SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                        FORM 10K/A (No. 1)

         AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended December 31, 1996

                 Commission File Number: 1-8096
                   FAIRFIELD COMMUNITIES, INC.
     (Exact name of registrant as specified in its Charter)
       Delaware                           71-0390438
(State of incorporation)     (I.R.S. Employer Identification No.)

   11001 Executive Center Drive, Little Rock, Arkansas 72211
   (Formerly 2800 Cantrell Road, Little Rock, Arkansas 72202)
  (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (501) 228-2700

 Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange
 Title of each class                on which registered
 -------------------                -------------------  
 Common Stock, $.01 par value            New York
 Preferred Stock Purchase Rights         New York
  with respect to Common Stock,
  $.01 par value

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject to
such  filing  requirements for the past 90 days. Yes X  No
                                                    ---   ---

Indicate  by check mark if disclosure of delinquent  filers
pursuant  to  Item 405 of Regulation S-K is  not  contained
herein,  and  will not be contained, to  the  best  of  the
registrant's knowledge, in definitive proxy or  information
statements  incorporated by reference in Part III  of  this
Form 10-K or any amendment to this Form 10-K.  [    ]

     APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
          PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all
documents  and reports required to be filed by Section  12,
13  or  15(d)  of  the  Securities  Exchange  Act  of  1934
subsequent to the distribution of securities under  a  plan
confirmed by a court.  Yes  X  No
                          ----   ----  

The  number  of  shares  of the registrant's  Common  Stock
outstanding  as of January 31, 1997 totaled 11,052,903  and
the aggregate market value of the registrant's Common Stock
held by non-affiliates totaled approximately $299.3 million
at January 31, 1997.

Documents Incorporated by Reference:  Parts I, II  and  III
of  this  Form  10-K  incorporate  certain  information  by
reference   from   the  registrant's   Annual   Report   to
Stockholders for the year ended December 31, 1996  and  the
Proxy  Statement to be issued in connection with  its  1997
Annual Meeting of Stockholders.


                   FAIRFIELD COMMUNITIES, INC.
               Securities and Exchange Commission
                        Form 10-K, Part I



Items 1. and 2.     BUSINESS AND PROPERTIES
---------------     ------------------------
Items  1  and  2 are hereby amended by deleting  the  fifth
paragraph thereof and inserting the following paragraphs.

PLACES - FAIRFIELD'S PROPERTY PORTFOLIO
Fairfield's  objective  is to be the  leading  provider  of
innovative,  high-quality  vacation  experiences   in   the
timeshare  industry to the broadest spectrum of  households
throughout  the  United  States.  To  capitalize   on   its
innovative  FairShare Plus vacation system and to  achieve
its   objective,  Fairfield  has  placed  an  emphasis   on
acquiring  and developing resort properties in  destination
locations.  These  resorts are in  areas  with  well  known
attractions and large tourist populations. The advantage of
focusing  on sites in destination locations is the  reduced
need   for  developing  large-scale  amenities  to  attract
vacationers,   yielding  lower  developmental   risks   and
expenses  for Fairfield. Furthermore, large populations  of
prospective customers continually pass through these areas,
marking  them as prime areas for Fairfield to  operate  on-
site  sales  offices which showcase the Company's  property
portfolio and contribute significantly to increased sales.

Fairfield has opened five resorts in the destination cities
of   Branson,  Missouri;  Myrtle  Beach,  South   Carolina;
Nashville,  Tennessee; Orlando, Florida; and  Williamsburg,
Virginia.  Eleven of Fairfield's properties, including  all
five  destination location resorts, have been  awarded  the
Gold  Crown  Resort  Designation,  the  highest  level   of
distinction,  from  RCI,  the  leading  industry   exchange
company.   Furthermore,  at  year  end,   Fairfield   owned
undeveloped  property at its destination resorts  on  which
the  present  master  plans for those resorts  provide  for
approximately  778  additional  units,  which  if  sold  at
current  prices would represent approximately $523  million
in future sales.

NEWER DEVELOPMENTS

FAIRFIELD MYRTLE BEACH
Fairfield's second Myrtle Beach resort, SeaWatch Plantation
is a 10-acre oceanfront property, with 640 units consisting
of  a  mixture of condominiums and hotel units. The initial
phase includes 97 units as well as a pool, lagoon and beach
walk.  The  first building of the resort was  completed  in
August 1996, and the entire first phase should be completed
in  1999.  The Myrtle Beach area was rated the second  most
popular  drive  destination in the  United  States  by  the
Automobile  Association  of  America  Travel  Service,  and
averages  more than 14 million visitors per year. Fairfield
Westwinds,   Fairfield's   original   Myrtle   Beach   area
development, was built in 1989.


FAIRFIELD NASHVILLE
Fairfield  Nashville is located on 19 acres  in  the  music
center  of  Nashville,  TN,  adjacent  to  Opryland.   When
completed,  the resort will offer approximately 254  units.
At year end, Fairfield Nashville had 15 units completed and
31   units   under  construction.  Amenities  at  Fairfield
Nashville  include  indoor and outdoor  swimming  pools,  a
health  club,  clubhouse, fully equipped picnic  areas  and
playgrounds.  As  an  estimated  10  million  people  visit
Nashville   annually,  the  location  of  this  resort   is
consistent with Fairfield's strategy to expand its vacation
ownership network in popular destination locations.

FAIRFIELD ORLANDO AT CYPRESS PALMS
Fairfield  Orlando  at Cypress Palms is  located  in  close
proximity to this city's world famous attractions  such  as
Walt  Disney  World   Resort, Epcot  Center,  MGM  Studios,
Universal Studios and Sea World. When completed, the resort
will  include  244  units  and a pool  and  whirlpool  spa.
Currently, Fairfield Orlando has 58 units completed and  12
units under construction. Orlando and the surrounding areas
also  offer  other  major  amusement  parks,  exhibits  and
attractions drawing visitors throughout the year,  many  of
whom are repeat visitors.

OTHER RESORTS
Fairfield's  expansive array of resorts  reaches  coast-to-
coast, and offers a variety of vacation experiences to meet
the different lifestyles and vacation needs of its customer
base.  Fairfield's resort sites vary in size  from  several
acres  to  over 18,000 acres. The locations offer many  on-
site  amenities  ranging  from swimming  pools  and  tennis
courts   at  most  sites  to  championship  golf   courses,
equestrian facilities and ski slopes at some of the  larger
resorts.  Adults value the abundance of fine  shopping  and
dining surrounding Fairfield's resorts, and children  enjoy
Fairfield's  numerous playgrounds, recreation  centers  and
miniature golf courses.

Fairfield's  resort properties are rated among the  highest
quality    vacation   resorts   worldwide.   The    Company
believes   that  the  amenities  available   to   Fairfield
customers   equal   those   of   fine   hotels   and    the
Company's one- and two-bedroom custom-built vacation villas
offer    size,    luxury     and    convenience.  Many   of
Fairfield's units offer full-size, fully equipped kitchens,
fireplaces,  private  whirlpool  spas,  VCRs,  washers  and
dryers, and more.

Fairfield Pagosa in Pagosa Springs, Colorado is a  favorite
among vacationers with a zest for active outdoor vacations.
The  resort has five lakes on the property, and is bordered
by  two-and-a-half  million acres of national  forests  and
wilderness.  For  additional outdoor adventures,  Fairfield
Sapphire Valley, in Sapphire, North Carolina, lies adjacent
to   the  Pisgah  National  Forest  and  the  Great  Smokey
Mountains   National   Park.   Opportunities   for   family
backpacking and hiking are virtually unlimited.

For horseback  riding  enthusiasts, Fairfield   Glade    in  
Tennessee,     offers   on-site   riding   stables,     and 
Sapphire    Stables    in    Sapphire    Valley     provide
horseback  riders  with  peaceful  excursions  through  the
country-side.  Fairfield's affiliation  with  JB  Ranch  in
Ocala,  Florida will provide horseback riding and  ranching
set among a 700-unit, country-western-theme resort.



For  winter  lovers, Fairfield's network of resorts  offers
opportunities   for  downhill  and  cross-country   skiing.
Fairfield Pagosa is located just miles from Wolf Creek  Ski
Area,  known  for  receiving the  most  snow  in  Colorado.
Visitors  of  Fairfield Flagstaff enjoy the nearby  Arizona
Snowbowl. Sapphire Valley, too, offers skiing in the winter
months, and golf the rest of the year.

For   golf   enthusiasts,  Fairfield  Glade,   located   in
Tennessee,  boasts  one  27-hole  and  three  18-hole  golf
courses. The Neuse River provides the backdrop at Fairfield
Harbour in New Bern, North Carolina, where golf is  one  of
the  resort's main attractions. Fairfield Mountains in Lake
Lure, North Carolina offers golfing at the Bald Mountain and
Apple Valley golf courses which are open year-round and are
set  against  the majestic Blue Ridge Mountains.  Fairfield
Bay,  just 90 miles north of Little Rock, Arkansas,  offers
golf  at Mountain Ranch Golf Course, home to Arkansas state
PGA tournaments and other prestigious competitions.  Almost
all  of  the  Company's   resort   locations offer golfing, 
many without even leaving the resort's grounds.

For  family attractions, the Company believes that  nothing
beats  Fairfield's destination resorts in Branson, Missouri
and  Williamsburg, Virginia. Branson is hailed as America's
Country  Music  Show Capital. The area  draws  the  biggest
names in country and bluegrass music year-round to over  30
indoor   theaters   all  on  a  10-mile  stretch.   Outdoor
activities  in Branson include boating, fishing,  swimming,
waterskiing,   sailing,  scuba  diving   and   parasailing.
Fairfield Williamsburg is located just three miles from the
Colonial   Williamsburg  Historic  Area,  10   miles   from
Jamestown,  the first English-speaking settlement,  and  15
miles  from Yorktown, where the last battle of the American
Revolution  was fought. Furthermore, just three miles  from
the resort are the more contemporary sights and thrills  of
Busch Gardens' amusement park.

Relaxation is an important aspect of a vacation, especially
after  participating in all of the activities available  to
Fairfield  members. The Company believes  that  Fairfield's
property  portfolio  offers some  of  the  finest  "getaway
vacation" resorts in the nation. Fairfield Ocean Ridge,  in
Edisto  Island, South Carolina, is situated on a beach area
on the east coast.    Fairfield  Plantation, in Villa Rica,
Georgia, features three lakes, three outdoor swimming pools
and its own  private beach, not to mention  lighted  tennis 
courts  at the tennis center and a convenient location just
45  miles west of Atlanta, Georgia.

Each  resort in Fairfield's property portfolio is  intended
to  have  its own personality, and is strategically located
near  popular US tourist destinations or popular  "getaway"
locations  across   the   country.   Fairfield   takes   a
pro-active   approach  in  keeping  customers  happy,   and
internal surveys show that Fairfield, in recent years,  has
maintained customer satisfaction ratings in excess of 90%.



                            SIGNATURE



       Pursuant  to  the  requirements  of  the  Securities
Exchange  Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned  duly
authorized.


                              FAIRFIELD COMMUNITIES, INC.



Date: October 27, 1997    /s/William  G.  Sell
     ------------------   -----------------------------------    
                             William G. Sell, Vice President/
                             Controller (Chief Accounting Officer)