UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

 (Mark One)
    [X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended December 31, 1998
                                       OR
    [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
                     For the transition period from            to
                                                    ----------    --------- 
                        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.)


               8669 Commodity Circle, #200, Orlando, Florida 32819
      (Formerly 11001 Executive Center Drive, Little Rock, Arkansas 72211)
          (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. [ ]

         As of March 1, 1999,  the number of shares of the  registrant's  Common
Stock  outstanding  was  44,281,145  and  the  aggregate  market  value  of  the
registrant's Common Stock held by non-affiliates  totaled  approximately  $305.2
million.

         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,  1998 and the Proxy
Statement  to  be  issued  in  connection   with  its  1999  Annual  Meeting  of
Stockholders.
<PAGE>

                                    INDEX TO
                           ANNUAL REPORT ON FORM 10-K
                                                                        Page
                                                                        ----
                                     PART I
                                     ------

Item 1.  Business.....................................................    3

Item 2.  Properties...................................................    4

Item 3.  Legal Proceedings............................................    8

Item 4.  Submission of Matters to a Vote of Security Holders..........    9

                                     PART II
                                     -------

Item 5.  Market for Registrant's Common Stock and 
          Related Stockholder Matters.................................    9

Item 6.  Selected Financial Data......................................    9

Item 7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations.........................   10

Item 7A. Quantitative and Qualitative Disclosures About Market Risk...   10

Item 8.  Financial Statements and Supplementary Data..................   10

Item 9.  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure......................   10

                                  PART III
                                  --------

Item 10. Directors and Executive Officers of the Registrant...........   10

Item 11. Executive Compensation.......................................   10

Item 12. Security Ownership of Certain Beneficial
          Owners and Management.......................................   10

Item 13. Certain Relationships and Related Transactions...............   11

                                 PART IV
                                 -------

Item 14. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K.........................................   11



<PAGE>


                                  PART I
                                  ------

Item 1.  BUSINESS
------   --------
   
     General
     -------

     Fairfield   Communities,   Inc.   ("Fairfield",   and  together   with  its
consolidated  subsidiaries,  the  "Company")  is  one of  the  largest  vacation
ownership  companies in the United States in terms of property owners,  vacation
units constructed and revenues from sales of vacation ownership  interests.  The
Company  markets  vacation  products and manages resort  properties that provide
quality  recreational  experiences to its more than 240,000 property owners.  At
December 31, 1998,  the Company's  portfolio of resorts  consisted of 26 resorts
located  in 11  states  and the  Bahamas.  Additionally,  the  Company  has five
destination  resorts under  development,  located in Sedona,  Arizona;  Durango,
Colorado; Daytona Beach, Florida; Las Vegas, Nevada and Gatlinburg, Tennessee.

     The Company's primary business is the sale of vacation ownership  interests
through  its  innovative  points-based  vacation  system,  FairShare  Plus.  The
vacation ownership  interests offered by the Company consist of either undivided
fee  simple   interests  or   specified   fixed  week   interval   ownership  in
fully-furnished vacation units. The Company believes that it provides its owners
of vacation ownership  interests with a flexible long-term vacation  experience.
The vacation  ownership  interests  sold by the Company are  typically in resort
locations that feature amenities such as swimming pools, restaurants, and access
to  golf  courses,   marinas,  beaches,  tennis  courts  or  other  recreational
facilities.

     The Company  offers  financing  to the  purchasers  of  vacation  ownership
interests, which results in the creation of high-quality,  medium-term contracts
receivable.  The Company  initially  holds these  contracts  receivable and will
either  securitize  them or sell them to its special  purpose  entities.  During
1998, the Company  initiated a program whereby it sells contracts  receivable to
its two special  purpose  entities,  which are wholly  owned but  unconsolidated
subsidiaries  of  Fairfield  Acceptance  Corporation  - Nevada,  a wholly  owned
subsidiary of Fairfield.  Due to favorable  interest rates available through the
credit facilities of the special purpose  entities,  the Company intends to sell
contracts  receivable  to  these  entities  until  such  time  as  these  credit
facilities are fully utilized.  Additionally, this will also provide the Company
with additional borrowing availability under its existing credit facilities.  At
December 31, 1998, the Company's contracts  receivable  portfolio totaled $197.9
million,  with  outstanding  borrowings of $72.8 million  collateralized  by the
contracts  receivable.  At December 31, 1998, the contracts receivable portfolio
had a weighted average maturity of approximately  five years, a weighted average
interest rate of 14.2% and a weighted average stated interest rate on associated
debt of 6.3%.

     The Company serves as property manager at most of its resorts,  allowing it
to maintain close contact with the owners of vacation ownership interests and to
ensure that the quality of the resorts is well maintained. In addition, by being
the on-site  manager at its resorts and other resorts,  the Company is presented
with  additional  sales and  marketing  opportunities  to the persons  using the
resorts.

         The  Company's  operations  involve one  reportable  segment - Vacation
Ownership  operations.  This  segment  derives  its  revenues  from  the sale of
vacation  ownership  interests  and  from  the  associated  interest  income  on
contracts  receivable generated by the Company's financing of vacation ownership
interest sales. See Note 11 of "Notes to Consolidated Financial Statements".

         Fairfield was incorporated in Delaware in 1969. The Company's principal
executive office is located at 8669 Commodity  Circle,  #200,  Orlando,  Florida
32819,  and its telephone  number is (407)  370-5200.  At December 31, 1998, the
Company had approximately 4,700 full-time employees.
<PAGE>


     Mergers and Acquisitions
     ------------------------

     In 1997, Fairfield acquired all of the outstanding common stock of Vacation
Break  U.S.A.,  Inc. in exchange for  approximately  10.6 million  shares of its
common  stock.  The merger was  accounted  for as a pooling  of  interests  and,
accordingly,  all  financial  information  prior to 1997 was  restated as if the
merger took place at the beginning of the periods  presented.  Additionally,  in
1997,  Fairfield  acquired  the  remaining  45%  minority  interests in Vacation
Break's   joint   ventures  in  the  Palm  Aire  and  Royal  Vista  resorts  for
approximately  $13.5 million in cash. These acquisitions have been accounted for
as purchases  and the total  results of  operations  of these  resorts have been
included in the consolidated financial statements from the date of acquisition.

Item 2.  PROPERTIES
------   ----------

     The  Company's  objective  is  to  be a  leading  provider  of  innovative,
high-quality vacation experiences in the vacation ownership interest 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 which decreases developmental risks and expenses. Furthermore, large
populations  of  prospective  customers  continually  pass through  these areas,
making them prime  locations  for the Company to operate  on-site  sales offices
that showcase the Company's resort property portfolio.

     The  Company's  array  of  other  resorts  offers  a  variety  of  vacation
experiences  which are intended to meet the  different  lifestyles  and vacation
needs of its customer base. The Company's resort sites vary in size from several
acres to over 18,000 acres. The Company's properties are generally  unencumbered
as the Company has historically financed its operations through borrowings which
utilize its contracts  receivable  portfolio as its primary form of  collateral.
The  following  summary sets forth certain  information  as of December 31, 1998
regarding the Company's more significant resorts.

     Property Portfolio - Destination Resorts
     ----------------------------------------

     Fairfield Branson

     Branson, MO - Fairfield Branson at the Falls,  Fairfield's original Branson
development,  is  complete  and has 54 units.  The second  Branson  development,
Fairfield  Branson at the Meadows,  has 184 units  completed  and 24 units under
construction out of a planned 232 units. When completed,  amenities at Fairfield
Branson at the Meadows will include an indoor and outdoor swimming pool,  health
club and  clubhouse.  In 1998,  the Company  acquired an additional six acres of
undeveloped land for a planned 96 units.

     Fairfield Myrtle Beach

     Myrtle  Beach,  SC - Fairfield  Westwinds,  Fairfield's  first Myrtle Beach
resort is a 10-story, 82 unit beachfront tower.  Fairfield's second Myrtle Beach
resort,  Fairfield SeaWatch Plantation,  is a 10 acre beachfront property with a
planned 226 units.  Fairfield  SeaWatch  Plantation  currently has 128 completed
units and 28 units under construction.

     Fairfield Nashville at Music City, USA

     Nashville, TN - Fairfield Nashville is located on 19 acres, adjacent to the
Opryland Hotel complex. Fairfield Nashville has 110 units completed and 16 units
under construction out of a planned 254 units.  Amenities at Fairfield Nashville
include an indoor swimming pool, health club and clubhouse.
<PAGE>

     Fairfield Orlando at Cypress Palms

     Kissimmee,  FL - Fairfield Orlando at Cypress Palms has 174 units completed
and 20 units under  construction.  When  completed,  the resort will include 244
units, two outdoor pools and an activity/recreation building.

     Port Lucaya Resort & Yacht Club

     Freeport,  Grand  Bahama  - Port  Lucaya  Resort  & Yacht  Club is a resort
50%-owned by the Company  consisting of 160 hotel rooms and suites.  The resort,
situated on 5 acres,  features a  full-service  marina,  a restaurant,  swimming
pool, bar area and several other amenities.

     The Fairways of Palm Aire

     Pompano  Beach,  FL - The Fairways of Palm Aire offers a total of 107 units
with an additional 101 units under  construction.  The resort  features a health
spa,  swimming  pools, a restaurant and banquet  facilities as well as access to
adjacent golf courses. Upon completion, the resort will have 398 units.

     Royal Vista Resort

     Pompano  Beach,  FL - Royal Vista  Resort, completed in 1998, is located on
3.25 acres of beachfront  property and consists of 99 units.  On-site  amenities
include two beachfront swimming pools.

     Santa Barbara Resort and Yacht Club

     Pompano Beach,  FL - Santa Barbara Resort and Yacht Club is located on 1.25
acres and consists of 90 units.  This resort  features a swimming pool,  banquet
facilities,  as well as dockage  on the  Spanish  River and close  access to the
Atlantic Ocean.

     Sea Gardens Beach and Tennis Resort

     Pompano Beach,  FL - Sea Gardens Beach and Tennis Resort is situated on 7.5
acres and includes 250 feet of beachfront  property.  The resort  features 4,000
square feet of banquet  facilities,  four swimming pools, seven tennis courts, a
restaurant and a beachfront activity center. The resort contains 217 units.

     Fairfield Orlando at Star Island

     Orlando,  FL -  Fairfield  Orlando at Star  Island  contains  123 units and
features  a  swimming  pool,  tennis  courts,  a health  club  and a  children's
playground. Construction of an additional 40 units began in the first quarter of
1999, with completion scheduled for 2000.

     Fairfield Washington, D.C.

     Alexandria,  VA -  Fairfield  Washington,  D. C.  is  located  in  downtown
Alexandria, adjacent to the Kings Street Station metro terminal. Construction of
this resort is estimated  to be completed in the third  quarter of 1999 and will
contain 88 units.

     Fairfield Williamsburg

     Williamsburg,  VA  -  Fairfield  Williamsburg  is  located  10  miles  from
Jamestown, the first English-speaking  settlement in North America, and 15 miles
from  Yorktown,  where the last battle of the  American  Revolution  was fought.
Fairfield  Williamsburg at Patriot's Place,  Fairfield's  original  Williamsburg
development, offers 196 units. Fairfield Williamsburg at Kingsgate,  Fairfield's
second  Williamsburg  location,  has 238  completed  units out of a planned  300
units.

     In 1998,  the Company  acquired an additional  28.5 acres in  Williamsburg.
Anticipated  development  activities include construction of 350 units, swimming
pools and a nine hole golf course.
<PAGE>

     Property Portfolio - Regional Resorts
     -------------------------------------

     Fairfield Bay
       
     Fairfield Bay, AR - Fairfield Bay contains 217 units in the Ozark foothills
and  offers  golf  and a lighted  10-court  tennis  center.  The Ozark  National
Forest is nearby  and  offers  hiking,  camping  and other  outdoor  activities.
Fairfield Bay is located on the  40,000-acre  Greers Ferry Lake,  which has over
300 miles of shoreline.

     Fairfield Flagstaff

     Flagstaff,  AZ - Fairfield  Flagstaff  provides 125 units in a climate that
provides   four   seasons  of  resort   vacationing.   Fairfield   Flagstaff  is
approximately  80 miles from the Grand Canyon and 25 miles from  Sedona.  Nearby
Arizona  Snowbowl  offers a sky-ride  in the  summer,  as well as  downhill  and
cross-country skiing in the winter. The resort offers swimming, golf, tennis and
horseback riding.

     Fairfield Glade

     Fairfield  Glade, TN - Fairfield Glade offers one 27-hole and three 18-hole
golf courses.  The resort has 358 units  completed and four under  construction.
Horseback  riding,  indoor and  outdoor  swimming  pools and  tennis  courts are
available  to  vacationers.  The  resort is  surrounded  by 12 lakes and  nearby
attractions include the Fall Creek Falls and Cumberland Mountain State Parks and
the Great Smoky Mountains National Park.

     Harbortown Point

     Ventura,  CA - Harbortown  Point is located in Ventura Harbor between Santa
Barbara and Los Angeles and has 57 units.  In addition to the public beaches and
water activities  surrounding the resort,  on-site  facilities  include a heated
swimming pool and two glass-enclosed  whirlpools.  Channel Island National Park,
the only aquatic national park in the continental  United States, is just beyond
the resort's docks.

     Fairfield Harbour

     New Bern,  NC -  Fairfield  Harbour is  surrounded  by  historic  towns and
attractions,  such as Bath,  incorporated  in 1705 as the  state's  first  town.
Recreational  activities at Fairfield  Harbour include golf,  indoor and outdoor
pools,  whirlpool spa, exercise room with sauna,  miniature golf, playground and
community center. A full service marina can accommodate vessels up to 60 feet in
length and provides boat rentals and fishing cruises. The site offers 207 units.

     Fairfield Mountains

     Lake Lure,  NC - Fairfield  Mountains  offers 215 units amid the Blue Ridge
Mountains,  45 miles  east of  Asheville,  North  Carolina.  Lake  Lure and Bald
Mountain Lake both offer fishing,  as well as boating and private  beaches.  The
Bald Mountain and Apple Valley golf courses are open year-round.

         Fairfield Ocean Ridge

         Edisto  Island,  SC -  Fairfield  Ocean  Ridge is located 45 miles from
Charleston,  South  Carolina.  Recreational  activities at Fairfield Ocean Ridge
include golf,  tennis courts and outdoor  swimming pools. The site currently has
190 units and an additional  2.8 acres of waterfront  property has been acquired
for future development of vacation ownership interests.

         Fairfield Pagosa

         Pagosa Springs,  CO - Fairfield Pagosa,  located 60 miles from Durango,
Colorado,  is an 18,000  acre  resort  with five  lakes on the  property  and is
bordered by  two-and-a-half  million  acres of national  forest and  wilderness.
Recreational  activities at Fairfield  Pagosa  include 27 holes of golf,  tennis
courts 
<PAGE>

and indoor and outdoor pools. The site currently has 198 units completed,  eight
under construction, with another 22 units planned.

         Fairfield Plantation

         Villa Rica,  GA - Fairfield  Plantation is a 2,400 acre resort which is
located  45 miles  west of  Atlanta,  Georgia.  The  resort  features  80 units.
Recreational  activities at Fairfield Plantation include an 18 hole golf course,
fishing on three lakes, a private beach and three outdoor swimming pools.

         Fairfield Sapphire Valley

         Sapphire, NC - Fairfield Sapphire Valley includes 194 units. The resort
lies in the  foothills  of the  Blue  Ridge  Mountains,  60 miles  southwest  of
Asheville,  North Carolina. The Pisgah National Forest and Great Smoky Mountains
National Park are nearby and offer  backpacking  and other  outdoor  activities.
Recreational  activities at Fairfield  Sapphire  Valley  include golf,  fishing,
white-water rafting and skiing in the winter months.

         Property Portfolio - Resorts Under Development
         ----------------------------------------------
 
         During 1998, the Company  acquired land or entered into  agreements for
the  acquisition  of  vacation  ownership  interest   inventories  at  five  new
Destination  Resorts.  The exact number of vacation  ownership  interests  units
ultimately  constructed may differ from the following  estimates based on future
land planning, zoning and site layout considerations.

            . Sedona, Arizona  - This development is situated on 20 acres and is
              planned to include 64 units. Construction of the first eight units
              is  scheduled  to  begin  in the  second  quarter  of  1999,  with
              completion scheduled for the fourth quarter of 1999.

            . Durango,  Colorado  - This development is situated on 20 acres and
              is  planned to include  102  units.  Construction  of the first 16
              units is anticipated  to begin in the third quarter of 1999,  with
              completion scheduled in 2000.

            . Daytona  Beach,  Florida  -  Development  plans for this  19-story
              oceanfront  resort  includes a planned 124 units.  Construction of
              this resort began in the first  quarter of 1999,  with  completion
              scheduled in 2000.

            . Las Vegas,  Nevada  - This  development is situated on seven acres
              located  two blocks from Las Vegas  Boulevard,  near the MGM Grand
              Hotel and Casino.  The Company  plans phased  construction  of one
              13-story and one 17-story  building,  with an estimated  122 units
              available  at the  conclusion  of the  first  phase  and 416 units
              available  upon  completion.  Construction  of the first  phase is
              planned to begin in the fourth  quarter of 1999,  with  completion
              scheduled in 2000.

            . Gatlinburg, Tennessee  - Located on 15 acres near the Great Smokey
              Mountains  National Park,  this  development is planned to include
              208 units.  Construction  of the first 16 units began in the first
              quarter of 1999, with  completion  scheduled in the fourth quarter
              of 1999.  Additionally,  the  Company  has an  option  to build an
              additional 48 units on five acres of land.

         Corporate Office Locations
         --------------------------

         The Company  maintains two corporate  office  locations.  The principal
executive  office is located in Orlando,  Florida and the  Company's  operations
center is located in Little  Rock,  Arkansas.  Additionally,  during  1998,  the
Company relocated its credit and collections functions to Las Vegas, Nevada. The
Company also leases  various  office  space in  locations  where it conducts its
sales and  marketing  operations.  The Company  believes  that all of its office
space is  adequate  to meet its needs 
<PAGE>

for the  foreseeable  future and that,  if necessary,  it can obtain  additional
space at a reasonable cost without significant operational disruption.

Development/Regulation
----------------------

         In some of its developments,  the Company engages in master planning of
land,   commercial   construction   and  management  of  resort  and  conference
facilities.  Many state and local  authorities  have  imposed  restrictions  and
additional  regulations on developers of vacation ownership  interests and lots.
Although  these  restrictions  have  generally  increased  the  cost of  selling
vacation ownership interests and lots, the Company has not experienced  material
difficulties  in  complying  with such  regulations  or  operating  within  such
restrictions.  The Company's strategy includes expansion through the acquisition
of properties in destination locations, including urban and coastal areas. There
can be no assurance that the Company will be successful in resolving  zoning and
other property use  restrictions  and  requirements  likely to be encountered in
such  areas on  favorable  terms  or that  the  costs  of  complying  with  such
restrictions  and  requirements  will  not  be  greater  than  the  Company  has
traditionally experienced in its development activities.

         The  marketing  and sales of  vacation  ownership  interests  and other
operations are subject to extensive  regulation by the federal government and by
the states in which the Company's  resorts are located and in which the vacation
ownership  interests  are marketed  and sold.  The federal  government  and many
states have adopted specific laws and regulations regarding the sale of lots and
vacation ownership  interests,  telemarketing and other aspects of the Company's
activities.  For example,  the federal  government in many states require that a
"property report" be furnished to purchasers of vacation ownership interests and
lots, providing,  among other things,  detailed information about the particular
community,  the  development  and the  purchaser's  rights and  obligations as a
vacation  ownership  interest  or lot  owner.  Similarly,  regulations  and laws
governing the Company use of telemarketing  based marketing  programs have grown
in  the  recent  past  and  additional  laws  and  regulations  governing  these
activities  may be adopted in the  future.  The Company  believes  that it is in
substantial  compliance  with all laws and  regulations to which it is currently
subject. The cost of complying with laws and regulations in all jurisdictions in
which the Company desires to conduct sales may be significant and may impair the
cost-effectiveness  of the Company's marketing  programs.  There is no assurance
that  the  Company  is in  fact in  compliance  with  all  applicable  laws  and
regulations,  that any applicable law will not be revised, or that other laws or
regulations  will not be adopted  which could  increase the  Company's  costs of
compliance or prevent the Company from selling vacation  ownership  interests or
conducting other operations in a jurisdiction.

         If the Company is not in substantial  compliance  with  applicable laws
and  regulations,  the Company  could be  subjected  to  regulatory  actions and
purchasers of vacation ownership interests or lots could have certain rescission
rights.  Any failure to comply with any  applicable  law or  regulation,  or any
increases in the costs of  compliance,  could have a material  adverse effect on
the Company.

Item 3.  LEGAL PROCEEDINGS
------   -----------------

         The information  required by Item 3 is incorporated herein by reference
to Note 14 -  Contingencies  of "Notes  to  Consolidated  Financial  Statements"
included in the  Registrant's  Annual Report to Stockholders  for the year ended
December 31, 1998.
<PAGE>

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------   ---------------------------------------------------

        There were no matters submitted  to a vote of  Fairfield's  stockholders
during the fourth quarter of 1998. 

Executive Officers of the Registrant
------------------------------------

         The  following is a listing of the  executive  officers of the Company,
none of whom has a family  relationship  with any  director  or other  executive
officers:
                  John W. McConnell, age 57, has been with Fairfield since 1986,
         serving as President and Chief Executive Officer since 1991;  President
         and Chief Operating Officer from 1990 to 1991 and Senior Vice President
         and Chief Financial Officer prior thereto.

                  Robert Albertson,  age 58, has been with Fairfield since 1996,
         serving as Senior Vice President,  Corporate  Marketing since September
         1997 and Regional Vice President  from 1996. Mr.  Albertson was a sales
         and  marketing  consultant  from 1992 to 1996 with the Global  Group in
         Europe and other vacation ownership  companies.  From 1982 to 1992, Mr.
         Albertson  was  employed  by  Fairfield  serving  as  a  Regional  Vice
         President and General Manager.

                  Marcel J. Dumeny,  age 48, has been with Fairfield since 1987,
         serving as Senior Vice  President  and General  Counsel  since 1989 and
         Senior Vice President/Law and Development prior thereto.

                  Franz  Hanning,  age 45, has been with  Fairfield  since 1982,
         serving as Senior Vice President and Chief Operating Officer,  Vacation
         Ownership Business since February 1998; Senior Vice President/Corporate
         Sales from January 1997 to February 1998;  Regional Vice President from
         1991 to January 1997 and Vice President/Sales - Fairfield  Williamsburg
         from 1990 to 1991.

                  Robert W. Howeth,  age 51, has been with Fairfield since 1975,
         serving as Senior Vice  President  and Chief  Financial  Officer  since
         1996; Senior Vice President, Chief Financial Officer and Treasurer from
         1994 to 1996; Senior Vice President and Treasurer from 1993 to 1994 and
         Senior Vice President/Planning and Administration from 1990 to 1993.

                  Mark  Nuzzo,  age 47,  has been  with  Fairfield  since  1983,
         serving as Vice President,  Property  Management since 1995 and as Vice
         President of Resort Operations from 1991 to 1995.

                  William G. Sell, age 45, has been with  Fairfield  since 1981,
         serving as Vice  President,  Controller  and Chief  Accounting  Officer
         since 1988.

                                     PART II
                                     -------

Item 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
------   ------------------------------------------------
           STOCKHOLDER MATTERS
           -------------------

         Information  required by Item 5 is incorporated  herein by reference to
Common Stock Prices included in the  Registrant's  Annual Report to Stockholders
-------------------
for the year ended December 31, 1998.

Item 6.  SELECTED FINANCIAL DATA
------   -----------------------

         Information required by Item 6 is incorporated herein by  reference  to
Selected   Financial  Data  included  in  the  Registrant's   Annual  Report  to
--------------------------
Stockholders for the year ended December 31, 1998.
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------   ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

     Information  required  by Item 7 is  incorporated  herein by  reference  to
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
--------------------------------------------------------------------------------
Operations  included in the  Registrant's  Annual Report to Stockholders for the
----------
year ended December 31, 1998.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------  ----------------------------------------------------------

     Information  required by Item 7A is  incorporated  herein by  reference  to
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
--------------------------------------------------------------------------------
Operations  included in the  Registrant's  Annual Report to Stockholders for the
----------
year ended December 31, 1998.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------    -------------------------------------------

     Financial  statements  and  supplementary  data  required by Item 8 are set
forth below in Item 14(a), Index to Financial Statements.
                           -----------------------------

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
------   -----------------------------------------------------------
           AND FINANCIAL DISCLOSURE
           ------------------------

         None

                                    PART III
                                    --------

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------  --------------------------------------------------

         (a)   Identification of Directors
               ---------------------------

                    This   item  is   incorporated   herein  by   reference   to
               Registrant's  Proxy  Statement  for its 1999  Annual  Meeting  of
               Stockholders.

         (b)   Identification of Executive Officers
               ------------------------------------ 

                    In accordance with  Regulation S-K Item 401(b),  Instruction
               3,  the  information   required  by  Item  10(b)  concerning  the
               Company's  executive  officers is  furnished  in a separate  item
               captioned  Executive  Officers of the Registrant in Part I above.
                          -------------------------------------

          (c)  Compliance  with Section 16(a) of the Exchange Act 
               --------------------------------------------------

                    This item is incorporated by reference to Registrant's Proxy
               Statement for its 1999 Annual Meeting of Stockholders.

Item 11. EXECUTIVE COMPENSATION
-------  ----------------------

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 1999 Annual Meeting of Stockholders.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------  --------------------------------------------------------------

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 1999 Annual Meeting of Stockholders.
<PAGE>

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------- ----------------------------------------------

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 1999 Annual Meeting of Stockholders.

                                     PART IV
                                     -------

Item 14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K
-------   ------------------------------------------------------------------

         (a)(1) Index to Financial Statements:
                -----------------------------

                    The following  consolidated  financial statements and Report
               of  Ernst & Young  LLP,  Independent  Auditors,  included  in the
               Registrant's  Annual  Report to  Stockholders,  are  incorporated
               herein by reference:

                    Consolidated Balance Sheets - December 31, 1998 and 1997

                    Consolidated  Statements of Earnings - Years Ended  December
                      31, 1998, 1997 and 1996

                    Consolidated  Statements  of  Stockholders'  Equity  - Years
                      Ended December 31, 1998, 1997 and 1996

                    Consolidated Statements of Cash Flows - Years Ended December
                      31, 1998, 1997 and 1996

                    Notes to  Consolidated  Financial  Statements - December 31,
                      1998

                         The Report of  PricewaterhouseCoopers  LLP, Independent
                    Accountants  of Vacation  Break  U.S.A.,  Inc.  for the year
                    ended  December  31,  1996,  which was dated March 14, 1997,
                    except  for Notes 22 and 24, as to which the date is October
                    9, 1997,  is  incorporated by reference  and  appears in the
                    registration  statement  on Form S-4 (SEC  Registration  No.
                    333-39615)  of Fairfield  Communities,  Inc.  filed with the
                    Securities   and   Exchange   Commission   pursuant  to  the
                    Securities Act of 1933.

             (2)         None. Financial statement schedules are omitted because
                    they are not  applicable or the required  information is set
                    forth  in the  consolidated  financial  statements  or notes
                    thereto.

             (3)         Exhibits  required  by  this  item  are  listed  on the
                    Exhibit   Index   attached   to  this   report   and  hereby
                    incorporated by reference.

           (b)      Reports on Form 8-K Filed in the Fourth Quarter
                    -----------------------------------------------
   
                         None

           (c)      Exhibits
                    --------  
                         The  Exhibit  Index  attached  to this report is hereby
                    incorporated by reference. 

           (d)      Financial Statement Schedules
                    -----------------------------

                         None


<PAGE>

                                 SIGNATURE PAGE

        Pursuant to the  requirements  of Section 13 or 15(d) 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: March 30,1999                      By /s/ J.W. McConnell
                                           ------------------------------    
                                            J.W. McConnell, President and
                                               Chief Executive Officer

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant in the capacities on the dates indicated:

Date:  March 30, 1999                    By /s/ Ernest D. Bennett, III*
                                           ----------------------------------
                                            Ernest D. Bennett, III, Director

Date:  March 30, 1999                    By /s/ Philip L. Herrington*
                                           ----------------------------------
                                             Philip L. Herrington, Director

Date:  March 30, 1999                    By /s/ Gerald Johnston*
                                           ----------------------------------
                                               Gerald Johnston, Director


Date:  March 30, 1999                    By /s/ Bryan D. Langton*
                                           ----------------------------------
                                               Bryan D. Langton, Director


Date:  March 30, 1999                    By /s/ Charles D. Morgan*
                                           ----------------------------------
                                              Charles D. Morgan, Director


Date:  March 30, 1999                    By /s/ Ralph P. Muller*
                                           ----------------------------------
                                               Ralph P. Muller, Director

Date:  March 30, 1999                    By /s/ William C. Scott*
                                           ----------------------------------
                                               William C. Scott, Director

Date:  March 30, 1999                    By /s/ J. W. McConnell
                                           ----------------------------------
                                           J.W. McConnell, Director, President
                                               and Chief Executive Officer

Date:  March 30, 1999                    By /s/ Robert W. Howeth
                                           ----------------------------------
                                         Robert W. Howeth, Senior Vice President
                                               and Chief Financial Officer

Date:  March 30, 1999                    By /s/ William G. Sell
                                           ----------------------------------
                                      William G. Sell, Vice President/Controller
                                             (Chief Accounting Officer)

Date:  March 30, 1999                   *By /s/J.W. McConnell
                                           ----------------------------------
                                           J. W. McConnell, Attorney-in-Fact

<PAGE>



                           FAIRFIELD COMMUNITIES, INC.
                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number
------

 3(a)          Second Amended and Restated  Certificate of  Incorporation of the
               Registrant,  effective  September 1, 1992 (previously  filed with
               the  Registrant's  Current Report on Form 8-K dated  September 1,
               1992 and incorporated herein by reference)

 3(b)          Certificate  of Amendment to Amended and Restated  Certificate of
               Incorporation of the Registrant  (previously filed as Exhibit 4.2
               to the  Registrant's  Form  S-8,  SEC  File  No.  333-42901,  and
               incorporated herein by reference)

 3(c)          Fifth Amended and Restated Bylaws of the Registrant, dated May 9,
               1996 (previously  filed with the  Registrant's  Current Report on
               Form 8-K dated May 22, 1996 and incorporated herein by reference)

 4.1           Supplemented  and  Restated  Indenture  between  the  Registrant,
               Fairfield River Ridge,  Inc.,  Fairfield St. Croix,  Inc. and IBJ
               Schroder Bank & Trust  Company,  as Trustee,  and Houlihan  Lokey
               Howard & Zukin, as Ombudsman, dated September 1, 1992, related to
               the Senior Subordinated  Secured Notes (previously filed with the
               Registrant's  Current Report on Form 8-K dated  September 1, 1992
               and incorporated herein by reference)

 4.2           First  Supplemental  Indenture to the  Supplemented  and Restated
               Indenture,  dated  September 1, 1992  (previously  filed with the
               Registrant's  Current Report on Form 8-K dated  September 1, 1992
               and incorporated herein by reference)

 4.3           Second  Supplemental  Indenture to the  Supplemented and Restated
               Indenture,  dated  September 1, 1992  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1992 and incorporated herein by reference)

 4.4           Third  Supplemental  Indenture to the  Supplemented  and Restated
               Indenture,  dated  March  18,  1993  (previously  filed  with the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1993 and incorporated herein by reference)

 4.5           Certificate of Designation,  Preferences,  and Rights of Series A
               Junior  Participating  Preferred  Stock,  dated September 1, 1992
               (previously  filed with the  Registrant's  Current Report on Form
               8-K dated September 1, 1992 and incorporated herein by reference)

10.1           Amended and Restated  Revolving  Credit and Term Loan  Agreement,
               dated   September  28,  1993,  by  and  between  the  Registrant,
               Fairfield  Myrtle  Beach,  Inc.  ("FMB"),   Suntree   Development
               Company,  Fairfield Acceptance  Corporation ("FAC") and The First
               National  Bank of  Boston  ("FNBB")  (previously  filed  with the
               Registrant's Current Report on Form 8-K dated October 1, 1993 and
               incorporated herein by reference)

<PAGE>


Exhibit
Number
------

10.2           First  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement,   dated  May  13,  1994  (previously  filed  with  the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1994 and incorporated herein by reference)

10.3           Second  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement,  dated  December  9, 1994  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1994 and incorporated herein by reference)

10.4           Third  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement,  dated  December 19, 1994  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1994 and incorporated herein by reference)

10.5           Fourth  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement,  dated  November 20, 1995  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1995 and incorporated herein by reference)

10.6           Fifth  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement,  dated  January  25, 1996  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1995 and incorporated herein by reference)

10.7           Sixth  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement,  dated  December 12, 1996  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996 and incorporated herein by reference)

10.8           Seventh  Amendment  to  Amended  and  Restated  Revolving  Credit
               Agreement,  dated  December 19, 1997  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1997 and incorporated herein by reference)

10.9           Eighth  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement,  dated  February 13, 1998  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1997 and incorporated herein by reference)

10.10          Rights Agreement, dated September 1, 1992, between Registrant and
               Society National Bank, as Rights Agent (previously filed with the
               Registrant's  Current Report on Form 8-K dated  September 1, 1992
               and incorporated herein by reference)

10.11          Amendment  to  Rights   Agreement,   dated   September  20,  1994
               (previously filed with the Registrant's Form 8-A/A dated November
               1, 1994 and incorporated herein by reference)
<PAGE>



Exhibit
Number
-----

10.12          Appointment  and  Acceptance  Agreement,  dated  March  3,  1994,
               between the  Registrant  and FNBB  appointing  FNBB as  successor
               Rights  Agent  (previously  filed  with the  Registrant's  Annual
               Report on Form  10-K/A for the year ended  December  31, 1993 and
               incorporated herein by reference)

10.13          Sixth Amended and Restated Title Clearing  Agreement by and among
               the Registrant,  FAC, Lawyers Title Insurance Corporation,  FNBB,
               First  Commercial  Trust  Company,   N.A.,  and  Capital  Markets
               Assurance Corporation, dated July 31, 1996 (previously filed with
               the  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 1996 and incorporated herein by reference)

10.14          Fourth Amended and Restated Title Clearing Agreement by and among
               the Registrant,  FAC,  Colorado Land Title Company,  FNBB,  First
               Commercial  Trust Company,  N.A., and Capital  Markets  Assurance
               Corporation,  dated  July 31,  1996  (previously  filed  with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996 and incorporated herein by reference)

10.15          Westwinds Third Amended and Restated Title Clearing  Agreement by
               and among the  Registrant,  FMB,  FAC,  Lawyers  Title  Insurance
               Corporation,  FNBB, and Resort Funding,  Inc., dated November 15,
               1992  (previously  filed with the  Registrant's  Annual Report on
               Form 10-K for the year ended  December 31, 1992 and  incorporated
               herein by reference)

10.16          First  Amendment to Westwinds  Third  Amended and Restated  Title
               Clearing  Agreement,  dated September 29, 1993 (previously  filed
               with the  Registrant's  Annual  Report  on Form 10-K for the year
               ended December 31, 1996 and incorporated herein by reference)

10.17          Second  Amendment to Westwinds  Third Amended and Restated  Title
               Clearing  Agreement,  dated March 28, 1995 (previously filed with
               the  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 1996 and incorporated herein by reference)

10.18          Third  Amendment to Westwinds  Third  Amended and Restated  Title
               Clearing  Agreement,  dated July 31, 1996 (previously  filed with
               the  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 1996 and incorporated herein by reference)

10.19          Third Amended and Restated Revolving Credit Agreement between FAC
               and  FNBB,  dated  September  28,  1993  (previously  filed  with
               Registrant's Current Report on Form 8-K dated October 1, 1993 and
               incorporated herein by reference)

10.20          First  Amendment to Third Amended and Restated  Revolving  Credit
               Agreement,  dated  December  9, 1994  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1994 and incorporated herein by reference)

<PAGE>


Exhibit
Number
------

10.21          Second  Amendment to Third Amended and Restated  Revolving Credit
               Agreement,  dated  December 19, 1994  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1994 and incorporated herein by reference)

10.22          Third  Amendment to Third Amended and Restated  Revolving  Credit
               Agreement,  dated  December 12, 1996  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996 and incorporated herein by reference)

10.23          Fourth  Amendment to Third Amended and Restated  Revolving Credit
               Agreement,  dated  December 19, 1997  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1997 and incorporated herein by reference)

10.24          Fifth  Amendment to Third Amended and Restated  Revolving  Credit
               Agreement,  Dated  February 13, 1998  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1997 and incorporated herein by reference)

10.25          First  Amendment  to  Amended  and  Restated   Credit   Agreement
               (previously filed with the Registrant's  Quarterly Report on Form
               10-Q for the quarter ended March 31, 1997 and incorporated herein
               by reference)

10.26          Letter   Agreement  on  Certain  Contracts,   Forms  of  Colorado
               Contracts,   Environmental  Disclosure  Schedule  and Pool  Limit
               Excess,   dated as of September 8, 1997 between  Capital  Markets
               Assurance  Corporation, as Collateral Agent, Triple-A One Funding
               Corporation,   BankBoston,  N.A. as L/C Bank,  FCC,  FAC, FMB and
               Registrant   (previously  filed with the  Registrant's  Quarterly
               Report on  Form 10-Q for the quarter ended September 30, 1997 and
               incorporated herein by reference)

10.27          Amended  and  Restated  Receivables  Purchase  Agreement  with an
               effective   restatement  date  of  October  2,  1996,  among  the
               Registrant,   FAC,  FMB  and  FCC  (previously   filed  with  the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1996 and incorporated herein by reference)

10.28          Amended and  Restated  Nashville Title Clearing  Agreement by and
               among the  Registrant,  FAC, Lawyers Title Insurance Corporation,
               FNBB,  and Capital Markets Assurance Corporation,  dated July 31,
               1996  (previously  filed with the  Registrant's  Annual Report on
               Form  10-K for the year ended December 31, 1996 and  incorporated
               herein by reference)

10.29          Amended   and  Restated   Seawatch   Plantation   Title  Clearing
               Agreement  by and among the Registrant,  FMB, FAC,  Lawyers Title
               Insurance   Corporation,  FNBB,  and  Capital  Markets  Assurance
               Corporation,   dated  July 31,  1996  (previously  filed with the
               Registrant's   Annual  Report  on Form  10-K for the  year  ended
               December 31,  1996 and incorporated herein by reference)
<PAGE>

Exhibit
Number
-----

10.30          Third  Amended  and  Restated   Supplementary   Trust   Agreement
               (Arizona) by and among the Registrant,  FAC, First American Title
               Insurance   Company,   FNBB,   and  Capital   Markets   Assurance
               Corporation,  dated  March 28,  1995  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996 and incorporated herein by reference)

10.31          First Amendment to Third Amended and Restated Supplementary Trust
               Agreement  (Arizona),  dated July 31, 1996 (previously filed with
               the  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 1996 and incorporated herein by reference)

10.32          Protected  Interest  Rate  Agreement,  dated  September  4, 1997,
               between  BankBoston,  N.A.  and FCC  (previously  filed  with the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1997 and incorporated herein by reference)

10.33          Agreement  and Plan of Merger,  dated  August 8, 1997,  among the
               Company,  FCVB Corp., and Vacation Break U.S.A., Inc. (previously
               filed as Exhibit 2.1 to the  Registrant's  Form S-4, SEC File No.
               333-39615, and incorporated herein by reference)

10.34          Joint  Proxy   Statement/Prospectus,   dated  November  10,  1997
               (previously  filed  by  the  Registrant  on  November  10,  1997,
               pursuant to Rule 424(b) under the  Securities  Act, and specified
               sections of which are incorporated herein by reference)

10.35          Agreement  and Plan of  Merger  among  the  Registrant,  FC Ocean
               Ranch, Inc., James E. Lambert,  James R. Lambert,  Daniel Lambert
               and  Ocean  Ranch  Development,  Inc.  dated  December  10,  1997
               (previously  filed with the  Registrant's  Annual  Report on Form
               10-K for the year ended December 31, 1997 and herein incorporated
               by reference)

10.36          Agreement and Plan of Merger among the Registrant,  FC Palm Aire,
               Inc., the Berkley Group, Inc. and Palm Resort Group,  Inc., dated
               December 10, 1997 (previously filed with the Registrant's  Annual
               Report  on Form 10-K for the year  ended  December  31,  1997 and
               incorporated herein by reference)

10.37          Agreement and Plan of Merger among the Registrant, FA, Inc., Carl
               Flemister, C. Wendell Flemister,  Jr., and Apex Marketing,  Inc.,
               dated October 22, 1997  (previously  filed with the  Registrant's
               Annual  Report on Form 10-K for the year ended  December 31, 1997
               and incorporated herein by reference)

10.38          Amendment  Number One to the  Agreement  and Plan of Merger among
               the Registrant,  FA, Inc., Carl Flemister,  C. Wendell Flemister,
               Jr., and Apex Marketing, Inc., dated October 31, 1997 (previously
               filed with the  Registrant's  Annual  Report on Form 10-K for the
               year  ended  December  31,  1997  and   incorporated   herein  by
               reference)

<PAGE>

Exhibit
Number
------

10.39          Amendment   Number Two to the  Agreement and Plan of Merger among
               the  Registrant,  FA, Inc., Carl Flemister, C. Wendell Flemister,
               Jr.,   and  Apex   Marketing,   Inc.,   dated  December  3,  1997
               (previously   filed with the  Registrant's  Annual Report on Form
               10-K for the   year  ended  December  31,  1997 and  incorporated
               herein by reference)

10.40          Principal   Stockholders  Agreement  among the  Registrant,  FCVB
               Corp.,  Ralph P.   Muller,  R & A  Partnership,  Ltd.  and  Kevin
               Sheehan,  dated   August  8,  1997  (previously  filed  with  the
               Registrant's   Annual  Report  on Form  10-K for the  year  ended
               December 31,  1997 and incorporated herein by reference)

10.41          Escrow  Agreement among the Registrant, Ralph P. Muller,  R  &  A
               Partnership,    Ltd.,   Kevin  Sheehan  and  Mercantile  Bank  of
               Arkansas,   as Escrow  Agent,  dated  August 8, 1997  (previously
               filed with  the  Registrant's  Annual Report on Form 10-K for the
               year   ended  December  31,  1997  and  incorporated   herein  by
               reference)

10.42          Amended and Restated Revolving Credit Agreement between Fairfield
               Communities,  Inc. and BankBoston,  N.A.,  dated January 15, 1998
               (previously filed with the Registrant's  Quarterly Report on Form
               10-Q for the quarter ended March 31, 1998 and incorporated herein
               by reference)

10.43          First  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement  between  Fairfield  Communities,  Inc. and BankBoston,
               N.A., dated July 13, 1998 (previously filed with the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
               and incorporated herein by reference)

10.44          Second  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement  between  Fairfield  Communities,  Inc. and BankBoston,
               N.A.,  dated  October  20,  1998   (previously   filed  with  the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998 and incorporated herein by reference)

10.45          Amended and Restated Revolving Credit Agreement between Fairfield
               Acceptance  Corporation and BankBoston,  N.A.,  dated January 15,
               1998 (previously filed with the Registrant's  Quarterly Report on
               Form 10-Q for the quarter  ended March 31, 1998 and  incorporated
               herein by reference)

10.46          First  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement   between   Fairfield   Acceptance    Corporation   and
               BankBoston,  N.A., dated July 13, 1998 (previously filed with the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1998 and incorporated herein by reference)

10.47          Second  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement between Fairfield  Acceptance  Corporation - Nevada and
               BankBoston, N.A., dated October 20, 1998  (previously  filed with
               the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended September 30, 1998 and incorporated herein by reference)
<PAGE>




Exhibit
Number
------

10.48          Third  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement   and  First   Amendment   to  Amended   and   Restated
               Unconditional  Payment and Performance Guaranty between Fairfield
               Acceptance  Corporation  - Nevada,  BankBoston,  N.A.,  and First
               Massachusetts Bank, N.A., dated February 8, 1999 (attached)

10.49          Pledge  and  Servicing   Agreement   between   Fairfield  Funding
               Corporation,   II,   Fairfield   Acceptance   Corporation-Nevada,
               Fairfield  Communities,  Inc.,  First  Security  Bank,  N.A.  and
               BankBoston,  N.A., dated July 31, 1998 (previously filed with the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998 and incorporated herein by reference)

10.50          Receivables   Purchase  Agreement  between  Fairfield  Acceptance
               Corporation,    Fairfield   Communities,   Inc.   and   Fairfield
               Receivables Corporation, dated January 15, 1998 (previously filed
               with  the  Registrant's  Quarterly  Report  on Form  10-Q for the
               quarter  ended  March  31,  1998  and   incorporated   herein  by
               reference)

10.51          Credit   Agreement  among  Fairfield   Receivables   Corporation,
               EagleFunding    Capital    Corporation,    Fairfield   Acceptance
               Corporation,  Fairfield Communities, Inc., BankBoston Securities,
               Inc. and  BankBoston,  N.A.,  dated January 15, 1998  (previously
               filed with the Registrant's Quarterly Report on Form 10-Q for the
               quarter  ended  March  31,  1998  and   incorporated   herein  by
               reference)

10.52          Receivables   Purchase   Agreement   between   Fairfield  Funding
               Corporation,  II, Fairfield  Acceptance  Corporation - Nevada and
               Fairfield  Communities,  Inc.,  dated July 31,  1998  (previously
               filed with the Registrant's Quarterly Report on Form 10-Q for the
               quarter  ended  September  30,  1998 and  incorporated  herein by
               reference)

10.53          Fourth Amended and Restated  Operating  Agreement,  dated January
               15, 1998, by and between Fairfield  Communities,  Inc., Fairfield
               Myrtle Beach,  Inc., Sea Gardens Beach and Tennis  Resort,  Inc.,
               Vacation  Break  Resorts,  Inc.,  Vacation  Break  Resort at Star
               Island, Inc., Palm Vacation Group, Ocean Ranch Vacation Group and
               Fairfield  Acceptance  Corporation  (previously  filed  with  the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1998 and incorporated herein by reference)

10.54          Fifth Amended and Restated  Operating  Agreement,  dated July 14,
               1998,  by and  between  Fairfield  Communities,  Inc.,  Fairfield
               Myrtle Beach,  Inc., Sea Gardens Beach and Tennis  Resort,  Inc.,
               Vacation  Break  Resorts,  Inc.,  Vacation  Break  Resort at Star
               Island, Inc., Palm Vacation Group, Ocean Ranch Vacation Group and
               Fairfield Acceptance  Corporation - Nevada (previously filed with
               the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1998 and incorporated herein by reference)

<PAGE>

                       COMPENSATORY PLANS OR ARRANGEMENTS

Exhibit
Number
------

10.55          Form of Warrant Agreement between the Registrant and directors of
               the Registrant  (previously filed with the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended  September 30, 1993 and
               incorporated herein by reference)

10.56          Registrant's  Savings/Profit Sharing Plan, effective July 1, 1994
               (previously  filed with the  Registrant's  Annual  Report on Form
               10-K for the year ended December 31, 1994 and incorporated herein
               by reference)

10.57          Amendment Number One to Registrant's Savings/Profit Sharing Plan,
               effective January 1, 1995 (previously filed with the Registrant's
               Annual  Report on Form 10-K for the year ended  December 31, 1996
               and incorporated herein by reference)

10.58          Amendment Number Two to Registrant's Savings/Profit Sharing Plan,
               effective January 1, 1996 (previously filed with the Registrant's
               Annual  Report on Form 10-K for the year ended  December 31, 1995
               and incorporated herein by reference)

10.59          Amendment  Number Three to  Registrant's  Savings/Profit  Sharing
               Plan,  effective  September 20, 1996  (previously  filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996 and incorporated herein by reference)

10.60          Amendment  Number  Four to  Registrant's  Savings/Profit  Sharing
               Plan,  effective  January  1,  1997  (previously  filed  with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1997 and incorporated herein by reference)

10.61          Amendment  Number  Five to  Registrant's  Savings/Profit  Sharing
               Plan, effective January 1, 1998 (attached)

10.62          Amendment Number Six to Registrant's Savings/Profit Sharing Plan,
               effective January 1, 1998 (attached)

10.63          Employment  Agreement,  dated  September 20, 1991, by and between
               the Registrant and Mr. John W. McConnell  (previously  filed with
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1991 and incorporated herein by reference)

10.64          Employment  Agreement,  dated  September 20, 1991, by and between
               the  Registrant and Mr. Marcel J. Dumeny  (previously  filed with
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1991 and incorporated herein by reference)

10.65          Form  of  Amendment  No.  One to  Employment  Agreements  between
               Registrant   and   certain   officers   (previously   filed  with
               Registrant's  Current Report on Form 8-K dated  September 1, 1992
               and incorporated herein by reference)

<PAGE>


Exhibit
Number
------

10.66          Form of Warrant Agreement between Registrant and certain officers
               and   executives  of  the  Registrant   (previously   filed  with
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1993 and incorporated herein by reference)

10.67          Registrant's   Third  Amended  and  Restated  1992  Warrant  Plan
               (previously  filed with the  Registrant's  Annual  Report on Form
               10-K for the year ended December 31, 1997 and incorporated herein
               by reference)

10.68          Form of  Indemnification  Agreement  between the  Registrant  and
               certain  officers  and  directors of the  Registrant  (previously
               filed  with the  Registrant's  Current  Report  on Form 8-K dated
               September 1, 1992 and incorporated herein by reference)

10.69          Form of Severance  Agreement  between the  Registrant and certain
               officers of the Registrant  (previously  filed with  Registrant's
               Annual Report on Form 10-K/A for the year ended December 31, 1993
               and incorporated herein by reference)

10.70          Registrant's  Excess  Benefit  Plan,  adopted  February  1,  1994
               (previously  filed  with the  Registrants  Annual  Report on Form
               10-K/A  for the year ended  December  31,  1993 and  incorporated
               herein by  reference)  

10.71          First  Amendment  to Excess  Benefit  Plan,  adopted May 11, 1995
               (previously filed with the Registrant's  Quarterly Report on Form
               10-Q for the quarter ended June 30, 1995 and incorporated  herein
               by reference) 

10.72          Registrant's  Key Employee  Retirement  Plan,  adopted January 1,
               1994 (previously filed with Registrant's Quarterly Report on Form
               10-Q for the quarter ended June 30, 1994 and incorporated  herein
               by reference)  

10.73          First Amendment to Key Employee  Retirement Plan, adopted May 11,
               1995 (previously filed with Registrant's Quarterly Report on Form
               10-Q for the quarter ended June 30, 1995 and incorporated  herein
               by reference)

10.74          Restricted  Stock  Agreement  between the  Registrant and John W.
               McConnell,  entered into on December 19, 1996  (previously  filed
               with the  Registrant's  Annual  Report  on Form 10-K for the year
               ended December 31, 1996 and incorporated herein by reference)

10.75          Registrant's  Employee Stock Purchase Plan (previously filed with
               the  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 1997 and incorporated herein by reference)

10.76          Registrant's  Second  Amended and Restated 1997 Stock Option Plan
               (previously  filed with the  Registrant's  Annual  Report on Form
               10-K for the year ended December 31, 1997 and incorporated herein
               by reference)

<PAGE>

Exhibit
Number
------

10.77          Registrant's  Third  Amended and Restated  1997 Stock Option Plan
               (previously  filed with the  Registrant's  Current Report on Form
               S-8 dated August 31, 1998 and incorporated herein by reference)

10.78          Vacation  Break  U.S.A.,  Inc. 1995 Stock Option Plan, as amended
               (previously  filed was Exhibit 4.5 to the Registrant's  Form S-8,
               SEC File No. 333-42901, and incorporated herein by reference)

10.79          Employment Agreement,  dated October 23, 1998, by and between the
               Registrant  and Mr.  Franz  Hanning  (previously  filed  with the
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998 and incorporated herein by reference)

13             Portions of Registrant's  Annual Report to  Stockholders  for the
               year ended  December  31, 1998 which are  incorporated  herein by
               reference:   Common  Stock  Prices;   Selected   Financial  Data;
               Management's  Discussion and Analysis of Financial  Condition and
               Results of Operations;  Report of Ernst & Young LLP,  Independent
               Auditors; Consolidated Balance Sheets; Consolidated Statements of
               Earnings;   Consolidated   Statements  of  Stockholders'  Equity;
               Consolidated  Statements of Cash Flows and Notes to  Consolidated
               Financial Statements (attached)

21             Subsidiaries of the Registrant (attached)

23.1           Consent of Ernst & Young LLP, Independent Auditors (attached)

23.2           Consent of Pricewaterhouse Coopers, LLC (attached)

24             Powers of Attorney (attached)

27             Financial Data Schedule, December 31, 1998 (attached)