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, 2000

                                       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  16,  2001,  the  number of shares of the  registrant's
Common Stock  outstanding  was 43,187,766 and the aggregate  market value of the
registrant's Common Stock held by non-affiliates  totaled  approximately  $621.5
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,  2000 and the Proxy
Statement  to  be  issued  in  connection   with  its  2001  Annual  Meeting  of
Stockholders.

<PAGE>


                                    INDEX TO

                           ANNUAL REPORT ON FORM 10-K

                                                                            Page
                                                                            ----
                                     PART I
                                     ------

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

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

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

Item 4.   Submission of Matters to a Vote of Security Holders...........       8

                                     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.  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
consolidated financial statements include the accounts of Fairfield Communities,
Inc.  and  its  wholly  owned  subsidiaries  (collectively,   "the  Company"  or
"Fairfield").   The  Company  markets  vacation   products  and  manages  resort
properties  that  provide  quality  recreational  experiences  to its more  than
340,000  property  owners.  At December 31,  2000,  the  Company's  portfolio of
resorts  consisted of 35 resorts located in 12 states and the Bahamas.  Of those
resorts,  which  are  in  various  stages  of  development,  25 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 newest  destination  resorts:  Sedona,  Arizona;  Daytona
Beach, Florida;  Destin,  Florida; Las Vegas, Nevada and Gatlinburg,  Tennessee.
Additionally,  in December 2000, the Company  acquired the Dolphin's Cove Resort
located in Anaheim, California.

     The  Company's  business  includes  (i) sales  and  marketing  of  vacation
ownership  interests at its resort  locations and off-site sales  centers,  (ii)
acquiring,  developing and operating vacation ownership resorts, (iii) providing
consumer financing to individuals  purchasing vacation ownership interests,  and
(iv) providing property management services to property owners'  associations at
the Company's resorts and other resorts.

     The Company operates one reportable  business  segment,  which includes the
development,  marketing,  sales and financing of vacation ownership interests at
its  resorts.  Revenues  for this  segment are derived from the sale of vacation
ownership interests and from the interest income earned on contracts  receivable
generated  by providing  financing to  purchasers  of those  vacation  ownership
interests (see Note 11 of "Notes to Consolidated Financial Statements").

     The Company's vacation  ownership  interests are sold primarily through its
innovative points-based vacation system,  FairShare Plus. The vacation ownership
interests  offered  by the  Company  consist  of  either  undivided  fee  simple
interests or specified fixed week interval ownership in fully furnished vacation
units. The 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 provides the Company
with additional borrowing availability under its existing credit facilities.  At
December  31,  2000,  the Company  (including  its  qualifying  special  purpose
entities) had a contracts  receivable  portfolio  totaling $598.4 million,  with
outstanding  borrowings  of  $296.4  million  collateralized  by  the  contracts
receivable.  At December 31, 2000,  the  contracts  receivable  portfolio  had a
weighted  average  maturity  of  approximately  5.6 years,  a  weighted  average
interest  rate of 15.1% and a weighted  average  funding cost on the  associated
debt of 8.4%.  At December 31, 2000,  the net borrowing  availability  under the
Company's financing arrangements totaled $81.0 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.
<PAGE>

     The Company  maintains three corporate office  locations.  The headquarters
and  principal  executive  office is located  at 8669  Commodity  Circle,  #200,
Orlando,  Florida  32819,  and its  telephone  number  is  (407)  370-5200.  The
Company's corporate  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.  At December 31,
2000, the Company had approximately 6,200 full-time employees.

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

     On November 1, 2000, the Company  entered into a definitive  agreement with
Cendant  Corporation,   whereby  Cendant  will  acquire  all  of  the  Company's
outstanding  common  stock for a price of $15 per share.  The final  acquisition
price may increase to a maximum of $16 per share depending on a formula based on
the average  trading  price of Cendant  common  stock over a twenty  trading day
period prior to the date on which the Company's stockholders meet to approve the
transaction.  Under the terms of the agreement, if sufficient shareholders elect
to receive cash, Cendant must pay at least 50% of the consideration in cash; the
balance will either be in cash or Cendant common stock,  at Cendant's  election.
The  transaction  is  expected  to close in the  second  quarter  of 2001 and is
subject  to  shareholder  approval,  regulatory  approvals  and other  customary
conditions.

     On December  28,  2000,  the Company  acquired  the  Dolphin's  Cove Resort
located in Anaheim, California for $30.9 million in cash and assumption of debt.
As part of the transaction,  the Company acquired contracts  receivable totaling
$19.2  million (net of an  allowance  for loan losses of $1.4  million),  unsold
vacation  ownership  interests of $7.6 million,  and option rights to develop an
additional  oceanfront  vacation  ownership resort in Southern  California.  The
transaction  was accounted for as a purchase and the excess cost over fair value
of the net assets  acquired  will be amortized on a  straight-line  basis over a
ten-year period.

     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  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, 2000 regarding the Company's more significant resorts.
<PAGE>

     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 256 units  completed  and 24 units under
construction out of a planned 326 units. In November 2000,  Fairfield acquired a
parcel  of  land,  containing  approximately  25  acres,  where a third  Branson
development is planned. Anticipated development includes construction of a total
of 242 units, with construction estimated to begin in the third quarter of 2001.

     FAIRFIELD DAYTONA BEACH AT OCEAN WALK

     Daytona Beach, FL - 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.

     FAIRFIELD DESTIN AT MAJESTIC SUN

     Destin,  FL - In the third  quarter  of 2000,  the  Company  completed  the
construction   of  68   oceanfront   units.   The  Company  also  has  purchased
approximately  700  intervals at two  additional  operating  vacation  ownership
properties  and also has land  available  for an  additional  30 units at one of
these properties.

     FAIRFIELD DOLPHIN'S COVE RESORT

     Anaheim,  CA - In December  2000,  the  Company  acquired a 136 unit resort
adjacent to  Disney's  California  Adventure,  which  opened in  February  2001.
Additionally, the terms of the acquisition give the Company an option to develop
an additional oceanfront vacation ownership resort in Southern California.

     FAIRFIELD LAS VEGAS AT GRAND DESERT

     Las Vegas,  NV - 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 scheduled in the second quarter of 2001.

     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 225
units.

     FAIRFIELD NASHVILLE AT MUSIC CITY, USA

     Nashville, TN - Fairfield Nashville is located on 19 acres, adjacent to the
Opryland Hotel complex. Fairfield Nashville has 190 units completed and 16 units
under construction out of a planned 254 units.

     FAIRFIELD ORLANDO AT CYPRESS PALMS

     Kissimmee,  FL - Fairfield Orlando at Cypress Palms has 230 units completed
with 14 remaining units under  construction.  Amenities at the resort include an
activity/recreation building and two outdoor pools.

     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.


<PAGE>


     PORT LUCAYA RESORT & YACHT CLUB

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

     THE FAIRWAYS OF PALM AIRE

     Pompano Beach,  FL - The Fairways of Palm Aire has 208 units  completed and
90 units under construction out of a planned 398 units.  Amenities at the resort
include a health spa, swimming pools,  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 a beach club
restaurant,  four swimming pools, seven tennis courts, and a beachfront activity
center.

     FAIRFIELD SEDONA

     Sedona,  AZ - This development  includes 20 acres and is planned to include
64 units.  Construction  of the first 24 units was completed in 2000 and another
eight units are under  construction,  with  completion  scheduled  in the second
quarter of 2001.

     FAIRFIELD SMOKY MOUNTAINS

     Gatlinburg,  TN - This development includes 15 acres located near the Great
Smokey  Mountains  National Park and is planned to include a total of 208 units.
Construction  of the first 40 units was completed in 2000, with an additional 22
units  scheduled to be completed in the second  quarter of 2001. The Company has
an option to build an additional 48 units on five acres of adjoining land.

     FAIRFIELD WASHINGTON, D.C. AT OLD TOWN ALEXANDRIA

     Alexandria,  VA - Fairfield  Washington,  D. C. consists of 88 units and is
located in downtown  Alexandria,  adjacent  to the Kings  Street  Station  metro
terminal.

     FAIRFIELD WILLIAMSBURG

     Williamsburg,  VA - Fairfield  Williamsburg is located three miles from the
Colonial Williamsburg Historic Area. Fairfield  Williamsburg at Patriot's Place,
Fairfield's  original  Williamsburg   development,   has  196  units.  Fairfield
Williamsburg at Kingsgate,  Fairfield's second  Williamsburg  location,  has 300
completed units.  Fairfield began development in 2000 at its third  Williamsburg
location, Governor's Green, with the first 20 units scheduled to be completed in
the first  quarter  of 2001.  Anticipated  development  includes  a total of 350
units.
<PAGE>

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

     FAIRFIELD BAY

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

     FAIRFIELD FLAGSTAFF

     Flagstaff,  AZ - Fairfield  Flagstaff 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  consists  of 57 units and is  located in
Ventura Harbor between Santa Barbara and Los Angeles.  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,  miniature golf,  playground and a 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 202 units completed, 4 units under construction,
with an additional 22 units planned.  Recreational activities at Fairfield Ocean
Ridge include golf, tennis courts and outdoor swimming pools.

     FAIRFIELD PAGOSA

     Pagosa  Springs,  CO -  Fairfield  Pagosa,  located 60 miles from  Durango,
Colorado,  has 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 252 units completed,  16 units under construction,
with an additional 38 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.
<PAGE>

     FAIRFIELD SAPPHIRE VALLEY

     Sapphire,  NC -  Fairfield  Sapphire  Valley has 198 units  completed  with
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.

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.

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

     Incorporated by reference to this  description of legal  proceedings is the
"Contingencies"  footnote  in the  financial  statements  set  forth  in Part I,
"Financial Information".

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 2000.


<PAGE>


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 41, has been with Fairfield since 1999,  serving 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 S. Hanning,  age 47, has been with Fairfield since 1982, serving
     as Executive Vice President and Chief Operating  Officer since 1999; Senior
     Vice President and Chief Operating  Officer,  Vacation  Ownership  Business
     from 1998 to 1999; Senior Vice President/Corporate  Sales from 1997 to 1998
     and Regional Vice President/Sales from 1991 to 1997.

          Robert W. Howeth,  age 53, has been with Fairfield since 1975, serving
     as Executive Vice President and Chief Financial  Officer since 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.

          Marcel J. Dumeny,  age 50, has been with Fairfield since 1987, serving
     as Executive Vice President and General  Counsel since 1999 and Senior Vice
     President and General Counsel from 1989 to 1999.

          Matthew J. Durfee,  age 41,  joined  Fairfield in March 2000 as Senior
     Vice President,  Human Resources.  From 1993 to March 2000, Mr. Durfee held
     various   executive   human   resource   positions   with  Hard  Rock  Cafe
     International, Inc., First USA, Inc. and PepsiCo, Inc.

          Robert Albertson,  age 60, has been with Fairfield since 1996, serving
     as Senior Vice  President,  Sales since  September  19,  2000;  Senior Vice
     President,  Sales and Marketing from January to September 2000; Senior Vice
     President,  Corporate Marketing from 1997 to January 2000 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.

          Mark Nuzzo,  age 50, 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.

          Robert S. Glinka,  age 44, has been with Fairfield since 1998, serving
     as Senior Vice President,  Business Development since May 18, 2000 and Vice
     President,  Planning from 1998 to May 2000.  From 1978 to 1998,  Mr. Glinka
     served in a variety of financial and real estate development positions with
     the Walt Disney Company.

          William G. Sell, age 47, has been with Fairfield  since 1981,  serving
     as Senior Vice President, Controller and Chief Accounting Officer since May
     18, 2000 and as Vice  President,  Controller and Chief  Accounting  Officer
     from 1988 to May 2000.

          Bryant Raper,  age 47, has been with Fairfield since 1994,  serving as
     Senior Vice  President,  Marketing  Operations  since October 2, 2000; Vice
     President,  Marketing  Operations  from  1997  to  October  2000  and  Vice
     President/Sales - Fairfield Charlotte from 1994 to 1997.

          William B. Smith, age 47, has been with Fairfield since 1994,  serving
     as Senior Vice President,  Marketing since July 10, 2000 and Vice President
     of Marketing for Vacation Break U.S.A.,  Inc. from 1994 to July 2000. Prior
     to 1994,  Mr.  Smith held a variety of  positions in the travel and tourism
     industry,  including  marketing and management roles at Resort Condominiums
     International and the Walt Disney Company.


<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, 2000.

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, 2000.

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, 2000.

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, 2000.

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 2001  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 2001 Annual Meeting of Stockholders.


<PAGE>


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

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 2001 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 2001 Annual Meeting of Stockholders.

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

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 2001 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, 2000 and 1999

                    Consolidated  Statements of Earnings - Years Ended  December
                    31, 2000, 1999 and 1998

                    Consolidated  Statements  of  Stockholders'  Equity  - Years
                    Ended December 31, 2000, 1999 and 1998

                    Consolidated Statements of Cash Flows - Years Ended December
                    31, 2000, 1999 and 1998

                    Notes to  Consolidated  Financial  Statements - December 31,
                    2000

         (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
               -----------------------------------------------

                    On November 15, 2000, the Company filed a report on Form 8-K
               announcing  that an Agreement and Plan of Merger,  dated November
               1, 2000, had been entered into with Cendant Corporation.

       (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 9, 2001                 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 9, 2001                        By  /s/ Ernest D. Bennett, III*
                                              ----------------------------------
                                               Ernest D. Bennett, III, Director

Date:  March 9, 2001                        By  /s/ Philip A. Clement*
                                              ----------------------------------
                                                Philip A. Clement, Director

Date:  March 9, 2001                        By  /s/ John D. Hayes*
                                              ----------------------------------
                                                 John D. Hayes, Director

Date:  March 9, 2001                        By  /s/ Philip L. Herrington*
                                              ----------------------------------
                                                Philip L. Herrington, Director

Date:  March 9, 2001                        By  /s/ Gerald Johnston*
                                              ----------------------------------
                                                Gerald Johnston, Director

Date:  March 9, 2001                        By  /s/ Ilan Kaufthal*
                                              ----------------------------------
                                                  Ilan Kaufthal, Director

Date:  March 9, 2001                        By  /s/ Bryan D. Langton*
                                              ----------------------------------
                                                 Bryan D. Langton, Director

Date:  March 9, 2001                        By  /s/ William C. Scott*
                                              ----------------------------------
                                                 William C. Scott, Director

Date:  March 9, 2001                        By  /s/ James G. Berk
                                              ----------------------------------
                                              James G. Berk, Director, President
                                                 and Chief Executive Officer

Date:  March 9, 2001                        By  /s/ Robert W. Howeth
                                              ----------------------------------
                                              Robert W. Howeth, Executive Vice
                                               President and Chief Financial
                                                 Officer

Date:  March 9, 2001                        By  /s/ William G. Sell
                                              ----------------------------------
                                                 William G. Sell, Senior Vice
                                                  President and Controller
                                                 (Chief Accounting Officer)

Date:  March 9, 2001                       *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)

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)



<PAGE>


Exhibit
Number
------

10.4      Amendment  No.  2,  dated  as of  November  1,  2000,  to  the  Rights
          Agreement,  dated  as  of  September  1,  1992,  as  amended,  between
          Fairfield  Communities,  Inc. and The First  National  Bank of Boston,
          a/k/a Bank Boston,  N.A. and by  succession  Fleet  National  Bank (as
          successor  to  Society  National  Bank)  (previously  filed  with  the
          Registrant's  Current  Report on Form 8-K dated  November 15, 2000 and
          incorporated herein by reference)

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

10.6      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)

10.7      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)

10.8      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)

10.9      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)

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

10.11     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)

10.12     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)

10.13     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)


<PAGE>


Exhibit
Number
------

10.14     First Amendment to 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 October 31, 1998  (previously  filed with the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 and
          incorporated herein by reference)

10.15     Second Amendment to Pledge and Servicing  Agreement  between Fairfield
          Funding  Corporation II,  Fairfield  Acceptance  Corporation - Nevada,
          Fairfield  Communities,  Inc.,  First  Security  Bank,  N.A. and Fleet
          National  Bank,  formerly  BankBoston,  N.A.,  dated  March  15,  2000
          (previously filed with the Registrant's  Quarterly Report on Form 10-Q
          for the  quarter  ended  March  31,  2000 and  incorporated  herein by
          reference)

10.16     Amended and Restated Credit  Agreement,  dated July 25, 2000,  between
          Fairfield     Receivables     Corporation,     Fairfield    Acceptance
          Corporation-Nevada,  Fairfield Communities, Inc., EagleFunding Capital
          Corporation,  Falcon Asset  Securitization  Corporation  and the other
          commercial  paper  conduits from time to time party hereto,  Bank One,
          N.A.,  FleetBoston  Robertson Stephens Inc., CIBC World Markets Corp.,
          Banc One Capital  Markets,  Inc. and Fleet  National Bank  (previously
          filed  with the  Registrant's  Quarterly  Report  on Form 10-Q for the
          quarter ended September 30, 2000 and incorporated herein by reference)

10.17     Consolidated,  Amended and Restated Revolving Credit Agreement,  dated
          July  25,  2000,  between  Fairfield   Communities,   Inc.,  Fairfield
          Acceptance Corporation-Nevada, Fleet National Bank, Bank One, N.A. and
          certain other lending institutions and FleetBoston  Robertson Stephens
          Inc. (previously filed with the Registrant's  Quarterly Report on Form
          10-Q for the quarter ended September 30, 2000 and incorporated  herein
          by reference)

10.18     Amended and Restated  Receivables  Purchase Agreement,  dated July 25,
          2000,  between  Fairfield  Acceptance  Corporation-Nevada,   Fairfield
          Communities, Inc., Fairfield Myrtle Beach, Inc., Sea Gardens Beach and
          Tennis Resort,  Inc.,  Vacation Break  Resorts,  Inc.,  Vacation Break
          Resorts  at Star  Island,  Inc.,  Palm  Vacation  Group,  Ocean  Ranch
          Vacation Group and Fairfield Receivables Corporation (previously filed
          with the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
          ended September 30, 2000 and incorporated herein by reference)

10.19     Seventh  Amended and Restated  Title  Clearing  Agreement  (Colorado),
          dated July 25, 2000, between Fairfield  Communities,  Inc.,  Fairfield
          Acceptance   Corporation-Nevada,    Fairfield   Capital   Corporation,
          Fairfield Funding Corporation,  II, Fairfield Receivables Corporation,
          Colorado Land Title Company,  Fleet National Bank and Capital  Markets
          Assurance   Corporation   (previously   filed  with  the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

10.20     Ninth Amended and Restated Title Clearing Agreement  (Lawyers),  dated
          July  25,  2000,  between  Fairfield   Communities,   Inc.,  Fairfield
          Acceptance   Corporation-Nevada,    Fairfield   Capital   Corporation,
          Fairfield Funding Corporation,  II, Fairfield Receivables Corporation,
          Lawyers Title Insurance  Corporation,  Fleet National Bank and Capital
          Markets Assurance Corporation  (previously filed with the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

<PAGE>


Exhibit
Number
------

10.21     Fourth  Amended  and  Restated  Seawatch   Plantation  Title  Clearing
          Agreement,  dated July 25, 2000, between Fairfield Communities,  Inc.,
          Fairfield Myrtle Beach, Inc., Fairfield Acceptance Corporation-Nevada,
          Fairfield  Capital  Corporation,  Fairfield Funding  Corporation,  II,
          Fairfield  Receivables  Corporation,  Fleet  National Bank and Capital
          Markets Assurance Corporation  (previously filed with the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

10.22     Westwinds Fifth Amended and Restated Title Clearing  Agreement,  dated
          July 25, 2000, between Fairfield  Communities,  Inc., Fairfield Myrtle
          Beach,  Inc.,  Fairfield  Acceptance   Corporation-Nevada,   Fairfield
          Capital  Corporation,  Fairfield  Funding  Corporation,  II, Fairfield
          Receivables  Corporation,  Lawyers Title Insurance Corporation,  Fleet
          National Bank,  Resort  Funding,  Inc. and Capital  Markets  Assurance
          Corporation  (previously filed with the Registrant's  Quarterly Report
          on Form 10-Q for the quarter ended September 30, 2000 and incorporated
          herein by reference)

10.23     Sixth Amended and Restated  Supplementary  Trust Agreement  (Arizona),
          dated July 25, 2000, between Fairfield  Communities,  Inc.,  Fairfield
          Acceptance   Corporation-Nevada,    Fairfield   Capital   Corporation,
          Fairfield Funding Corporation,  II, Fairfield Receivables Corporation,
          First  American  Title  Insurance  Company,  Fleet  National  Bank and
          Capital  Markets  Assurance  Corporation  (previously  filed  with the
          Registrant's  Quarterly  Report  on Form  10-Q for the  quarter  ended
          September 30, 2000 and incorporated herein by reference)

10.24     Fourth Amended and Restated Nashville Title Clearing Agreement,  dated
          July  25,  2000,  between  Fairfield   Communities,   Inc.,  Fairfield
          Acceptance   Corporation-Nevada,    Fairfield   Capital   Corporation,
          Fairfield Funding Corporation,  II, Fairfield Receivables Corporation,
          Lawyers Title Insurance  Corporation,  Fleet National Bank and Capital
          Markets Assurance Corporation  (previously filed with the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

10.25     Sixth Amended and Restated Operating  Agreement,  dated July 25, 2000,
          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  September 30, 2000 and  incorporated  herein by
          reference)

10.26     Term Loan  Agreement,  dated  September  29, 2000,  between  Fairfield
          Communities,  Inc.,  Fleet  National  Bank and certain  other  lending
          institutions and FleetBoston Robertson Stephens Inc. (previously filed
          with the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
          ended September 30, 2000 and incorporated herein by reference)

10.27     Agreement  and Plan of Merger,  dated as of November  1, 2000,  by and
          among Cendant Corporation, Grand Slam Acquisition Corp. and Registrant
          (previously filed as Exhibit 2.1 to the Registrant's Current Report on
          Form  8-K,  dated  November  1,  2000,  and  incorporated   herein  by
          reference)

10.28     First Amendment to Agreement and Plan of Merger,  dated as of February
          12, 2001, by and among  Cendant  Corporation,  Grand Slam  Acquisition
          Corp.  and  Registrant   (previously  filed  as  Exhibit  2.1  to  the
          Registrant's  Current Report on Form 8-K, dated February 12, 2001, and
          incorporated herein by reference)


<PAGE>


Exhibit
Number
------

10.29     Stock  Option  Agreement,  dated  as  of  November  1,  2000,  between
          Registrant and Cendant Corporation (previously filed as Exhibit 2.2 to
          the  Registrant's  Current Report on Form 8-K, dated November 1, 2000,
          and incorporated herein by reference)


                       COMPENSATORY PLANS OR ARRANGEMENTS

10.30     Registrant's  Savings/Profit  Sharing Plan, restated effective January
          1, 1998 (attached)

10.31     Amendment  Number One to  Registrant's  Savings/Profit  Sharing  Plan,
          effective January 1, 2000 (attached)

10.32     Amendment  Number Two to  Registrant's  Savings/Profit  Sharing  Plan,
          effective January 1, 2001 (attached)

10.33     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)

10.34     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)

10.35     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).

10.36     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)

10.37     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)

10.38     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)

10.39     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)

10.40     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)

10.41     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)

10.42     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)

<PAGE>

Exhibit
Number
------

10.43     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)

10.44     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)

10.45     Registrant's  Second Amended and Restated Employee Stock Purchase Plan
          (previously  filed as Exhibit  99.1 to the  Registrant's  Registration
          Statement on Form S-8, dated March 31, 2000,  SEC File No.  333-33754,
          and incorporated herein by reference)

10.46     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)

10.47     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)

10.48     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)

10.49     Restricted  Stock Agreement  between the Registrant and James G. Berk,
          entered   into  on  October  1,  1999   (previously   filed  with  the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1999 and incorporated herein by reference)

10.50     Option Agreement between the Registrant and James G. Berk entered into
          on October 1, 1999 (previously  filed with the Registrant's  Quarterly
          Report  on  Form  10-Q  for the  quarter  ended  March  31,  2000  and
          incorporated herein by reference)

10.51     Option Agreement between the Registrant and James G. Berk entered into
          on January 3, 2000 (previously  filed with the Registrant's  Quarterly
          Report  on  Form  10-Q  for the  quarter  ended  March  31,  2000  and
          incorporated herein by reference)

10.52     Promissory  Note and Security  Agreement  between the  Registrant  and
          Franz S. Hanning,  entered into on November 12, 1999 (previously filed
          with the  Registrant's  Annual  Report on Form 10-K for the year ended
          December 31, 1999 and incorporated herein by reference)

10.53     Option Agreement  between the Registrant and Matthew J. Durfee entered
          into on  March  27,  2000  (previously  filed  with  the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 and
          incorporated herein by reference)

10.54     Registrant's  Fourth  Amended and  Restated  1997 Stock  Option  Plan,
          adopted May 18, 2000 (previously filed with the Registrant's Quarterly
          Report  on  Form  10-Q  for  the  quarter  ended  June  30,  2000  and
          incorporated herein by reference)

10.55     Amendment  Number  One to  Employment  Agreement  by and  between  the
          Registrant and James G. Berk, dated April 12, 2000  (previously  filed
          with the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 2000 and incorporated herein by reference)


<PAGE>

Exhibit
Number
------

10.56     Amendment to Employment  Agreement by and between the  Registrant  and
          James  G.  Berk,  dated  June  27,  2000  (previously  filed  with the
          Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
          30, 2000 and incorporated herein by reference)

10.57     Promissory  Note and Security  Agreement  between the  Registrant  and
          Robert W. Howeth, entered into on September 20, 2000 (previously filed
          with the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
          ended September 30, 2000 and incorporated herein by reference)

10.58     Registrant's   2000  Incentive  Stock  Plan,   adopted  May  18,  2000
          (previously  filed as  Exhibit  4.4 to the  Registrant's  Registration
          Statement on Form S-8, dated May 18, 2000, SEC File No. 333-37270, and
          incorporated herein by reference)

10.59     Form of Option  Agreement  between the Registrant and certain officers
          of the Registrant  under the  Registrant's  2000 Incentive  Stock Plan
          (previously filed with the Registrant's  Quarterly Report on Form 10-Q
          for the quarter ended  September 30, 2000 and  incorporated  herein by
          reference)

10.60     Form of Option  Agreement  between the Registrant and certain officers
          of the  Registrant  under the  Registrant's  1997  Stock  Option  Plan
          (previously filed with the Registrant's  Quarterly Report on Form 10-Q
          for the quarter ended  September 30, 2000 and  incorporated  herein by
          reference)

10.61     Form of Warrant  Agreement between the Registrant and certain officers
          and employees of the Registrant  under the  Registrant's  1992 Warrant
          Plan (previously filed with the Registrant's  Quarterly Report on Form
          10-Q for the quarter ended September 30, 2000 and incorporated  herein
          by reference)

10.62     Form of Restricted Stock Agreement  between the Registrant and certain
          officers of the Registrant under the Registrant's 2000 Incentive Stock
          Plan (previously filed with the Registrant's  Quarterly Report on Form
          10-Q for the quarter ended September 30, 2000 and incorporated  herein
          by reference)

10.63     Form of Restricted Stock Agreement  between the Registrant and certain
          directors of the  Registrant  under the  Registrant's  2000  Incentive
          Stock Plan (previously filed with the Registrant's Quarterly Report on
          Form 10-Q for the quarter ended  September  30, 2000 and  incorporated
          herein by reference)

10.64     Form of Warrant Agreement between the Registrant and certain directors
          of the Registrant under the Registrant's 1992 Warrant Plan (previously
          filed  with the  Registrant's  Quarterly  Report  on Form 10-Q for the
          quarter ended September 30, 2000 and incorporated herein by reference)

10.65     Form of Restricted Stock Agreement,  dated June 19, 2000,  between the
          Registrant   and  Bryan  D.   Langton   (previously   filed  with  the
          Registrant's  Quarterly  Report  on Form  10-Q for the  quarter  ended
          September 30, 2000 and incorporated herein by reference)

10.66     Amendment to Employment  Agreement between the Registrant and Franz S.
          Hanning,  dated June 22, 2000 (previously  filed with the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

10.67     Amendment to Employment Agreement between the Registrant and Marcel J.
          Dumeny,  dated June 22, 2000  (previously  filed with the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

10.68     Employment Agreement,  dated June 22, 2000, between the Registrant and
          Robert W. Howeth  (previously  filed with the  Registrant's  Quarterly
          Report on Form  10-Q for the  quarter  ended  September  30,  2000 and
          incorporated herein by reference)
<PAGE>
Exhibit
Number
------

10.69     Employment Agreement, dated March 27, 2000, between the Registrant and
          Matthew J. Durfee  (previously  filed with the Registrant's  Quarterly
          Report on Form  10-Q for the  quarter  ended  September  30,  2000 and
          incorporated herein by reference)

10.70     Form of  Employment  Agreement  between  the  Registrant  and  certain
          officers of the  Registrant  (previously  filed with the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
          and incorporated herein by reference)

10.71     Form of Option Agreement,  dated May 18, 2000,  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,  2000 and
          incorporated herein by reference)

10.72     Form  of  Repayment  Agreement  between  the  Registrant  and  certain
          officers of the Registrant (attached)

13        Portions of Registrant's  Annual Report to  Stockholders  for the year
          ended  December 31, 2000 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)