Receivable  from Parent.  As part of the  consideration  for the  acquisition of
MountainStar  development,  the Company  extinguished a $4.9 million  Receivable
from Parent.

In addition, in June 2000 the Company issued a note payable to the Parent in the
amount of $17.7 million for the purchase of the  MountainStar  development  (see
Note 8 to the condensed consolidated  financial statements).  The note carries a
9% interest rate,  with quarterly  interest  payments due starting  September 1,
2000.  The first of eight  quarterly  principal  payments of $2.2 million is due
September 1, 2001. The MountainStar development includes the 6,200 acre site for
the proposed MountainStar Resort and land designated as an urban growth area for
the City of Cle Elum,  Washington.  The  property  is in the final  phase of the
entitlement  process.  The conceptual  master plan for the  MountainStar  Resort
includes two 18-hole golf courses,  hotel and conference  facilities,  a spa and
fitness center,  vacation homes and vacation condominiums.  The Company does not
expect a  significant  earnings  impact from  MountainStar  until  2001,  as all
development costs are anticipated to be capitalized for the foreseeable future.

For the remainder of 2000, the Company anticipates spending  approximately $94.1
million  for  acquisitions  and  development  of new resort  properties  and for
expansion  and  development   activities.   The  Company  plans  to  fund  these
expenditures  with cash generated from operations,  including  further sales and
securitizations  of Notes  Receivable and  borrowings  under the new $60 million
revolving credit agreement. 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. The Company believes
that, with respect to its current operations, cash generated from operations and
future  borrowings  available under existing  agreements,  will be sufficient to
meet the Company's working capital and capital expenditure needs through the end
of 2000.

WorldMark  maintains a replacement  reserve for the  WorldMark  Resorts which is
funded from the annual  assessments of the Owners.  At June 30, 2000, the amount
of such reserve was  approximately  $14.1 million.  The  replacement  reserve is
utilized  to  refurbish  and  replace  the  interiors  and  furnishings  of  the
condominium  units and to maintain the  exteriors  and common areas in WorldMark
Resorts in which all units are owned by WorldMark. The Company may advance funds
to WorldMark from time to time.

Since completed units at various resort  properties are acquired or developed in
advance and a significant  portion of the purchase price of Vacation  Credits is
financed  by the  Company,  the Company  continually  needs funds to acquire and
develop  property,  to carry Notes  Receivable  contracts and to provide working
capital.  The Company has  historically  secured  additional  funds  through its
revolving  credit  facility,  loans  from  the  Parent  and the  sale  of  Notes
Receivable through the Finance  Subsidiaries.  See "Risk Factors - Dependence on
Acquisitions of Additional Resort Units for Growth; Need for Additional Capital"
of the Company's 1999 Form 10-K.

                                       15

<PAGE>

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

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to interest  rate  changes  primarily  as a result of its
financing  of  timeshare  purchases,   the  sale  and  securitization  of  notes
receivable and borrowing under revolving lines of credit. The Company's 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 its
objectives,  the Company borrows funds,  sells or securitizes  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 its
interest  rate risk on a  related  financial  instrument.  The  Company  is also
subject to foreign currency exchange rate risk when developing resort properties
denominated  in a  foreign  currency.  As the  Company  expands  its  operations
worldwide,  there will be additional exposure to foreign currency exchange risk.
The  Company  does not  maintain a trading  account  for any class of  financial
instrument, it does not purchase high risk derivative instruments, and it is not
directly  subject to commodity price risk.  Other than commencing  operations in
the South Pacific, there have been no material changes to the Company's exposure
to market risk since December 31, 1999.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
         Incorporated by reference.  See Note 10 of "Notes to Condensed Consoli-
         dated 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

         Trendwest   Resorts,   Inc.   (Company)  held  its  Annual  Meeting  of
         Shareholders on June 8, 2000. The matters voted upon at the meeting and
         the votes cast with respect thereto were as follows:

1.       Election of Directors:
<TABLE>
<CAPTION>
                            Nominee:             Number of shares     Number of shares     Number of shares
                                                    voted FOR           voted AGAINST          Withheld
                   --------------------------- --------------------- -------------------- --------------------
<S>                                            <C>                   <C>                  <C>
                   William F. Peare                 16,665,975                5,250                   --
                   Harry L. Demorest                16,665,975                5,250                   --
</TABLE>

2.       Proposal to Ratify the selection of KPMG LLP as independent auditors of
         the Company for the 2000 fiscal year:

                     Number of shares     Number of shares     Number of shares
                        voted FOR           voted AGAINST          Withheld
                   --------------------- -------------------- ------------------
                   --------------------- -------------------- ------------------
                        16,668,065                1,310                1,850

Item 5 - Other Information
                  None.

                                       16

<PAGE>

Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits
         2.1      Restated Articles of Incorporation (1)
         2.2      Restated Bylaws (1)
         11       Statement re:  Computation of  Earnings per share - See note 5
                  of "Notes to Condensed Consolidated Financial Statements".
         27       Financial Data Schedule

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

(b)      Reports on Form 8-K
         FORM 8-K dated June 12, 2000 on Item 2:  Acquisition  or Disposition of
         Assets,  relating to agreement  with majority  shareholder  JELD-WEN to
         acquire  the  JELD-WEN  property  located in Upper  Kittitas  County in
         Washington State (site of future MountainStar Resort).

                                       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:      August 14, 2000               /s/ WILLIAM F. PEARE
           -------------------           --------------------------------------
                                         William F. Peare
                                         President, Chief Executive Officer and
                                         Director (Principal Executive Officer)


Date:      August 14, 2000               /s/ TIMOTHY P. O'NEIL
           -------------------           --------------------------------------
                                         Timothy P. O'Neil
                                         Vice President, Chief Financial Officer
                                         And Treasurer
                                         (Principal Financial Officer)

                                       18