SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       FORM 10K/A (No. 3)

       AMENDMENT  NO.  3 TO  ANNUAL  REPORT FILED PURSUANT TO
     SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For  the  fiscal  year  ended December 31, 1996

                 Commission File Number: 1-8096
                   FAIRFIELD COMMUNITIES, INC.
     (Exact name of registrant as specified in its Charter)

       Delaware                          71-0390438
(State of incorporation)     (I.R.S. Employer Identification No.)
   11001 Executive Center Drive, Little Rock, Arkansas 72211
   (Formerly 2800 Cantrell Road, Little Rock, Arkansas 72202)
  (Address of principal executive offices, including Zip Code)

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

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

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

Indicate  by check mark whether the registrant  (1)  has
filed all reports required to be filed by Section 13  or
15(d) of the Securities Exchange Act of 1934 during  the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports),  and  (2)
has  been  subject to such filing requirements  for  the
past 90 days.  Yes X  No
                  ---   ---
Indicate  by  check  mark  if disclosure  of  delinquent
filers  pursuant to Item 405 of Regulation  S-K  is  not
contained herein, and will not be contained, to the best
of  the  registrant's knowledge, in definitive proxy  or
information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

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

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

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


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



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

Items 1 and 2 are hereby amended in their entirety as follows.

GENERAL
      
       Fairfield  Communities,  Inc.  ("Fairfield"   and
together  with its subsidiaries, the "Company")  is  the
largest vacation ownership company in the United  States
in   terms   of  property  owners  and  vacation   units
constructed.  The Company's 15 resorts are located in 11
states;  five  resorts  are in  destination  areas  with
popular vacation attractions ("Destination Resorts") and
10  regional resorts are in scenic locations  ("Regional
Resorts").

      The Company's primary business is selling vacation
ownership   interests  ("VOIs"),   commonly   known   as
timeshares,  primarily  through its  innovative  points-
based vacation system, Fairshare Plus.  The Company also
offers  financing for VOI purchasers through its  wholly
owned   subsidiary,  Fairfield  Acceptance   Corporation
("FAC"),  which results in the creation of high quality,
medium-term contracts receivable with attractive yields.
FAC  holds these contracts in its portfolio and, in  the
recent  past,  has  begun  to securitize  its  contracts
receivable  in an effort to lower the costs of  borrowed
funds  and  maintain  borrowing availability  under  its
credit facilities.

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

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

FAIRFIELD'S PROPERTY PORTFOLIO

     Fairfield's objective is to be the leading provider
of  innovative, high-quality vacation experiences in the
timeshare   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,  yielding   lower
developmental   risks   and  expenses   for   Fairfield.
Furthermore, large populations of prospective  customers
continually  pass through these areas, marking  them  as
prime  areas  for  Fairfield to  operate  on-site  sales
offices  which showcase the Company's property portfolio
and contribute significantly to increased sales.

     Fairfield   has   opened  five   resorts   in   the
destination  cities of Branson, Missouri; Myrtle  Beach,
South  Carolina; Nashville, Tennessee; Orlando, Florida;
and   Williamsburg,  Virginia.  Eleven  of   Fairfield's
properties,  including  all  five  destination  location
resorts,  have  been  awarded  the  Gold  Crown   Resort
designation,  the  highest  level  of  distinction  from
Resort  Condominiums International  (RCI),  the  leading
industry  exchange company. Furthermore,  at  year  end,
Fairfield  owned undeveloped property at its destination
resorts  on  which the present master  plans  for  those
resorts provide for approximately 778 additional  units,
which   if   sold  at  current  prices  would  represent
approximately $523 million in future sales.

NEWER DEVELOPMENTS

     FAIRFIELD MYRTLE BEACH
     Fairfield's  second Myrtle Beach  resort,  SeaWatch
Plantation,  is a 10-acre oceanfront property  with  640
units  consisting of a mixture of condominiums and hotel
units. The initial phase includes 97 units as well as  a
pool,  lagoon and beachwalk. The first building of  the
resort was completed in August 1996 and the entire first
phase should be completed in 1999. The Myrtle Beach area
was  rated the second most popular drive destination  in
the  United  States  by  the Automobile  Association  of
America Travel Service and averages more than 14 million
visitors  per  year.  Fairfield  Westwinds,  Fairfield's
original  Myrtle Beach area development,  was  built  in
1989.

     FAIRFIELD NASHVILLE
     Fairfield Nashville is located on 19 acres  in  the
music  center  of  Nashville,  Tennessee,  adjacent   to
Opryland.   When  completed,  the  resort   will   offer
approximately   254  units.  At  year   end,   Fairfield
Nashville  had  15 units completed and  31  units  under
construction.  Amenities at Fairfield Nashville  include
indoor  and  outdoor  swimming  pools,  a  health  club,
clubhouse,  fully equipped picnic areas and playgrounds.
As  an  estimated  10  million  people  visit  Nashville
annually, the location of this resort is consistent with
Fairfield's  strategy to expand its  vacation  ownership
network in popular destination locations.

     FAIRFIELD ORLANDO AT CYPRESS PALMS
     Fairfield  Orlando at Cypress Palms is  located  in
close proximity to this city's world-famous  attractions
such  as  Walt Disney World (TRADEMARK)  Resort,  Epcot
Center, MGM Studios,   Universal  Studios  and Sea World.   
When completed, the resort will include 244 units and a  
pool and whirlpool spa. Currently, Cypress Palms has 58 
units completed  and 12 units under construction. Orlando  
and the surrounding areas also offer other major amusement
parks,   exhibits   and  attractions  drawing   visitors
throughout the year, many of whom are repeat visitors.

OTHER RESORTS

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

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

     Fairfield Williamsburg is located just 10 miles from
Jamestown,  the  first  English speaking  settlement  in
North  America,  and 15 miles from Yorktown,  where  the
last  battle  of  the  American Revolution  was  fought.
Three  miles from the resort is Busch Gardens  amusement
park.

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

     Located in Flagstaff, Arizona,  Fairfield  Flagstaff
provides   125   units  in  four   seasons   of   resort
vacationing.   Fairfield Flagstaff is  approximately  75
miles  from  the Grand Canyon and 25 miles from  Sedona.
Nearby Arizona Snowbowl offers a sky-ride in the summer,
as  well  as  downhill and cross-country skiing  in  the
winter.   The  resort  offers  swimming,  golf,  tennis,
horseback riding and shopping.

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

     Harbortown Point is located  in   Ventura   Harbor,
California,  between Santa Barbara and Los  Angeles  and
has  57  units.  In addition to the public  beaches  and
water   activities  surrounding  the   resort,   on-site
facilities include a heated swimming pool and two glass-
enclosed  whirlpools. Channel Island National Park,  the
only  aquatic  national park in the  continental  United
States,  is  just beyond the resorts docks.   Harbortown
Point's  boat rentals include sailboats, fishing  boats,
paddle boats and boardsails.

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

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

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

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

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

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

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

DEVELOPMENT/REGULATION

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

                            SIGNATURE



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

                             FAIRFIELD COMMUNITIES, INC.



Date: November 5, 1997       /s/William  G.Sell
     -------------------    ----------------------------------------
                                William G. Sell, Vice President/
                                 Controller (Chief Accounting Officer)