EXHIBIT 10.5(r)

                                   AMENDMENT NO. 1
                                          TO
                                    BANK AGREEMENT
                                         FOR
                              12% DEBENTURES - SERIES 6


                    AMENDMENT  NO. 1,  DATED AS OF  DECEMBER __,  1996 (THE
          "AMENDMENT"),  TO BANK AGREEMENT, dated  as of May  24, 1993 (the
          "Agreement"), with respect to 12%  Debentures due April 30, 2003,
          Series  6  (the  "Debentures")  between  J&B  Management  Company
          ("J&B") and its affiliates:  Leisure Centers Inc., J&B Management
          Corp., Sulgrave Realty Corporation  and Wilmart Development Corp.
          (collectively, the "Affiliates")  and The Bank  of New York  (the
          "Bank").

                                 W I T N E S S E T H:
                                 -------------------

                    WHEREAS,  J&B,   the  Affiliates  and  the   Bank  have
          heretofore entered into the Agreement;

                    WHEREAS, Grand Court  Lifestyles, Inc. (the  "Company")
          has acquired substantially all  of the assets of J&B,  subject to
          substantially all of J&B's liabilities;

                    WHEREAS, the Company has assumed the obligations of J&B
          relating to the Debentures;

                    WHEREAS, the Company is successor by merger to  each of
          the Affiliates; and

                    WHEREAS, the Company  and the Bank desire  to amend the
          Agreement;

                    NOW, THEREFORE,  in consideration of the  foregoing and
          the  mutual covenants herein, the  Company and the  Bank agree as
          follows:

                    1.   The  Agreement  is  hereby  amended   by  deleting
          paragraph  (a)  of Section  5.6 and  inserting  in its  stead the
          following paragraph (a):

                         "(a)    Whenever the  Company shall
                         effect  a  voluntary redemption  of
                         part  or  all  of  the  Debentures,
                         which shall be  without premium  or
                         penalty, or is  required to  effect
                         mandatory redemption of part or all
                         of  the   Debentures,  the  Company
                         shall  give written  notice thereof
                         to  the Bank  at  least forty  (40)
                         days  prior to  the date  set forth
                         for redemption, the manner in which
                         redemption  shall  be effected  and
                         all  the relevant  details thereof.
                         The Bank shall give  written notice
                         to    the   Purchasers    of   that
                         redemption  at  least  thirty  (30)
                         days  prior to  the date  set forth
                         for  redemption.    The Bank  shall
                         register  the  cancellation of  the
                         whole  or a portion of the redeemed
                         Debentures, as appropriate.  In any
                         event, new debentures  will not  be
                         issued to  reflect the non-redeemed
                         portion  of  the  debentures.    No
                         interest  shall  be payable  on the
                         redeemed  portion  of  a  Debenture
                         from   and   after   the  date   of
                         redemption."

                    2.   The  Agreement is  hereby  amended by  adding  the
          following Section 5.8:

                         "Section 5.8.  Principal Amount of
                                        ----------------------
                         Debentures Payable  Without Presentment or
                         ------------------------------------------
                         Surrender.  The portion of the unpaid principal
                         --------- 
                         amount of the Debentures and any interest due upon
                         any  redemption  or at  maturity shall  be payable
                         without   presentment   or   surrender    of   the
                         Debentures.  Notwithstanding anything herein or in
                         the   Debentures  to  the   contrary,  the  unpaid
                         principal amount  thereof recorded by  the Bank in
                         its  register  shall  be  controlling  as  to  the
                         remaining unpaid principal amount thereof."

                    3.   The  Agreement  is  hereby amended  by  adding the
          following Section 7.9:

                         "Section 7.9.  Matured Set Aside
                                        -----------------
                         Purchase Notes.  The Bank shall return promptly to
                         --------------
                         the Company  matured Set Aside Purchase Notes (the
                         "Matured  Set Aside  Purchase  Notes")  after  the
                         delivery by the Company  to the Bank of sufficient
                         funds  to  make  payment  of  all  principal   and
                         interest on the Debentures due upon any redemption
                         or  at  maturity  pursuant  to Section  5.8.    In
                         addition to the return  of those Matured Set Aside
                         Purchase  Notes, the  Bank shall  (i) execute  and
                         deliver to the  Company an instrument  prepared by
                         the Company effecting a release by the Bank of the
                         existing  assignment of the  security interest and
                         Purchase Agreement covering the  related Purchased
                         Partnership   Interest,   (ii)   file   with   the
                         appropriate governmental  authorities indicated by
                         the Company, financing statements delivered by the
                         Company to the  Bank recording the  termination of
                         the  Bank's  security   interest  and   assignment
                         granted under this Bank Agreement and (iii) return
                         to the Company the Consent and Agreement described
                         in   Section  7.2(c)   hereof  and   the  Consent,
                         Assignment  and  Agreement  described  in  Section
                         7.3(c) hereof, each as relates to such Matured Set
                         Aside Purchase Note."

                    4.   Capitalized  terms used  herein and  not otherwise
          defined  shall have  the meaning  assigned to  such terms  in the
          Agreement.

                    5.   This   Amendment  may   be  executed   in  several
          counterparts, each of  which when executed and delivered shall be
          deemed an original and all of which counterparts, taken together,
          shall constitute but one and the same Amendment.

                    6.   Except as  provided herein, all  provisions, terms
          and  conditions of the Agreement  shall remain in  full force and
          effect.    As  amended  hereby,  the Agreement  is  ratified  and
          confirmed in all respects.


                    IN WITNESS WHEREOF, the parties hereto have caused this
          Amendment No.  1 to be duly  executed as of the  date first above
          written.


          GRAND COURT LIFESTYLES, INC.          THE BANK OF NEW YORK


          By:  /s/ Bernard M. Rodin             By:  /s/  Mark G. Walsh
            ---------------------                  ----------------------
          Name:  Bernard M. Rodin               Name:  Mark G. Walsh 
          Title: President                      Title: Assistant Vice President