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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ----------------
                                   FORM 10-K

     (Mark One)
[X]  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ] TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                         For the transition period to

                        Commission file number 1-14115

                        RESORTQUEST INTERNATIONAL, INC.


                 DELAWARE                                   62-1750352
       (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or organization)                  Identification Number)
           530 OAK COURT DRIVE
              SUITE 360
             MEMPHIS, TN                                        38117
 (Address of principal executive offices)                     (Zip Code)

                                 (901) 762-0600
               (Registrant's telephone number including area code)

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

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                                         NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS              ON WHICH REGISTERED
         -------------------             ---------------------
      Common Stock, $.01 par value      New York Stock Exchange


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           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.
                                      NONE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes [X]    No [ ]

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

<PAGE>


     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant computed by reference to the closing price at which the stock was
sold as of March 23, 1999 was approximately $170,630,460.

     The number of shares  outstanding  of each of the  registrant's  classes of
common stock as of March 23, 1999 was 17,188,804  shares of common stock, all of
one class.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the 1998 Annual Report                      Parts I, II and IV
  to Shareholders                                     
Portions  of  the  Proxy  Statement                       Parts I, III and IV
 for the 1999 Annual Meeting of Shareholders

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                     <C>
PART I  ..............................................................................     1
ITEM 1.  Business ....................................................................     1

         General .....................................................................     1
         Industry Overview ...........................................................     2
         Business Strategy ...........................................................     4
         Growth Strategy .............................................................     5
         Markets .....................................................................     7
         Services Offered ............................................................     8
         Marketing ...................................................................    10
         Technology ..................................................................    11
         Year 2000 Compliance.........................................................    12
         Competition .................................................................    13
         Employees ...................................................................    13
         Factors That May Affect Future Results ......................................    14
         Government Regulation .......................................................    21
ITEM 2.  Properties ..................................................................    24
ITEM 3.  Legal Proceedings ...........................................................    24
ITEM 4.  Submission of Matters to a Vote .............................................    24
         Executive Officers of the Company ...........................................    24
PART II  .............................................................................    26
ITEM 5.  Market for the Company's Common Equity and Related Stockholder
         Matters .....................................................................    26
ITEM 6.  Selected Financial Data .....................................................    27
ITEM 7.  Management's Discussion and Analysis of Financial Condition and Result of
         Operations ..................................................................    27
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk ..................    27
ITEM 8.  Financial Statements and Supplementary Data .................................    28
ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure ........................................................    28

<PAGE>

PART III .............................................................................    28
ITEM 10. Directors and Executive Officers of the Company .............................    28
ITEM 11. Executive Compensation ......................................................    28
ITEM 12. Security Ownership of Certain Beneficial Owners and Management ..............    28
ITEM 13. Certain Relationships and Related Transactions ..............................    28
PART IV  .............................................................................    29
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Forms 8-K ............    29
         14(a)(1) Financial Statements ...............................................    29
         14(a)(2) Financial Statement Schedules ......................................    30
         14(a)(3) Exhibits ...........................................................    30
         14(b) Reports on Form 8-K ...................................................    37

</TABLE>

<PAGE>

                                     PART I


ITEM 1. BUSINESS

GENERAL

     ResortQuest   International,   Inc.  is  a  leading  provider  of  vacation
condominium  and home  rentals in premier  destination  resorts  throughout  the
United States. Through the consolidation of leading vacation rental and property
management  companies,  the  development  of  a  national  brand  and  marketing
initiative and best practices management systems, the Company offers vacationers
through its operating subsidiaries (the "Operating Companies") a branded network
of high quality, fully furnished,  privately-owned condominium and home rentals.
ResortQuest  offers  property owners superior  management  services  designed to
enhance their rental income.

     Most  vacationers  seeking  to rent a  condominium  or  home  at a  popular
destination resort must use a local vacation rental and property management firm
to inquire about availability and make reservations.  Vacationers typically make
rental choices with limited information and, as a result, face great uncertainty
concerning  the quality of their  rental.  To address this need,  the Company in
November  1998,   established  quality  standards  and  segmented  most  of  its
approximately  14,400  vacation homes and  condominiums  into five levels (Quest
Home, Platinum,  Gold, Silver and Bronze). In January 1999, ResortQuest launched
resortquest.com,  a  comprehensive  web site that  enables  consumers  to search
through all of the ResortQuest vacation home and condominium rentals,  including
photographs and detailed floor plans, and to make reservations directly on-line.

     The Company  commenced  operations on May 26, 1998,  concurrently  with its
initial public offering and the  acquisitions of 12 leading  vacation rental and
property  management  companies and the industry's leading  management  software
company ("the Founding  Companies").  Since that time,  ResortQuest has acquired
ten additional vacation rental and property management  companies,  five in 1998
and  five  in  1999.  The  Company   currently  manages   approximately   14,400
condominiums  and homes at 29  premier  destination  resorts  nationwide  and in
Canada. These resort locations include Gulf Shores, AL; Scottsdale/Phoenix,  AZ;
Palm Desert, CA; Aspen,  Breckenridge,  Dillon and Telluride, CO; Bethany Beach,
DE; Captiva Island,  Destin, Ft. Walton Beach and Sanibel Island, FL; St. Simons
Island, GA; Hawaii,  Maui, Oahu, and Kauai, HI; Nantucket,  MA; Big Sky, MT; the
Outer Banks of North Carolina;  Sunriver, OR; Hilton Head Island, SC; Park City,
UT;  and  Whistler,  British  Columbia.  The  Company  also  manages  11  hotels
aggregating  approximately  1,700 hotel rooms located  primarily in the Hawaiian
Islands.

     ResortQuest  provides  a wide range of  services  to both  vacationers  and
property  owners.  Because of the  variety  of the  Company's  resort  locations
throughout  the United  States and Canada  and the  diversity  of rental  prices
throughout  its rental  pool,  the  Company  is able to target a broad  range of
vacationers,  including families, couples and individuals.  For vacationers, the
Company  offers the  convenience  and  accommodations  of a condominium or home,
while  providing  many  of the  amenities  and  services  of a  hotel.  Vacation
condominium and home rentals  generally offer greater space and convenience than
resort hotel rooms, including separate  

                                       1
<PAGE>



living,  sleeping and eating quarters.  As a result,  vacationers generally have
more privacy and greater  flexibility  in a vacation  condominium  or home.  The
Company  typically  offers  suchservices  as convenient  check-in and check-out,
frequent  housekeeping  and cleaning and emergency  maintenance  assistance.  In
addition,   in  most  of  its   markets,   the  Company   provides   specialized
concierge-type  services such as arranging  golf tee times,  purchasing ski lift
tickets and making  restaurant  reservations.  For property owners,  the Company
offers a comprehensive set of services, including marketing and rental services,
maintenance  and security.  For owners  desiring to sell their  vacation home or
condominium,  ResortQuest  offers  traditional real estate brokerage services at
many of its resort locations.  Owners of vacation homes and condominiums managed
by the Company also may participate in QuestClub,  an exclusive  travel benefits
program for homeowners initiated in December 1998.

The  Company's  primary  source of revenue is property  rental  fees,  which are
charged to the property owners as a percentage of the vacationers'  total rental
rate.  Fee   percentages  for  vacation   condominiums   and  homes  range  from
approximately  3% to over 40% of rental rates  depending on the type of services
provided to the  property  owner and the type of rental unit  managed.  On a pro
forma basis for the year ended December 31, 1998, the "1998 Operating Companies"
(consisting  of  the  "Founding   Companies"  (Aston  Hotels  &  Resorts;   Maui
Condominium and Home; Brindley and Brindley;  Coastal Resorts; The Maury People;
Trupp-Hodnett Enterprises;  Collection of Fine Properties;  Houston and O'Leary;
Resort Property Management;  Telluride Resort  Accommodations;  Whistler Chalets
and First Resort  Software) and the "1998 Acquired  Companies"  (Abbott Resorts;
Plantation  Resort;   Whistler  Exclusive  Properties;   Goldpoint  Lodging  and
Columbine Management)), generated total revenues of approximately $69.4 million,
which  includes  $35.3  million of revenues  from  property  rental fees and net
income of $6.4  million.  In addition,  in many  markets,  the Company  provides
traditional real estate  brokerage  services for property owners seeking to sell
their  condominiums  and homes.  The Company  believes that a national brand and
superior  management  services,  which are designed to enhance rental income for
property  owners,  will provide it with a  competitive  advantage in  attracting
additional high quality condominiums and homes in its markets.

INDUSTRY OVERVIEW

     Destination  resort  vacationers  primarily  have  three  alternatives  for
overnight accommodations:  commercial lodging establishments, time share resorts
and privately owned vacation condominiums and homes. Commercial lodging consists
principally  of hotels  and  motels  in which a room is  rented on a nightly  or
weekly  basis.  Vacation  ownership or timeshare  interests are purchased by the
vacationer and typically entitle the buyer to use a furnished vacation residence
at a particular resort generally for a one-week period each year, in perpetuity.
Lastly,  privately-owned  vacation  condominiums  and homes are typically second
homes  available for rent by property  owners seeking  incremental  income.  The
total market for vacation  condominium,  home and apartment  rentals,  which are
marketed predominantly by vacation rental and property management companies, was
over $10  billion  in  1996,  representing  over 20  million  vacation  property
rentals.  Rental revenues grew 8.7% from 1995 to 1996, and the Company  believes
that this  growth  has been,  and will  continue  to be,  driven by two  primary
factors:  the overall growth in the leisure travel and tourism  industry,  which
reflected  a 16.1% 

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<PAGE>

increase in revenues from 1995 to 1997 and the increasing  number of vacationers
seeking to rent vacation condominiums and homes.

     For many vacationers, particularly those with families, a lengthy stay at a
quality commercial lodging establishment can be expensive.  Vacation condominium
and home rentals  generally offer families  greater space and convenience than a
resort hotel room, including separate living, sleeping and eating quarters. As a
result,  families  generally  have more  privacy  and greater  flexibility  in a
vacation condominium or home. Furthermore,  with full kitchens available in most
properties,  vacationers can also save on dining costs in a vacation condominium
or home rental. In addition,  vacation  condominium and home rentals  frequently
include  access to  private  yards,  swimming  pools,  tennis  courts  and other
recreational  facilities,  and generally  offer a greater  variety of locations,
accommodations and price ranges within a market to meet a vacationer's desires.

     Vacation  property  rentals  are also a less  expensive  and more  flexible
alternative to timeshare interests.  Unlike vacation property rentals, timeshare
interests require the purchase of an ownership  interest in a vacation residence
and continuing annual maintenance  payments.  A timeshare owner has the right to
use the same vacation  residence for the same length of time each year.  Subject
to availability and the payment of a membership fee and a variable  exchange fee
to join a timeshare  exchange  program,  a timeshare  owner may request that his
timeshare   interval  be   exchanged   for  a  timeshare   interval  at  another
participating  resort.  Owners are generally  limited to timeshare  intervals at
participating  resorts and to those  units which have been  assigned an equal or
lower rating by the exchange program based on the location,  size and quality of
the unit, the quality of the resort and the time of year requested.

     Most vacation  condominiums and homes are second homes owned by individuals
who reside in  different  locations  and are unable to easily  manage the rental
process. Vacation rental and property management companies facilitate the rental
process by  handling  all  interaction  with  vacationers,  including  accepting
reservations,  rental  payments and security  deposits;  operating  check-in and
check-out  locations;  and arranging for inspections,  security and maintenance.
The publishing of catalogs,  print advertising and other marketing activities of
a successful  vacation rental and property  management  company also can enhance
the vacation  condominium or home's occupancy rate and increase rental income to
the property owner.

     The vacation rental and property  management industry is highly fragmented,
with an estimated 3,000 vacation rental and property management companies in the
United States.  Most vacation rental  condominiums  and homes are managed by and
booked  through  local  vacation  rental and property  management  firms,  whose
principal  means of attracting  property owners and vacationers are by referral,
word  of  mouth,   limited  local   advertising  and  direct  mailings.   Before
ResortQuest, there was no central reservations service for vacationers or travel
agents  to  obtain  information   regarding  most  condominium  or  home  rental
opportunities at popular  destination  resorts across the country or for booking
such rentals once a destination was selected.  The Company believes the vacation
rental and property  management  industry is highly  inefficient  and presents a
significant  market  opportunity  for  a  well-capitalized  company  offering  a
national network of high quality  vacation  condominiums and homes with superior
levels of customer service.


                                       3
<PAGE>

BUSINESS STRATEGY

     The Company's objective is to enhance its position as a leading provider of
premier  destination  resort  condominium  and  home  rentals  by  pursuing  the
following business strategies:

     Develop a National Brand in Premier Destination Resort Condominium and Home
Rentals.  Prior to  ResortQuest,  there has been no national  brand for vacation
condominium  and home rentals,  no industry  standards for quality and a general
lack of  access to  reliable  information  regarding  rental  opportunities  for
vacationers.  By providing an extensive network of high quality condominiums and
homes in premier  destination  resorts throughout the United States, the Company
has increased the  information  available to  vacationers  and developed a brand
which provides greater confidence and ease to vacationers in making their rental
arrangements.  In order to ensure high quality,  the Company on November 1, 1998
implemented a comprehensive quality assurance program to assure vacationers that
rental  accommodations  will meet  their  expectations.  As part of its  quality
assurance initiative,  ResortQuest has established a basic set of criteria based
on quality,  appearance,  and amenity  standards and has categorized most of the
ResortQuest rental homes and condominiums on five levels.

     Offer  Vacationers  Superior  Customer  Service.  Management  believes that
maintaining  superior  levels of customer  service is critical to  developing  a
reputation for high quality condominiums and homes and attracting new customers.
Vacationers typically rent vacation condominiums and homes for greater space and
flexibility,  but these customers also  frequently  desire many of the amenities
and  services  of hotel  accommodations.  As a result,  the  Company  emphasizes
customer service by offering conveniently located check-in locations,  efficient
check-in and check-out  procedures,  extended  front desk hours, a commitment to
clean units and access to  emergency  contact  and  maintenance  personnel.  The
Company also strives to offer  maximum  flexibility  to meet the varied needs of
its  vacationers  and in most markets can arrange for services  such as golf tee
times,  rental  bicycles,  ski lift  tickets,  grocery  delivery  or  restaurant
reservations. By offering the convenience and accommodations of a condominium or
home while providing many of the amenities and services of a hotel,  the Company
believes it will  continue to strengthen  the loyalty of its existing  customers
and  attract  new  vacationers  into the  vacation  condominium  and home rental
market.

     Enhance Value for Condominium and Home Owners.  Through effective  national
marketing,  a recognized  brand and  implementation  of  strategies  designed to
increase  occupancy  and rental  rates,  the Company plans to enhance the rental
income for vacation  condominium and home owners. Since substantially all of the
condominiums  and homes  managed by the Company are second  homes with  absentee
owners,  the Company offers a range of high quality vacation rental and property
management  services  designed  to meet the  broad  real  estate  needs of these
owners. In most markets,  the Company will assume broad  responsibility  for the
condominium or home, from marketing and handling all aspects involved in renting
the  individual  condominium  or home to  managing  the  common  properties  and
homeowners' association.  In addition, the Company provides owners with concise,
timely  and  accurate  monthly  statements  and  payments  for  the  rental  and
management  of their  condominiums  and homes.  The  Company  believes  that its
reputation  for high quality,  comprehensive  management  services will be a key
competitive  




                                       4
<PAGE>



advantage  in  increasing  the  number  of  condominiums  and  homes  under  its
management within its existing markets.

     Capitalize on the  Experience of Senior  Management.  The Company's  senior
management  team has a proven track record of building and operating  successful
brands, and breadth of experience to effectively execute ResortQuest's  business
plan.  David C. Sullivan,  Chairman and Chief Executive  Officer,  is the former
Chief Operating  Officer of Promus Hotel  Corporation,  where he was responsible
for  developing,  expanding  and managing the Hampton Inn,  Homewood  Suites and
Embassy  Suites hotel brands -- all leaders in their market  segments.  David L.
Levine, President and Chief Operating Officer, is the former President and Chief
Operating  Officer of Equity Inns, Inc., a leading real estate  investment trust
specializing  in hotel  acquisitions.  Concurrently  he served as President  and
Chief  Operating  Officer of Trust  Management,  Inc. which operated Equity Inns
properties.  Jeffery M. Jarvis, Senior Vice President,  Chief Financial Officer,
has over 20 years of related  finance and accounting  experience.  Mr. Jarvis is
the former Vice President, Controller of Promus Hotel Corporation and spent over
12 years with Arthur Andersen LLP. The Company's mergers and acquisitions effort
is lead by W.  Michael  Murphy,  Senior  Vice  President  and Chief  Development
Officer.  Mr. Murphy has been involved with real estate  acquisition  businesses
and the hospitality  industry for more than 25 years.  The Company's Senior Vice
President and General  Counsel,  John K. Lines is the former General Counsel and
Secretary of Insignia  Financial  Group,  Inc., a fully  integrated  real estate
services company.  The Company's  marketing  strategy is led by Jules S. Sowder,
Senior Vice President and Chief Marketing Officer. Ms. Sowder is the former Vice
President,  Marketing  for  Promus  Hotel  Corporation,  where  she had  overall
responsibility for marketing the Hampton Inn, Homewood Suites and Embassy Suites
hotel brands. The Company's Senior Vice President and Chief Information Officer,
Frederick L. Farmer,  has more than 20 years of  experience  working for Fortune
500 companies.  He most recently spent 12 years with Marriott  International  as
Senior Vice  President,  Internet and Desktop  Services and was  responsible for
positioning the company for Internet commerce.

     Maintain Local  Relationships  and Expertise.  The management  teams of the
Operating  Companies each have extensive  experience in their respective  resort
areas, and many of the individuals are very active in the local  community.  The
Company  believes that the  management  teams have a valuable  understanding  of
their  respective  markets  and  businesses  and  have  developed  strong  local
relationships.   These  relationships  are  critical  in  attracting  additional
condominiums  and homes for rental and enable the Company to provide  additional
concierge-type services to its vacationers.  Accordingly, the Company intends to
operate with a  decentralized  management  strategy and allow local  managers to
utilize their knowledge and expertise about the condominiums and homes available
for rent, the offerings of local  competitors  and the desires of vacationers in
their areas to provide superior customer service.

GROWTH STRATEGY

     The  Company  intends to enhance  its  position  as a leading  provider  of
vacation condominium and home rentals in premier destination resorts by pursuing
the following growth strategies:



                                       5
<PAGE>

     Implement a National  Marketing  Strategy.  The Company has  implemented  a
multi-faceted   national  marketing  program  designed  to  increase  vacationer
awareness  of its  rental  condominiums  and homes and  establish  a  nationally
recognized   high  quality   name  and  image,   while   promoting   the  unique
characteristics of its individual resorts. This multi-faceted  marketing program
targets consumers and the travel trade through high-profile advertising,  direct
mail, e-mail marketing,  public relations and promotional programs. In addition,
the  Company  markets to  existing  customers  to  capitalize  on  cross-selling
opportunities   and  increase   customer  loyalty  offering   customers  similar
properties  and  services  in  its  other  resorts.  The  Company  believes  the
integrated  marketing efforts of the Operating  Companies will increase customer
awareness of the Company's  condominiums and homes,  lead to an increased demand
for the  Company's  rentals and result in higher  occupancy and rental rates for
its condominium and home owners.  The Company also believes that the anticipated
increase in rental income for owners will ultimately be a competitive  advantage
in attracting new property owners.

     Capitalize on Technology. Management believes that investment in technology
will be critical in building  its national  brand and will create a  significant
competitive  advantage.  In January 1999, the Company launched  resortquest.com,
one  of  the  most   comprehensive   web   sites  in  the   vacation   industry.
resortquest.com  enables  consumers  to  search  through  all of  the  Company's
vacation home and condominium rentals,  including photographs and detailed floor
plans, and to make reservations  directly  on-line.  In addition to facilitating
the ability to provide one-stop shopping, the Company intends to utilize further
the  expertise  of  First  Resort  Software,  a  Founding  Company,  to link the
Operating  Companies'  and  future  acquired  companies'  databases  in order to
enhance its cross-selling and direct marketing efforts.

     Increased  Use  of  Additional  Marketing  Channels.   Historically,   most
vacationers  have located  vacation  condominiums  and homes through  referrals,
word-of-mouth,  limited  local  advertising  and direct  mailings.  The  Company
believes  there are  significant  opportunities  to expand the use of additional
marketing  channels.  The Company intends to capitalize on its extensive  market
presence by  increasing  the use of other  marketing  channels such as the world
wide web, travel agents and national print media,  which are difficult for local
vacation  rental and property  management  companies to use in a  cost-effective
manner.  Given the Company's size and presence in premier  destination  resorts,
the Company  believes it will be an attractive  partner to travel  agents,  tour
package operators and other travel providers.  These  relationships  should be a
significant  source of new  customers  and,  in  particular,  will be a valuable
marketing  channel for  off-peak  seasons.  Lastly,  the Company  plans to focus
greater marketing efforts on European and other international  travelers through
a more extensive use of international print media, wholesalers and packaged tour
companies.

     Expand Market Share of Condominium and Home Rentals in Existing Markets.  A
key element of the  Company's  growth  strategy is to increase its  selection of
condominiums  and homes in order to expand its market share and  strengthen  the
local brands of each of the Operating Companies.  The Company intends to attract
new property owners by achieving high occupancy rates through effective national
marketing,  cross-selling  and by  offering  additional  incentives  to property
owners, such as QuestClub,  the Company's new travel benefits program for owners
of properties managed by ResortQuest.  In addition, in order to capture a higher
portion of the rental  business from new  condominiums  and homes being built in
its  markets,   the  




                                       6
<PAGE>


Company will focus on building and  strengthening  its  relationships  with both
local and national developers as well as real estate brokerage companies.

     Pursue  Opportunities  for Profit  Margin  Expansion  via Cost  Savings and
Additional Revenue Sources.  Through the  implementation of best practices,  the
Company believes there are numerous  opportunities to improve the margins of the
Operating Companies. First, the Company will strive to improve the efficiency of
certain  basic  services such as  reservations,  housekeeping  and laundry.  The
Company also believes that larger  inventories of condominiums  and homes in its
markets  will  provide  certain  economies  of  scale in  advertising,  check-in
locations, management,  housekeeping and other services. In addition, several of
the Operating Companies have developed unique additional revenue  opportunities,
such as assisting  property owners in refurbishing  their  properties,  offering
trip  cancellation  insurance  and  charging  fees  for  certain  concierge-type
services,  several of which are  adaptable  at other  Operating  Companies.  The
Company  believes  that enhanced  efficiency  and economies of scale will reduce
overall  operating costs and allow the Company to achieve  increased  margins by
spreading operating and corporate overhead costs over a larger revenue base. For
example,  the Company has achieved  savings through  company-wide  contracts for
long distance telephone service, credit card fees and insurance.

     Build National Market Presence Through Strategic Acquisitions. The vacation
rental and property management industry continues to be highly fragmented,  with
over 3,000 geographically  dispersed companies in the United States. The Company
believes  that  such  fragmentation   provides  significant   opportunities  for
consolidation.  The Company has implemented an aggressive acquisition program to
gain a presence in additional premier destination resort locations as well as to
expand  its market  share in  existing  resorts.  Since the  acquisition  of the
thirteen Founding Companies in May 1998, ResortQuest has acquired ten additional
vacation rental and property management companies. The Company continues to seek
companies with strong reputations and a commitment to high quality  condominiums
and homes and customer service.

     While the Company  will seek to acquire the leading  companies  in each new
market, the Company also plans to pursue tuck-in  acquisitions  through which it
can expand its  selection of  condominiums  and homes  available for rent in its
existing markets.  Many acquisition  candidates utilize First Resort's software,
which the Company  believes will enhance its ability to integrate such companies
upon acquisition.

     The Company offers acquisition candidates:  (i) affiliation with a national
brand;  (ii) the ability to cross-sell to customers of other vacation rental and
property  management  companies;  (iii) the ability to increase  liquidity  as a
result of the Company's  financial  strength as a public  company;  and (iv) the
ability to increase profitability as a result of the Company's centralization of
certain administrative functions and other economies of scale.

MARKETS

     The Company currently manages  condominiums and homes in 29 premier island,
beach,  mountain  and  desert  resorts  in the United  States  and  Canada.  The
following  table sets forth the 



                                       7
<PAGE>



resort  locations at which the Company  manages  vacation  home and  condominium
properties and the number of properties managed at each resort.

<TABLE>
<CAPTION>

<S>                                                                   <C>
      
       BEACH RESORTS
       Gulf Shores, Alabama .........................................     384
       Bethany Beach, Delaware ......................................     626
       The Beaches of South Walton,
        Captiva Island, Destin, Ft. Myers,
        Okalossa Island and
        Sanibel Island, Florida .....................................   3,139
        St. Simons Island, Georgia ..................................     404
        Nantucket, Massachusetts ....................................   1,200
        The Outer Banks, North Carolina .............................     456
        Hilton Head Island, South Carolina ..........................     343

        DESERT RESORTS
        Scottsdale and Phoenix, Arizona .............................     150
        Palm Desert and
         Palm Springs, California ...................................     295

        HAWAIIAN RESORTS
        Hawaii, Kauai, Maui and Oahu, Hawaii ........................   5,124

        MOUNTAIN RESORTS
        Whistler, British Columbia ..................................     465
        Aspen, Breckenridge, Dillon and Telluride, Colorado .........   1,097
        Big Sky, Montana ............................................     207
        Sunriver, Oregon ............................................     162
        The Canyons, Deer Valley
         and Park City, Utah ........................................     348
                                                                        -----
        TOTAL(1).....................................................  14,400
                                                                       ======
</TABLE>

---------
(1) Includes nonexclusive  management contracts in Colorado and Massachusetts of
    130 and 1,200 units, respectively.
 
SERVICES OFFERED

     Services  Offered  to  Vacationers.   The  Company  provides   services  to
vacationers  during all stages of the rental  transaction from the selection and
reservation of a condominium or home to the vacationers'  arrival and throughout
their  stay.  To make the  selection  and  reservation  process  as  simple  and
convenient as possible, ResortQuest in January 1999 launched 



                                       8
<PAGE>

resortquest.com,  an online,  interactive web site that provides  consumers with
instant  access to  ResortQuest's  inventory of  approximately  14,400  vacation
rental  properties.  Consumers can check  availability  and rental  rates,  view
extensive  information  about each  property,  including  photographs  and floor
plans,  and  make  reservations  directly  online.   ResortQuest  also  provides
vacationers  with catalogs  containing  color  photographs  and  descriptions of
available condominiums or homes.  Reservations also are taken over ResortQuest's
24-hour toll-free reservations line by agents who are familiar with the specific
condominiums and homes.

     To assure that vacationers' expectations are met by the condominium or home
selected,  ResortQuest  in  November  1998  implemented  quality  standards  and
accommodation categories for each of its vacation rental properties. The Company
has established a basic set of criteria based on quality, appearance and amenity
standards  for each  property.  Each property also has been rated in one of five
levels, Quest Home, Platinum, Gold, Silver and Bronze, based on its furnishings,
soft goods, flooring,  kitchen/appliances,  televisions and stereos,  bathrooms,
decor, and other features such as swimming pools and exercise facilities.

     For the  vacationers'  arrival,  the Company  offers  conveniently  located
check-in and check-out locations, many of which are located on-site at the front
desk of the Company's  condominium  properties.  Off-site check-in locations are
typically  conveniently located and easily accessible in their respective resort
communities. In most destination resort communities,  the Company maintains more
than one conveniently located check-in facility.  During their stay, vacationers
at most locations are offered frequent  cleaning and  housekeeping  services and
access to emergency contact and maintenance  personnel.  In most locations,  the
Company  offers more  specialized  "concierge"  services such as bicycle and ski
equipment rentals, ski lift tickets sales, shuttles to ski areas, golf tee times
and  restaurant  reservations.  The  Company  typically  receives  a fee for the
provision of such services.

     Services  Offered to  Condominium  and Home  Owners.  The Company  provides
condominium  and home owners a wide range of  high-quality  vacation  rental and
property  management  services  by  combining  local  management  expertise  and
attention with the marketing resources of a national brand. In most markets, the
Company  will  assume  complete  responsibility  for  rental  management  of the
condominium or home, including  marketing,  renting and maintaining the specific
property as well as managing the common properties and homeowners' associations.
The Company currently engages in extensive marketing  activities,  including its
interactive  web  site,  resortquest.com,   print  advertising  in  high-profile
nationwide  publications,  and  e-mail  marketing,  as  well as  direct  catalog
mailings to prior and prospective vacationers and direct solicitations of travel
agents,  wholesalers  and package tour  operators.  The Company also handles all
interaction with vacationers,  including  accepting rental payments and security
deposits,  operating  check-in  and  check-out  locations  and  offering  linen,
housekeeping  and other  services.  Property  owners are paid rental income each
month for rental activity in the preceding month and are given a concise, timely
and accurate monthly  statement which details the rental activity and management
of their condominiums and homes.

     Property  maintenance  services are provided by both Company  employees and
third party independent contractors. Services are either regularly scheduled, or
provided on an "as needed" basis,  depending on the service and the location. In
most markets, the Company performs




                                       9
<PAGE>

periodic   inspections  and  makes   recommendations   to  property  owners  for
maintenance,  refurbishment's and renovations  necessary to maintain the quality
of their  condominiums and homes. In several of its destination  resort markets,
the Company provides professional interior design and refurbishment  services to
property  owners to assist with the upkeep and appearance of their  condominiums
and homes. The Company includes routine maintenance services,  such as replacing
light bulbs or broken china, as part of an all inclusive commission structure in
certain  locations.  In other markets,  the Company  collects fees from property
owners for maintenance  services through service and maintenance  agreements and
fee for service arrangements.

     For owners desiring to sell their vacation condominium or home, many of the
Operating   Companies  provide   traditional  real  estate  brokerage  services,
including  listing and  showing the  property.  In 1998,  net real estate  sales
commissions  represented  approximately 12% of pro forma combined revenues.  The
relative  amount  of  such  revenue  varies  by  Operating  Company  but is more
significant in those markets where the Company  primarily  offers  free-standing
homes,  rather  than  condominiums,  such as Aspen and  Nantucket.  The  Company
believes that the provision of real estate brokerage services provides it with a
competitive  advantage in  identifying  and securing  properties  for its rental
management  services  and  allowing  it to meet  all of the  needs  of  vacation
property owners.

     Owners  of  condominiums   and  homes  managed  by  ResortQuest   also  may
participate in QuestClub, a travel benefits program for the Company's homeowners
initiated in December 1998.  QuestClub  members  receive a 70 percent savings on
vacation  home and  condominium  rentals for stays of up to 28 days each year at
other QuestClub member properties.  The availability of QuestClub  privileges is
limited  during  extremely  popular times to preserve the revenue  potential for
each participating homeowner. The QuestClub annual membership fee is $129.

MARKETING

     The  marketing   efforts  of  traditional   vacation  rental  and  property
management companies,  including the Operating Companies,  are primarily through
word of mouth referrals from satisfied  customers (both vacationers and property
owners),  print advertising primarily in local newspapers and regional magazines
and direct mail  solicitations  and catalogs sent to prior customers.  Potential
customers call as a result of a referral or in response to an  advertisement  or
other  promotion  and are  assisted  by  reservation  agents  in  selecting  the
appropriate  vacation  property  and making the  reservation.  Since its initial
public  offering,  ResortQuest  also has  developed  a  multi-faceted,  national
marketing campaign targeting consumers and the travel trade through high-profile
print  advertising,   direct  mail,  e-mail  marketing,   public  relations  and
promotional programs. The Company also markets to travel agents and package tour
operators primarily through  advertisements in trade  publications,  such as the
Hotel and Travel Index,  and attendance at national and regional travel industry
trade shows.  Tour  package  operators  typically  combine  transportation  to a
destination resort with the Company's vacation  condominiums and homes and a car
rental. Tour packages are distributed almost exclusively through travel agents.



                                       10
<PAGE>

     ResortQuest  believes that its most important marketing resource is its web
site,  resortquest.com,  which was launched in January 1999. For the first time,
consumers can visit resort destinations  across North America,  view photographs
and floor plans and make  reservations  directly  on-line.  The Company believes
that a national  marketing  campaign  should increase the  effectiveness  of the
Operating  Companies and companies to be acquired in the future,  and expand the
universe of potential  customers  for each resort  location in which the Company
operates.

     The Company  intends to  capitalize on its  extensive  market  presence and
further  increase  its use of the world  wide web,  travel  agents and the print
media.   The  Company   believes  that  its  extensive   selection  of  vacation
condominiums and homes will make it an attractive partner to travel agents, tour
package operators and other travel providers.  These  relationships  should be a
significant  source of new  customers  and,  in  particular,  will be a valuable
marketing  channel for  off-peak  seasons.  Lastly,  the Company  plans to focus
greater marketing efforts on European and other international  travelers through
a more extensive use of international print media, wholesalers and packaged tour
companies.

TECHNOLOGY

     First Resort Software, one of the Founding Companies, is a leading provider
of integrated management,  reservations and accounting software for the vacation
rental and property management industry. Fourteen of the Operating Companies and
over 700 other  vacation  rental and  property  management  companies  use First
Resort Software's  software programs.  First Resort Software's software programs
were developed to overcome  problems  encountered by rental property managers in
attempting to utilize software programs developed for the hotel industry.  First
Resort Software's basic software allows vacation rental and property  management
companies to automate  and  computerize  their  reservations,  billings,  rental
management  and  accounting  tasks.  Vacation  rental  and  property  management
companies  can  use  the  software  to  generate  current  rates  on  individual
condominiums and homes and call up specific  descriptions of those  condominiums
and homes for  potential  customers.  The  software  also  allows  companies  to
generate   monthly  revenue  reports  for  property  owners  and  to  coordinate
maintenance  and  housekeeping  schedules.  First  Resort  Software  also offers
additional modules and interfaces,  including a work order generator, activities
management  system,  credit card interface and on-line booking interface through
the world wide web.

     The Company  intends to rely  extensively  on the products  and  management
expertise of First  Resort to  implement  its  technology  strategy.  Management
believes that  investment in technology will be critical in building a national,
branded vacation rental and property  management company for premier destination
resorts and will be a  significant  competitive  advantage  in the  future.  The
Company  plans  to  utilize  First  Resort   software  to  implement  a  central
reservations  system with world wide web  functionality to allow  vacationers to
make their rental arrangements at any of the Company's properties.  First Resort
also is developing a JAVA Client/Server based graphical reservations application
that will allow users of its software to completely integrate their reservations
systems with the world wide web, as well as a JAVA  Client/Server  based version
of all of its existing software applications.  First Resort's software also will
allow the Company to quickly link the Operating  Companies' and future  acquired


                                       11
<PAGE>


companies'  databases.  The Company intends to develop  proprietary  data mining
tools in order to enhance its cross-selling and direct marketing efforts.

YEAR 2000 COMPLIANCE

     The vacation property management industry uses a complex suite of software.
The areas of greatest risk of software failure due to Year 2000 problems are:

     o Property Management Systems (guest services and back-office accounting)

     o Reservations/Inventory Management

     o Hardware BIOS (the software that runs "beneath" the operating system)

     o Analysis and/or management reporting tools

     o Embedded control systems (HVAC, elevator controls, etc.)

     ResortQuest is in the process of evaluating  the various  components of its
operating  environment  (personal  computer  workstations and related equipment,
network  servers,  telephone  and data  communication  equipment,  point of sale
devices,  software  applications  (both  third  party and  internally  developed
software)),  and  embedded  technology  such as micro  controllers.  ResortQuest
expects to complete the analysis and implement any corrective  measures in early
1999. The Year 2000 project is not expected to delay or supercede  other planned
IT projects.

     Based upon the  information  gathered to date,  ResortQuest  estimates  the
upper range of the cost of the analysis and subsequent replacement or upgrade of
system components which are not Year 2000 compliant,  is approximately $600,000.
A significant  portion of the total potential  expense  estimate  relates to the
cost   of   replacement   of   personal   computer    hardware,    servers   and
telecommunications  equipment.  Funding  of Year 2000  costs is  expected  to be
provided by cash flows from operations.

     The impact upon ResortQuest by Year 2000 issues is greatest in the areas of
property     management    systems,     telecommunications,     and    financial
accounting/reporting.  ResortQuest  believes that the  consequences  of the Year
2000  issues  with  respect  to adverse  impact  upon the  Company's  results of
operations will not be material.

     ResortQuest will have  contingency  plans in place designed to mitigate the
impact of Year 2000 issues.  The  contingency  Plan will include  items such as:
offsite and/or manual  reservations/inventory  management,  property  management
(guest services,  back-office functions,  work order administration),  financial
accounting and reporting,  and management  reporting.  All contingency plans are
expected to be developed, tested and implemented by the end of the third quarter
1999.


                                       12
<PAGE>

COMPETITION

     The vacation rental and property  management industry is highly competitive
and has low barriers to entry.  The industry has two distinct  customer  groups:
vacation  property renters and vacation  property  owners.  The Company believes
that the principal  competitive  factors in attracting vacation property renters
are: (i) market share and visibility; (ii) quality, cost and breadth of services
and  properties  provided;  and  (iii)  long-term  customer  relationships.  The
principal  competitive  factors in attracting  vacation property owners are: (i)
the ability to generate higher rental income and (ii)  comprehensive  management
services  at  competitive  prices.  The Company  competes  for  vacationers  and
property owners primarily with approximately 3,000 owner-operated companies that
typically  operate  in  a  limited   geographic  area.  Some  of  the  Company's
competitors are affiliated with the owners or operators of resorts in which such
competitor provides its services.  Certain of these smaller competitors may have
lower  overhead cost  structures  and may be able to provide  their  services at
lower rates.

     The  Company  also  competes  for  vacationers  with large hotel and resort
companies.  Many of these competitor  companies have greater financial resources
than  the  Company   enabling  them  to  finance   acquisition  and  development
opportunities, to pay higher prices for the same opportunities or to develop and
support their own  operations.  In addition,  many of these  companies can offer
vacationers  services  not provided by vacation  rental and property  management
companies,  and they may have greater name recognition among vacationers.  These
companies  might be  willing  to  sacrifice  profitability  to capture a greater
portion of the market for  vacationers or pay higher prices than the Company for
the same  acquisition  opportunities.  Consequently,  the Company may  encounter
significant  competition in its efforts to achieve its internal and  acquisition
growth objectives as well as its operating  strategies focused on increasing the
profitability of the Operating Companies and subsequently acquired companies.

EMPLOYEES

     The Company had approximately  2,800 employees as of December 31, 1998. The
Company relies significantly on temporary employees to meet peak season demands.
In the course of  performing  service and  maintenance  work,  the Company  also
utilizes  the  services of  independent  contractors.  The Company  believes its
relationships with its employees and independent contractors are good.



                                       13
<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

     Our disclosure and analysis in this report and in our 1998 Annual Report to
Shareholders contain some forward-looking statements. Forward-looking statements
give our current  expectations  or forecasts of future events.  You can identify
these  statements by the fact that they do not relate  strictly to historical or
current  facts.  They use  words  such as  "anticipate,"  "estimate,"  "expect,"
"project,"  "intend,"  "plan,"  "believe,"  and other words and terms of similar
meaning in  connection  with any  discussion  of future  operating  or financial
performance. In particular, these include statements relating to future actions,
future  performance  or results  of  current  and  anticipated  services,  sales
efforts, expenses, and financial results. From time to time, we also may provide
oral or written forward-looking  statements in other materials we release to the
public.

     Any or all of our  forward-looking  statements in this report,  in the 1998
Annual  Report  and in any other  public  statements  we make may turn out to be
wrong. They can be affected by inaccurate  assumptions we might make or by known
or unknown risks and  uncertainties.  Many factors  mentioned in the  discussion
above  will  be  important  in  determining  future  results.  Consequently,  no
forward-looking  statement can be  guaranteed.  Actual  future  results may vary
materially.

     We  undertake  no  obligation  to  publicly   update  any   forward-looking
statements, whether as a result of new information,  future events or otherwise.
You are advised,  however, to consult any further disclosures we make on related
subjects in our 10-Q, 8-K and 10-K reports to the SEC. Also note that we provide
the  following  cautionary  discussion  of  risks,  uncertainties  and  possibly
inaccurate  assumptions  relevant to our  businesses.  These are factors that we
think could cause our actual  results to differ  materially  from  expected  and
historical results. Other factors besides those listed here could also adversely
affect the  Company.  This  discussion  is provided as  permitted by the Private
Securities Litigation Reform Act of 1995.

     ABSENCE OF COMBINED  OPERATING HISTORY;  RISKS OF INTEGRATION.  ResortQuest
was founded in September  1997 but  conducted  no  operations  and  generated no
revenues   prior  to  its  initial  public   offering  in  May  1998,   when  it
simultaneously  acquired  the Founding  Companies.  Subsequent  to May 1998,  we
acquired ten additional vacation rental and property management companies. Prior
to such acquisitions,  the Operating Companies operated as separate  independent
entities. Currently, the Company relies on the existing reporting systems of the
Operating  Companies for financial  reporting.  The pro forma combined financial
statements  of the Founding  Companies  and the 1998  Acquired  Companies  cover
periods when these  companies and  ResortQuest  were not under common control or
management.  Consequently, they may not be indicative of our future financial or
operating results.

     The Company's senior  management group was assembled in connection with the
initial public offering.  We cannot assure you that the management group will be
able to  continue  to manage  effectively  the  combined  entity or  effectively
implement  our operating  and growth


                                       14
<PAGE>

strategies.  If we are unable to integrate  successfully the Operating Companies
and future acquisitions, it would have a material adverse effect on our business
and  financial  results.  It also would make it  unlikely  that our  acquisition
program will continue to be successful.

     The Operating  Companies offer a variety of different  services to property
owners and vacationers,  use different sales and marketing techniques to attract
new customers,  utilize  different fee structures and target different  customer
segments.  In  addition,  almost  all  of the  Operating  Companies  operate  in
different  geographic  markets with varying levels of  competition,  development
plans and local market dynamics. These differences increase the risk inherent in
successfully completing the integration of the Operating Companies.

     RISKS ASSOCIATED WITH THE VACATION RENTAL AND PROPERTY MANAGEMENT INDUSTRY;
GENERAL ECONOMIC  CONDITIONS.  Our business and financial  results are dependent
upon  various  factors  affecting  the vacation  rental and property  management
industry.  Factors such as the following could have a material adverse effect on
our business and financial results:

     o a reduction  in  the  demand  for vacation  properties,  particularly for
       beach  and island resort properties and mountain resort properties;

     o adverse changes in travel and vacation patterns;

     o adverse changes in the tax treatment of second homes;

     o an oversupply of vacation properties;

     o a downturn in the leisure and tourism industry;

     o increases in gasoline or airfare prices; and

     o adverse  weather  conditions or natural  disasters,  such as  hurricanes,
       tidal waves or tornadoes.

     SEASONALITY AND QUARTERLY  FLUCTUATIONS. Our  business is highly  seasonal.
The financial  results of each of the Operating  Companies  have been subject to
quarterly  fluctuations  caused  primarily  by the  seasonal  variations  in the
vacation rental and property management industry. Peak seasons for the Operating
Companies  depend  upon  whether  the  resort  is  primarily  a summer or winter
destination.  During  1998,  we  derived  approximately  30.0% of our pro  forma
revenues and 71.8% of our operating income in the first quarter and 24.4% of our
pro forma  revenues  and  25.7% of our  operating  income in the third  quarter.
Although the seasonality of our financial results may be partially  mitigated by
the geographic diversity of the Operating Companies and any future acquisitions,
we expect a significant seasonal factor with respect to our financial results to
continue.



                                       15
<PAGE>

     Our quarterly  financial  results may also be subject to  fluctuations as a
result of the timing and cost of acquisitions,  the timing of real estate sales,
changes in relationships  with travel providers,  extreme weather  conditions or
other  factors  affecting  leisure  travel and the vacation  rental and property
management  industry.  Unexpected  variations in our quarterly financial results
could  adversely  affect  the  price of the  Common  Stock  which in turn  could
adversely affect our proposed acquisition strategy.

     RISKS OF  DEPENDENCE  ON THIRD  PARTIES. We   manage   properties  that are
generally located in destination resorts which depend upon third parties for the
development of new homes and  condominiums,  as well as resort amenities such as
golf courses and chair lifts.  If such third parties fail to continue to develop
or to  invest in resort  facilities  and  amenities,  it could  have a  material
adverse   effect  on  the  rental  value  of  the  Company's   properties   and,
consequently, on our business and financial results.

     We also depend on travel agents, package tour providers and wholesalers for
a significant portion of our revenues. During 1998, we derived approximately 24%
of our combined  revenues from sales made through or to travel  agents,  package
tour providers and  wholesalers.  If travel  agents,  package tour providers and
wholesalers  fail to continue to  recommend  or package  ResortQuest's  vacation
properties,  it  could  have a  material  adverse  effect  on our  business  and
financial results.

     FACTORS AFFECTING INTERNAL GROWTH.  ResortQuest has experienced revenue and
earnings growth on a pro forma combined basis over the past few years, including
(i) increases in pro forma combined revenues and earnings of approximately  6.8%
and 40.7%,  respectively,  from 1996 to 1997,  and (ii)  increases  in pro forma
combined  revenue of  approximately  22.2% and  decreases in pro forma  combined
earnings of 8.0%, from 1997 to 1998. The total market for vacation  condominium,
home and apartment rentals,  which are marketed predominantly by vacation rental
and  property  management  companies,  experienced  an 8.7%  increase  in  total
revenues from 1995 to 1996. We cannot assure you that we or the total market for
vacation property rentals will continue to experience growth.  Factors affecting
our ability to continue to experience  internal growth  include,  the ability to
maintain  existing  relationships  with  property  owners,  expand the number of
properties  under management and cross-sell  among the Operating  Companies,  as
well as continued demand for such rentals.




                                       16
<PAGE>

     RISKS  OF  GEOGRAPHIC  CONCENTRATION  OF  OPERATIONS.  ResortQuest  manages
properties  that are  significantly  concentrated  in beach and  island  resorts
located in Florida and the  Hawaiian  Islands and  mountain  resorts  located in
Colorado and Utah. The following table sets forth the December 31, 1998 combined
pro forma revenue and percentage of total pro forma  revenues  derived from each
location.

<TABLE>
<CAPTION>

                                       COMBINED     % OF TOTAL
               REGION                  REVENUES      REVENUES
-----------------------------------   ----------   -----------
<S>                                   <C>          <C>
       Florida ....................    $12,821         18.4%
       Hawaii .....................     21,874         31.5%
       Colorado and Utah* .........     12,619         18.2%
       Other ......................     22,133         31.9%
                                       -------
       Total ......................    $69,447
                                       =======

       ----------
       *  excludes revenues of First Resort Software

</TABLE>

Adverse  events or conditions  which affect these areas in  particular,  such as
economic  recession,  changes  in  regional  travel  patterns,  extreme  weather
conditions or natural disasters, would have a more significant adverse effect on
our operations, than if our operations were more geographically diverse.

     RISKS  ASSOCIATED  WITH  ACQUISITIONS.  ResortQuest  intends  to expand the
markets it serves and increase  the number of  properties  it manages,  in part,
through the acquisition of additional  vacation  rental and property  management
companies.  We cannot  assure you that we will be able to  identify,  acquire or
profitably  manage  additional  businesses or  successfully  integrate  acquired
businesses into our existing  operations without  substantial  costs,  delays or
other  operational or financial  problems.  It is possible that  competition may
increase  for  companies we might seek to acquire.  In such event,  there may be
fewer acquisition  opportunities  available to us, as well as higher acquisition
prices.

     Acquisitions  also  involve a n umber of special  risks  which could have a
material  adverse  effect on our business  and  financial  results.  These risks
include the following:

     o the  failure of acquired companies to achieve expected financial results;

     o diversion of management's attention;

     o failure to retain key personnel;

     o amortization of acquired intangible assets; and



                                       17
<PAGE>

     o increased potential for customer  dissatisfaction or performance problems
       at a single acquired company to affect adversely our reputation and brand
       name.

     We  may  also  seek  international  acquisitions  that  may be  subject  to
additional  risks   associated  with  doing  business  in  such  countries.   We
continually  review various  strategic  acquisition  opportunities and have held
discussions with a number of such acquisition candidates. ResortQuest is a party
to two agreements to acquire vacation rental and property  management  companies
in Crested Batte,  Colorado, and Whistler,  British Columbia.  These agreements,
which do not represent significant acquisitions,  are subject to customary terms
and conditions to closing.  ResortQuest  expects the acquisitions to close prior
to the end of the  first  quarter  of  fiscal  1999  and  anticipates  that  the
transactions will be accounted for as a pooling of interests.

     ResortQuest  intends to use shares of Common  Stock to finance a portion of
the consideration for future acquisitions. If the Common Stock does not maintain
a sufficient  market  value,  or the owners of businesses we may seek to acquire
are  otherwise  unwilling  to  accept  shares  of  Common  Stock  as part of the
consideration  for the sale of their  businesses,  we may be required to utilize
more of our cash resources,  if available, in order to implement our acquisition
strategy.  If we have insufficient  cash resources,  our growth could be limited
unless we are able to obtain additional funds through debt or equity financings.
We cannot assure you that our cash resources  will be sufficient,  or that other
financing  will be  available on terms we find  acceptable.  If we are unable to
obtain  financing  sufficient  for all of our  desired  acquisitions,  we may be
unable to implement fully our acquisition strategy.

     MANAGEMENT OF GROWTH.  We plan to continue to grow  internally  and through
acquisitions.  We will  expend  significant  time and  effort in  expanding  the
Operating Companies and in identifying, completing and integrating acquisitions.
We cannot assure you that our systems,  procedures and controls will be adequate
to support our  operations  as they expand.  Any future  growth also will impose
significant added  responsibilities  on members of senior management,  including
the need to identify,  recruit and  integrate  new managers and  executives.  We
cannot  assure you that we will be able to identify  and retain such  additional
management.  If we are unable to manage our growth  efficiently and effectively,
or we are unable to attract and retain additional qualified management, it could
have a material adverse effect on our business and financial results.

     RELIANCE  ON KEY  PERSONNEL.  Our  business  substantially  depends  on the
efforts and  relationships  of David C. Sullivan,  Chairman and Chief  Executive
Officer,  the other executive  officers of the Company and the senior management
of the  Operating  Companies.  Furthermore,  we will likely be  dependent on the
senior  management  of any  businesses  acquired in the future.  If any of these
persons  becomes  unable to continue in his or her role,  or if we are unable to
attract and retain other qualified  employees,  it could have a material adverse
effect on our business and financial results.  Although  ResortQuest has entered
into employment agreements with each of ResortQuest's executive officers and the
majority of the managers of the Operating  Companies,  we cannot assure you that
any of these  individuals  will continue in his or her present  capacity for any
particular period of time.

                                       18

<PAGE>

     SUBSTANTIAL AMOUNTS OF GOODWILL. Approximately $130.2 million, or 70.4%, of
the  Company's  total  assets as of December 31, 1998,  is net  goodwill,  which
represents  the excess of  consideration  we paid over the estimated fair market
value of net  assets we  acquired  in  business  combinations  accounted  for as
purchases.  ResortQuest  generally  amortizes goodwill on a straight line method
over a period  of 40 years,  except  for First  Resort  Software  which is being
amortized  over 15 years,  with the  amount  amortized  in a  particular  period
constituting  a non-cash  expense that reduces our net income.  Amortization  of
goodwill  resulting  from certain past  acquisitions,  and  additional  goodwill
recorded in certain future  acquisitions may not be deductible for tax purposes.
In addition,  we will  periodically  evaluate the  recoverability of goodwill by
reviewing the  anticipated  undiscounted  future cash flows from  operations and
comparing such cash flows to the carrying value of the associated  goodwill.  If
goodwill becomes impaired, we would be required to write down the carrying value
of the  goodwill  and incur a related  charge to our income.  A reduction in net
income  resulting  from a write  down of  goodwill  would  currently  affect our
financial  results and could have a material and adverse  impact upon the market
price of the Common Stock.

     SHORT-TERM RENTAL AND PROPERTY MANAGEMENT CONTRACTS.  We provide rental and
property management services to property owners pursuant to management contracts
which  generally  have one year terms.  The majority of such  contracts  contain
automatic  renewal  provisions but also allow  property  owners to terminate the
contract at any time. If property  owners do not renew a  significant  number of
management  contracts or we are unable to attract additional property owners, it
would have a material adverse effect on our business and financial  results.  In
addition,  although most of our contracts are exclusives,  industry standards in
certain  geographic  markets  dictate  that  rental  services  be  provided on a
non-exclusive basis.  Approximately 1.1% of our revenues for 1998 on a pro forma
combined  basis were derived from rental  services  provided on a  non-exclusive
basis. We are unable to determine the percentage of the national rental services
market that is provided on a non-exclusive basis.

     RISKS  ASSOCIATED WITH HOMEOWNERS'  ASSOCIATION  MANAGEMENT  CONTRACTS.  We
currently  provide  homeowners'  association  management  services  at  numerous
condominium  developments pursuant to contracts with the homeowners' association
present at such developments.  We frequently provide rental management  services
for a significant  percentage  of the  condominiums  within these  developments.
Providing management services for homeowners'  associations frequently leads the
associations  to request  that we manage and control the front desk  operations,
laundry  facilities and other related services of the condominium  developments.
Controlling  these  services  often gives us a competitive  advantage over other
vacation rental and property management  companies in retaining the condominiums
we currently manage and in attracting new property owners.

     We cannot assure you that a homeowners'  association will not terminate its
management  agreement  with  us.  If  a  homeowners'  association  terminates  a
management agreement,  we could 



                                       19
<PAGE>

lose the control or management of the front desk and related  services,  thereby
eliminating our competitive advantage.  If we lose our competitive advantage, it
could cause a reduction in the number of properties we manage and an increase in
the expenses  required to retain and maintain the condominiums we manage at that
site. Any such termination  could have a material adverse effect on our business
and financial results.

     YEAR 2000 COMPUTER SYSTEMS COMPLIANCE.  As described above,  ResortQuest is
working to address "Year 2000" issues.  If we should fail to identify or fix all
such issues in our own  operations,  or if we are affected by the inability of a
sole-source  supplier or a major  customer to continue  operations due to such a
problem, our operations could be affected.

     COMPETITION. The vacation rental and property management industry is highly
competitive  and has low  barriers  to  entry.  The  industry  has two  distinct
customer  groups:  vacation  property renters and vacation  property owners.  We
compete for vacationers and property owners primarily with local vacation rental
and  property  management  companies  located  in our  markets.  Some  of  these
competitors are affiliated with the owners or operators of resorts in which such
competitor  provides its services.  Certain of these  competitors may have lower
cost structures and may be able to provide their services at lower rates.

     We also compete for vacationers with large hotel and resort companies. Many
of these competitors are large companies with greater  financial  resources than
ResortQuest, enabling them to finance acquisition and development opportunities,
pay higher  prices for the same  opportunities  or develop and support their own
operations.  In addition, many of these companies can offer vacationers services
not provided by vacation rental and property management companies,  and they may
have greater name  recognition  among  vacationers.  If such companies  chose to
compete in the vacation  rental and  property  management  industry,  they would
constitute formidable competition for our business. Such competition could cause
us to lose management  contracts,  increase  expenses or reduce  management fees
which  could  have a  material  adverse  effect on our  business  and  financial
results.

     CONTROL BY EXISTING MANAGEMENT AND STOCKHOLDERS. The executive officers and
directors of ResortQuest,  and entities affiliated with them, as of December 31,
1998,  own shares of Common Stock  representing  approximately  39% of the total
voting power of the Common Stock  (approximately 41% if all shares of Restricted
Common Stock (which are entitled to one-half vote per share) were converted into
Common  Stock).  These  persons,  if  acting  together,  will  likely be able to
exercise control over the Company's  affairs,  to elect all of the directors and
to control the disposition of any matter submitted to a vote of stockholders.




                                       20
<PAGE>

     PORTION  OF  REVENUES   DERIVED   FROM  REAL  ESTATE   SALES.   We  derived
approximately  12% of our pro forma  combined  revenues  for 1998 on a  combined
basis from net real estate  brokerage  commissions.  Any factors which adversely
affect real estate sales,  such as a downturn in general economic  conditions or
changes in interest rates, the tax treatment of second homes or property values,
could have a material adverse effect on our business and financial results.

     GOVERNMENT  REGULATION OF VACATION RENTAL AND PROPERTY MANAGEMENT INDUSTRY.
ResortQuest's  operations are subject to various  federal,  state and local laws
and  regulations,  including  licensing  requirements  applicable to real estate
operations,  laws and  regulations  relating  to consumer  protection  and local
ordinances.  Many  states  have  adopted  specific  laws and  regulations  which
regulate our activities, such as:

     o real estate and travel services provider license requirements;

     o anti-fraud laws;

     o telemarketing laws;

     o environmental laws;

     o the Fair Housing Act;

     o the Americans With Disabilities Act; and

     o labor laws.

     We believe  that we are in material  compliance  with all  federal,  state,
local  and  foreign  laws and  regulations  to which we are  currently  subject.
However,  we cannot  assure  you that the cost of  qualifying  under  applicable
regulations in all jurisdictions in which we desire to conduct business will not
be  significant  or that we are  actually  in  compliance  with  all  applicable
federal,  state,  local and foreign  laws and  regulations.  Compliance  with or
violation of any current or future laws or regulations  could require us to make
material  expenditures  or  otherwise  have a  material  adverse  effect  on our
business and financial results.

     RELATIONSHIPS  WITH OPERATING COMPANY  AFFILIATES;  POTENTIAL  CONFLICTS OF
INTERESTS.  Several lease agreements,  management contracts and other agreements
with  stockholders  of the Operating  Companies and entities  controlled by them
continued after the closing of the acquisitions of the Operating  Companies.  We
have also entered into certain  similar  agreements  that became  effective upon
such  acquisitions.  In addition,  we may enter into similar  agreements  in the
future.  Although we believe that the existing  agreements  we have entered into
with related  persons,  other than a loan  agreement  with the former  principal
stockholder of Aston Hotels & Resorts,  are and that all future  agreements will
be on terms no less favorable to ResortQuest than


                                       21
<PAGE>

it could obtain  unrelated  third  parties,  conflicts  of  interests  may arise
between the Company and these related persons.

     At December  31, 1998 the former  principal  stockholder  of Aston Hotels &
Resorts owed ResortQuest,  either directly or through entities controlled by him
(including  properties  managed by Aston Hotels & Resorts),  approximately  $4.2
million.  $4.0  million of this amount is fully  collateralized  by cash or cash
equivalents and real estate or by the former  principal  stockholder's  personal
guarantee (not to exceed $1.0 million).

     POTENTIAL  EFFECT OF SHARES  ELIGIBLE  FOR  FUTURE  SALE ON PRICE OF COMMON
STOCK.  The market  price of the Common Stock could drop as a result of the sale
of substantial  amounts of Common Stock in the public market,  or the perception
that such sales could occur.

     ResortQuest  has  16,891,927  shares  of  Common  Stock  outstanding  as of
December  31,  1998.  The  6,670,000  shares of Common Stock sold in the initial
public  offering are freely  tradable  unless held by affiliates of the Company.
Simultaneous with the closing of the acquisition of the Founding Companies,  the
stockholders of the Founding  Companies  received,  in the aggregate,  6,119,656
shares.  Management  and founders of  ResortQuest  own 3,134,630  shares.  These
9,254,286 shares have not been registered under the Securities Act of 1933, and,
therefore,  may not be sold unless  registered  under the Securities Act or sold
pursuant to an exemption from  registration,  such as the exemption  provided by
Rule 144. Furthermore,  the holders of these shares have agreed with ResortQuest
not to sell,  transfer or otherwise  dispose of any of these shares for one year
following  the  closing of the initial  public  offering  (until May 26,  1999).
However,  the holders of these  shares  also have  certain  demand  registration
rights  beginning  two years  after the  initial  public  offering  and  certain
piggyback registration rights with respect to these shares.

     ResortQuest  has  registered  3,000,000  shares of Common  Stock for use as
consideration for recent and future acquisitions. These shares will generally be
freely  tradable  after  issuance,  unless the resale  thereof is  contractually
restricted  or unless the holders  thereof are  subject to the  restrictions  on
resale  provided in Rule 145 under the Securities  Act.  ResortQuest  has issued
967,641 shares of Common Stock in connection  with the five  acquisitions  which
closed in 1998 after the  initial  public  offering.  All of these  shares  were
registered  under the  Securities Act and 205,868 of these shares are subject to
certain  contractual  transfer  restrictions  expiring  between May 30, 1999 and
February 1, 2000.

     POSSIBLE  VOLATILITY  OF STOCK  PRICE.  There was no public  market for the
Common Stock prior to the initial public offering.  Although a public market for
the common stock has developed,  we cannot assure you that the public market for
the Common  Stock  will be active or  continue.  The  following  factors,  among
others, may cause the market price of the Common Stock to significantly increase
or decrease:

     o variations  in our annual or quarterly financial results or the financial
       results of our competitors;



                                       22
<PAGE>

     o changes  by  financial  research  analysts  in  their  estimates  of  our
       earnings;

     o our  failure  to  meet  financial  research  analysts'  estimates  of our
       earnings;

     o conditions in the general  economy,  or the vacation and property  rental
       management or leisure and travel industries in particular;

     o unfavorable publicity about ResortQuest or our industry; and

     o significant  price and volume  volatility in the stock market in general
       for reasons unrelated to ResortQuest.

     ANTI-TAKEOVER  EFFECT OF CERTAIN  CHARTER  AND BY-LAW  PROVISIONS.  Certain
provisions of our Certificate of Incorporation  could make it more difficult for
a third party to acquire control of ResortQuest,  even if such change in control
would  be  beneficial  to  stockholders.  The  directors  are  allowed  to issue
preferred stock without stockholder approval.  Such issuances could make it more
difficult  for a third  party to  acquire  ResortQuest.  The  Company's  By-Laws
contain other provisions that may have an anti-takeover effect.

     On February 25, 1999, the Board of Directors  adopted a shareholder  rights
plan that is designed to protect  company  stockholders in the event of takeover
action that would deny them the full value of their investment. Under this plan,
a dividend distribution of one right for each share of Common Stock was declared
to holders of record at the close of business on March 15, 1999. The rights will
become  exercisable  only in the event,  with certain  exceptions,  an acquiring
party  accumulates  15 percent or more of  ResortQuest's  voting stock,  or if a
party announces an offer to acquire 15 percent or more of  ResortQuest's  voting
stock.  The rights will expire on March 15,  2009.  Each right will  entitle the
holder to buy one one-hundredth of a share of a new series of preferred stock at
a price of $87.00. In addition,  upon the occurrence of certain events,  holders
of the rights will be entitled to purchase either ResortQuest stock or shares in
an "acquiring  entity" at half of market value.  ResortQuest  generally  will be
entitled  to redeem  the rights at $0.01 per right at any time until the date on
which a 15 percent  position  in its voting  stock is  acquired by any person or
group. The rights plan is designed to prevent the use of coercive and/or abusive
takeover  techniques  and to  encourage  any  potential  acquiror  to  negotiate
directly with the Board for the benefit of all  stockholders.  In addition,  the
rights plan is intended to provide increased assurance that a potential acquiror
would pay an appropriate  control  premium in connection with any acquisition of
ResortQuest.  Nevertheless,  the rights plan could be  utilized,  under  certain
circumstances,  as a method of discouraging,  delaying or preventing a change of
control of ResortQuest.

                                       23

<PAGE>

ITEM 2. PROPERTIES

     The  Company  has 95  properties  located in 11 states and 27 cities in the
United States and Canada.  These properties  consist  principally of offices and
maintenance,  laundry  and  storage  facilities.  The  Company  owns 20 of these
facilities and leases the remaining 75 properties.  The Company considers all of
its owned and leased  properties  to be suitable and adequate for the conduct of
its business.

ITEM 3. LEGAL PROCEEDINGS

     The Company is involved in various  legal  actions  arising in the ordinary
course of its business.  ResortQuest  does not believe that any of these actions
will have a material  adverse  effect on its  business,  financial  condition or
results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

                       EXECUTIVE OFFICERS OF THE COMPANY

     As of March 23, 1999, the following  executive officers of the Company hold
the offices  indicated until their successors are chosen and qualified after the
next annual meeting of shareholders:

<TABLE>
<CAPTION>

<S>                             <C>    <C>

David C. Sullivan ...........   59     Chairman and Chief Executive Officer
David L. Levine .............   51     President and Chief Operating Officer
Jeffery M. Jarvis ...........   43     Senior Vice President and Chief Financial Officer
W. Michael Murphy ...........   52     Senior Vice President, Development
Jules S. Sowder .............   42     Senior Vice President, Marketing
John K. Lines ...............   39     Senior Vice President, General Counsel and Secretary
Frederick L. Farmer .........   49     Senior Vice President and Chief Information Officer
</TABLE>

     DAVID C.  SULLIVAN  became the Chairman and Chief  Executive  Officer and a
director  of the  Company in May 1998.  From April 1995 to  December  1997,  Mr.
Sullivan was the Executive Vice  President and Chief  Operating  Officer,  and a
director,  of Promus Hotel  Corporation,  a publicly  traded  hotel  franchiser,
manager and owner of hotels whose brands include  Hampton Inn,  Homewood  Suites
and Embassy  Suites.  From 1993 to 1995,  Mr.  Sullivan was the  Executive  Vice
President  and Chief  Operation  Officer  of the Hotel  Division  of the  Promus
Companies  Incorporated ("PCI"). He was the Senior Vice President of Development
and  Operations of the Hampton  Inn/Homewood  Suites Hotel  Division of PCI from
1991 to 1993.  From  1990 to  1991,  Mr.  Sullivan  was the  Vice  President  of
Development of the Hampton Inn Hotel Division of PCI.

     DAVID L. LEVINE  became the  President  and Chief  Operating  Officer and a
director  of the  Company  in May  1998.  Mr.  Levine  was  President  and Chief
Operating  Officer of Equity  Inns,  Inc., a real estate  investment  trust that
specializes in hotel acquisitions,  from June 1994 to April 1998. Mr. Levine was
also President and Chief  Operations  Officer of Trust  Management  Inc.,  

                                       24

<PAGE>


which operated Equity Inns properties, from June 1994 until November 1996. Prior
to  that,  he was  President  of  North  American  Hospitality,  Inc.,  a  hotel
management and consulting company, which he formed in 1985.

     JEFFERY  M. JARVIS became Senior Vice President and Chief Financial Officer
of  the Company in May 1998. From April 1995 to January 1998, Mr. Jarvis was the
Vice  President,  Controller  and  Principal  Accounting Officer of Promus Hotel
Corporation.  From  September 1994 to April 1995, Mr. Jarvis was the Director of
Special  Projects  for PCI. He was the Director of Finance of Harrah's St. Louis
Riverport  from June 1994 to September 1994, and was the Assistant Controller of
PCI  from 1992 to 1994. From 1979 to 1992, Mr. Jarvis was a Senior Audit Manager
of Arthur Andersen LLP.

     W. MICHAEL  MURPHY became the Senior Vice  President of  Development of the
Company in May 1998.  Mr. Murphy was President of  Footprints  International,  a
company involved in the planning of resort properties in the Bahamas,  from 1996
to 1997. From 1994 to 1996, he was a Senior Managing Director of Geller & Co., a
Chicago-based  hotel advisory and asset management firm. Prior to joining Geller
& Co.  he acted  as a hotel  consultant  from  1992 to 1994.  Mr.  Murphy  was a
founding partner of the hotel investment firm of Moeckel Murphy  (1990-1992) and
a  founding  general  partner  of Metric  Partners  (1981-1990),  a real  estate
investment  company  that was a joint  venture  between the  partners of The Fox
Group and Metropolitan  Life Insurance  Company.  Prior to that time, he was the
Director of Real Estate for Holiday Inns, Inc. from 1973 to 1981.

     JULES  S.  SOWDER  became  the  Senior  Vice  President of Marketing of the
Company  in  May  1998.  Ms.  Sowder  was Vice President of Marketing for Promus
Hotel  Corporation  from  1995 to January 1998. From 1993 to 1995, she served as
the  Vice  President  of  Marketing for the Hampton Inn division of Promus Hotel
Corporation.  She  served  as Director of Marketing for the Hampton Inn division
from  1990  to  1993. Ms. Sowder has been recognized by Travel Agent Magazine as
one of the Top 10 most successful women in the hotel industry.

     JOHN K. LINES became Senior Vice  President,  General Counsel and Secretary
of the Company in May 1998.  Mr.  Lines was General  Counsel  and  Secretary  of
Insignia  Financial Group, Inc., a fully integrated real estate services company
from 1994 until March 1998.  He also served as Vice  President  and Secretary of
Insignia  Properties  Trust from 1996 until March 1998. From May 1993 until June
1994, Mr. Lines was employed as Assistant  General Counsel and Vice President of
Ocwen Financial Corporation, a unitary thrift holding company. From October 1991
until  April  1993,  Mr.  Lines  was  employed  as Senior  Attorney  of Banc One
Corporation in Columbus, Ohio.

     FREDERICK  L.  FARMER  became  Senior  Vice President and Chief Information
Officer  of  the  Company  in May 1998. Mr. Farmer was Senior Vice President for
Internet  and  Desktop  Services of Marriott International from November 1996 to
April  1998.  He  also served as Vice President of Data Resources & Services for
Marriott International from March 1992 to November 1996.


                                       25
<PAGE>


                                    PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The principal  market for our Common Stock is the New York Stock  Exchange.
Information  required  by this item  concerning  quarterly  sales  price data is
incorporated by reference from the table Quarterly Results of Operations on page
40 of the 1998 Annual Report to Shareholders.

     The following is certain information  concerning all sales of securities by
the Company  during the year ended  December  31, 1998 that were not  registered
under the Securities Act of 1933:

     (a)  ResortQuest was formed in September 1998 and issued 293.9481 shares of
          Common Stock to Alpine Consolidated II, LLC and Capstone Partners, LLC
          at a per share price of $.01.  The offer and sale of these  shares was
          exempt  from  registration  under the  Securities  Act in  reliance on
          Section 4(2) thereof because, among other things, the offers and sales
          were made to a small number of sophisticated  investors who had access
          to  information  about the Company and were able to bear the  economic
          risk of loss of their  investment.  On March 9,  1998,  the  number of
          these shares was increased by a 8,834.76-for-one stock split.

     (b)  In January and February of 1998, the Company issued a total of 518,369
          shares of Common  Stock at a price of $.01 per  share to  persons  who
          were to become members of the management of ResortQuest. The offer and
          sale of these shares was exempt from registration under the Securities
          Act in reliance on Section 4(2) thereof  because,  among other things,
          the  offers  and sales  were made to a small  number of  sophisticated
          investors  who had access to  information  about the  company and were
          able to bear the economic risk of loss of their investment.




                                       26
<PAGE>

     (c)  In May 1998,  the Company  issued the  following  shares in connection
          with the acquisition of the Founding Companies:

<TABLE>
<CAPTION>

                                                                            SHARES OF
                             COMPANY                                       COMMON STOCK
          ---------------------------------------------------------------- -------------
<S>                                                              <C>
          Aston Hotels & Resorts ...................................       1,708,333
          Brindley & Brindley Realty and Development, Inc. .........         195,000
          Coastal Resorts Realty L.L.C. ............................         816,667
          Collection of Fine Properties, Inc. ......................         404,167
          First Resort Software, Inc. ..............................         290,767
          Houston and O'Leary Company ..............................         248,167
          Maui Condominium and Home Realty, Inc. ...................         166,667
          The Maury People, Inc. ...................................         150,000
          Priscilla Murphy Realty, Inc. ............................       1,144,036
          Resort Property Management, Inc. .........................         108,333
          Telluride Resort Accommodations, Inc. ....................         125,103
          Trupp-Hodnett Enterprises, Inc. ..........................         627,833
          Whistler Chalets Limited .................................         134,583

</TABLE>

          The offer and sale of these shares was exempt from registration  under
          the Securities Act in reliance on Section 4(2) thereof because,  among
          other  things,  the offers  and sales  were made to a small  number of
          sophisticated  investors  who had  access  to  information  about  the
          Company  and  were  able to bear  the  economic  risk of loss of their
          investment.

ITEM 6. SELECTED FINANCIAL DATA

     Financial  information  required by this item is  incorporated by reference
from  the  Selected  Financial  Data on page 40 of the  1998  Annual  Report  to
Shareholders.

ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     Information  required by this item is  incorporated  by reference  from the
Management's  Discussion  and Analysis on pages 11 through 20 of the 1998 Annual
Report to Shareholders.

ITEMS 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information  required by this item is  incorporated  by reference  from the
discussion under the heading Management's  Discussion and Analysis on page 20 of
the 1998 Annual Report to Shareholders.


                                       27
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information  required by this item is  incorporated  by reference  from the
Report of Independent Public Accountants found on page 39, from the consolidated
financial  statements and supplementary  data on pages 21 through 38 of the 1998
Annual  Report to  Shareholders,  and from the audited  financial  statements of
Priscilla  Murphy Realty,  Inc.,  Collection of Fine Properties,  Inc.,  Coastal
Resorts  Management,  Inc.  and Coastal  Resorts  Realty  L.L.C.,  First  Resort
Software,  Inc.,  Houston and O'Leary  Company,  Brindley & Brindley  (including
Brindley & Brindley Realty and  Development,  Inc. and B&B On The Beach,  Inc.),
The Maury People,  Inc.,  Resort Property  Management,  Inc.,  Telluride  Resort
Accommodations,  Inc. and Trupp-Hodnett Enterprises, Inc. filed as Exhibits 99.2
through 99.11 of this report.

ITEM  9. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

   Not applicable.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     Information  about  Directors of the Company is  incorporated  by reference
from the  discussion  under Item 1 of our Proxy  Statement  for the 1999  Annual
Meeting of  Shareholders.  The balance of the response to this item is contained
in the discussion  entitled  Executive Officers of the Company in Part I of this
report.

ITEM 11. EXECUTIVE COMPENSATION

     Information about executive  compensation is incorporated by reference from
the discussion under the heading Compensation of Executive Officers in our Proxy
Statement for the 1999 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  about  security  ownership  of certain  beneficial  owners and
management is  incorporated  by reference from the discussion  under the heading
Security  Ownership  of  Management  and  Principal  Stockholders  in our  Proxy
Statement for the 1999 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  about  certain  relationships  and  transactions  with related
parties  is  incorporated  herein by  reference  from the  discussion  under the
heading Certain Relationships and Related Transactions under Item 1 of our Proxy
Statement for the 1998 Annual Meeting of Shareholders.



                                       28
<PAGE>

                                    PART IV

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

14(a)(1) FINANCIAL STATEMENTS

     ResortQuest  International,   Inc.  The  following  consolidated  financial
statements, related notes and report of independent public accountants, from the
1998 Annual Report to Shareholders, are incorporated by reference into Item 8 of
Part II of this report.

<TABLE>
<CAPTION>

                                                              PAGES(S) IN THE 1998 ANNUAL
                                                                REPORT TO SHAREHOLDERS
                                                             ----------------------------
<S>                                                          <C>
   Consolidated Balance Sheets .............................              21
   Consolidated Statements of Income .......................              22
   Consolidated Statements of Stockholders' Equity .........              24
   Consolidated Statements of Cash Flows ...................              25
   Notes to Consolidated Financial Statements ..............              26
   Report of Independent Public Accountants ................              39
   Quarterly Results of Operations .........................              40
   Selected Financial Data .................................              40

</TABLE>

     Priscilla Murphy Realty,  Inc. The audited  financial  statements,  related
notes and report of independent public accountants filed as Exhibit 99.2 of this
report are incorporated by reference into Item 8 of Part II of this report.

     Collection  of Fine  Properties,  Inc.  The audited  financial  statements,
related notes and reports of  independent  public  accountants  filed as Exhibit
99.3 of this report are incorporated by reference into Item 8 of Part II of this
report.

     Coastal  Resorts  Management,  Inc. and Coastal  Resorts Realty L.L.C.  The
audited  financial  statements,  related notes and report of independent  public
accountants  filed as Exhibit 99.4 of this report are  incorporated by reference
into Item 8 of Part II of this report.

     First Resort Software, Inc. The audited financial statements, related notes
and report of  independent  public  accountants  filed as  Exhibit  99.5 of this
report are incorporated by reference into Item 8 of Part II of this report.

     Houston and O'Leary  Company.  The audited  financial  statements,  related
notes and report of independent public accountants filed as Exhibit 99.6 of this
report are incorporated by reference into Item 8 of Part II of this report.


                                       29

<PAGE>

     Brindley & Brindley  (including Brindley & Brindley Realty and Development,
Inc. and B&B On the Beach,  Inc.).  The audited  financial  statements,  related
notes and report of independent public accountants filed as Exhibit 99.7 of this
report are incorporated by reference into Item 8 of Part II of this report.

     The Maury People, Inc. The audited financial statements,  related notes and
report of independent  public  accountants  filed as Exhibit 99.8 of this report
are incorporated by reference into Item 8 of Part II of this report.

     Resort Property Management, Inc. The audited financial statements,  related
notes and report of independent public accountants filed as Exhibit 99.9 of this
report are incorporated by reference into Item 8 of Part II of this report.

     Telluride Resort  Accommodations,  Inc. The audited  financial  statements,
related  notes and report of  independent  public  accountants  filed as Exhibit
99.10 of this report are  incorporated  by  reference  into Item 8 of Part II of
this report.

     Trupp-Hodnett  Enterprises (including Trupp-Hodnett  Enterprises,  Inc. and
THE Management  Company).  The audited financial  statements,  related notes and
report of independent  public  accountants filed as Exhibit 99.11 of this report
are incorporated by reference into Item 8 of Part II of this report.

14(a)(2) FINANCIAL STATEMENT SCHEDULES

     Schedules are omitted  because they are not required or the  information is
given  elsewhere  in the  financial  statements.  The  financial  statements  of
unconsolidated  subsidiaries are omitted  because they are not applicable.

14(a)(3) EXHIBITS

     These  exhibits  are  available  upon  request at a charge of ten cents per
page.  Requests  should  be  directed  to  John K. Lines, Secretary, ResortQuest
International, Inc., 530 Oak Court Drive, Suite 360, Memphis, TN 38117


2.1        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation  Properties  International,  Inc., HCP Acquisition
           Corp.,  and Hotel  Corporation  of the  Pacific,  Inc.  and Andre' S.
           Tatibouet  (previously  filed on March 12,  1998 as an exhibit to the
           Company's Registration Statement on Form S-1 (File No. 333-47867) and
           incorporated herein by reference).

2.2        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation  Properties  International,  Inc., B&B Acquisition
           Corp.,  Brindley  Acquisition Corp., B&B On The Beach, Inc., Brindley
           and Brindley Realty and  Development,  Inc.,  Douglas R. Brindley and
           Betty  Shotton  Brindley  (previously  filed on March 12,  1998 as an
           exhibit to the Company's Registration Statement on Form S-1 (File No.
           333-47867) and incorporated herein by reference).


                                       30
<PAGE>


2.3        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation  Properties  International,  Inc.,  Coastal Realty
           Acquisition LLC,  Coastal  Management  Acquisition  Corp. and Coastal
           Resorts  Realty LLC,  Coastal  Resorts  Management,  Inc.,  Joshua M.
           Freeman,   T.  Michael  McNally  and  CMF  Coastal  Resorts,   L.L.C.
           (previously  filed on March 12,  1998 as an exhibit to the  Company's
           Registration   Statement   on  Form  S-1  (File  No.  333-47867)  and
           incorporated herein by reference).

2.4        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation Properties  International,  Inc. and Collection of
           Fine Properties,  Inc., Ten Mile Holdings, Ltd., Luis Alonso, Domingo
           R. Moreira,  Brenda M. Lopez Ibanez and Ana Maria Moreira (previously
           filed on March 12, 1998 as an exhibit to the  Company's  Registration
           Statement on Form S-1 (File No. 333-47867) and incorporated herein by
           reference).

2.5        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among  Vacation  Properties  International,  Inc. and Houston and
           O'Leary Company and Heidi O'Leary Houston  (previously filed on March
           12, 1998 as an exhibit to the  Company's  Registration  Statement  on
           Form S-1 (File No. 333-47867) and incorporated herein by reference).

2.6        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and  among   Vacation   Properties   International,   Inc.,   Jupiter
           Acquisition Corp. and Jupiter Property  Management at Park City, Inc.
           and Jon R. Brinton  (previously filed on March 12, 1998 as an exhibit
           to the  Company's  Registration  Statement  on  Form  S-1  (File  No.
           333-47867) and incorporated herein by reference).

2.7        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation Properties  International,  Inc., Maui Acquisition
           Corp. and Maui Condominium and Home Realty, Inc., Daniel C. Blair and
           Paul T. Dobson  (previously  filed on March 12, 1998 as an exhibit to
           the Company's Registration Statement on Form S-1 (File No. 333-47867)
           and  incorporated  herein  by  reference).  

2.8        Areement and Plan of Organization, dated as of March 11, 1998, by and
           among Vacation  Properties  International,  Inc.,  Maury  Acquisition
           Corp.  and  The  Maury  People,   Inc.  and  Sharon  Benson  Doucette
           (previously  filed on March 12,  1998 as an exhibit to the  Company's
           Registration   Statement  on  Form  S-1  (File  No.   333-47867)  and
           incorporated herein by reference).

2.9        Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and  among  Vacation  Properties   International,   Inc.,   Priscilla
           Acquisition  Corp.,  Realty  Consultants  Acquisition  Corp.,  Realty
           Consultants,  Inc., and Howey Acquisition, Inc., Charles O. Howey and
           Dolores C. Howey (previously filed on March 12, 1998 as an exhibit to
           the Company's Registration Statement on Form S-1 (File No. 333-47867)
           and incorporated herein by reference).


                                       31
<PAGE>


2.10       Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation  Properties  International,  Inc., RPM Acquisition
           Corp.  and  Resort  Property  Management,  Inc.,  Daniel  L.  Meehan,
           Kimberlie  C.  Meehan and Nancy Hess  (previously  filed on March 12,
           1998 as an exhibit to the  Company's  Registration  Statement on Form
           S-1 (File No. 333-47867) and incorporated herein by reference).

2.11       Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and  among  Vacation  Properties   International,   Inc.,   Telluride
           Acquisition  Corp.,  and Telluride  Resort  Accommodations,  Inc. and
           Steven A.  Schein,  Michael E.  Gardner,  Park  Brady,  Daniel  Shaw,
           Carolyn S. Shaw, Virginia C. Gordon, Joyce Allred,  Ronald D. Allred,
           A.J. Wells, Forrest Faulconer,  Thomas McNamara,  Donald J. Peterson,
           Nancy  McNamara,  Charles  E.  Cobb,  Jr.,  Sue M.  Cobb,  Stephen A.
           Martori,  Anthony F.  Martori,  Arthur John  Martori and Alan Mishkin
           (previously  filed on March 12,  1998 as an exhibit to the  Company's
           Registration   Statement  on  Form  S-1  (File  No.   333-47867)  and
           incorporated herein by reference).

2.12       Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation Properties International,  Inc., Trupp Acquisition
           Corp.,  Management  Acquisition Corp. and Trupp-Hodnett  Enterprises,
           Inc.,  THE Management  Company,  Hans F. Trupp,  Roy K. Hodnett,  Pat
           Hodnett Cooper and Austin Trupp  (previously  filed on March 12, 1998
           as an exhibit to the  Company's  Registration  Statement  on Form S-1
           (File No. 333-47867) and incorporated herein by reference).

2.13       Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation Properties  International,  Inc., Whistler Holding
           Corp. and Whistler  Chalets Ltd. and J. Patrick  McCurdy  (previously
           filed on March 12, 1998 as an exhibit to the  Company's  Registration
           Statement on Form S-1 (File No. 333-47867) and incorporated herein by
           reference).

2.14       Agreement  and Plan of  Organization,  dated as of March 11, 1998, by
           and among Vacation  Properties  International,  Inc., FRS Acquisition
           Corp., First Resort Software, Inc., Thomas A. Leddy, Evan H. Gull and
           Daniel  Patrick  Curry  (previously  filed  on March  12,  1998 as an
           exhibit to the Company's Registration Statement on Form S-1 (File No.
           333-47867) and incorporated herein by reference).

2.15        Stock  Purchase  Agreement  dated  September  11,  1998 by and among
            ResortQuest  International,  Inc.,  Abbott  Realty  Services,  Inc.,
            Tops'L Sales Group, Inc., William W. Abbott, Jr., Stephen J. Abbott,
            James R. Steiner, Charles H. Van Driver, Sue C. Van Driver and Angus
            G. Andrews,  (previously  filed on October 16, 1998 as an exhibit to
            the  Company's   Registration   Statement  on  Form  S-1  (File  No.
            333-56703) and incorporated herein by reference).


                                       32
<PAGE>


 3.1        Certificate of Incorporation,  as amended (previously filed on March
            12, 1998 as an exhibit to the  Company's  Registration  Statement on
            Form S-1 (File No. 333-47867) and incorporated herein by reference).

 3.2         Bylaws of the Company, Amended as of February 10, 1999.

 3.3        Certificate of Amendment of Certificate of Incorporation of Company,
            dated April 23, 1998 (changing the name of the Company from Vacation
            Properties International,  Inc. to ResortQuest International,  Inc.)
            (previously filed on April 27, 1998 as an exhibit to Amendment No. 1
            to the  Company's  Registration  Statement  on Form  S-1  (File  No.
            333-47867) and incorporated herein by reference).

 3.4        Certificate  of Amendment of  Certificate  of  Incorporation  of the
            Company,  dated May 11, 1998 (previously filed on May 12, 1998 as an
            exhibit to Amendment No. 3 to the Company's  Registration  Statement
            on  Form  S-1  (File  No.  333-47867)  and  incorporated  herein  by
            reference).

 4.1        Specimen  Common Stock  Certificate  (previously  filed on April 27,
            1998 as an exhibit to Amendment No. 1 to the Company's  Registration
            Statement  on  Form S-1 (File No. 333-47867) and incorporated herein
            by reference).

 4.2        Form of Registration  Rights Agreements between the Company and each
            of  Alpine  Consolidated  II,  LLC,  Capstone  Partners,  LLC,  John
            Przywara,  David  Marshall,  Douglas W. Comfort,  Robert G. Falcone,
            Wayne  Heller,  Dwain Wall,  Stephen J.  Garchik,  John Shaw,  David
            Sullivan, Jeffery M. Jarvis, Frederick L. Farmer, W. Michael Murphy,
            Jules S. Sowder, John K. Lines, Brian S. Sullivan, John D. Sullivan,
            the Sullivan  Grandchildren's Trust, the David L. Levine Irrevocable
            Children's  Trust Under Agreement dated April 27, 1998 f/b/o Whitney
            Monica  Levine,  the David L. Levine  Irrevocable  Children's  Trust
            Under Agreement dated April 27, 1998 f/b/o Ross Michael Levine,  the
            David L. Levine  Irrevocable  Children's Trust Under Agreement dated
            April 27,  1998 f/b/o Keith  Phillip  Levine and the David L. Levine
            Revocable  Trust Under  Agreement  dated April 27, 1998  (previously
            filed on May 26, 1998 an exhibit to the Company's  Current Report on
            Form 8-K (File No. 001-14115) and incorporated herein by reference).

 4.3        Rights Agreement,  dated as of February 25, 1999 between ResortQuest
            International,  Inc. and American Stock Transfer & Trust Company, as
            Rights  Agent.  

10.1        Form of 1998  Long-Term  Incentive  Plan of the Company  (previously
            filed on March 12, 1998 as an exhibit to the Company's  Registration
            Statement  on  Form S-1 (File No. 333-47867) and incorporated herein
            by reference).



                                       33

<PAGE>

10.2        Form of  Employment  Agreement  between  the  Company  and  David C.
            Sullivan  (previously  filed  on April  27,  1998 as an  exhibit  to
            Amendment No. 1 to the Company's  Registration Statement on Form S-1
            (File No. 333-47867) and incorporated herein by reference).

10.3        Form of  Employment  Agreement  between  the  Company and Jeffery M.
            Jarvis  (previously  filed  on  April  27,  1998  as an  exhibit  to
            Amendment No. 1 to the Company's  Registration Statement on Form S-1
            (File No. 333-47867) and incorporated herein by reference).

10.4        Form of  Employment  Agreement  between the  Company and W.  Michael
            Murphy  (previously  filed  on  April  27,  1998  as an  exhibit  to
            Amendment No. 1 to the Company's  Registration Statement on Form S-1
            (File No. 333-47867) and incorporated herein by reference).

10.5        Form of Employment Agreement between the Company and Jules S. Sowder
            (previously filed on April 27, 1998 as an exhibit to Amendment No. 1
            to the  Company's  Registration  Statement  on Form  S-1  (File  No.
            333-47867) and incorporated herein by reference).

10.6        Form of Employment Agreement between the Company and David L. Levine
            (previously filed on April 27, 1998 as an exhibit to Amendment No. 1
            to the  Company's  Registration  Statement  on Form  S-1  (File  No.
            333-47867) and incorporated herein by reference).

10.7        Form of Employment  Agreement  between the Company and John K. Lines
            (previously filed on April 27, 1998 as an exhibit to Amendment No. 1
            to the  Company's  Registration  Statement  on Form  S-1  (File  No.
            333-47867) and incorporated herein by reference).

10.8        Form of  Employment  Agreement  between the Company and Frederick L.
            Farmer  (previously  filed  on  April  27,  1998  as an  exhibit  to
            Amendment No. 1 to the Company's  Registration Statement on Form S-1
            (File No. 333-47867) and incorporated herein by reference).

10.9        Form of  Employment  Agreement  between  the Company and Luis Alonso
            (previously filed on April 27, 1998 as an exhibit to Amendment No. 1
            to the  Company's  Registration  Statement  on Form  S-1  (File  No.
            333-47867) and incorporated herein by reference).

10.10       Form of  Employment  Agreement  between  the  Company and Douglas R.
            Brindley  (previously  filed on March 12,  1998 as an exhibit to the
            Company's  Registration  Statement on Form S-1 (File No.  333-47867)
            and incorporated herein by reference).


                                       34
<PAGE>


10.11       Form of Employment  Agreement between the Company and Paul T. Dobson
            (previously  filed on March 12, 1998 as an exhibit to the  Company's
            Registration   Statement  on  Form  S-1  (File  No.  333-47867)  and
            incorporated herein by reference).

10.12       Form of Employment  Agreement  between the Company and Sharon Benson
            Doucette  (previously  filed on March 12,  1998 as an exhibit to the
            Company's  Registration  Statement on Form S-1 (File No.  333-47867)
            and incorporated herein by reference).

10.13       Form of  Employment  Agreement  between the Company and Evan H. Gull
            (previously  filed on March 12, 1998 as an exhibit to the  Company's
            Registration   Statement  on  Form  S-1  (File  No.  333-47867)  and
            incorporated herein by reference).

10.14       Form of Employment  Agreement  between the Company and Heidi O'Leary
            Houston  (previously  filed on March 12,  1998 as an  exhibit to the
            Company's  Registration  Statement on Form S-1 (File No.  333-47867)
            and incorporated herein by reference).

10.15       Form of  Employment  Agreement  between  the  Company  and Daniel L.
            Meehan  (previously  filed on March 12,  1998 as an  exhibit  to the
            Company's  Registration  Statement on Form S-1 (File No.  333-47867)
            and incorporated herein by reference).

10.16       Form of  Management  Services  Agreement  between the Company and J.
            Patrick McCurdy (previously filed on March 12, 1998 as an exhibit to
            the  Company's   Registration   Statement  on  Form  S-1  (File  No.
            333-47867) and incorporated herein by reference).

10.17       Form of  Employment  Agreement  between  the  Company  and Andre  S.
            Tatibouet  (previously  filed on March 12, 1998 as an exhibit to the
            Company's  Registration  Statement on Form S-1 (File No.  333-47867)
            and incorporated herein by reference).

10.18       Form of Employment  Agreement  between the Company and Hans F. Trupp
            (previously  filed on March 12, 1998 as an exhibit to the  Company's
            Registration   Statement  on  Form  S-1  (File  No.  333-47867)  and
            incorporated herein by reference).

10.19       Form of Officer and Director  Indemnification  Agreement (previously
            filed on April 27,  1998 as an  exhibit  to  Amendment  No. 1 to the
            Company's  Registration  Statement on Form S-1 (File No.  333-47867)
            and incorporated herein by reference).





                                       35
<PAGE>

10.20      Form of  Consulting  Agreement  between  the  Company  and Park Brady
           (previously  filed on April 27, 1998 as an exhibit to Amendment No. 1
           to the  Company's  Registration  Statement  on  Form  S-1  (File  No.
           333-47867) and incorporated herein by reference).

10.21      Promissory Note (previously  filed on March 12, 1998 as an exhibit to
           the Company's Registration Statement on Form S-1 (File No. 333-47867)
           and incorporated herein by reference).

10.22      Credit  Agreement  dated as of May 26,  1998,  in the  amount  of $30
           million,  among ResortQuest  International,  Inc. as Borrower and the
           Financial  Institutions named thereon and NationsBank,  N.A. as agent
           for the Financial Institutions  (previously filed on June 12, 1998 as
           an exhibit to the Company's  Registration Statement on Form S-1 (File
           No. 333-56703) and incorporated herein by reference).

10.23      First  Amendment  to  Credit  Agreement,  dated  September  30,  1998
           (previously  filed  on  November  16,  1998  as  exhibit  10.1 to the
           Company's  Quarterly  Report  on  Form  10-Q  for  the  period  ended
           September 30, 1998 (File No.  001-14115) and  incorporated  herein by
           reference).

10.24      Promissory  Note,  dated  September  30, 1998,  in the amount of $5.0
           million,  between  ResortQuest  International,  Inc. and NationsBank,
           N.A.  (previously  filed on November  16, 1998 as exhibit 10.2 to the
           Company's  Quarterly  Report  on  Form  10-Q  for  the  period  ended
           September 30, 1998 (File No.  001-14115) and  incorporated  herein by
           reference).

10.25      Consulting  Agreement  dated  September  10, 1998 by and among Abbott
           Realty Services, Inc. and William W. Abbott, Jr.

10.26      Form of Officer and Director Indemnification Agreement, as amended.

10.27      Second Amendment to Credit Agreement, dated December 7, 1998.

10.28      Form of Section 401(k) Profit Sharing Plan Adoption Agreement.

13         The 1998  Annual  Report to  Shareholders,  which,  except  for those
           portions  expressly  incorporated  herein by reference,  is furnished
           solely for the  information of the Commission and is not to be deemed
           "filed."

21         Subsidiaries of the Company.

27         Financial Data Schedule for the Period Ended December 31, 1998.

99.2       Financial Statements of Howey Acquisition, Inc. (dba Priscilla Murphy
           Realty,  Inc.) as of December 31, 1997 and May 26, 1998 together with
           Report of Independent Public Accountants.


                                       36
<PAGE>

99.3       Financial  Statements of Collection  of Fine  Properties,  Inc. as of
           December  31,  1997  and  May  26,  1998   together  with  Reports of
           Independent Public Accountants.

99.4       Financial Statements of Coastal Resorts Management,  Inc. and Coastal
           Resorts  Realty  L.L.C.  as of  December  31,  1997 and May 26,  1998
           together with Report of Independent Public Accountants.

99.5       Financial  Statements of First Resort  Software,  Inc. as of December
           31, 1997 and May 26, 1998 together with Report of Independent  Public
           Accountants.

99.6       Financial  Statements of Houston & O'Leary Company as of December 31,
           1997 and May 26,  1998  together  with Report of  Independent  Public
           Accountants.

99.7       Financial  Statements  of Brindley & Brindley  (including  Brindley &
           Brindley Realty and Development,  Inc. and B&B On The Beach, Inc.) as
           of  December  31,  1997 and May 26,  1998  together  with  Report  of
           Independent Public Accountants.

99.8       Financial  Statements  of The Maury  People,  Inc. as of December 31,
           1997 and May 26,  1998  together  with Report of  Independent  Public
           Accountants.

99.9       Financial  Statements  of  Resort  Property  Management,  Inc.  as of
           September 30,  1997  and  May  26,  1998   together  with  Report  of
           Independent Public Accountants.

99.10      Financial Statements of Telluride Resort  Accommodations,  Inc. as of
           December  31,  1997  and  May  26,  1998   together  with  Report  of
           Independent Public Accountants.

99.11      Financial   Statements  of   Trupp-Hodnett   Enterprises   (including
           Trupp-Hodnett  Enterprises,  Inc. and THE  Management  Company) as of
           December  31,  1997  and  May  26,  1998   together  with  Report  of
           Independent Public Accountants.



14(B) REPORTS ON FORM 8-K

     The  Company  filed a report on Form 8-K  during  the last  quarter of 1998
dated October 16, 1998 relating to the acquisition of Abbott Resorts, Inc.

                                       37

<PAGE>

                                  SIGNATURES

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

                                           RESORTQUEST INTERNATIONAL, INC.

                                           By: /s/ John K. Lines
                                               -----------------------------
                                               John K. Lines, Senior
                                               Vice President, Secretary and
                                               General Counsel

Date: March 29, 1999

<TABLE>
<CAPTION>

           SIGNATURE                             TITLE                        DATE
------------------------------   -------------------------------------   --------------
<S>                              <C>                                     <C>
      /s/ DAVID C. SULLIVAN      Chairman of the Board and               March 29, 1999
---------------------------       Chief Executive Officer,
     (David C. Sullivan)          (Principal Executive Officer)

     /s/ DAVID L. LEVINE         President, Chief Operating Officer,     March 29, 1999
---------------------------       Director
     (David L. Levine)

    /s/ JEFFERY M. JARVIS        Senior Vice President and Chief         March 29, 1999
---------------------------       Financial Officer (Principal
     (Jeffery M. Jarvis)          Financial and Accounting
                                  Officer)

  /s/ WILLIAM W. ABBOTT, JR.     Director                                March 29, 1999
--------------------------- 
   (William W. Abbott, Jr.)

                                 Director                                March   , 1999
---------------------------
      (Luis Alonso)

      /s/ ELAN J. BLUTINGER      Director                                March 29, 1999
---------------------------
     (Elan J. Blutinger)

        /s/ PARK BRADY           Director                                March 29, 1999
---------------------------
        (Park Brady)
</TABLE>

                                       38

<PAGE>
<TABLE>
<CAPTION>
           SIGNATURE                             TITLE                        DATE
------------------------------   -------------------------------------   --------------
<S>                              <C>                                     <C>
    /s/ DOUGLAS R. BRINDLEY      Director                                March 29, 1999
---------------------------
    (Douglas R. Brindley)

     /s/ D. FRASER BULLOCK       Director                                March 29, 1999
---------------------------
     (D. Fraser Bullock)
                                
       /s/ PAUL T. DOBSON        Director                                March 29, 1999
---------------------------
      (Paul T. Dobson)

                                 Director                                March   , 1999
---------------------------
   (Joshua M. Freeman)

                                 Director                                March   , 1999
---------------------------
      (Evan H. Gull)

 /s/ HEIDI O'LEARY HOUSTON       Director                                March 29, 1999
------------------------------
   (Heidi O'Leary Houston)

                                 Director                                March   , 1999
---------------------------
     (Charles O. Howey)

   /s/ DANIEL L. MEEHAN          Director                                March 29, 1999
---------------------------
     (Daniel L. Meehan)

 /s/ J. PATRICK MCCURDY          Director                                March 29, 1999
---------------------------
   (J. Patrick McCurdy)

                                 Director                                March   , 1999
---------------------------
     (Michael D. Rose)

/s/ ANDRE S. TATIBOUET           Director                                March 29, 1999
---------------------------
  (Andre S. Tatibouet)

   /s/ HANS F. TRUPP             Director                                March 29, 1999
---------------------------
      (Hans F. Trupp)

 /s/ JOSEPH V. VITTORIA          Director                                March 29, 1999
---------------------------
    (Joseph V. Vittoria)

                                 Director                                March   , 1999
---------------------------
   (Theodore L. Weise)

</TABLE>

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