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                             CERTIFICATE OF INCORPORATION

                                          OF

                                  EPIC VACATION CLUB

                          A NON-STOCK NONPROFIT CORPORATION


1.   NAME.  The name of this corporation is EPIC VACATION CLUB.

2.   AGENT FOR SERVICE OF PROCESS. The address of the corporation's 
registered office in the State of Delaware is 1209 Orange Street, City of 
Wilmington, County of New Castle, Delaware  19801.  The name of the 
corporation's registered agent at such address is The Corporation Trust 
Company.

3.   PURPOSE.

     3.1  GENERAL.  This corporation is a non-stock nonprofit corporation 
organized under the Delaware General Corporation Law.  The purpose of this 
corporation is to engage in any lawful act or activity for which a 
corporation may be organized under such law.

     3.2  SPECIFIC.  The specific and primary purpose for which the 
corporation is formed is to care for, own, lease, maintain, operate and 
manage the real property and improvements thereon and personal property 
therein or which it owns, wherever located, which has been dedicated to the 
Epic Vacation Club Vacation Ownership Plan by a Declaration recorded or filed 
in various states and counties.

     3.3  LIMITATION.  Notwithstanding any of the above statements of 
purposes and powers, this corporation shall not, except to an insubstantial 
degree, engage in any activities or exercise any powers that are not in 
furtherance of the specific purpose of this corporation.  No part of the net 
earnings of the corporation shall benefit any private member or individual 
(other than by acquiring, constructing, or providing management, maintenance, 
and care of property held by the corporation, or by a rebate of excess 
membership dues, fees, or assessments).

4.   NO AUTHORITY TO ISSUE STOCK.  The corporation is a nonprofit corporation 
and has no authority to issue capital stock.

5.   MEMBERSHIP.  The conditions of membership in this corporation are stated 
in the bylaws of the corporation.

6.   EXISTENCE.  This corporation shall have perpetual existence.

7.   AMENDMENT.  Except as provided in Section 7.1, amendment of this 
Certificate of Incorporation requires the affirmative vote or written assent 
of a majority of the corporation's Board of Directors; and (i) a majority of 
the Voting Power of each Class of Members (as defined in the bylaws of the 
corporation), if there is more than one class, or (ii) if there is only one 
Class 
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of Members, a majority of the Voting Power of Members other than Declarant, 
or its successor, plus the approval of a majority of the total Voting Power.  
The votes required for such an amendment shall not be less than the 
affirmative votes required for action to be taken under the clause being 
affected.

     7.1  BOARD ONLY.  The Board of Directors alone may amend the Certificate 
of Incorporation to make technical corrections or additions required by

          7.1(a)    COURT.  A court of competent jurisdiction, or

          7.1(b)    AGENCY.  A Federal or state agency, to comply with 
consumer protection, sales regulation and/or tax exemption laws.

     7.2  "VOTING POWER" is the aggregate votes of Members, including, if 
applicable, all Classes, unless otherwise specified.

     7.3  MEETINGS.  Meetings of members may be held within or without the 
State of Delaware, as the bylaws of the corporation provide.

8.   BYLAWS.  In furtherance, and not in limitation of the powers conferred 
by statute, the Board of Directors is expressly authorized to make, alter or 
repeal the bylaws of the corporation.

9.   INDEMNIFICATION.  To the full extent permitted by the Delaware General 
Corporation Law or any other applicable laws presently or hereafter in 
effect, no director of the corporation is to be personally liable to the 
corporation or its members for or with respect to any acts or omissions in 
the performance of his or her duties as a director of the corporation.  Any 
repeal or modification of this Section 9 will not adversely affect any right 
or protection of a director of the corporation existing immediately prior to 
such repeal or modification. Each person who is or was or had agreed to 
become a director or officer of the corporation, or each such person who is 
or was serving or who had agreed to serve at the request of the Board of 
Directors or an officer of the corporation as an employee or agent of the 
corporation or as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise (including 
the heirs, executors, administrators or estate of such person), is to be 
indemnified by the corporation to the full extent permitted by the Delaware 
General Corporation Law or any other applicable laws as presently or 
hereafter in effect.  Without limiting the generality or the effect of the 
foregoing, the corporation may enter into one or more agreements with any 
person which provide for indemnification greater or different than that 
provided herein.  Any repeal or modification of this section 9 will not 
adversely affect any right or protection existing hereunder immediately prior 
to such repeal or modification.

10.  INCORPORATOR.   The name and mailing address of the incorporator is 
Thomas F. Flatley, Epic Resorts, LLC, 1150 First Avenue, Suite 900, King of 
Prussia, PA 19406.

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11.  DIRECTOR.

     11.1 The powers of the incorporator are to cease upon the issuance of 
the Certificate of Incorporation, and the following person is to serve as 
director of the corporation until his successor(s) are elected and qualified: 
Thomas F. Flatley, Epic Resorts, LLC, 1150 First Avenue, Suite 900, King of 
Prussia, PA 19406.

     11.2 Election of directors need not be by written ballot except to the 
extent provided for in the bylaws of the corporation.




                                   /S/ THOMAS F. FLATLEY
                                   -------------------------------------------
                                   Incorporator




















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