POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 17, 1999                          /s/Ernest D. Bennett, III
                                                ---------------------------
                                                   Ernest D. Bennett, III


<PAGE>


                                POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 17, 1999                          /s/Philip L. Herrington
                                                --------------------------
                                                   Philip L. Herrington


<PAGE>


                                POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 17, 1999                             /s/Gerald Johnston
                                                   ------------------------
                                                      Gerald Johnston


<PAGE>


                                POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 17, 1999                             /s/Bryan D. Langton
                                                   ------------------------
                                                      Bryan D. Langton
 

<PAGE>


                                POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 24, 1999                             /s/Charles D. Morgan
                                                   ------------------------
                                                      Charles D. Morgan


<PAGE>


                                POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 17, 1999                              /s/Ralph P. Muller
                                                    -------------------------
                                                       Ralph P. Muller


<PAGE>


                                POWER OF ATTORNEY









         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and
appoints  John W.  McConnell  and/or Robert W. Howeth,  severally,  his true and
lawful  attorney  in fact and  agent,  with  full  powers  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign an  annual  report  on Form  10-K  for the  fiscal  year of
Fairfield  Communities,  Inc., a Delaware corporation,  ended December 31, 1998,
and any or all amendments thereto, and to file same, with all exhibits and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney in fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney in fact and
agent or his substitute(s) may lawfully do or cause to be done by virtue hereof.



Dated:  March 24, 1999                             /s/William C. Scott
                                                   ------------------------
                                                      William C. Scott