EXHIBIT 10.5(d)


                                   AMENDMENT NO. 3
                                          TO
                                    BANK AGREEMENT
                                         FOR
                              12% DEBENTURES - SERIES 1


                    AMENDMENT NO. 3, DATED AS OF JUNE 26, 1998 (THE
          "AMENDMENT"), TO BANK AGREEMENT, dated as of August 14, 1990
          (the "Agreement"), with respect to 12% Debentures due June 16,
          2000, Series 1 (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
          Section 5.6 and inserting in its stead the following Section 5.6:

                         "Section 5.6.  Redemption. Whenever
                                        ----------
                         the Company 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

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

                    3.   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.

                    4.   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. 3 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