FIRST AMENDMENT TO

                 THIRD AMENDED AND RESTATED
                SUPPLEMENTARY TRUST AGREEMENT
                          (ARIZONA)


     This  First Amendment  to  Third Amended  and  Restated
Supplementary Trust Agreement is made and entered into as of
July 31, 1996, by  and among Fairfield Communities, Inc.,  a
Delaware   corporation  (referred   to  herein   as  "FCI");
Fairfield Acceptance Corporation, a Delaware corporation and
wholly-owned  subsidiary  of  FCI  (referred  to  herein  as
"FAC"); First American Title Insurance Company, a California
corporation  (referred to  herein  as "Trustee");  The First
National Bank of Boston,  Boston, Massachusetts (referred to
herein  as "FNBB"), as agent  and lender to  FCI pursuant to
the  FCI Boston Loan Agreement; FNBB, as agent and lender to
FAC pursuant to the  FAC Boston Loan Agreement; and  Capital
Markets  Assurance Corporation, a  New York  Stock insurance
company, as  collateral agent  (referred to herein  as "1995
Collateral Agent"),  pursuant to the  1995 Credit  Agreement
(as  hereinafter  defined).    This  Amendment  amends  that
certain  Third  Amended  and  Restated  Supplementary  Trust
Agreement,  dated as  of  July 31,  1996 (the  "Agreement").
Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed thereto in the Agreement.

                    W I T N E S S E T H:

     WHEREAS,  pursuant to  Section 15(a) of  the Agreement,
FCI, FAC, Trustee and Bank of Boston can amend the Agreement
to identify and segregate a separate pool of Sales Contracts
and  the Intervals relating thereto, which are to be sold or
pledged pursuant to a pooling, pledge or sale agreement;

     WHEREAS,   FAC  has   previously  sold   certain  Sales
Contracts  to  Fairfield  Capital  Corporation,  a  Delaware
corporation  (referred to  herein  as "FCC")  pursuant to  a
Receivables Purchase Agreement, dated  as of March 28, 1995,
among FCI,  as  originator,  FAC,  as  seller  and  FCC,  as
purchaser, which Sales Contracts were in turn pledged by FCC
to the  1995 Collateral Agent  for the benefit  Triple-A One
Funding Corporation,  a  Delaware corporation  (referred  to
herein   as  "Triple-A"),   pursuant  to  the   1995  Credit
Agreement; 

     WHEREAS, the  parties hereto desire to  enter into this
Amendment in order to amend certain definitions contained in
the Agreement  to reflect that the 1995  Credit Agreement is
being amended and restated contemporaneously herewith;  and 

     NOW  THEREFORE, in consideration of the mutual promises
and covenants set forth herein, the parties hereto  agree as
follows:

     1.   Section 1  of the  Agreement is hereby  amended by
adding thereto  the following definitions  (and by  striking
any definitions which are  supplanted by the definitions set
forth below):

     1995 Credit  Agreement means  that certain Amended  and
     ----------------------
Restated  Credit Agreement dated as of July 31, 1996, by and
among FAC,  as servicer,  FCI, FCC, as  borrower, L/C  Bank,
Triple-A and the 1995 Collateral Agent, relating to loans to
be  made by  Triple-A to FCC,  as the  same may  be amended,
supplemented,  or otherwise  modified from  time to  time in
accordance with the terms thereof. 

     1995  Collateral Agent means  Capital Markets Assurance
     ----------------------
Corporation,  a   New  York  Stock  insurance   company,  as
collateral agent for the benefit of itself, Triple-A and L/C
Bank pursuant to the 1995 Credit Agreement.

     L/C Bank  means The First  National Bank of  Boston, as
     -------- 
L/C Bank under the 1995 Credit Agreement.

     2.   Section 16  of the Agreement is  hereby amended by
adding thereto the following  addresses (and by striking any
addresses which  are supplanted  by the addresses  set forth
below):

           First American Title Insurance Company
           --------------------------------------
Earl Briggs or Jeff Anderson
First  American  Title   Insurance  Company,  a   California corporation
403 N. Agassiz, P. O. Box 1910
Flagstaff, Arizona   86002
(520) 779-5171



              The First National Bank of Boston
              --------------------------------- 
 
                                   Counsel:
Linda J. Carter                    Marcia Robinson
The First National Bank of Boston  Bingham, Dana & Gould
115 Perimeter Center Place, N.E.   150 Federal Street
Suite 500                          Boston, Massachusetts 02106
Atlanta, Georgia  30346            (617) 951-8535
(770) 390-6500                     Telecopy:  (617) 951-8736
Telecopy:  (770)390-8434






            Capital Markets Assurance Corporation
            -------------------------------------

885 Third Avenue, 14th Floor       Counsel:
New York, NY  10022                Marc D. Wassermann, Esq.
Attn:  Head of Exposure            Sidley & Austin
  Management                       1722 Eye Street, NW     
(212) 891-8806                     Washington, D.C. 20006
Telecopy:  (212) 755-5462          (202)736-8000     
                                   Telecopy:  (202) 736-8711

     3.   Except as otherwise amended by this Amendment, all
provisions of the Agreement remain in full force and effect.


     4.   An  executed  copy  of  this  Amendment  shall  be
provided to all parties to the Agreement.

     5.   This  Amendment shall  be construed  in accordance
with and governed  by the laws of the State  of Arizona.  In
the  event that any clause or provision of this Amendment is
declared to be invalid, the invalidity of any such clause or
provision  shall  not  affect  the  remaining  clauses   and
provisions  of this  Amendment  which shall  remain in  full
force and effect.
 
     6.    This Amendment  may be  executed  in one  or more
counterparts, all of which shall constitute one and the same
instrument.


            [THIS SPACE LEFT BLANK INTENTIONALLY]







     DATED as of the date first above written.

                              FAIRFIELD COMMUNITIES, INC. 

/s/Dawn Peoples               BY:/s/Robert W. Howeth
_________________________        ____________________________
Witness                       TITLE: Senior Vice President

                 
                              FAIRFIELD ACCEPTANCE CORPORATION

/s/Dawn Peoples               BY:/s/Robert W. Howeth
_________________________        ____________________________
Witness                       TITLE: President

                              FIRST AMERICAN TITLE INSURANCE,
                              A CALIFORNIA CORPORATION

/s/Ruth Clark                 BY:/s/Jeff Anderson
_________________________        ____________________________
Witness                       TITLE: Vice President

                              THE  FIRST  NATIONAL  BANK  OF BOSTON,
                              as agent and lender under the 
                              FCI Boston Loan Agreement


/s/Paula C. Anderson          BY: /s/Linda J. Carter
_________________________        ____________________________
Witness                       TITLE: Vice President

                              THE FIRST NATIONAL BANK OF BOSTON, 
                              as agent and lender under the
                              FAC Boston Loan Agreement


/s/Paula C. Anderson          BY: /s/Linda J. Carter
_________________________        ____________________________
Witness                       TITLE: Vice President
                         
                              CAPITAL MARKETS ASSURANCE
                              CORPORATION,
                              as 1995 Collateral Agent


/s/Dawn Peopls                BY: /s/Philip Theoharides
_________________________        ____________________________
Witness                       TITLE: Vice President