EXHIBIT 4.2



                             GRAND COURT LIFESTYLES, INC.

                          SUPPLEMENTAL OFFICER'S CERTIFICATE


                    Catherine Merlino, a Vice President of GRAND COURT
          LIFESTYLES, INC. (the "Company"), pursuant to the authority
          granted in the Board Resolutions of the Company dated March 8,
          1999, and Sections 102, 1201 and 1207 of the Indenture defined
          herein, does hereby certify to The Bank of New York (the
          "Trustee"), as Trustee under the Indenture of the Company (For
          Unsecured Debt Securities) dated as of October 1, 1998 (the
          "Indenture") that:

               1.   The securities of the first series issued under the
                    Indenture are designated "11% Series Notes due December
                    15, 2005" (the "Notes of the First Series").  The terms
                    of the Notes of the First Series are set forth in the
                    Officer's Certificate dated November 24, 1998 and in
                    Exhibit A thereto, previously delivered to the Trustee. 
                    All capitalized terms used in this certificate which
                    are not defined herein but are defined in such Exhibit
                    A shall have the meanings set forth in such Exhibit A;
                    all capitalized terms used in this certificate which
                    are not defined herein or in such Exhibit A hereto but
                    are defined in the Indenture shall have the meanings
                    set forth in the Indenture;

               2.   This Supplemental Officer's Certificate is being
                    delivered pursuant to Sections 1201 and 1207 of the
                    Indenture to effect the following changes to the terms
                    of the Notes of the First Series:

                    (a)  the aggregate principal amount of the Notes of the
                    First Series which may be authenticated and delivered
                    under the Indenture shall be limited to $11,000,000,
                    except as contemplated in Section 301(b) of the
                    Indenture;

               3.   In the opinion of the undersigned the change referred
                    to in item 2(a) above, does not adversely affect the
                    interests of the Holders of the Notes in any material
                    respect;

               4.   The undersigned has read all of the covenants and
                    conditions contained in the Indenture relating to the
                    issuance of the Notes of the First Series and the
                    definitions in the Indenture relating thereto and in
                    respect of which this certificate is made;

               5.   The statements contained in this certificate are based
                    upon the familiarity of the undersigned with the
                    Indenture, the documents accompanying this certificate,
                    and upon discussions by the undersigned with officers
                    and employees of the Company familiar with the matters
                    set forth herein;

               6.   In the opinion of the undersigned, she has made such
                    examination or investigation as is necessary to enable
                    her to express an informed opinion whether or not such
                    covenants and conditions have been complied with; and

               7.   In the opinion of the undersigned, such conditions and
                    covenants and conditions precedent, if any (including
                    any covenants compliance with which constitutes a
                    condition precedent) to the authentication and delivery
                    of the Notes of the First Series requested in the
                    accompanying Company Order have been complied with.

               IN WITNESS WHEREOF, I have executed this Officer's
          Certificate this 12th day of March, 1999.



                                              /s/ Catherine Merlino        
                                             ------------------------------
                                                  Catherine Merlino
                                                  Vice President