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, 1999
                                                         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
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (407) 370-5200

           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 February 29, 2000,  the number of shares of the  registrant's  Common
Stock  outstanding  was  44,667,622  and  the  aggregate  market  value  of  the
registrant's Common Stock held by non-affiliates  totaled  approximately  $375.2
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, 1999 and the Proxy Statement to
be issued in connection with its 2000 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.............................................    9

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..................................   10

Item 6.  Selected Financial Data.......................................   10

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........................................   11

Item 12. Security Ownership of Certain Beneficial
          Owners and Management........................................   11

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 278,000 property owners.  At
December 31, 1999,  the Company's  portfolio of resorts  consisted of 33 resorts
located in 12 states and the  Bahamas.  Of those  resorts,  which are in various
stages of development, 23 are located in destination areas with popular vacation
attractions  and 10 are located in scenic regional  locations.  During 1999, the
Company began sales operations on a start-up basis at its six newest destination
resorts to be developed in Sedona, Arizona;  Durango,  Colorado;  Daytona Beach,
Florida; Destin, Florida; Las Vegas, Nevada and Gatlinburg, Tennessee.

     The  operations  of the  Company  consist  of (i)  sales and  marketing  of
vacation ownership interests at its resort locations and off-site sales centers,
which  entitle  the  purchaser  to use a fully  furnished  vacation  home at the
Company's resort locations,  (ii) acquiring,  developing and operating  vacation
ownership resorts,  (iii) providing consumer financing to individual  purchasers
for the purchase of vacation  ownership  interests and (iv)  providing  property
management  services for which it receives fees paid by the respective  property
owners' associations.

     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  homes.  The vacation  ownership  interests are typically in
resort  locations  that feature one or more  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  finance  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, 1999, the Company's contracts  receivable portfolio
totaled  $225.1   million,   with   outstanding   borrowings  of  $39.6  million
collateralized by the contracts receivable.  At December 31, 1999, the contracts
receivable  portfolio  had a weighted  average  maturity of  approximately  five
years, a weighted  average interest rate of 14.0% and a weighted average funding
cost  on  the  associated  debt  of  6.4%.  At  December  31,  1999,   borrowing
availability under the Company's financing arrangements totaled $80.6 million.

     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 operates one reportable  business  segment,  which includes the
marketing,  sales and financing of its vacation ownership resorts.  The revenues
in this segment are derived from the sale of

<PAGE>

vacation  ownership  interests  and  from  the  associated  interest  income  on
contracts  receivable generated by the Company's financing of vacation ownership
interests. 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, 1999, the
Company had approximately 5,500 full-time employees.

     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 the
Company's  Common Stock.  The merger was accounted for as a pooling of interests
and, accordingly,  all prior period financial information was restated as if the
merger  took  place  at  the  beginning  of  the  earliest   period   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
$13.5 million in cash. These  acquisitions  have been accounted for as purchases
and the  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  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 existing and potential  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, 1999  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 208 units  completed  and 24 units under
construction out of a planned 326 units.  Amenities at Fairfield  Branson at the
Meadows include indoor and outdoor swimming pools, health club and clubhouse.

     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 225 units.  Fairfield  SeaWatch  Plantation  currently has 156 completed
units  and  69  units  under  construction.   Amenities  at  Fairfield  Seawatch
Plantation include two indoor and four outdoor pools.


<PAGE>

     FAIRFIELD NASHVILLE AT MUSIC CITY, USA

     Nashville, TN - Fairfield Nashville is located on 19 acres, adjacent to the
Opryland Hotel complex. Fairfield Nashville has 158 units completed and 32 units
under construction out of a planned 254 units.  Amenities at Fairfield Nashville
include indoor and outdoor swimming pools, health club and clubhouse.

     FAIRFIELD ORLANDO AT CYPRESS PALMS

     Kissimmee,  FL - Fairfield Orlando at Cypress Palms has 210 units completed
and 20 units under  construction.  When  completed,  the resort will include 244
units, an activity/recreation building and two outdoor pools.

     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 has a total of 208 units.
Upon  completion,  the resort will have 398 units.  The resort features a health
spa,  swimming  pools, a restaurant and banquet  facilities as well as access to
adjacent golf courses.

     ROYAL VISTA RESORT

     Pompano Beach, FL - Royal Vista Resort,  is located on beachfront  property
and  consists  of 99 units.  On-site  amenities  include  a health  club and two
beachfront swimming pools.

     SANTA BARBARA RESORT AND YACHT CLUB

     Pompano  Beach,  FL - Santa  Barbara  Resort and Yacht Club  consists of 90
units and 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 contains 217 units
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.

     FAIRFIELD ORLANDO AT STAR ISLAND

     Orlando, FL - Fairfield Orlando at Star Island has 163 units completed. The
resort features a swimming pool,  tennis courts,  a health club and a children's
playground. Construction of an additional 48 units began in the first quarter of
2000, with completion scheduled in the first quarter of 2001.

     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 was completed in the fourth quarter of 1999 and contains 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,  has 196 units.  Fairfield  Williamsburg at Kingsgate,  Fairfield's
second  Williamsburg  location,  has 278  completed  units  and 22  units  under
construction.  Fairfield began development at its third  Williamsburg  location,
Governor's  Green,  in the  first  quarter  of  2000,  with  the  first 12 units
scheduled to
<PAGE>

be completed in the fourth  quarter of 2000.  Anticipated  development  includes
construction of 350 units, swimming pools and a nine hole golf course.

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 has 125 units and 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  contains 362 units and offers one
27-hole and three 18-hole golf  courses.  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  has 207 units  and 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.

     FAIRFIELD MOUNTAINS

     Lake  Lure,  NC -  Fairfield  Mountains  has 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,   located  45  miles  from
Charleston, South Carolina, has 190 units completed, 8 units under construction,
with an additional 30 units planned.  Recreational activities at Fairfield Ocean
Ridge include golf, tennis courts and outdoor swimming pools.
<PAGE>

     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 and indoor and outdoor pools. The site currently has 228 units completed,
24 units under construction, with an additional 54 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 has 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 currently has 194 units completed
with four units under  construction  and another four units planned.  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 1999, the Company began sales  operations on a start-up basis at its
six  newest  destination  resorts.  These  resorts  are  in  various  stages  of
development  and  the  exact  number  of  vacation  ownership  units  ultimately
constructed  may  differ  from the  following  estimates  based on  future  land
planning,  zoning and site layout  considerations.

       .  Sedona, Arizona - This development includes 20 acres and is planned to
          include 64 units.  Construction of the first 16 units was completed in
          the first quarter of 2000.

       .  Durango,  Colorado - This development includes 20 acres and is planned
          to  include  104  units.   Construction  of  the  first  16  units  is
          anticipated  to begin in the third  quarter of 2000,  with  completion
          scheduled in the second quarter of 2001.

       .  Daytona  Beach,   Florida  -  Development   plans  for  this  19-story
          oceanfront  resort  includes  124 units.  Construction  of this resort
          began in 1999, with completion scheduled in the first quarter of 2001.

       .  Las Vegas, Nevada - This development  includes 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 184 units  available at the conclusion of
          the first phase and 416 units available upon completion.  Construction
          of the first phase began in the first quarter of 2000, with completion
          of the first phase scheduled in the second quarter of 2001.

       .  Gatlinburg,  Tennessee - This  development  includes 15 acres near the
          Great  Smokey  Mountains  National  Park and is planned to include 208
          units.  Construction  of the  first  40  units  began  in  1999,  with
          completion scheduled in the second quarter of 2000. Additionally,  the
          Company  has an option to build  additional  48 units on five acres of
          adjoining land.

       .  Destin,  Florida - During 1999, the Company  acquired 726 intervals of
          existing inventory at two operating vacation ownership  properties and
          also purchased  land for the  development of an additional 30 units at
          one  of the  properties.  Additionally,  the  Company  entered  into a
          contract  to  purchase  68  oceanfront  units  at a new  resort,  with
          completion scheduled in the third quarter of 2000.
<PAGE>

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

     The Company  maintains three corporate office  locations.  The headquarters
and principal executive office is located in Orlando, Florida, and the Company's
operations  centers are located in Little  Rock,  Arkansas  and Ft.  Lauderdale,
Florida. The Company's credit and collection functions are located in 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 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 and 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's 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.
<PAGE>

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

     The information  required by Item 3 is incorporated  herein by reference to
Note 15 - Contingencies of "Notes to Consolidated Financial Statements" included
in the  Registrant's  Annual Report to Stockholders  for the year ended December
31, 1999.

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 1999.

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:

          James G. Berk,  age 40, was employed with Fairfield on October 1, 1999
     as President and Chief Executive Officer.  From 1996 to September 1999, Mr.
     Berk  was  President  and  Chief  Executive   Officer  of  Hard  Rock  Cafe
     International,  Inc.  and a member of the  Executive  Committee of the Rank
     Group Plc., of which Hard Rock was a wholly owned subsidiary.  From 1992 to
     1996, Mr. Berk was Executive Director for the National Academy of Recording
     Arts & Sciences Foundation.

          Franz Hanning,  age 46, has been with Fairfield since 1982, serving as
     Executive Vice President and Chief Operating Officer since May 1999; Senior
     Vice President and Chief Operating  Officer,  Vacation  Ownership  Business
     from 1998 to May 1999; Senior Vice  President/Corporate  Sales from 1997 to
     1998; Regional Vice President from 1991 to 1997 and Vice  President/Sales -
     Fairfield  Williamsburg  from 1990 to 1991.

          Robert W. Howeth,  age 52, has been with Fairfield since 1975, serving
     as Executive  Vice  President and Chief  Financial  Officer since May 1999;
     Senior Vice  President and Chief  Financial  Officer from 1996 to May 1999;
     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.

          Robert Albertson,  age 59, has been with Fairfield since 1996, serving
     as Senior Vice President,  Corporate Marketing since 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 49, has been with Fairfield since 1987, serving
     as Executive Vice President and General Counsel since May 1999; Senior Vice
     President  and  General  Counsel  from  1989 to May  1999 and  Senior  Vice
     President/Law and Development prior thereto.

          Mark Nuzzo,  age 48, has been with  Fairfield  since 1983,  serving as
     Senior Vice President, Property Management since 1995 and as Vice President
     of Resort Operations from 1991 to 1995.

          William G. Sell, age 46, has been with Fairfield  since 1981,  serving
     as Vice President, Controller and Chief Accounting Officer since 1988.

<PAGE>

                                     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, 1999.

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, 1999.

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, 1999.

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, 1999.

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 2000  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 2000 Annual Meeting of Stockholders.

<PAGE>

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

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 2000 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 2000 Annual Meeting of Stockholders.

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

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 2000 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, 1999 and 1998

                    Consolidated  Statements of Earnings - Years Ended  December
                    31, 1999, 1998 and 1997

                    Consolidated  Statements  of  Stockholders'  Equity  - Years
                    Ended December 31, 1999, 1998 and 1997

                    Consolidated Statements of Cash Flows - Years Ended December
                    31, 1999, 1998 and 1997

                    Notes to  Consolidated  Financial  Statements - December 31,
                    1999

            (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 28, 2000              By    /s/ James G. Berk
                                     ----------------------------
                                     James G. Berk, 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 28, 2000              By   /s/ Ernest D. Bennett, III*
                                     ----------------------------------------
                                        Ernest D. Bennett, III, Director

Date:  March 28, 2000              By  /s/ Philip L. Herrington*
                                     ----------------------------------------
                                        Philip L. Herrington, Director

Date:  March 28, 2000              By  /s/ Gerald Johnston*
                                     ----------------------------------------
                                        Gerald Johnston, Director


Date:  March 28, 2000              By  /s/ Bryan D. Langton*
                                     ----------------------------------------
                                        Bryan D. Langton, Director


Date:  March 28, 2000              By  /s/ Charles D. Morgan*
                                     ----------------------------------------
                                        Charles D. Morgan, Director


Date:  March 28, 2000              By  /s/ William C. Scott*
                                     ----------------------------------------
                                        William C. Scott, Director

Date:  March 28, 2000              By  /s/ James G. Berk
                                     ----------------------------------------
                                       James G. Berk, Director, President
                                         and Chief Executive Officer

Date:  March 28, 2000              By  /s/ Robert W. Howeth
                                     ----------------------------------------
                                     Robert W. Howeth, Executive Vice President
                                           and Chief Financial  Officer

Date:  March 28, 2000              By  /s/ William G. Sell
                                     ----------------------------------------
                                     William G. Sell, Vice President/Controller
                                           (Chief Accounting Officer)

Date:  March 28, 2000             *By  /s/ James G. Berk
                                     -----------------------------------------
                                         James G. Berk, 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           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)

10.2           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
------
10.3           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)

10.4           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)

10.5           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)

10.6           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)

10.7           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)

10.8           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)

10.9           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)

10.10          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)

<PAGE>


Exhibit
Number
------

10.11          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)

10.12          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)

10.13          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)

10.14          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)

10.15          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)

10.16          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)

10.17          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)

10.18          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)

10.19          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)

<PAGE>


Exhibit
Number
------

10.20          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)

10.21          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)

10.22          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)

10.23          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)

10.24          Third  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement  between  Fairfield  Communities,  Inc. and BankBoston,
               N.A. dated June 30, 1999 (previously  filed with the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended June 30, 1999
               and incorporated herein by reference)

10.25          Fourth  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement,  dated August 10, 1999 between Fairfield  Communities,
               Inc. and BankBoston, N.A. (previously filed with the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999 and incorporated herein by reference)

10.26          Fifth  Amendment  to  Amended  and  Restated   Revolving   Credit
               Agreement,  dated October 4, 1999 between Fairfield  Communities,
               Inc. and BankBoston, N.A. (previously filed with the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999 and incorporated herein by reference)

10.27          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)

10.28          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)

<PAGE>

Exhibit
Number
-----

10.29          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)

10.30          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  (previously
               filed with the  Registrant's  Annual  Report on Form 10-K for the
               year  ended  December  31,  1998  and   incorporated   herein  by
               reference).

10.31          Fourth  Amendment  to  Amended  and  Restated   Revolving  Credit
               Agreement,  dated  October 4, 1999 between  Fairfield  Acceptance
               Corporation-Nevada  and BankBoston,  N.A.  (previously filed with
               the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended September 30, 1999 and incorporated herein by reference).

10.32          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)

10.33          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)

10.34          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)

10.35          Amendment No. 1 to Credit  Agreement among Fairfield  Receivables
               Corporation,    EagleFunding   Capital   Corporation,   Fairfield
               Acceptance  Corporation - Nevada,  Fairfield  Communities,  Inc.,
               BankBoston Securities,  Inc. and BankBoston,  N.A. dated February
               2, 1999 (previously filed with the Registrant's  Quarterly Report
               on  Form  10-Q  for  the   quarter   ended  March  31,  1999  and
               incorporated herein by reference).

10.36          Amendment No. 2 to Credit  Agreement among Fairfield  Receivables
               Corporation,    EagleFunding   Capital   Corporation,   Fairfield
               Acceptance  Corporation - Nevada,  Fairfield  Communities,  Inc.,
               BancBoston  Robertson Stephens Inc., CIBC World Markets Corp. and
               BankBoston,  N.A. dated June 9, 1999  (previously  filed with the
               Registrant's  Quarterly Report on form 10-Q for the quarter ended
               June 30, 1999 and incorporated herein by reference).
<PAGE>

Exhibit
Number
------

10.37          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)

10.38          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)

10.39          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)

10.40          Instrument of Accession among Fairfield Acceptance Corporation -
               Nevada, BankBoston, N.A., a national banking association and the
               other lending institutions that are or may become a party to the
               Credit Agreement, and BankBoston, N.A. as agent, dated April 30,
               1999 (previously filed with the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1999 and  incorporated
               herein by reference).


                            COMPENSATORY PLANS OR ARRANGEMENTS

10.41          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)

10.42          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)

10.43          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)

10.44          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)



<PAGE>


Exhibit
Number
------

10.45          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)

10.46          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)

10.47          Amendment  Number  Five to  Registrant's  Savings/Profit  Sharing
               Plan,  effective  January  1,  1998  (previously  filed  with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1998 and incorporated herein by reference)

10.48          Amendment Number Six to Registrant's Savings/Profit Sharing Plan,
               effective January 1, 1998 (previously filed with the Registrant's
               Annual  Report on Form 10-K for the year ended  December 31, 1998
               and incorporated herein by reference)

10.49          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)

10.50          Amendment  Number Two to Employment  Agreement,  dated September
               24, 1999, by and between the  Registrant  and John W.  McConnell
               (previously filed with the Registrant's Quarterly Report on Form
               10-Q for the quarter ended  September 30, 1999 and  incorporated
               herein by reference).

10.51          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)

10.52          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)

10.53          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)

10.54          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)

10.55          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)
<PAGE>

Exhibit
Number
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10.56          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)

10.57          Registrant's  Excess  Benefit  Plan,  adopted  February  1,  1994
               (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)

10.58          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)

10.59          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)

10.60          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)

10.61          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)

10.62          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)

10.63          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)

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

10.65          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)

10.66          Employment  Agreement,  executed  on  August  31,  1999,  by and
               between the Registrant and James G. Berk (previously  filed with
               the  Registrant's  Quarterly Report on Form 10-Q for the quarter
               ended September 30, 1999 and incorporated herein by reference).

10.67          Restricted  Stock  Agreement  between the Registrant and James G.
               Berk, entered into on October 1, 1999 (attached)

10.68          Promissory Note and Security Agreement between the Registrant and
               Franz S. Hanning, entered into on November 12, 1999 (attached)

<PAGE>


Exhibit
Number
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13             Portions of Registrant's  Annual Report to Stockholders  for the
               year ended  December 31, 1999 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)

24             Powers of Attorney (attached)

27             Financial Data Schedule, December 31, 1999 (attached)