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,  1995, 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:  January 23, 1996              /s/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,  1995, 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:  January 23, 1996               /s/Ronald Langley       
                                     --------------------------



                         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,  1995, 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:  January 23, 1996            /s/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,  1995, 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:  January 23, 1996               /s/Daryl J. Butcher      
                                      -------------------------



                         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,  1995, 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:  January 23, 1996             /s/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,  1995, 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:  January 23, 1996              /s/William C. Scott    
                                      -------------------------