EXHIBIT 10.5(f)


                                   AMENDMENT NO. 1
                                          TO
                                    BANK AGREEMENT
                                         FOR
                              12% DEBENTURES - SERIES 2


                    AMENDMENT NO. 1, DATED AS OF DECEMBER __, 1996 (THE
          "AMENDMENT"), TO BANK AGREEMENT, dated as of October 11, 1991
          (the "Agreement"), with respect to 12% Debentures due April 15,
          1999, Series 2 (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.  Whenver 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 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

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                         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

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                         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