EXHIBIT 10.5(p)

                                   AMENDMENT NO. 2
                                          TO
                                    BANK AGREEMENT
                                         FOR
                               12% DEBENTURES SERIES 5


                    AMENDMENT NO. 2, DATED AS OF JUNE 26, 1998 (THE
          "AMENDMENT"), TO BANK AGREEMENT, dated as of October 30, 1992
          (the "Agreement"), with respect to 12% Debentures due January 15,
          2003, Series 5 (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:

                         (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 five (5) 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 not be required to
                         give written notice to the
                         Purchasers of that 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 5.6(c):

                         "Section 5.6(c)  Application of
                                          --------------
                         Prepayment.  In the event that the Company shall
                         ----------
                         effect a voluntary redemption, at any time in its
                         sale and absolute discretions, of part or all of
                         the Debentures, without premium or penalty, it
                         shall be in the Company's sole discretion as to
                         the mandatory redemption that the prepayment,
                         resulting from the voluntary redemption, shall be
                         applied against."

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

                    4.   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.

                    5.   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. 2 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/  Robert Gennari 
              --------------------                     --------------------
          Name:  Bernard M. Rodin                 Name: Robert Gennari
          Title: President                        Title: Vice President