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, 1996 

                                   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.)
          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.<PAGE>


                         INDEX TO
                 ANNUAL REPORT ON FORM 10-K
                                                             Page
                                                             ----
                          PART I
                          ------
Items 1. and 2.  Business and Properties.....................  3 

Item 3.  Legal Proceedings...................................  4 

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

                           PART II
                           -------
Item 5.    Market for Registrant's Common Stock and 
           Related Stockholder Matters.......................  5 

Item 6.    Selected Financial Data...........................  5 

Item 7.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations.............  5 

Item 8.    Financial Statements and Supplementary Data.......  5 

Item 9.    Changes in and Disagreements with Accountants 
             on Accounting and Financial Disclosure..........  5 

                          PART III
                          --------
Item 10. Directors and Executive Officers of the Registrant..  5

Item 11. Executive Compensation..............................  6 

Item 12.   Security Ownership of Certain Beneficial 
             Owners and Management...........................  6 

Item 13.   Certain Relationships and Related Transactions....  6 

                           PART IV
                           -------
Item 14.   Exhibits, Financial Statement Schedules and 
             Reports on Form 8-K.............................  6  

                                 -2-

                            PART I
                           ------- 

Items 1. and 2.   BUSINESS AND PROPERTIES
--------------    -----------------------
     General
     -------
     Fairfield Communities, Inc.  ("Fairfield" and  together
with  its   subsidiaries,  the  "Company")  is  the  largest
vacation  ownership company in the United States in terms of
property  owners  and  vacation   units  constructed.    The
Company's 15 resorts are located  in 11 states; five resorts
are in  destination areas with popular  vacation attractions
("Destination Resorts")  and  10  regional  resorts  are  in
scenic locations ("Regional Resorts").
  
     The  Company's  primary  business is  selling  vacation
ownership interests ("VOIs"), commonly known  as timeshares,
primarily  through  its  innovative   points-based  vacation
system, Fairshare  Plus.  The Company  also offers financing
for VOI  purchasers  through its  wholly  owned  subsidiary,
Fairfield Acceptance Corporation  ("FAC"), which results  in
the   creation  of   high  quality,   medium-term  contracts
receivable  with   attractive  yields.    FAC   holds  these
contracts  in its  portfolio and,  in the  recent  past, has
begun to securitize its contracts receivable in an effort to
lower  the costs  of borrowed  funds and  maintain borrowing
availability under its credit facilities.

     Since 1980, the Company has sold more than $1.1 billion
of  VOIs.  The Company's net revenue  from sales of VOIs has
increased  from $33.5 million  in 1993 to  $114.6 million in
1996.     Interest  income  from  the   Company's  financing
activities totaled $20.0 million in 1996 and at December 31,
1996, the Company  had a portfolio  of approximately  45,700
contracts   receivable  amounting  to  $154.9  million  with
outstanding  borrowings  of  $54.3  million secured  by  the
contracts receivable.  At December 31, 1996, these contracts
receivable had a weighted average maturity  of approximately
five  years.   For  the year  ended  December 31,  1996, the
contracts receivable had a weighted average interest rate of
13.6%, as compared to a weighted average cost of  associated
debt of 8.6%.

     In  1992, the  Company  successfully reorganized  under
Chapter  11 of the  Bankruptcy Code.   Before  the Company's
reorganization,   it  focused   its  VOI  business   on  the
development of Regional Resorts, which required construction
and  development  of  large-scale  amenities  such  as  golf
courses  and  other   recreational  facilities  to   attract
vacationers to those resorts.  Since the reorganization, the
Company  has focused on  its core business  of marketing and
financing vacation ownership products and has sold over $121
million of non-core assets, the  proceeds of which have been
used to reduce indebtedness  and reinvest in VOI operations.
Fairfield  has  also  changed  the  focus  of  its  vacation
ownership  business  from  developing  Regional  Resorts  to
constructing   units   in   Destination   Resorts,   thereby
eliminating the need for developing large-scale amenities to
attract vacationers, lowering development  expense, reducing
development  risk  and increasing  its  access  to a  steady
source of potential customers.

     Additional information  required by Items 1.  and 2. is
incorporated  herein by  reference  to PLACES  - Fairfield s
                                       ------    -----------
Property  Portfolio  included  in  the  Registrant's  Annual
-------------------
Report to Stockholders for the year ended December 31, 1996.

     Fairfield was incorporated  in Delaware in  1969.   The
Company's  principal executive  office is  located at  11001
Executive Center Drive, Little Rock, Arkansas 72211, and its
telephone number is  (501) 228-2700.  At December  31, 1996,
the Company had approximately 1,200 full-time employees.  

                           -3-
    
     Development/Regulation
     ----------------------   

     In certain of its developments, the Company engages  in
master planning  of land,  home and  commercial construction
and management of  resort and conference  facilities.   Many
state and  local authorities  have imposed  restrictions and
additional regulations  on  developers  of  VOIs  and  lots.
Although  these restrictions  have  generally increased  the
cost  of  selling  VOIs  and   lots,  the  Company  has  not
experienced  material  difficulties in  complying  with such
regulations  or operating  within  such  restrictions.   The
Company provides certain purchasers with a "property report"
designed  to  comply  with the  disclosure  requirements  of
federal and  state laws which contains,  among other things,
detailed information  about  the particular  community,  the
development and the purchaser's rights and obligations as  a
VOI or lot owner.

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, 1996.

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

               No  matters  were  submitted  to  a  vote  of
          stockholders during the fourth quarter of 1996.

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
directors or other executive officers:  

               John  W. McConnell,  age  55,  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.

               Marcel J.  Dumeny,  age  46,  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.  

               Clay  G. Gring,  Sr., age  65, has  been with
          Fairfield  since  1991,  serving  as  Senior  Vice
          President/Chief  Operating  Officer since  January
          1996  and  Senior Vice  President/Leisure Products
          Group prior thereto.   Mr. Gring was self-employed
          from 1984 to 1991, specializing in the development
          and   management   of   real  estate   properties,
          including   resort  communities   and  hospitality
          related properties.

               Franz   Hanning,  age   43,  has   been  with
          Fairfield  since  1982,  serving  as  Senior  Vice
          President, Corporate Sales since January 23, 1997;
          Regional Vice President from 1991 to January
          23,  1997  and  Vice President/Sales - Fairfield
          Williamsburg from 1990 to 1991.

               Robert  W.  Howeth,  age 49,  has  been  with
          Fairfield  since  1975,  serving  as  Senior  Vice
          President and Chief  Financial Officer since April
          1996;  Senior  Vice  President,   Chief  Financial
          Officer  and  Treasurer from  1994 to  April 1996;
          Senior Vice President and  Treasurer from 1993  to
          1994  and  Senior   Vice  President/Planning   and
          Administration from 1990 to 1993.

                                -4-

               Mark Nuzzo, age  45, has been  with Fairfield
          since 1983, serving as Vice  President of Property
          Management  since 1995  and as  Vice  President of
          Resort Operations from 1991 to 1995.

               William  G.  Sell,  age  43,  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,
          1996.

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

               Information   required   by    Item   6    is
          incorporated  herein  by  reference   to  Selected
                                                    --------
          Financial   and   Other  Data   included   in  the
          -----------------------------
          Registrant's Annual Report to Stockholders for the
          year ended December 31, 1996.

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, 1996.

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  1997
          Annual Meeting of Stockholders.

                                -5-

     (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  1997 Annual
          Meeting of Stockholders.

Item 11.  EXECUTIVE COMPENSATION
-------   ----------------------
               This item  is  incorporated by  reference  to
          Registrant's Proxy Statement  for its 1997  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  1997 Annual
          Meeting of Stockholders.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------   ---------------------------------------------
               This item  is  incorporated by  reference  to
          Registrant's Proxy Statement  for its 1997  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 for  the year ended
          December  31,  1996  are  incorporated  herein  by
          reference:  

               Consolidated  Balance  Sheets -  December 31,
               1996 and 1995

               Consolidated Statements of  Earnings -  Years
               Ended December 31, 1996, 1995 and 1994

               Consolidated   Statements   of  Stockholders'
               Equity - Years Ended  December  31, 1996,
               1995 and 1994

               Consolidated Statements of Cash Flows - Years
               Ended December 31, 1996, 1995 and 1994

               Notes to Consolidated Financial  Statements -
               December 31, 1996

                                  -6-

         (2)          The   following    financial   statement
               schedule  should be read  in conjunction with
               the    consolidated    financial   statements
               included in the Registrant's Annual Report to
               Stockholders for the year ended  December 31,
               1996:  

               Schedule II - Valuation and Qualifying Accounts           
 
                    Financial   statement    schedules   not
               included  herein  have  been omitted  because
               they  are  not  applicable  or  the  required
               information  is  shown  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
          -----------------------------
               Following  is the  schedule as  referenced in
          the Index to Financial Statements included in Item
              -----------------------------
          14(a)(2) above.

                                 -7-

                                                                SCHEDULE II
      
                 Fairfield Communities, Inc. and Subsidiaries
                      Valuation and Qualifying Accounts
                                (In thousands)

        
<TABLE>
                                            Additions            
                                      ----------------------
                           Balance at   Charged   Charged to        Balance at
                            Beginning   to Costs    Other              End of
     Description            of Period and Expenses Accounts Deductions Period
--------------------------  --------- ------------ -------- ---------- ------
<S>                          <C>        <C>       <C>      <C>          <C>
Year Ended December 31, 1996
Deducted from asset accounts:
  Allowance for loan losses  $14,200    $5,390    $  -     $ (5,340)(a) $14,250
                             =======    ======    =======  ========     ======= 
  Valuation allowance for
    deferred tax assets      $20,415    $  -      $  -     $(20,415)(b) $   -   
                             =======    ======    =======  ========     =======
Year Ended December 31, 1995
Deducted from asset accounts:
  Allowance for loan losses  $11,322    $6,505    $  -     $ (3,627)(c) $14,200
                             =======    ======    =======  ========     =======
  Valuation allowance for
   deferred tax assets       $26,131    $  -      $ 547(d) $ (6,263)(e) $20,415
                             =======    ======    =======  ========     =======
Year Ended December 31, 1994
Deducted from asset accounts:
  Allowance for loan losses  $10,992    $4,430    $  -     $ (4,100)(c) $11,322
                             =======    ======    =======  ========     ======= 
  Valuation allowance for
   deferred tax assets       $33,649    $  -      $  -     $ (7,518)(e) $26,131
                             =======    ======    =======  ========     ========
</TABLE>
   (a)   Includes  uncollectible  loans receivable  written-off, net
         of recoveries, and $1,200 credited to "Other income".

   (b)   Includes  $19,108  utilization of  pre-confirmation  income
         tax  attributes  credited   to  paid-in  capital.     Other
         deductions   represent   the   refinement  of   prior  year
         estimates of certain deferred tax assets.

   (c)   Uncollectible loans receivable written-off, net of recoveries.  

   (d)   Represents  the  refinement  of  prior  year  estimates  of
         certain deferred tax assets.

   (e)   Utilization   of  pre-confirmation  income  tax  attributes
         credited to paid-in capital.

                                  -8-

                            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 14, 1997           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 14, 1997           By    /s/ Les R. Baledge*                
                                 --------------------------------
                                    Les R. Baledge, Director

Date:  March 14, 1997           By   /s/ Russell A. Belinsky*            
                                 --------------------------------
                                  Russell A. Belinsky, Director

Date:  March 14, 1997           By  /s/ Ernest D. Bennett, III*           
                                 --------------------------------     
                                 Ernest D. Bennett, III, Director

Date:  March 14, 1997           By  /s/ Philip L. Herrington*           
                                 --------------------------------
                                  Philip L. Herrington, Director

Date:  March 14, 1997           By  /s/ Bryan D. Langton*              
                                 --------------------------------  
                                   Bryan D. Langton, Director

Date:  March 14, 1997           By  /s/ Charles D. Morgan*             
                                 --------------------------------
                                   Charles D. Morgan, Director

Date:  March 14, 1997           By /s/ William C. Scott*                
                                 --------------------------------
                                   William C. Scott, Director

Date:  March 14, 1997           By  /s/ J. W. McConnell                 
                                 --------------------------------- 
                                 J. W. McConnell, Director, President
                                     and Chief Executive Officer

Date:  March 14, 1997           By   /s/ Robert W. Howeth               
                                 ----------------------------------
                                Robert W. Howeth, Senior Vice President
                                    and Chief Financial Officer

Date:  March 14, 1997           By  /s/ William G. Sell                   
                                 ----------------------------------
                                 William G. Sell, Vice President/Controller 
                                         (Chief Accounting Officer)

Date:  March 14, 1997          *By  /s/ J. W. McConnell                
                                 ----------------------------------  
                                 J. W. McConnell, Attorney-in-Fact

                               -9-


                    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)          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
          referenced in  4.1 above, 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
          referenced in 4.1  above, 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
          referenced in 4.1 above, 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<PAGE>
          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.,   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)

10.2      First  Amendment  to  Amended   and  Restated
          Revolving  Credit  Agreement,  referenced  in
          10.1  above, 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,  referenced  in
          10.1   above,   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-
Exhibit
Number 
------

10.4      Third  Amendment  to  Amended   and  Restated
          Revolving  Credit  Agreement,  referenced  in
          10.1   above,   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,  referenced  in
          10.1   above,   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,  referenced  in
          10.1   above,   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<PAGE>
          reference)

10.7      Sixth  Amendment  to  Amended   and  Restated
          Revolving  Credit  Agreement,  referenced  in
          10.1   above,   dated   December   12,   1996
          (attached)

10.8      Stock  Purchase  Agreement,  dated  April  5,
          1994,  between  the  Registrant and  Security
          Capital  Bancorp  (previously filed  with the
          Registrant's Current Report on Form 8-K dated
          April  14, 1994  and  incorporated herein  by
          reference)

10.9      Limited Partnership Agreement, dated March 3,
          1981, between Harbour Ridge,  Inc., Fairfield
          River   Ridge,   Inc.   and   Harbour   Ridge
          Investments,   Inc.   forming   the   limited
          partnership    of    Harbour   Ridge,    Ltd.
          (previously   filed  with   the  Registrant's
          Registration Statement  on  Form S-7  No.  2-
          75301   effective   February  11,   1982  and
          incorporated herein by reference)

10.10          Sugar  Island  Associates, Ltd.  Amended
               Limited  Partnership   Agreement,  dated
               October 17, 1984 (previously  filed with
               the Registrant's current Report  on Form
               8-K   dated   October   25,   1984   and
               incorporated herein by reference)

10.11          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)

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

10.13          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)

10.14          Sixth   Amended   and   Restated   Title
               Clearing  Agreement  by  and  among  the
               Registrant, FAC, Lawyers Title Insurance<PAGE>
               Corporation,   FNBB,   First  Commercial
               Trust Company, N.A., and Capital Markets
               Assurance  Corporation,  dated July  31,
               1996 (attached)

                                -11-

Exhibit
Number 
-----

10.15          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 (attached)

10.16          Westwinds  Third  Amended  and  Restated
               Title  Clearing  Agreement by  and among
               the  Registrant,  Fairfield  Myrtle
               Beach,   Inc.,    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)

10.17          First   Amendment  to   Westwinds  Third
               Amended  and   Restated  Title  Clearing
               Agreement, referenced in 10.16 above, by
               and  among   the  Registrant,  Fairfield
               Myrtle Beach, Inc.,  FAC, Lawyers  Title
               Insurance  Corporation, FNBB,  and First
               Commercial  Trust  Company, N.A.,  dated
               September 29, 1993 (attached)

10.18          Second  Amendment   to  Westwinds  Third
               Amended  and   Restated  Title  Clearing
               Agreement, referenced in 10.16 above, by
               and  among   the  Registrant,  Fairfield
               Myrtle Beach, Inc.,  FAC, Lawyers  Title
               Insurance Corporation,  FNBB, and  Capital Markets
               Assurance  Corporation, dated  March 28,
               1995 (attached)

10.19          Third   Amendment  to   Westwinds  Third
               Amended  and   Restated  Title  Clearing
               Agreement, referenced in 10.16 above, by
               and  among   the  Registrant,  Fairfield
               Myrtle  Beach,  Inc., FAC,  Lawyers Title
               Insurance Corporation,  FNBB and Capital
               Markets  Assurance   Corporation,  dated
               July 31, 1996 (attached)<PAGE>

10.20          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)

10.21          First  Amendment  to  Third Amended  and
               Restated  Revolving   Credit  Agreement,
               referenced   in   10.20   above,   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)

10.22          Second  Amendment  to Third  Amended and
               Restated  Revolving  Credit   Agreement,
               referenced   in   10.20   above,   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)

10.23          Third  Amendment  to  Third Amended  and
               Restated  Revolving   Credit  Agreement,
               referenced herein in 10.20  above, dated
               December 12, 1996 (attached)

10.24          Pledge  and Servicing  Agreement between
               Fairfield  Funding Corporation  ("FFC"),
               FAC,  First  Commercial  Trust  Company,
               N.A. and Texas  Commerce Trust  Company,
               N.A.,    dated   September    28,   1993
               (previously   filed  with   Registrant's
               Current Report on Form 8-K filed October
               1,  1993  and  incorporated   herein  by
               reference)

                               -12-

Exhibit
Number
------

10.25          Third  Amended  and  Restated  Operating
               Agreement,   dated  December   9,  1994,
               between    the   Registrant    and   FAC
               (previously filed  with the Registrant's
               Annual Report on Form 10-K for  the year
               ended December 31, 1994 and incorporated<PAGE>
               herein by reference)

10.26          Amended  and Restated  Credit Agreement,
               with  an  effective restatement  date of
               October 2, 1996,  among the  Registrant,
               Fairfield  Capital  Corporation ("FCC"),
               FAC,  Triple-A  One Funding  Corporation
               and     Capital    Markets     Assurance
               Corporation as  Administrative Agent and
               Collateral Agent  (previously filed with
               the  Registrant's  Quarterly  Report  on
               Form   10-Q   for   the  quarter   ended
               September  30,   1996  and  incorporated
               herein by reference)

10.27          Amended    and   Restated    Receivables
               Purchase  Agreement  with  an  effective
               restatement  date  of  October 2,  1996,
               among  the  Registrant,  FAC,  Fairfield
               Myrtle Beach, Inc.  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 (attached)

10.29          Amended and Restated Seawatch Plantation Title
               Clearing  Agreement  by  and  among  the
               Registrant, Fairfield Myrtle Beach, Inc.,
               FAC,     Lawyers     Title     Insurance
               Corporation,  FNBB, and  Capital Markets
               Assurance  Corporation,  dated July  31,
               1996 (attached)

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 (attached)

10.31          First  Amendment  to  Third Amended  and
               Restated  Supplementary  Trust Agreement
               (Arizona), referenced in 10.30 above, by
               and  among  the  Registrant, FAC,  First
               American Title  Insurance Company, FNBB,
               and     Capital    Markets     Assurance
               Corporation,   dated   July   31,   1996
               (attached)

              COMPENSATORY PLANS OR ARRANGEMENTS

10.32          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)

10.33          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)

10.34          Amendment  Number  One  to  Registrant's
               Savings/Profit  Sharing  Plan referenced
               in  10.33  above,  effective January  1,
               1995 (attached)

10.35          Amendment  Number  Two  to  Registrant's
               Savings/Profit  Sharing  Plan referenced
               in  10.33  above,  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) 

                              -13-
Exhibit
Number
------

10.36          Amendment  Number Three  to Registrant's
               Savings/Profit  Sharing Plan  referenced
               in 10.33 above, effective  September 20,
               1996 (attached)

10.37          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)

10.38          Employment  Contract, effective  January
               1,  1994, by and  between the Registrant
               and  Mr.  Morris E.  Meacham (previously
               filed with Registrant's Annual Report on
               Form 10-K/A for the year  ended December
               31,  1993  and  incorporated  herein  by
               reference)

10.39          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<PAGE>
               31,  1991  and  incorporated  herein  by
               reference)

10.40          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)

10.41          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)  

10.42          Registrant's First  Amended and Restated
               1992 Warrant Plan (previously filed with
               Registrant's  Quarterly  Report on  Form
               10-Q for the quarter ended September 30,
               1993   and    incorporated   herein   by
               reference)

10.43          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)

10.44          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)

10.45          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)

10.46          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)

10.47          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)

10.48          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)

                              -14-

Exhibit
Number
------
10.49          Restricted  Stock Agreement  between the
               Registrant   and   John  W.   McConnell,
               entered  into  on   December  19,   1996
               (attached)

11        Computation of earnings per share (attached)      
                              
13        Portions  of  Registrant's  Annual Report  to
          Stockholders for the  year ended December 31,
          1996   which   are  incorporated   herein  by
          reference: POINTS; PLACES; PROPERTY PORTFOLIO;
          Common   Stock  Prices;  Selected
          Financial   and   Other  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        Consent of  Ernst  & Young  LLP,  Independent
          Auditors (attached)

24        Powers of Attorney (attached)

27        Financial Data Schedule (attached)<PAGE>