SIXTH AMENDMENT TO AMENDED AND
             RESTATED REVOLVING CREDIT AGREEMENT

                            among

                 FAIRFIELD COMMUNITIES, INC.
                FAIRFIELD MYRTLE BEACH, INC.

                             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 COMMUNITIES, INC.,
a   Delaware  corporation  (the  "Company  or  "Fairfield"),
FAIRFIELD  MYRTLE   BEACH,  INC.,  a   Delaware  corporation
("Myrtle   Beach",   and   together   with   Fairfield,  the
"Borrowers"), 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"),
all parties  to a  certain  Amended and  Restated  Revolving
Credit Agreement dated as of September 28, 1993, as  amended
by  a  First Amendment  to  Amended  and Restated  Revolving
Credit  Agreement  dated  as of  May  13,  1994, as  further
amended  by a  Consent,  Waiver and  Agreement  dated as  of
September 23, 1994, as further amended by a Second Amendment
to Amended and Restated Revolving Credit Agreement dated  as
of December 9, 1994, as further amended by a Third Amendment
to Amended and Restated Revolving Credit Agreement dated  as
of  December  19,  1994,  as  further  amended  by  a Fourth
Amendment to Amended and Restated Revolving Credit Agreement
dated as of November 20, 1995,  and as further amended by  a
Fifth  Amendment to  Amended and  Restated Revolving  Credit
Agreement dated as of  January 25, 1996 (as so  amended, the
"Credit  Agreement").    This  Amendment  is  joined  in  by
Fairfield  Acceptance  Corporation,  a Delaware  corporation
("FAC"), by reason of the Unconditional Guaranty of  Payment
and Performance, dated as of September 28, 1993, from FAC in
favor  of  the  Agent  (the  "Fairfield  Guaranty").     All
capitalized  terms used  herein  and  not otherwise  defined
shall have  the same  respective meanings  herein as  in the
Credit Agreement.


     WHEREAS, FNBB, the Borrowers and the Agent have  agreed
to extend  the maturity date  of the Revolving  Credit Loans
and  to amend the  tangible net worth  covenant appearing in
Section 10.5 of the Credit Agreement;

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

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

     1.1.  The definition of  "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."

     1.2.  Section 1.1  of the  Credit Agreement is  hereby
amended  by  adding the  following  new  definition to  said
Section    immediately    following   the    definition   of
"Properties":

     "Public Offering.    The  public  offering  of  900,000
      ---------------
     shares of  the Common Stock  of the Company,  par value
     $0.01  per share,  described in  that certain  Form S-3
     Registration Statement under the Securities Act of 1933
     (Registration No. 333-14875) filed  by the Company with
     the  Securities  and  Exchange  Commission  on  October
     25,1996, and as amended by Amendment No. 1 filed by the
     Company  with the Securities and Exchange Commission on
     November 19, 1996."

     1.3.  Section  10.5 of the  Credit Agreement is hereby
amended  by  deleting  said  Section  in  its  entirety  and
substituting therefor the following new Section 10.5:

     "10.5.    Consolidated   Tangible  Net  Worth.     The
                -----------------------------------
     Borrowers  will not  permit  Consolidated Tangible  Net
     Worth  at  any time  to be  less  than the  sum  of (a)
     $61,207,000,  plus (b)  on a  cumulative basis,  50% of
     positive  Consolidated  Net   Income  for  each  fiscal
     quarter   beginning  with  the   fiscal  quarter  ended
     December 31,  1994, plus  (c) the  net proceeds  of the
     Public  Offering,  after  deducting   (i)  underwriting
     discounts and offering expenses, and (ii) the amount of
     such  net  proceeds applied  to  (A)  the repayment  of
     principal  of  and  accrued  interest  on  that certain
     promissory  note   of  the  Company  in   the  original
     principal amount of $6,396,108.71, dated June 30, 1994,
     payable  to  VM  Investors  Partnership   and  (B)  the
     repayment   of  principal   and  accrued   interest  or
     repurchase (including accrued  interest) by the Company
     of  a portion of the  Exchange Notes, plus  (d) 100% of
     the  proceeds  (after deducting  underwriting discounts
     and offering expenses) of any other sale by the Company
     of (i) equity securities issued by the Company, or (ii)
     warrants or subscription  rights for equity  securities
     issued by the Company."

    2. FAC CONSENT.  FAC  hereby consents to  the amendment
       -----------
to the  Credit Agreement  set forth  in  this Amendment  and
confirms its obligations to the  Agent and the Lenders under
the  Fairfield  Guaranty and  the  Fairfield Guaranty  shall
extend to and include the obligations of the Borrowers under
the  Credit Agreement  as amended  by  this Amendment.   FAC
agrees  that all  of its  obligations to  the Agent  and the
Lenders  evidenced   by  or  otherwise  arising   under  the
Fairfield 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.  Each of the Borrowers and FAC confirm and
agree  that the Obligations of  the Borrowers to the Lenders
and the Agent under the Credit Agreement, as amended hereby,
and  all of  the other  obligations of  any of  such parties
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 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
                                    ----------------------------


                              FAIRFIELD ACCEPTANCE
                                  CORPORATION


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


                              THE FIRST NATIONAL BANK
                                OF BOSTON, Individually and as Agent


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