EXHIBIT 10.5(i)


                                   AMENDMENT NO. 1
                                          TO
                                    BANK AGREEMENT
                                         FOR
                              11% DEBENTURES - SERIES 3


                    AMENDMENT NO. 1, DATED AS OF DECEMBER   , 1996 (THE
                                                          --
          "AMENDMENT"), TO BANK AGREEMENT, dated as of October 17, 1991
          (the "Agreement"), with respect to 11% Debentures due December
          31, 1996, Series 3 (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 adding the
          following Section 5.8:

                         "Section 5.8.  Principal Amount of
                                        -------------------
                         Debentures Payable  Without Presentment or
                         ------------------------------------------
                         Surrender.  The principal amount of the Debentures
                         ---------
                         and any interest then due shall be payable at
                         maturity 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

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                         its register shall be controlling as to the
                         remaining unpaid principal amount thereof."

                    2.   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 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."

                    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.








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                    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. 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