SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                       FORM 10K/A (No. 2)

         AMENDMENT NO. 2 TO ANNUAL REPORT FILED PURSUANT TO
    SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
          For  the  fiscal  year  ended December 31, 1996
   
                Commission File Number: 1-8096
                   FAIRFIELD COMMUNITIES, INC.
     (Exact name of registrant as specified in its Charter)

       Delaware                           71-0390438
(State of incorporation)     (I.R.S. Employer Identification No.)

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

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

   Securities registered pursuant to Section 12(b) of the Act:
                                   Name of each exchange
    Title of each class             on which registered
    -------------------             -------------------
 Common Stock, $.01 par value           New York
 Preferred Stock Purchase Rights        New York
  with respect to Common Stock,
  $.01 par value

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

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

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

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

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

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

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


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



Items 1. and 2.     BUSINESS AND PROPERTIES
--------------      -----------------------

Items 1 and 2 are hereby amended by deleting the eleventh
through seventeenth paragraphs thereof and inserting  the
following paragraphs.

OTHER RESORTS

Fairfield's array of resorts offers a variety of vacation
experiences  which  are intended to  meet  the  different
lifestyles  and  vacation needs  of  its  customer  base.
Fairfield's resort sites vary in size from several  acres
to  over  18,000 acres.  The locations offer many on-site
amenities  ranging from swimming pools and tennis  courts
at  most  sites  and, as indicated below,  golf  courses,
equestrian  facilities  and ski slopes  at  some  of  the
resorts.   Many  of  Fairfield's units  offer  full-size,
fully  equipped  kitchens, fireplaces, private  whirlpool
spas, VCRs, washers and dryers, and more.

Fairfield  Branson  at  the Falls,  Fairfield's  original
Branson  development has 54 units.   The  second  Branson
development,  Fairfield  Branson  at  the   Meadows,   is
partially completed with a planned 232-unit capacity when
fully  developed.   Both developments provide  convenient
access to the 10-mile stretch of Highway 76 where over 30
indoor theaters provide entertainment.  The Branson/Lakes
area also offers boating, fishing, swimming, waterskiing,
sailing,  scuba  diving and parasailing on  three  lakes,
Table  Rock, Lake Taneycomo and Bull Shoals.  Theme parks
such  as  Silver  Dollar City and White Water  are  among
other attractions in the area.

Fairfield  Williamsburg is located  just  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.   Three
miles from the resort is Busch Gardens amusement park.

Fairfield Bay offers 217 units in the Ozark foothills and
a  lighted  10-court tennis center.  Mountain Ranch  Golf
Course  is  the heart of the resort.  The Ozark  National
Forest is available for hiking and camping, and the Ozark
Folk  Center  features performances and craft  shows  and
demonstrations year-round.  Blanchard Springs Caverns  is
nearby, as are the trout fishing waters of the White  and
Little  Red  Rivers.  Fairfield Bay  is  located  on  the
40,000-acre Greers Ferry Lake, which has over  300  miles
of shoreline.

Located   in  Flagstaff,  Arizona,  Fairfield   Flagstaff
provides 125 units in four seasons of resort vacationing.
Fairfield  Flagstaff is approximately 75 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, horseback  riding
and shopping.

Fairfield Glade in Tennessee offers one 27-hole and three
18-hole  golf  courses. The resort has 358 units  and  is
surrounded by 11 lakes.  Hobby and social clubs, arts and
crafts  fairs, local shops and outlet malls  are  nearby,
along  with  the Cumberland County Playhouse.   Horseback
riding  and indoor and outdoor swimming pools and  tennis
courts  are available to vacationers.  Nearby attractions
include  the  Fall  Creek Falls and  Cumberland  Mountain
State  Parks,  Great Smokey Mountains National  Park,  as
well as Dolly Parton's Dollywood and the American Museums
of Atomic Energy and Fine Arts.

Harbortown   Point   is  located   in   Ventura   Harbor,
California, 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 resorts docks.  Harbortown  Point's
boat  rentals  include sailboats, fishing  boats,  paddle
boats and boardsails.

Fairfield Harbour, located in New Bern, North Carolina is
surrounded by historical towns and attractions,  such  as
Bath,  incorporated  in 1705 as the state's  first  town.
Beaufort, founded in 1709, features restorations of  18th
and  19th  century  homes and businesses.   Nearby  Tryon
Palace  is a classical Georgian mansion that once  served
as  the North Carolina capitol.  The recreation center at
Fairfield  Harbour includes an indoor and  outdoor  pool,
whirlpool spa, exercise room with sauna, miniature  golf,
playground,  video game room and community  center.   The
city   of  New  Bern  offers  shopping  centers,   marina
facilities, restaurants and nightclubs.

Fairfield Mountains, in Lake Lure, North Carolina  offers
215  units amid the Blue Ridge Mountains, just  45  miles
east  of  Asheville, North Carolina.  Lake Lure and  Bald
Mountain Lake both offer bass fishing, as well as boating
and  private beaches.  The Bald Mountain and Apple Valley
golf courses are  open  year-round.   Guided   trips  are
available  to Chimney Rock Park for hiking and  exploring
caves and waterfalls, as well as white water rafting  and
boat  cruises.   Nearby attractions  include  Oconaluftee
Indian  Village, a replica of a Cherokee Indian  Village,
and  the  Biltmore House and Gardens, built in  the  19th
century.

Fairfield  Ocean Ridge, in Edisto Island, South  Carolina
is  located  45  miles from Charleston,  South  Carolina.
Fairfield  Ocean  Ridge  offers four  tennis  courts,  an
outdoor  swimming pool, bicycle rental,  miniature  golf,
and  an  18-hole  golf  course.  Shelling,  swimming  and
sailing  in  the ocean are also attractions at  Fairfield
Ocean Ridge.

Fairfield  Pagosa, in Pagosa Springs, Colorado  has  five
lakes  on  the property and is bordered by two-and-a-half
million acres of national forest and wilderness.   Nearby
is Wolf Creek Ski area.  On-site, Fairfield Pagosa has 27
holes  of golf, seven tennis courts, mini-golf and  other
family activities.  The resort's recreation center features
an  indoor pool, spa and racquetball courts, as  well  as
fitness equipment and aerobics classes.

Fairfield  Plantation is an entire resort community  just
45  miles  west of Atlanta, Georgia.  The resort features
80  units.   There are three lakes which provide  fishing
and water sports.  The tennis center's courts are lighted
for evening play, and there is an 18-holes golf course, a
miniature  golf course and a playground.   For  swimming,
the  resort  has its own private beach and three  outdoor
pools.

Fairfield Sapphire Valley includes 194 units.  The resort
lies  in  the  foothills of the Blue Ridge Mountains,  60
miles  south  of Asheville, North Carolina.   The  Pisgah
National Forest and Great Smokey Mountains National  Park
offer  backpacking  and  other outdoor  activities.   The
Horsepasture  and the Tuckasegee Rivers  are  nearby  and
offer  trout  fishing  and  the Nantahala  and  Chattooga
Rivers  of  western  North  Carolina  offer  white  water
rafting.  Sapphire Stables provides horseback riders with
excursions through the countryside.  There is also skiing
in the winter months and golfing is available.


                         SIGNATURE



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


                             FAIRFIELD COMMUNITIES, INC.



Date: October 31, 1997      /s/William G. Sell
     ------------------     -------------------------------         
                               William G. Sell, Vice President/
                               Controller (Chief Accounting Officer)