THIRD AMENDMENT TO THIRD AMENDED AND
                    RESTATED REVOLVING CREDIT AGREEMENT

                                  between
   
                      FAIRFIELD ACCEPTANCE CORPORATION

                                    and

                     THE FIRST NATIONAL BANK OF BOSTON, 
                        INDIVIDUALLY AND AS AGENT


     THIS AMENDMENT (this "Amendment") dated as  of December
12,  1996,  is  made  by  and  among  FAIRFIELD   ACCEPTANCE
CORPORATION,  a  Delaware  corporation  (the  "Borrower"  or
"FAC"), THE  FIRST  NATIONAL  BANK  OF  BOSTON,  a  national
banking association ("FNBB"), and THE FIRST NATIONAL BANK OF
BOSTON,  as agent for itself and  the Lenders (the "Agent"),
parties to a  certain Third Amended  and Restated  Revolving
Credit Agreement dated as of September 28, 1993, as  amended
by a  Consent, Waiver and  Agreement, dated as  of September
23, 1994, as further  amended by a First Amendment  to Third
Amended and Restated Revolving Credit Agreement dated as  of
December  9, 1994,  and  as  further  amended  by  a  Second
Amendment  to  Third Amended  and Restated  Revolving Credit
Agreement  dated as of December 19, 1994 (as so amended, the
"Credit  Agreement").    This  Amendment  is  joined  in  by
Fairfield   Communities,   Inc.,   a  Delaware   corporation
("Fairfield")  and Fairfield  Myrtle Beach,  Inc. ("Myrtle",
Fairfield and  Myrtle are hereinafter  collectively referred
to  as  the "Guarantors")  by  reason  of the  Unconditional
Guaranty of  Payment and Performance, dated  as of September
28, 1993, from  the Guarantors  in favor of  the Agent  (the
"FAC Guaranty").  All capitalized  terms used herein and not
otherwise defined  shall have  the same  respective meanings
herein as in the Credit Agreement.

     WHEREAS, FNBB, FAC  and the Agent have agreed to extend
the maturity date of the Revolving Credit Loans;

     NOW, THEREFORE, in consideration of the  premises, FAC,
FNBB, the Guarantors and the Agent hereby agree as follows:

     1.  AMENDMENT TO CREDIT AGREEMENT.  FAC, FNBB and  the
         -----------------------------
Agent hereby agree to amend the Credit Agreement as follows:

     1.1.     The definition "Maturity  Date" appearing  in
Section 1.1  of the Credit  Agreement is  hereby amended  by
deleting said  definition in its  entirety and  substituting
therefor the following new definition:

     "Maturity Date.   January 1, 1999,  or if extended
      -------------
     in  accordance with  3.4  hereof,  such  extended
     date."

     2.  GUARANTORS CONSENT.  The Guarantors hereby consent
         ------------------
to the amendment to  the Credit Agreement set forth  in this
Amendment and confirm their obligations to the Agent and the
Lenders under the  FAC Guaranty and  the FAC Guaranty  shall
extend to and include the  obligations of the Borrower under
the  Credit Agreement as amended by this Amendment.  Each of
the  Guarantors agrees  that all of  its obligations  to the
Agent and  the Lenders  evidenced  by or  otherwise  arising
under the FAC Guaranty are in full force and effect and  are
hereby ratified and confirmed in all respects. 

    3. OTHER AMENDMENTS.  Except as  expressly provided in
       ----------------
this  Amendment,  all of  the  terms and  conditions  of the
Credit Agreement and the other Loan Documents remain in full
force  and  effect.    FAC  confirms  and  agrees  that  the
Obligations  of FAC to the  Lenders and the  Agent under the
Credit Agreement,  as amended hereby,  and all of  the other
obligations  of  FAC under  the  other  Loan Documents,  are
secured  by  and entitled  to the  benefits of  the Security
Documents.

    4. EXECUTION IN COUNTERPARTS.   This  Amendment may  be
       -------------------------
executed  in any number of counterparts and by each party on
a separate counterpart, each of  which when so executed  and
delivered shall be  an original, but  all of which  together
shall constitute one instrument.  In proving this Amendment,
it shall not  be necessary  to produce or  account for  more
than one such counterpart  signed by the party  against whom
enforcement is sought.

    5. HEADINGS.   The captions  in this  Amendment are for
       --------
convenience of reference only and  shall not define or limit
the provisions hereof.


       IN  WITNESS  WHEREOF,  the parties  have  executed  this
Amendment  as an instrument under seal to be governed by the
laws of the  Commonwealth of Massachusetts,  as of the  date
first above written.

                              FAIRFIELD ACCEPTANCE
                                  CORPORATION


                              By: /s/Robert W. Howeth
                                 -------------------------------
                              Name: Robert W. Howeth
                                   -----------------------------
                              Title: President
                                    ----------------------------


                              FAIRFIELD COMMUNITIES, INC.


                              By: /s/Robert W. Howeth
                                 ------------------------------
                              Name: Robert W. Howeth
                                   ----------------------------
                              Title: Senior Vice President
                                    ----------------------------


                              FAIRFIELD MYRTLE BEACH, INC.


                              By: /s/Robert W. Howeth
                                 -------------------------------
                              Name: Robert W. Howeth
                                   -----------------------------
                              Title: Vice President
                                    ----------------------------


                              THE FIRST NATIONAL BANK
                               OF BOSTON, Individually and as Agent


                              By:/s/ Linda J. Carter
                                 ---------------------------------
                              Name: Linda J. Carter
                                   -------------------------------
                              Title: Vice President
                                    ------------------------------