POWER OF ATTORNEY
                      ------------------

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints John  W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution  for him and his  name, place and stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all  amendments thereto,  and to  file same,  with all
  exhibits,  and other  documents  in connection  therewith,
  with  the  Securities  and  Exchange Commission,  granting
  unto  said  attorney in  fact  and agent,  full  power and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary  to  be done  in  and  about the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all intents  and purposes as he  might or could do  in
  person,  hereby ratifying  and  confirming all  that  said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997       /s/Les R. Baledge     
                               --------------------------   
                               Les R. Baledge
     

                       POWER OF ATTORNEY
                      ------------------ 

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints John  W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution  for him and his  name, place and stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all  amendments thereto,  and to  file same,  with all
  exhibits,  and other  documents  in connection  therewith,
  with  the  Securities  and  Exchange Commission,  granting
  unto  said  attorney in  fact  and agent,  full  power and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary  to  be done  in  and  about the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all intents  and purposes as he  might or could do  in
  person,  hereby ratifying  and  confirming all  that  said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997     /s/Russell A. Belinsky    
                             -----------------------------    
                             Russell A. Belinsky



                       POWER OF ATTORNEY
                      ------------------  

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints John  W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution  for him and his  name, place and stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all  amendments thereto,  and to  file same,  with all
  exhibits,  and other  documents  in connection  therewith,
  with  the  Securities  and  Exchange Commission,  granting
  unto  said  attorney in  fact  and agent,  full  power and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary  to  be done  in  and  about the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all intents  and purposes as he  might or could do  in
  person,  hereby ratifying  and  confirming all  that  said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997      /s/Ernest D. Bennett, III       
                                ------------------------------
                                Ernest D. Bennett, III




                       POWER OF ATTORNEY
                       -----------------  

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints John  W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution  for him and his  name, place and stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all  amendments thereto,  and to  file same,  with all
  exhibits,  and other  documents  in connection  therewith,
  with  the  Securities  and  Exchange Commission,  granting
  unto  said  attorney in  fact  and agent,  full  power and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary  to  be done  in  and  about the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all intents  and purposes as he  might or could do  in
  person,  hereby ratifying  and  confirming all  that  said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997        /s/Philip L. Herrington   
                                ---------------------------  
                                Philip L. Herrington 


                       POWER OF ATTORNEY
                      -----------------   

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints John  W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution  for him and his  name, place and stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all  amendments thereto,  and to  file same,  with all
  exhibits,  and other  documents  in connection  therewith,
  with  the  Securities  and  Exchange Commission,  granting
  unto  said  attorney in  fact  and agent,  full  power and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary  to  be done  in  and  about the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all intents  and purposes as he  might or could do  in
  person,  hereby ratifying  and  confirming all  that  said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997     /s/Bryan D. Langton       
                               ---------------------------
                               Bryan D. Langton   


                       POWER OF ATTORNEY
                      ------------------

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints John  W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution  for him and his  name, place and stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all  amendments thereto,  and to  file same,  with all
  exhibits,  and other  documents  in connection  therewith,
  with  the  Securities  and  Exchange Commission,  granting
  unto  said  attorney in  fact  and agent,  full  power and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary  to  be done  in  and  about the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all intents  and purposes as he  might or could do  in
  person,  hereby ratifying  and  confirming all  that  said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997       /s/Charles D. Morgan       
                               --------------------------
                               Charles D. Morgan





                       POWER OF ATTORNEY
                      ------------------

       KNOW ALL MEN BY THESE  PRESENTS, that the undersigned
  constitutes and appoints  John W. McConnell and/or  Robert
  W.  Howeth, severally,  his true  and  lawful attorney  in
  fact  and agent,  with  full  powers of  substitution  and
  resubstitution for him  and his name, place and  stead, in
  any and all capacities, to  sign an annual report  on Form
  10-K for the  fiscal year of Fairfield  Communities, Inc.,
  a Delaware corporation,  ended December 31, 1996,  and any
  or  all amendments  thereto, and  to file  same, with  all
  exhibits,  and  other documents  in  connection therewith,
  with  the  Securities and  Exchange  Commission,  granting
  unto said  attorney  in fact  and  agent, full  power  and
  authority to do and perform  each and every act  and thing
  requisite  and  necessary to  be  done  in and  about  the
  premises,  as  fully  for  all  intents  and  purposes  as
  necessary to be done in  and about the premises,  as fully
  for all  intents and purposes as  he might or could  do in
  person,  hereby  ratifying  and confirming  all  that said
  attorney  in fact  and  agent  or his  substitute(s),  may
  lawfully do or cause to be done by virtue hereof.



  Dated: February 25, 1997        /s/William C. Scott     
                                  --------------------------
                                     William C. Scott