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, 1997

                                     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.)

            11001 Executive Center Drive, Little Rock, Arkansas 72211
           (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. [ ]

         As of  February  27,  1998,  the number of shares of the  registrant's
Common Stock  outstanding was 45,072,043 and the aggregate  market value of the
registrant's  Common  Stock  held  by  non-affiliates   totaled   approximately
$776.3 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,  1997 and the Proxy
Statement to  be  issued  in  connection   with  its  1998  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....................................  9

Item 6.  Selected Financial Data.........................................  9

Item 7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations............................ 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.......................................... 10

Item 12. Security Ownership of Certain Beneficial
          Owners and Management.......................................... 10

Item 13. Certain Relationships and Related Transactions.................. 10

                                 PART IV
                                 -------

Item 14. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K............................................ 11


                                    -2-
<PAGE>


                                PART I
                                ------
ITEM 1.   BUSINESS
------    --------
         General
         -------

     Fairfield   Communities,   Inc.   ("Fairfield",   and  together   with  its
subsidiaries,  the "Company") is one of the largest vacation ownership companies
in the United States in terms of property owners and vacation units constructed.
The Company's  operations,  following the December 19, 1997 merger with Vacation
Break  U.S.A.,  Inc.  ("Vacation  Break"), consists of 25 resorts  located in 11
states  and  the  Bahamas.  Of the  Company's  25  resorts,  15 are  located  in
destination areas with popular vacation attractions  ("Destination Resorts") and
10 are located in scenic regional locations  ("Regional  Resorts").  The resorts
acquired  by the  Company in  conjunction  with the  Vacation  Break  merger are
located in  Pompano  Beach,  Florida  (four  resorts),  Orlando,  Florida  and a
50%-owned resort located in the Bahamas.

         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 VOIs offered by the Company
consist  of either  undivided  fee  simple  interests  or  specified  fixed week
interval ownership in fully-furnished vacation homes.

         The Company  believes  that it provides  VOI owners with an  attractive
long-term vacation experience.  The VOIs sold by the Company are in full service
resorts that typically  feature  swimming pools,  restaurants and access to golf
courses,  marinas,  beaches,  tennis courts, spa or recreational  facilities and
other  amenities.  The Company  maintains  close  contact with its VOI owners by
virtue of its role as property manager at most of its VOI resorts. This exposure
to VOI owners also enables the Company to improve the management of its resorts,
while reducing  marketing  expenses which it would otherwise incur to the extent
repeat and referral business is generated through such contacts.

         The Company offers  financing to the purchasers of VOIs,  which results
in the creation of high-quality,  medium-term contracts receivable.  The Company
holds  these   receivables  and  will   occasionally   securitize  them  if  the
securitization  would  lower the costs of borrowed  funds or maintain  borrowing
availability  under its credit  facilities.  Interest  income from the Company's
financing  activities  totaled $37.2 million in 1997. At December 31, 1997,  the
Company had a portfolio of approximately  60,000 contracts  receivable amounting
to $302.5 million, with outstanding  borrowings of $166.6 million collateralized
by the contracts  receivable.  At December 31, 1997,  contracts receivable had a
weighted  average  maturity of  approximately  five years and a weighted average
interest  rate of 14.6%,  as compared to a weighted  average cost of  associated
debt of 9.6% for the year ended December 31, 1997.

          On December 19, 1997, Fairfield's stockholders approved an increase in
the number of  authorized  common  shares from  25,000,000  to  100,000,000.  On
December 11, 1997,  the Board of Directors  declared a two-for-one  common stock
split in the form of a stock dividend effective January 30, 1998 to shareholders
of record on January  15,  1998.  Additionally,  on June 5,  1997,  the Board of
Directors  declared a  three-for-two  common  stock split in the form of a stock
dividend effective July 15, 1997 to shareholders of record on July 1, 1997.

         In 1992, the Company  successfully  reorganized under Chapter 11 of the
Bankruptcy Code. Since the reorganization,  the Company has changed the focus of
its VOI 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.

                                    -3-

<PAGE>



     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,
1997, the Company had approximately 3,400 full-time employees.

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

         On December 19, 1997,  Fairfield acquired all of the outstanding common
stock  of  Vacation  Break  in  exchange  for  approximately   5,316,000  shares
(10,632,000  shares on a post split  basis) of its common  stock.  Each share of
Vacation  Break common stock was  exchanged  for .6075 of one share of Fairfield
Common Stock on a pre split basis. In addition, outstanding options and warrants
to purchase  Vacation  Break  common stock were  converted at the same  exchange
ratio into  options to  purchase  Fairfield  Common  Stock.  The merger has been
accounted  for as a pooling of  interests  and,  accordingly,  all prior  period
financial  information  has been  restated  as if the  merger  took place at the
beginning of such periods.

        Additionally, on December 19, 1997, Fairfield acquired the remaining 45%
minority interests in Vacation Break's joint ventures in the Palm Aire and Royal
Vista resorts for approximately  $13.5 million in cash. These  acquisitions have
been  accounted  for as purchases  and the total  results of operations of these
resorts have been included in the  consolidated  financial  statements  from the
date of acquisition.

        On December 3, 1997,  Fairfield exchanged 145,719 shares (291,438 shares
on a post split basis) of common stock for all of the  outstanding  common stock
of Apex Marketing,  Inc.  ("Apex").  The transaction has been accounted for as a
pooling of  interests.  The Apex  operations  are not  material  to  Fairfield's
consolidated   financial  statements  for  any  period;   therefore,   financial
statements  for  periods  prior to the merger  have not been  restated,  and the
consolidated  financial  statements  include operations of Apex from the date of
combination.

ITEM 2.  PROPERTIES
------   ----------
         General
         -------

         Fairfield's  objective  is  to be a  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,  making them prime areas for  Fairfield to operate  on-site  sales
offices which showcase the Company's property portfolio.

         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 following summary sets forth certain information
as of December 31, 1997 regarding the Company's more significant resorts.


                                    -4-
<PAGE>


         Property Portfolio - Destination Resorts
         ----------------------------------------
         Fairfield Branson

         Branson,  MO -  Fairfield  Branson at the Falls,  Fairfield's  original
Branson   development  is  completed  and  has  54  units.  The  second  Branson
development,  Fairfield  Branson at the Meadows,  is partially  completed with a
planned 232 unit capacity when fully developed.

         Fairfield Myrtle Beach

         Myrtle Beach, SC - Fairfield Westwinds,  Fairfield's first Myrtle Beach
resort built in 1989, is an 82 unit tower on the beachfront.  Fairfield's second
Myrtle Beach resort,  Fairfield  SeaWatch  Plantation,  is a 10 acre  beachfront
property with a planned 640 units  consisting of a mixture of  condominiums  and
hotel units.  Fairfield  currently has 76 completed units and anticipates adding
another 49 units in 1998, and an additional 52 units from a hotel being built at
the site.

         Fairfield Nashville at Music City, USA

         Nashville, TN - Fairfield Nashville is located on 19 acres, adjacent to
the Opryland Hotel complex.  Fairfield  Nashville has 62 units  completed and 32
units under  construction  out of a planned  254 total  units.  When  completed,
amenities at Fairfield Nashville will include indoor and outdoor swimming pools,
health club and clubhouse.

         Fairfield Orlando at Cypress Palms

         Kissimmee,  FL - Fairfield Orlando at Cypress Palms is located in close
proximity to this city's  world-famous  attractions such as Walt Disney World(R)
Resort,  Epcot(R) Center,  MGM Studios,  Universal  Studios and Sea World.  When
completed,  the resort  will  include  244 units and a pool and  whirlpool  spa.
Currently,  Fairfield  Orlando at Cypress  Palms has 106 units  completed and 16
units under construction.

         Port Lucaya Resort & Yacht Club

         Freeport, Grand Bahama - Port Lucaya Resort & Yacht Club is a 50%-owned
resort  consisting  of 160 hotel  rooms and suites.  The  resort,  situated on 5
acres, features a full-service marina, a restaurant, swimming pool, bar area and
several  other  amenities.  The  resort  is  operated  as  a  hotel  to  provide
accommodations primarily to purchasers of the Company's vacation packages.

         The Fairways of Palm-Aire

         Pompano  Beach,  FL - The Fairways of  Palm-Aire  offers a total of 107
units with an additional  101 units under  construction.  The resort  features a
health spa,  swimming  pools,  a restaurant  and banquet  facilities  as well as
access to adjacent golf courses.

         Royal Vista Resort

         Pompano  Beach,  FL - Royal  Vista  Resort is  located on 3.25 acres of
oceanfront property and consists of 99 one-and-two  bedroom units.  Construction
is estimated to be completed in March 1998,  with sales estimated to commence in
the second quarter of 1998.

         Santa Barbara Resort and Yacht Club

         Pompano  Beach,  FL - Santa Barbara Resort and Yacht Club is located on
1.25 acres and  consists  of 90 units.  This  resort  features a swimming  pool,
nearby restaurants,  banquet facilities, as well as dockage on the Spanish River
and close access to the Atlantic Ocean.

                                      -5-
<PAGE>



         Sea Gardens Beach and Tennis Resort

         Pompano Beach,  FL - Sea Gardens Beach and Tennis Resort is situated on
7.5 acres and  includes 250 feet of  beachfront  property.  The resort  features
4,000 square feet of banquet facilities,  a restaurant and a beachfront activity
center.  At year end, the site had 137  completed  units,  with another 84 units
projected to be completed in the first quarter of 1998.

         Fairfield Orlando at Star Island

         Orlando,  FL -  Fairfield  Orlando at Star  Island is  designated  as a
five-star resort by Interval International. Fairfield has the exclusive right to
acquire up to 123  condominium  units to be sold as VOIs.  Fairfield  Orlando at
Star  Island  features a  swimming  pool,  tennis  courts,  a health  club and a
children's playground.

         Fairfield Williamsburg

         Williamsburg, VA - 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.
Fairfield  Williamsburg at Patriot's Place,  Fairfield's  original  Williamsburg
development, offers 196 units. Fairfield Williamsburg at Kingsgate,  Fairfield's
second Williamsburg location, has 202 completed units out of a planned 300 total
units.

         Property Portfolio - Regional Resorts
         -------------------------------------
         Fairfield Bay

         Fairfield  Bay,  AR -  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 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 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 and horseback riding.

         Fairfield Glade

         Fairfield  Glade,  TN -  Fairfield  Glade  offers one 27-hole and three
18-hole golf  courses.  The resort has 358 units and is  surrounded by 12 lakes.
Horseback  riding,  indoor and  outdoor  swimming  pools and  tennis  courts are
available to vacationers.  Nearby  attractions  include the Fall Creek Falls and
Cumberland Mountain State Parks and the Great Smoky Mountains National Park.

         Harbortown Point

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

         Fairfield Harbour

         New Bern, NC - Fairfield  Harbour is surrounded by historical towns and
attractions,  such as Bath,  incorporated  in 1705 as the  state's  first  town.
Recreational  activities at Fairfield  Harbour include golf,  indoor and outdoor
pools,  whirlpool spa, exercise room with sauna,  miniature golf, playground and
community center. The site offers 207 units of VOI.

                                        -6-
<PAGE>

         Fairfield Mountains

         Lake  Lure,  NC -  Fairfield  Mountains  offers 215 units amid the Blue
Ridge Mountains, just 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 is located 45 miles from
Charleston,  South  Carolina.  Recreational  activities at Fairfield Ocean Ridge
include golf,  tennis courts and outdoor swimming pools. An additional 2.8 acres
of waterfront property was purchased in late 1997 for future VOI units. The site
currently has 190 units of VOI inventory.

         Fairfield Pagosa

         Pagosa  Springs,  CO - Fairfield  Pagosa 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 188
units completed, two under construction, with another 16 units planned.

         Fairfield Plantation

         Villa  Rica,  GA -  Fairfield  Plantation  is  located 45 miles west of
Atlanta,  Georgia.  The resort  features 80 units.  Recreational  activities  at
Fairfield  Plantation  include  golf,  fishing,  its own private beach and three
outdoor pools.

         Fairfield Sapphire Valley

         Sapphire, NC - 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 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.

         Corporate Office

         The Company's  corporate office is located in Little Rock, Arkansas and
contains  approximately  61,000  square feet of office  space.  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  undo  operational
disruption.

         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'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.

                                   -7-
<PAGE>

         The  marketing  and sales of VOIs 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 VOIs are marketed and sold.  The
federal  government and many states have adopted  specific laws and  regulations
regarding  the  sale of  lots,  timeshares,  telemarketing  and  certain  of the
Company's other  activities,  including that a "property  report" be provided to
certain purchasers,  providing,  among other things,  detailed information about
the  particular  community,  the  development  and the  purchaser's  rights  and
obligations  as a  VOI  or  lot  owner.  The  Company  believes  that  it  is in
substantial  compliance  with all laws and  regulations to which it is currently
subject.   However,   there  is  no  clear  guidance  regarding  the  scope  and
interpretation of the registration requirements of various state laws regulating
certain types of timeshare marketing and sales programs. As part of managing its
compliance  program,  the  Company's  Vacation  Break  subsidiary  has  begun to
register its resorts for VOI sales in additional jurisdictions,  consistent with
the Company's practices.  There can be no assurance that the costs of compliance
in the applicable states will not be substantial.  In addition, no assurance can
be  given  that  the  cost  of  complying  with  laws  and  regulations  in  all
jurisdictions  in  which  the  Company  desires  to  conduct  sales  will not be
significant, will not impair the cost-effectiveness of its marketing programs or
that  the  Company  is in  fact in  compliance  with  all  applicable  laws  and
regulations.  If the Company is not in substantial  compliance  with  applicable
laws  and  regulations,  among  other  consequences,  it  could  be  subject  to
regulatory  actions and purchasers of VOIs could have certain rescission rights.
In addition,  there can be no  assurance  that laws and  regulations  (including
existing  interpretations  thereof)  applicable  to the Company in any  specific
jurisdiction  will not be revised or that other laws or regulations  will not be
adopted  which could  increase the  Company's  cost of compliance or prevent the
Company from selling VOIs or conducting other  operations in such  jurisdiction.
In particular,  the Company has become more reliant on the use of  telemarketing
based  marketing  programs.   Regulation  of  and  laws  governing  the  use  of
telemarketing  has grown in the recent past and additional  laws and regulations
governing these  activities may be adopted in the future.  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
------  -----------------

         The information  required by Item 3 is incorporated herein by reference
to Note 17 -  Contingencies  of "Notes  to  Consolidated  Financial  Statements"
   ------------------------
included in the  Registrant's  Annual Report to Stockholders  for the year ended
December 31, 1997.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------   -----------------------------------------------------

         A special meeting of Fairfield's  stockholders was held on December 19,
1997 whereby the  stockholders  approved the issuance of up to 5,826,281  shares
(11,652,562  shares on a post split basis) of Common Stock to be issued pursuant
to the merger with Vacation  Break U.S.A.,  Inc. The number of votes cast by the
stockholders regarding this proposal are as follows (For - 13,817,548; Against -
158,301; Abstain - 9,243). Additionally,  the stockholders approved an amendment
to the Certificate of Incorporation to increase the number of authorized  common
shares  from  25,000,000  to  100,000,000.  The  number  of  votes  cast  by the
stockholders regarding this proposal are as follows (For - 13,632,917; Against -
339,897; Abstain - 12,278).

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  directors  or  other  executive
officers:

                         John W.  McConnell,  age 56,  has been  with  Fairfield
                    since 1986, serving as President and Chief Executive Officer
                    since 1991;  President and Chief Operating Officer from 1990
                    to 1991  and  Senior  Vice  President  and  Chief  Financial
                    Officer prior thereto.

                                      -8-

<PAGE>

                         Robert Albertson, age 57, has been with Fairfield since
                    1996, serving as Senior Vice  President/Corporate  Marketing
                    since  September 1997 and Regional Vice President from 1996.
                    Mr. Albertson was a sales and marketing consultant from 1992
                    to 1996 with the Global  Group in Europe and other  vacation
                    ownership  companies.  From 1982 to 1992, Mr.  Albertson was
                    employed by Fairfield  serving as a Regional Vice  President
                    and General Manager.

                         Marcel J. Dumeny, age 47, has been with Fairfield since
                    1987,  serving as Senior Vice President and General  Counsel
                    since 1989 and Senior  Vice  President/Law  and  Development
                    prior  thereto.


                         Clay G.  Gring,  Sr.,  age 66, has been with  Fairfield
                    since  1991,  serving as Senior  Vice  President/Development
                    since February 1998; Senior Vice  President/Chief  Operating
                    Officer   from  1996  to  February   1998  and  Senior  Vice
                    President/Leisure  Products Group prior  thereto.  Mr. Gring
                    was  self-employed  from 1984 to 1991,  specializing  in the
                    development  and  management  of  real  estate   properties,
                    including   resort   communities  and  hospitality   related
                    properties.

                         Franz Hanning,  age 44, has been with  Fairfield  since
                    1982,  serving as Senior Vice President and Chief  Operating
                    Officer/Vacation  Ownership  Business  since  February 1998;
                    Senior Vice  President/Corporate  Sales from January 1997 to
                    February 1998;  Regional Vice President from 1991 to January
                    1997 and Vice President/Sales - Fairfield  Williamsburg from
                    1990 to 1991.

                         Robert W. Howeth, age 50, has been with Fairfield since
                    1975,  serving as Senior Vice President and Chief  Financial
                    Officer since 1996;  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.

                         Mark Nuzzo, age 46, has been with Fairfield since 1983,
                    serving as Vice President of Property  Management since 1995
                    and as Vice  President  of  Resort  Operations  from 1991 to
                    1995.

                         William G. Sell, age 44, has been with Fairfield  since
                    1981,  serving  as  Vice  President,  Controller  and  Chief
                    Accounting Officer since 1988.

                                        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, 1997.

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, 1997.


                                        -9-
<PAGE>


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, 1997.

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 1998 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 1998 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION
-------- ----------------------

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 1998 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 1998 Annual Meeting of Stockholders.

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

     This item is incorporated by reference to Registrant's  Proxy Statement for
its 1998 Annual Meeting of Stockholders.

                                   -10-
<PAGE>

                                  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, 1997 and 1996

                  Consolidated Statements of Earnings - Years Ended December 31,
                    1997, 1996 and 1995

                  Consolidated Statements of Stockholders' Equity - Years Ended
                    December 31, 1997, 1996 and 1995

                  Consolidated Statements of Cash Flows - Years Ended December
                    31,  1997,  1996  and  1995

                  Notes to Consolidated Financial Statements - December 31, 1997

               (2)          The following  financial  statement schedule should
                    be read  in  conjunction  with  the  consolidated  financial
                    statements  included in the  Registrant's  Annual  Report to
                    Stockholders for the year ended December 31, 1997:

                             Schedule II - Valuation and Qualifying Accounts

                         Financial  statement schedules not included herein have
                    been omitted because they are not applicable or the required
                    information   is   shown  in  the   consolidated   financial
                    statements or notes thereto.

               (3)            Exhibits  required  by this item are listed on the
                    Exhibit   Index   attached   to  this   report   and  hereby
                    incorporated by reference.

           (b)      Reports on Form 8-K Filed in the Fourth Quarter
                    -----------------------------------------------

                         None

           (c)     Exhibits
                    --------

                         The  Exhibit  Index  attached  to this report is hereby
                    incorporated by reference.

            (d)     Financial Statement Schedules
                    -----------------------------
                         Following is the schedule as referenced in the Index to
                                                                        --------
                    Financial Statements included in Item 14(a)(2) above.
                    --------------------

                                       -11-
<PAGE>

                                                                     SCHEDULE II

                  Fairfield Communities, Inc. and Subsidiaries
                        Valuation and Qualifying Accounts
                                 (In thousands)
<TABLE>
                                             Additions
                                         ------------------
                                                    Charged             Balance
                              Balance at Charged to   to                   at
                              Beginning  Costs and  Other                End of
    Description               of Period   Expenses Accounts Deductions   Period
----------------------------- ---------   -------- -------- ----------   ------
<S>                           <C>         <C>        <C>    <C>          <C>
Year Ended December 31, 1997
Deducted from asset accounts:
  Allowance for loan losses   $16,528     $12,121    $ -    $ (7,801)    $20,848
                              =======     =======    ====   ========     =======

Year Ended December 31, 1996
Deducted from asset accounts:
  Allowance for loan losses   $15,471     $ 7,827    $ -    $ (6,770)(a) $16,528
                              =======     =======    ====   ========     =======
  Valuation allowance for
    deferred tax assets       $20,415     $   -      $ -    $(20,415)(b) $   -
                              =======     =======    ====   ========     =======

Year Ended December 31, 1995
Deducted from asset accounts:
  Allowance for loan losses   $12,011     $ 8,030    $ -    $ (4,570)(c) $15,471
                              =======     =======    ====   ========     =======
  Valuation allowance for
     deferred tax assets      $26,131     $   -      $547(d)$ (6,263)(e) $20,415
                              =======     =======    ====   ========     =======
</TABLE>


     (a)  Includes   uncollectible   loans   receivable   written-off,   net  of
          recoveries, and $1,200 credited to "Other income".

     (b)  Includes $19,108 utilization of pre-confirmation income tax attributes
          credited to paid-in capital. Other deductions represent the refinement
          of  prior  year  estimates  of  certain   deferred  tax  assets.

     (c)  Uncollectible  loans receivable  written-off,  net of recoveries.

     (d)  Represents the refinement of prior year estimates of certain  deferred
          tax assets.

     (e)  Utilization  of  pre-confirmation  income tax  attributes  credited to
          paid-in capital.

                                     -12-
<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 17, 1998                 By      /s/ J. W. McConnell
                                       ------------------------------------ 
                                         J. W. McConnell, 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 17, 1998                By       /s/Les R. Baledge*
                                       -------------------------------------
                                          Les R. Baledge, Director


Date:  March 17, 1998                By     /s/ Ernest D. Bennett, III*
                                       -------------------------------------
                                          Ernest D. Bennett, III, Director

Date:  March 17, 1998                By     /s/ Philip L. Herrington*
                                       -------------------------------------
                                         Philip L. Herrington, Director

Date:  March 17, 1998                By       /s/ Bryan D. Langton*
                                       -------------------------------------
                                          Bryan D. Langton, Director

Date:  March 17, 1998                By      /s/ Charles D. Morgan*
                                        ------------------------------------
                                          Charles D. Morgan, Director

Date:  March 17, 1998                By     /s/ Ralph P. Muller, III*
                                       -------------------------------------
                                          Ralph P. Muller, Director

Date:  March 17, 1998                By     /s/ William C. Scott*
                                       -------------------------------------
                                          William C. Scott, Director

Date:  March 17, 1998                By     /s/ J. W. McConnell
                                       ------------------------------------
                                       J. W.  McConnell, Director, President
                                           and Chief Executive Officer

Date:  March 17, 1998                By      /s/ Robert W. Howeth
                                       ------------------------------------
                                     Robert W. Howeth, Senior Vice President
                                            and Chief Financial Officer

Date:  March 17, 1998                By        /s/ William G. Sell
                                       -------------------------------------
                                    William G. Sell, Vice President/Controller
                                           (Chief Accounting Officer)

Date:  March 17, 1998               *By     /s/J. W. McConnell
                                       -------------------------------------
                                       J. W. McConnell, Attorney-in-Fact

                                    -13-
<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         Amended    and    Restated     Revolving  Credit  and  Term  Loan
             Agreement,   dated   September  28,  1993,  by  and  between  the
             Registrant,   Fairfield  Myrtle  Beach,  Inc.  ("FMB"),   Suntree
             Development Company, Fairfield Acceptance Corporation ("FAC") and
             The First National Bank of Boston ("FNBB") (previously filed with
             the Registrant's Current Report on Form 8-K dated October 1, 1993
             and incorporated herein by reference)


                                      -14-

<PAGE>


Exhibit
Number
------

10.2         First    Amendment    to Amended and Restated  Revolving  Credit
             Agreement,   dated  May  13,  1994  (previously  filed  with  the
             Registrant's  Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1994 and  incorporated  herein by  reference)  

10.3         Second  Amendment to Amended and Restated  Revolving  Credit
             Agreement,  dated  December  9, 1994  (previously  filed with the
             Registrant's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1994 and incorporated herein by reference)

10.4         Third    Amendment  to   Amended and Restated  Revolving  Credit
             Agreement,  dated  December 19, 1994  (previously  filed with the
             Registrant's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1994 and incorporated herein by reference)

10.5         Fourth    Amendment  to   Amended and Restated  Revolving  Credit
             Agreement,  dated  November 20, 1995  (previously  filed with the
             Registrant's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1995 and incorporated herein by reference)

10.6         Fifth    Amendment    to Amended and Restated  Revolving  Credit
             Agreement,  dated  January  25, 1996  (previously  filed with the
             Registrant's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1995 and incorporated herein by reference)

10.7         Sixth  Amendment  to Amended and Restated  Revolving  Credit
             Agreement,  dated  December 12, 1996  (previously  filed with the
             Registrant's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1996 and incorporated herein by reference)

10.8         Seventh  Amendment to Amended and Restated  Revolving Credit
             Agreement, dated December 19, 1997 (attached)

10.9         Eighth  Amendment to Amended and Restated  Revolving  Credit
             Agreement, dated February 13, 1998 (attached)

10.10        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)

10.11        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)

10.12        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)

                                     -15-
<PAGE>

Exhibit
Number
------

10.13         Sixth Amended and Restated Title Clearing Agreement by and among
              the Registrant, FAC, Lawyers Title Insurance Corporation,  FNBB,
              First  Commercial  Trust  Company,  N.A.,  and  Capital  Markets
              Assurance  Corporation,  dated July 31, 1996  (previously  filed
              with the  Registrant's  Annual  Report on Form 10-K for the year
              ended December 31, 1996 and incorporated herein by reference)

10.14         Fourth  Amended and  Restated  Title  Clearing  Agreement by and
              among the Registrant,  FAC,  Colorado Land Title Company,  FNBB,
              First  Commercial  Trust  Company,   N.A.  and  Capital  Markets
              Assurance  Corporation,  dated July 31, 1996  (previously  filed
              with the  Registrant's  Annual  Report on Form 10-K for the year
              ended December 31, 1996 and incorporated herein by reference)

10.15         Westwinds Third Amended and Restated Title Clearing Agreement by
              and among the  Registrant,  FMB, FAC,  Lawyers  Title  Insurance
              Corporation,  FNBB, and Resort Funding, Inc., dated November 15,
              1992 (previously  filed with the  Registrant's  Annual Report on
              Form 10-K for the year ended December 31, 1992 and  incorporated
              herein by reference)

10.16         First  Amendment to Westwinds  Third Amended and Restated  Title
              Clearing  Agreement,  dated September 29, 1993 (previously filed
              with the  Registrant's  Annual  Report on Form 10-K for the year
              ended December 31, 1996 and incorporated herein by reference)

10.17         Second    Amendment   to  Westwinds  Third  Amended and Restated
              Title Clearing Agreement,  dated March 28, 1995 (previously filed
              with the  Registrant's  Annual  Report  on Form 10-K for the year
              ended December 31, 1996 and incorporated herein by reference)

10.18         Third  Amendment  to Westwinds  Third  Amended and Restated
              Title Clearing  Agreement,  dated July 31, 1996 (previously filed
              with the  Registrant's  Annual  Report  on Form 10-K for the year
              ended December 31, 1996 and incorporated herein by reference)

10.19         Third Amended and Restated  Revolving Credit  Agreement  between
              FAC and FNBB,  dated September 28, 1993  (previously  filed with
              Registrant's  Current  Report on Form 8-K dated  October 1, 1993
              and incorporated herein by reference)

10.20         Amendment to Third Amended and Restated  Revolving  Credit
              Agreement,  dated  December  9, 1994  (previously  filed with the
              Registrant's  Annual  Report  on Form  10-K  for the  year  ended
              December 31, 1994 and incorporated herein by reference)

10.21         Second  Amendment to Third  Amended and Restated  Revolving
              Credit Agreement,  dated December 19, 1994 (previously filed with
              the  Registrant's  Annual  Report on Form 10-K for the year ended
              December 31, 1994 and incorporated herein by reference)

                                     -16-
<PAGE>

Exhibit
Number
------

10.22         Third  Amendment to Third  Amended and  Restated  Revolving
              Credit Agreement,  dated December 12, 1996 (previously filed with
              the  Registrant's  Annual  Report on Form 10-K for the year ended
              December 31, 1996 and incorporated herein by reference)

10.23         Fourth  Amendment to Third  Amended and Restated  Revolving
              Credit Agreement, dated December 19, 1997 (attached)

10.24         Fifth  Amendment to Third  Amended and  Restated  Revolving
              Credit Agreement, Dated February 13, 1998 (attached)

10.25         Pledge  and  Servicing   Agreement   between  Fairfield  Funding
              Corporation, FAC, First Commercial Trust Company, N.A. and Texas
              Commerce  Trust  Company,   N.A.,   dated   September  28,  1993
              (previously filed with  Registrant's  Current Report on Form 8-K
              filed October 1, 1993 and incorporated herein by reference)

10.26         Third  Amended and  Restated  Operating  Agreement,  dated
              December 9, 1994,  between  the  Registrant  and FAC  (previously
              filed with the  Registrant's  Annual  Report on Form 10-K for the
              year  ended  December  31,  1994  and   incorporated   herein  by
              reference)

10.27         Amended  and  Restated  Credit  Agreement,   with  an  effective
              restatement  date of  October  2,  1996,  among the  Registrant,
              Fairfield Capital Corporation ("FCC"), FAC, Triple-A One Funding
              Corporation  and  Capital  Markets   Assurance   Corporation  as
              Administrative Agent and Collateral Agent (previously filed with
              the  Registrant's  Quarterly Report on Form 10-Q for the quarter
              ended September 30, 1996 and incorporated herein by reference)

10.28         First  Amendment to Amended and Restated  Credit  Agreement
              (previously filed with the Registrant's  Quarterly Report on Form
              10-Q for the quarter ended March 31, 1997 and incorporated herein
              by reference)

10.29         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)

10.30         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)

10.31         Amended and Restated  Nashville Title Clearing  Agreement by and
              among the Registrant,  FAC, Lawyers Title Insurance Corporation,
              FNBB, and Capital Markets Assurance Corporation,  dated July 31,
              1996 (previously  filed with the  Registrant's  Annual Report on
              Form 10-K for the year ended December 31, 1996 and  incorporated
              herein by reference)

                                          -17-
<PAGE>

Exhibit
Number
------

10.32         Amended  and  Restated   Seawatch   Plantation   Title  Clearing
              Agreement by and among the Registrant,  FMB, FAC,  Lawyers Title
              Insurance  Corporation,  FNBB,  and  Capital  Markets  Assurance
              Corporation,  dated  July 31,  1996  (previously  filed with the
              Registrant's  Annual  Report  on Form  10-K for the  year  ended
              December 31, 1996 and incorporated herein by reference)

10.33         Third Amended and Restated  Supplementary  Trust  Agreement
              (Arizona) by and among the Registrant,  FAC, First American Title
              Insurance   Company,   FNBB,   and  Capital   Markets   Assurance
              Corporation,  dated  March 28,  1995  (previously  filed with the
              Registrant's  Annual  Report  on Form  10-K  for the  year  ended
              December 31, 1996 and  incorporated  herein by  reference)

10.34         First Amendment to Third Amended and Restated Supplementary Trust
              Agreement  (Arizona),  dated July 31, 1996 (previously filed with
              the  Registrant's  Annual  Report on Form 10-K for the year ended
              December 31, 1996 and incorporated herein by reference)

10.35         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)

10.36         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)

10.37         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)

10.38         Agreement and Plan of Merger among the Registrant, FC Ocean
              Ranch, Inc., James E. Lambert,  James R. Lambert,  Daniel Lambert
              and  Ocean  Ranch  Development,  Inc.  dated  December  10,  1997
              (attached)

10.39         Agreement and Plan of Merger among the Registrant,  FC Palm
              Aire, Inc., the Berkley Group, Inc. and Palm Resort Group,  Inc.,
              dated December 10, 1997 (attached)

10.40         Agreement  and Plan of Merger  among the  Registrant,  FA,
              Inc.,  Carl  Flemister,  C.  Wendell  Flemister,  Jr.,  and  Apex
              Marketing, Inc., dated October 22, 1997 (attached)

10.41         Amendment  Number One to the  Agreement and Plan of Merger
              among the  Registrant,  FA,  Inc.,  Carl  Flemister,  C.  Wendell
              Flemister, Jr., and Apex Marketing,  Inc., dated October 31, 1997
              (attached)

10.42         Amendment  Number Two to the  Agreement and Plan of Merger
              among the  Registrant,  FA,  Inc.,  Carl  Flemister,  C.  Wendell
              Flemister, Jr., and Apex Marketing,  Inc., dated December 3, 1997
              (attached)

                                    -18-
<PAGE>

Exhibit
Number
------

10.43         Principal Stockholders Agreement among the Registrant, FCVB
              Corp.,  Ralph  P.  Muller,  R & A  Partnership,  Ltd.  and  Kevin
              Sheehan, dated August 8, 1997 (attached)

10.44         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 (attached)


                        COMPENSATORY PLANS OR ARRANGEMENTS

10.45         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)

10.46         Registrant's Savings/Profit Sharing Plan, effective July 1,
              1994  (previously  filed with the  Registrant's  Annual Report on
              Form 10-K for the year ended  December 31, 1994 and  incorporated
              herein by reference)

10.47         Amendment Number One to Registrant's Savings/Profit Sharing
              Plan,  effective  January  1,  1995  (previously  filed  with the
              Registrant's  Annual  Report  on Form  10-K  for the  year  ended
              December 31, 1996 and incorporated herein by reference)

10.48         Amendment Number Two to Registrant's Savings/Profit Sharing
              Plan,  effective  January  1,  1996  (previously  filed  with the
              Registrant's  Annual  Report  on Form  10-K  for the  year  ended
              December 31, 1995 and incorporated herein by reference)

10.49         Amendment  Number  Three  to  Registrant's  Savings/Profit
              Sharing Plan, effective September 20, 1996 (previously filed with
              the  Registrant's  Annual  Report on Form 10-K for the year ended
              December 31, 1996 and incorporated herein by reference)

10.50         Amendment  Number  Four  to  Registrant's   Savings/Profit
              Sharing Plan, effective January 1, 1997 (attached)

10.51         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)

10.52         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)

10.53         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)


                                      -19-
<PAGE>


Exhibit
Number
------

10.54         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)

10.55         Registrant's  Third Amended and Restated 1992 Warrant Plan
              (attached)

10.56         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)

10.57         Form of  Severance  Agreement  between the  Registrant  and
              certain  officers  of  the  Registrant   (previously  filed  with
              Registrant's  Annual  Report on Form  10-K/A  for the year  ended
              December 31, 1993 and incorporated herein by reference)

10.58         Registrant's  Excess Benefit Plan, adopted February 1, 1994
              (previously  filed  with the  Registrants  Annual  Report on Form
              10-K/A  for the year ended  December  31,  1993 and  incorporated
              herein by reference)

10.59         First  Amendment to Excess  Benefit  Plan,  adopted May 11,
              1995 (previously filed with the Registrant's  Quarterly Report on
              Form 10-Q for the quarter  ended June 30,  1995 and  incorporated
              herein by reference)

10.60         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)

10.61         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)

10.62         Restricted Stock Agreement  between the Registrant and John
              W. McConnell, entered into on December 19, 1996 (previously filed
              with the  Registrant's  Annual  Report  on Form 10-K for the year
              ended December 31, 1996 and incorporated herein by reference)

10.63         Registrant's Employee Stock Purchase Plan (attached)

10.64         Registrant's  Second Amended and Restated 1997 Stock Option
              Plan (attached)

10.65         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)

13            Portions of Registrant's  Annual Report to Stockholders  for the
              year ended  December 31, 1997 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)

                                         -20-
<PAGE>


Exhibit
Number
-----
21            Subsidiaries of the Registrant (attached)

23.1          Consent of Ernst & Young LLP, Independent Auditors (attached)

23.2          Consent of Coopers & Lybrand LLP (attached)

24            Powers of Attorney (attached)

27.1          Financial Data Schedule, December 31, 1997 (attached)

27.2          Restated Financial Data Schedules - September 30, 1997, June 30,  
              1997,  March 31, 1997 and December 31, 1996 (attached)

27.3          Restated Financial Data Schedules - September 30, 1996, June 30, 
              1996, March 31, 1996 and December 31, 1995 (attached)