U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

Form 10-KSB
(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, 1998 
                                 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 no.: 333-13571

CHARTHOUSE SUITES VACATION OWNERSHIP INC.
(Name of small business issuer in its charter)

          Florida                         59-3388947             (State or 
other jurisdiction of  (IRS Employer Identification No.)
incorporation or organization)   

250 Patrick Blvd., Suite 140
Brookfield, Wisconsin                        53045-5864            (Address of 
principal executive offices)     (Zip Code)

Issuer's telephone number:  414-792-9200 

Securities registered under Section 12(b) of the Exchange Act:  
None

Securities registered under Section 12(g) of the Exchange Act:
 None
(Title of Class)

Check whether the registrant (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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     .

Check if there is no disclosure of delinquent filers in response to Item 405 
of Regulation S-B is not contained in this form, and no disclosure will be 
contained to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this Form 10-KSB.[ X ]

State issuer's revenues for its most recent fiscal year. $0

The aggregate market value of the Vacation Interests ("Interests") is 
indeterminable because there is no established or organized market for the 
Interests.
<PAGE>ANNUAL REPORT ON FORM 10-KSB
           
INDEX

YEAR ENDED DECEMBER 31, 1998

CHARTHOUSE SUITES VACATION OWNERSHIP INC.
BROOKFIELD, WISCONSIN


Part I                                            Item    Page

Description of Business                              1      3    
Description of Property                              2      6 
Legal Proceedings                                    3     14
Submission of Matters to a Vote of Security Holders  4     14

Part II

Market for Vacation Interests and Related Matters    5     14
Management's Discussion and Analysis or Plan
of Operations                                        6     14  
Financial Statements                                 7     29 
Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure                  8     29 

Part III

Directors, Executive Officers, Promoters and         9     29  
Control Persons; Compliance with Section 16(a)
of the Exchange Act
Executive Compensation                              10     30
Security Ownership and Certain Beneficial Owners and
Management                                          11     31   
Certain Relationships and Related Transactions      12     32 
Exhibits and Reports on Form 8-K                    13     33  
 
Signatures                                                 37 

Audited Financial Statements                               38  

<PAGE>
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Charthouse Suites Vacation Ownership Inc.
Annual Report on Form 10-KSB
For year ended December 31, 1998
Page 3

/* WordPerfect Structure - Header A Ending */
PART I
         
Item 1.  Description of Business

(a) Business Development

Charthouse Suites Vacation Ownership Inc. (the "Company") is a Corporation 
formed in 1996 in the State of Florida.  The Company was organized to 
facilitate the sale and distribution of 150 Vacation Interests (the " Vacation 
Interests"), and to ultimately own the Chart House Suites hotel located in 
Clearwater Beach, Florida.  The Company is in its offering stage and has not 
yet purchased the hotel and has not had any operations to date.  However, the 
hotel is owned and operated by an affiliate of the Company, and information on 
the operations of the hotel are included in this report.

The Company intends to sell 150 A, B, C, D, E, and F class Vacation 
Interests.  Purchasers of the Vacation Interests will have the right to use 
for two specific consecutive weeks ("Unit Weeks") of every spring, summer, 
fall and winter season until December 31, 2040, a hotel suite of a certain 
category in the Hotel.  Owners of the Vacation Interests do not acquire an 
ownership or equity interest in the Company, but pursuant to the Charthouse 
Suites Vacation License Plan ("License Plan"), will acquire a license right to 
utilize a suite in the Hotel.

The 150 Vacation Interests are vacation licenses issued pursuant to the 
License Plan.  Each class of Interests entitles a Holder to rental proceeds 
from the Rental Pool or, upon request, use of a corresponding Class of Unit 
Weeks in the Chart House Suites hotel.  In addition to the purchase price of 
the Vacation Interests, Holders are required to pay annual dues and, if any, 
special assessments associated with the hotel operations.

Holders of Vacation Interests may enroll in the RCI Exchange Program, upon 
payment of membership fees to Resort Condominiums International ("RCI").  Upon 
purchase of a Vacation Interest, the Company will pay the costs of a Holder's 
one year membership in RCI and any initiation fees.  The RCI Exchange Program 
allows members to deposit one or more Unit Weeks and request an exchange for a 
comparable week or weeks at another participating resort located around the 
world.  Under the RCI Exchange Program, a Holder deposits a Unit Week up to 24 
months in advance and requests an exchange to an RCI-affiliated resort.  Under 
this program a Holder may exchange Unit Weeks, whether or not the deposited 
Unit Week is used by another RCI member.

The RCI Exchange Program is not affiliated with the Company or any affiliate 
of the Company (other than through a contractual agreement, which expires on 
August 15, 2002).  The Company assumes no liability or responsibility to RCI's 
Exchange Program or performance.  RCI has informed the Company that all of the 
Unit Weeks will be considered "red" weeks under the terms of its RCI Exchange 
Program, the seasonal designation indicating greatest member demand, although 
it reserves the right to change the designation or adopt a new or different 
system of designation.

In October 1996 the Company filed its Form S-11 Registration Statement for the 
sale of Vacation Interests.

On October 17, 1997 the Registration Statement was declared effective by the 
Securities and Exchange Commission.

(b) Business of Issuer

The Company intends to be engaged solely in the business of owning a hotel 
located in Clearwater, Florida and managing the Vacation License Plan for 
holders of the Vacation Interests.

Each Vacation Interest has the right to eight Unit Weeks per year.  Each Unit 
Week will automatically be placed in the Rental Pool, unless upon 30 or more 
days written notice to the Company, a Holder may withdraw any or all of the 
Holder's allotted Unit Weeks from the Rental Pool.  Unless otherwise permitted 
by the Company, a Holder may only withdraw entire Unit Weeks from the Rental 
Pool.  Pursuant to the Rental  Pool, the Company will attempt to rent the 
suite to others on a daily or other basis, and the Holder will share pro rata 
(utilizing various rental pool allocations established in the License Plan 
from each Class of Vacation Interests) in the rentals of all Unit Weeks that 
are placed in the Rental Pool.  A Unit Week left in the Rental Pool will not 
be available for personal use, even if the Rental Pool earns little or no 
proceeds.

Under the License Plan, Holders of Vacation Interests who participate in the 
Rental Pool will receive income based upon ratios developed by the Company.  
The ratios are based upon the Company's assumed off-season nightly walk-in 
rate for each Class of suites and upon the actual number of Unit Weeks of each 
Class that are participating in the Rental Pool.  The assumed walk-in nightly 
rental rates represent the Company's estimate of approximate suite rental 
value rates for each Class of Interests and are the base for all Rental Pool 
allocations until December 31, 2040.  These rates, however, have been 
determined arbitrarily.  Because Holders may personally use the Vacation 
Interests or exchange them in RCI's Exchange Program rather than leaving them 
in the Rental Pool, actual participation rental percentages will vary each 
Unit Week.

The hotel business is highly competitive.  The hotel is in competition for 
guests with numerous other alternative sources of housing, including, but not 
limited to, a hotel owned by  an affiliate of the Company.  Many of these 
competitors may have greater resources than those of the Company or may be 
associated with individuals with broader experience than that of the 
management of the Company.  Additional hotel units may be built which may 
compete directly with, or offer greater amenities than, the Chart House Suites 
hotel.

The hotel is not dependent upon any single user or small groups of users for 
its operating success.  The loss of any one of or a small group of users would 
not have a material adverse effect.  The Company does not foresee any events 
or market trends which would have a materially adverse effect upon the hotel's 
revenues, but notes that revenue fluctuates with the seasons and the weather.

During 1998, the Company did not directly employ any individuals.  In order to 
effectively manage the personnel function of operating the hotel and to 
control the costs of compensation (including wages, worker's compensation, 
unemployment, payroll taxes, health care, and 401(k) profit sharing plans), 
the employees who work for the hotel are employed by Decade Properties, Inc.  
The costs of these employee services are reimbursed by the hotel based upon 
the records of such employees in performing such services multiplied by a rate 
established to cover overhead and expenses incurred to perform such duties.  
The hotel is managed by Decade Properties, Inc., an affiliate of the Company.  
Approximately 10 full and part-time employees work at the hotel.  Employees of 
Decade Properties, Inc. and affiliates perform the on-site management services 
required to operate and maintain the hotel and render management services to 
the Company including maintaining investor communications, compliance with tax 
laws and other governmental regulations, and cash management.
   
At the close of business on December 31, 1998, no Interests were issued or 
outstanding, but proceeds for one Interest were held in escrow.  The principal 
offices of the Company are located at 250 Patrick Blvd., Suite 140, 
Brookfield, Wisconsin, 53045-5864, telephone (414) 792-9200.

Item 2.  Description of  Property

(a) Location

The Chart House Suites hotel is located at 250 Bayway Boulevard on Clearwater 
Bay in the in Clearwater Beach area of Clearwater, Florida.  The Company has 
the escrowed contractual right to purchase the hotel.

The property is currently operated as a hotel.

(b) Investment policies

(1) Investments in real estate or interests in real estate.

The investment policy of the Company is to invest in the Chart House Suites 
hotel located in the Clearwater, Florida.  Although there is no restriction on 
the type of real estate in which the Company may invest, the Company intends 
to limit its real estate holdings to one hotel located in Clearwater, Florida.

The proposed method of financing the purchase of Charthouse is to borrow the 
funds needed to acquire the property from the seller of the hotel, an 
affiliate, and use the proceeds from the sale of Vacation Interests to repay 
such amount.

The Company is not prohibited from using either unsecured or secured 
financing.  The Company has complete discretion to finance or refinance its 
property, on a secured, or unsecured basis, at any time it determines that 
such financing or refinancing is advantageous to it.

There is no limitation on the number of mortgages which may be placed on the 
property, although any mortgage  will have to be subject to the terms of the 
existing License Plan.

There is no limitation on the percentage of assets which may be invested in 
any one investment, or type of investment.  The selection of investment 
properties is solely the reasonable discretion of the Company; a vote of the 
Interest Holders is not required.  Under appropriate circumstances the Company 
would consider the exchange and/or purchase of additional properties.

It is the Company's policy to acquire assets primarily for capital 
appreciation through increases in the value of the Company's real property 
assets.

(2)     Investments in real estate mortgages

The Company does not intend to invest in real estate mortgages.

(3)Securities of or interests in persons primarily engaged in real estate 
activities.

The Company does not intend to invest in any securities such as common stocks, 
interests in real estate investment trusts, or partnership interests.

(c) Description of Real Estate and Operating Data

The Company did not own any property as of December 31, 1998 or during the 
year then ended, but had the right to acquire the Chart House Suites hotel.

(1)The general character and location of the property to be acquired by the 
Company is described below.  The Chart House Suites hotel is a four-story 
hotel overlooking Clearwater Bay located in Gulf Beaches area of Clearwater, 
Florida and has been owned by Decade Properties, Inc., an affiliate of the 
Company, since 1992.  Attached to the Chart House Suites hotel grounds is a 
marina that is also owned by Decade Properties, Inc. and will continue to be 
owned by Decade Properties, Inc.  The Chart House Suites hotel contains on its 
grounds a heated in-ground 20 by 25 foot pool and laundry room facilities.  As 
described below, the hotel's location provides access to white sand public 
beaches, recreational facilities, restaurants, entertainment and shopping in 
Clearwater Beach.  The Tampa Bay, Florida airport is approximately 20 miles 
away, and St. Petersburg's airport is approximately 12 miles away.

     The Chart House Suites hotel is comprised of 25 rental units located in 
one four-story building containing approximately 20,000 enclosed square feet.  
The attached marina, which is not part of the License Plan, has 27 boat 
slips.  The building and most of its improvements were built in 1971 as a 
common area for a nearby condominium and then converted to a restaurant.  In 
1993, the building was converted to a hotel and was completely updated and 
remodeled.  The property is rectangular in shape, contains approximately .66 
acres and is located on the north side of Bayway Boulevard, Clearwater, 
Florida.  Each suite contains sleeping accommodations, private bathroom 
facilities and limited cooking facilities (varying in each unit).  The hotel 
has a parking lot with 46 spaces, which Holders may use at no additional 
charge.  Each suite comes equipped with locked doors, a bed or beds, 
hotel-like furniture, one or more bathrooms and one or more televisions, 
including access to cable television.

     (2)The Company does not yet hold title to the hotel and marina.  There 
are no mortgages, lines, or encumbrances against the property (except for the 
License Plan).

     (3)The Company does not lease any properties from others except has the 
right to the hotel through the escrow arrangement described below.

     There is a contract to purchase the Chart House Suites hotel and marina.  
As of  June 30, 1997, the Company orally entered into an agreement with Decade 
Properties, Inc. to acquire the Chart House Suites hotel, which was confirmed 
in writing on September 29, 1997.  Under the irrevocable terms of the written 
agreement, Charthouse will pay approximately $1,796,000 for the hotel, 
personal property and marina.  As provided in the License Plan, if the Company 
does not sell 76 Interests by October 1, 1999, it reserves the right to cancel 
the Interests and return the paid-in amount (less amounts for certain benefits 
received or used).  The Company and Decade Properties, Inc. have agreed to 
escrow the title until the sale of 76 Interest or October 1, 1999 unless the 
Offering is canceled.  Accordingly, the Company has contractual rights to 
acquire the Chart House Suites hotel, but will not complete the sale until 76 
Interests have been sold or until this requirement has been waived.

     The hotel units are generally rented on a day-to-day basis.  The rent for 
each hotel unit varies according to its size, amenities, and time of year.

     (4)The proposed budget for significant renovation and capital 
expenditures at the Chart House Suites hotel during calendar year 1999 is 
estimated to not exceed $32,000.  The budget includes new carpeting of units 
and hallways of $12,000, new furniture of $5,000, pool deck of $5,000, new 
window treatments of $5,000 and new bedspreads of $5,000.  All renovations are 
scheduled to be paid for by operating cash flow.

     (5)The Charthouse hotel is in competition for guests from similar 
properties in the vicinity.  The general competitive conditions to which the 
property is or may be subject are set forth below.

     The Clearwater Beach area of Clearwater, Florida contains numerous hotels 
and motels, with various size facilities and with a total of approximately 4,000
 rooms and suites.  The Company believes that room charges for the hotels in 
Clearwater Beach generally range from between $40 and $350 a night, although 
rates will vary depending upon season and demand.  National hotel chains, such 
as Sheraton, Hilton, Radisson and Holiday Inn, compete with the Chart House 
Suites hotel in Clearwater Beach.  The Company believes that the proximity of 
the marina offers competitive advantages, as boaters often stay at the Chart 
House Suites hotel.  Lengths of stay affect the results, and the Company 
strives to rent the penthouse (Class F Vacation Interests) for a minimum of 
two  nights.  The Company believes the Chart House Suites hotel competes with 
other rental accommodations on the bases of location, view and room quality, 
as well as rental rates.

     (6)In the opinion of management, the property is adequately covered by 
insurance.

     (7)With respect to the hotel the following additional information is 
provided:
<PAGE>(i)     Occupancy rate                   1998              1997
      Class A Studio                    67%               71%
     Class B Studio                    54%               63%
     Class C Studio                    64%               63%
     Class D Suite                     41%               38%
     Class E Suite                     59%               58%
     Class F Suite                    76%               80%
     All Classes                    60%               66%

(ii)     Tenant information

No user occupies ten percent or more of the rentable square footage of the 
property.  Each tenant occupies the property as temporary transient housing.  
The principal provisions of each use is essentially the same except for the 
negotiated amount of daily rent.  All rentals require the timely payment of 
rent by cash or credit card.

(iii) Principal business use

The property is used as a commercial hotel.  Other occupations or professions 
are not carried on in or from the building.

(iv)     Annual rental information

     The average effective annual rental income per studio/suite is as 
follows:
                              
                                        1998          1997
     All Studios/Suites                    $16,410     $18,300

(v)     Lease expirations  

All leases are scheduled to expire on a daily basis, except for the Class F 
Suite which often has a minimum stay requirement of two days.



(vi) Depreciation information

(A)     Federal tax basis

The federal tax basis for the property is set forth below:

                                        Accumulated      Tax
                                  Cost          Depreciation     Basis
                                        (in thousands)
Land                         $   425      $     0        $   425
Land Improvements                 56           17             39
Building                       1,218          159          1,059
Boat Dock                        176           43            133
Furniture & Equipment-hotel      208          147             61
Signs & Equipment-marina           1            0              1 
Total                        $ 2,084      $   366        $ 1,718

(B)     Rate

The applicable rate used for computing depreciation for financial statement 
purposes is 3.33% per year for buildings and improvements, and 20% per year 
for personal property.

(C)     Method

The applicable depreciation method used for computing depreciation for 
financial statement purposes is the straight line method.

(D)     Life claimed

The life used to depreciate assets for financial statement purposes is 30 
years for buildings and improvements and 5 years for personal property.

(vii) Real estate taxes

     Realty Tax Rate:          $22.7830 per $100          
     Annual Realty Taxes:     $28,759 (1) (2)     

(1)A discount of up to 4% (1% per month) is available for early payment of the 
tax due on March 31.

(2)Approximately 90.6% of the tax is allocable to the hotel, with 9.4% 
allocable to the marina.

Item 3.  Legal Proceedings

The Company is not subject to any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders 
  
No items were submitted to a vote of the security holders during the fourth 
quarter.

PART II

Item 5.  Market for Vacation Interests and Related Matters
         
a)  Market Information

There has not been an organized public trading market and it is not 
anticipated that a public market for Vacation Interests will develop.  

b)  Security Holders

As of February 28, 1999, there were no Vacation Interest holders of record.

c)  Dividends or Similar Distributions

During the last two years, there have not been any cash dividends declared.

It is intended to make quarterly cash distributions to all holders of Vacation 
Interests who elect to leave their Unit Weeks in the Charthouse Rental Pool 
(see Item 1.  Description of Business).
Item 6.  Management's Discussion and Analysis or Plan of Operation.

The financial statements included in Item 7 present the balance sheet of 
Charthouse Suites Vacation Ownership Inc. as of December 31, 1998 and present 
the statement of operating revenues and certain expenses of the Chart House 
Suites hotel for the years ended December 31, 1998 and 1997.

Results of Operations

Operating revenue for the hotel was $420,000 in 1998, compared to $474,000 for 
1997, a decrease of 11%.  The decrease was attributed to several factors 
including lower occupancy primarily from unseasonably colder weather in 
Florida compared to the prior year which has been attributed to the global 
disruption of weather caused by El Nino, to unseasonably warmer weather in the 
midwest area of the United States and in Canada which are major vacation 
feeder markets for the hotel, and to a decrease in Canadian tourists caused by 
the weakness of the Canadian dollar compared to the United States dollar.  
Operating revenue was also affected by the number of hotel studios and suites 
that were not available for rent because they were deposited with the RCI 
Exchange Program.  The decrease in telephone revenue of approximately $5,000 
was caused by the old billing software system which did not properly charge 
phone calls to the rooms for reimbursement.  The room reservation and 
accounting system has been replaced and higher telephone revenue is 
anticipated as a result of this change.

Total expenses were $295,000 for the 1998, compared to $303,000 for 1997, a 3% 
decrease.  The $8,000 decrease was primarily attributed to a $16,000 decrease 
in variable direct expenses, offset by higher repair and maintenance expenses 
including a new computer software reservation and accounting package.  In 
general, the variable expenses were decreased during the year in response to 
the lower occupancy percentage.

As a result of the foregoing, the net excess of operating revenues over 
certain expenses was $125,000 for 1998, compared to $171,000 for 1997.
The proposed ownership of a Vacation Interest entitles purchasers  to the 
right, subject to the terms and conditions of the License Plan, to rent or use 
the Chart House Suites hotel for eight weeks of each year until December 31, 
2040.  Holders are entitled to two consecutive weeks of time for each season 
(e.g. Spring, Summer, Fall and Winter).  All Unit Weeks (including those owned 
by the Company) will automatically be placed in the Rental Pool.  The Company 
will attempt to rent the Unit Weeks and will remit net rent proceeds, if any, 
to the Holder on a quarterly basis.  The Company is offering Vacation 
Interests that, in the aggregate, will provide the Holders the right to rental 
income from the Rental Pool, if any, or the right to use one of the 25 suites 
for 8 weeks out of every year.

Under the License Plan, Holders who participate in the Rental Pool will 
receive income based upon ratios based upon the Company's arbitrary off-season 
nightly walk-in rate for each Class of suite and upon the actual number of 
Unit Weeks for each Class that is participating in the Rental Pool.  Because 
Holders may personally use the Vacation Interests or exchange them in RCI's 
Exchange Program rather than leaving them in the Rental Pool, actual 
participation rental percentages will vary.  The actual percentage allocation 
among Classes of Interests will vary in relation to how many suites are 
actually placed into the Rental Pool each Unit Week.

If the Rental Pool had been operating during the two years presented herein, 
and if it is assumed that all studios and suites actually rented had been 
rented on behalf of the Rental Pool, then the net rental revenue would be 
derived as follows:

                                     1998      1997
Rental Income (Actual)               $410,252     $457,495

Less: Pro Forma Rental Fee (5%)      (20,513)      (22,875)

Pro Forma Net Rental Revenue          $389,739     $434,620

If all Unit Weeks remained in the Rental Pool during the years presented 
herein, and no Unit Weeks were used by Holders or were deposited with the RCI 
Exchange Program, then the allocation of the pro-forma net rental revenue 
among Classes would be derived as follows:
                                     1998       1997

Class A$ 68,633     $ 76,537
Class B  49,024       54,669
Class C            83,341       92,938  
Class D 117,657       131,206
Class E  42,487        47,380
Class F          28,597       31,890
Total Proforma Rental Revenue     $389,739     $434,620

Using the derived allocation of pro-forma net rental revenue by Class 
presented above, the proforma average of distributions from the Rental Pool 
per Unit Week would have been as follows:

                         1998       1997

Class A               $220     $245
Class B               $236     $263
Class C               $267     $298
Class D               $377     $421
Class E               $409     $456
Class F               $550     $613
All Units Weeks(Average)$300               $334

The annual dues per Unit Week for the Classes of Vacation Interests is set 
forth below for each period:

                            1998                1997
     
Class A               $190$190
Class B               $190$190
Class C               $205          $205
Class D               $285          $285
Class E               $305          $305          
Class F               $365          $365     
The proforma net revenue per Unit Week after consideration of annual dues is 
computed by subtracting the annual dues per Unit Week from the proforma 
average distributions from the rental pool to result in the following:

                    19981997

Class A               $ 30     $ 55
Class B               $ 46               $ 73
Class C               $ 62               $ 93
Class D               $ 92               $136
Class E               $104               $151
Class F               $185               $248

The following information sets forth the results of operations of the hotel by 
average Unit Week and by Class as if the Rental Pool were in existence.  This 
information is presented for potential Holders of the Unit Weeks who might 
elect to not participate in the Rental Pool and desire such information.

The average daily revenue for hotel studios and suites by Class for the 
comparative periods was:

Type of        1998           1997
Unit  Average   Average
Class A   $ 72     $ 68 
Class B        $ 76     $ 70 
Class C        $ 76     $ 73    
Class D        $108     $104   
Class E        $114     $114   
Class F   $118     $127   
All Classes (Average)   $ 87     $ 84

The average daily occupancy for hotel studios and suites by Class for the 
comparative periods was:




Type of Unit                    1998               1997
Class A                         67%               71%
Class B                         54%               63%
Class C                         64%               63%
Class D                         41%               38%
Class E                         59%               58%
Class F                         76%               80%

The 1998 occupancy levels presented have been adjusted to eliminate the effect 
of the hotel studios and suites that were not available for rent because they 
were deposited with the RCI Exchange Program pursuant to the RCI contract.

While there can be no assurances, management believes that the occupancy 
levels that will be achieved at the hotel will be significantly higher after 
all Vacation Interests are sold because the number of studios and suites 
available for rent will decrease as Holders elect to either use their Unit 
Weeks or to exchange the Unit Weeks in the RCI Exchange Program.  The 
following table presents the occupancy of the hotel by Class for the 
comparative annual periods as if 25% of each Class of Vacation Interest were 
occupied by Holders, and 75% were participating in the Rental Pool.

Type of Unit          Proforma Occupancy
                  1998     1997
Class A             92%                    96%
Class B             79%          88%
Class C             89%                    88%
Class D             66%                    73%
Class E             84%                    83%
Class F             100%               100%
All Classes        85%                    91%

Historical average monthly occupancy levels at the hotel for all units for 
each annual period were as follows:
<PAGE>Month          1998                    1997

January               54%                    63%
February               70%                    88%
March               72%                    85%
April               67%                    65%
May                    54%                    61%
June                    56%                    58%
July                    66%                    68%
August               59%                    57%
September               55%                    55%
October               44%                    45%
November               36%                    37%
December               39%                    40%

As a result of the previously described factors.  The average Unit Week 
operating revenue decreased $42 from $365 in 1997 to $323 in 1998.

The average daily rental unit revenue for occupied Studios/Suites increased $3 
from $84 in 1997 to $87 in 1998.

The average Unit Week expenses decreased $6 from $233 in 1997 to $227 in 
1998.  The decrease consisted of a $12 decrease in direct expenses, offset by 
a $6 increase in repair and maintenance expenses.

Average salary expenses per Unit Week of $101 was approximately the same as 
the preceding year.

Average Unit Week direct expenses per Unit Week decreased $12 from $117 in 
1997 to $105 in 1998.  The decrease is primarily attributed to a decrease in 
sales and marketing expenses in 1998 of $6; a decrease in administrative 
expenses of $4, and a decrease in water and sewer expenses of $2.

Repair and maintenance expenses increased $6 per Unit Week from $14 in 1997 to 
$20 in 1998.  The increase is primarily attributed to the purchase of a new 
computer software reservation and accounting package which was purchased 
during 1998 for $12,070.

As a result of the foregoing, the average Unit Week operating  revenues 
exceeded operating expenses by $96 in 1998 compared to $132 in 1997.

Liquidity

At December 31, 1998 there was $320 of cash and $5,680 of escrow deposits 
resulting in $6,000 of cash.  The Company does not have a credit line 
established to provide additional liquidity.  As described below, the Company 
believes it will meet its obligations in a timely manner.

On April 16, 1996, the Company's sole shareholder entered into a subscription 
agreement to purchase 100 shares of the Company's common stock for $1,000 per 
share or an aggregate subscription price of $100,000.  As of September 30, 
1998, the sole shareholder  has paid $10,000 of the subscribed amount.

Once operational, the Company expects to meet its short-term liquidity 
requirements generally through the cash provided by hotel rental operations.  
Payment of day-to-day operating expenses was provided by operating revenue 
collected and has not required the use of cash reserves.  Once Vacation 
Interests are sold, the future operating expenses of the hotel are anticipated 
to be met by the annual dues paid by the Holders of the Interests.  Once the 
Vacation Interests are sold, the future cash provided by hotel rental 
operations will be distributed each quarter to the Interest Holders who 
participate in the Rental Pool.

The Company has contractual rights to acquire the Chart House Suites hotel, 
personal property, and marina for $1,796,000.  The purchase is contingent upon 
the offering achieving the sale of 76 Vacation Interests before October 1, 
1999.  If fewer than 76 Vacation Interests are sold by October 1, 1999, the 
Company has the option to cancel the licenses and return to investors the 
entire subscription proceeds, reduced by certain payments or benefits 
received.  Accordingly, the purchase of the property will not be completed 
until 76 Vacation Interests have been sold or until this requirement has been 
waived.

The Chart House Suites hotel was not subject to any mortgage debt during both 
periods presented, although once the Company buys the hotel, it will owe 
approximately $1.8 million.   The Company expects to meet its long-term debt 
service requirements from the payments to be received from the holders of the 
Interests.

Other than the payments described above, there are no long-term material 
capital expenditures, obligations, or other demands or commitments that might 
impair the liquidity of the hotel.

Capital Resources

At December 31, 1998 no material commitments existed to make major capital 
expenditures, other than the purchase of the hotel.  Pursuant to the terms of 
the License Plan, Holders will be subject to special assessment for any 
capital expenditures, but will not be responsible for amounts arising from the 
purchase of the Chart House Suites hotel.

The Company is offering for sale 150 A, B, C, D, E, and F class Vacation 
Interests.  Purchasers of the Vacation Interests will have the right to use 
for two specific consecutive weeks of every spring, summer, fall and winter 
season until December 31, 2040, a hotel suite of a certain category in the 
Hotel.  Owners of the Vacation Interests do not acquire an ownership or equity 
interest in the Company, but pursuant to the License Plan will acquire a 
license right to utilize a suite in the Hotel.

The 150 Vacation Interests are vacation licenses issued pursuant to the 
License Plan.  Each class of Vacation Interests entitles a Holder to rental 
proceeds from the Rental Pool or, upon request, use of a corresponding Class 
of Unit Weeks in the Chart House Suites hotel.  In addition to the purchase 
price of the Vacation Interests, Holders will be required to pay annual dues 
and, if any, special assessments associated with the hotel operations.

Prospective Forward-Looking Information - Safe Harbor Statement Under the 
Private Securities Litigation Reform Act of 1995

Forward-looking statements in this report, including without limitation, 
statements relating to the Company's plans, strategies, objectives, 
expectations, intentions and adequacy of resources, are made pursuant to the 
safe harbor provisions of the Private Securities Litigation Reform Act of 
1995.  Investors are cautioned that such forwarded-looking statements involve 
risks and uncertainties including without limitation the following: (i) the 
Company's plans, strategies, objectives, expectations and intentions are 
subject to change at any time at the discretion of the Company; (ii) the 
Company's plans and results of operations will be affected by the Company's 
ability to manage its growth (iii) other risks and uncertainties indicated 
from time to time in the Company's filings with the Securities and Exchange 
Commission.

Information contained in this Annual Report on Form 10-KSB contains  
"forward-looking statements" within the meaning of the Private Securities 
Litigation Reform Act of 1995, which can be identified by the use of 
forward-looking terminology such as "may," "will," "expect, "anticipate," 
"estimate" or "continue" or the negative thereof or other variations thereon 
or comparable terminology.  There are number of important factors with respect 
to such forward looking statements, including certain risks and uncertainties, 
that could cause actual results to differ materially from those contemplated 
in such forward-looking statements.  Such factors, which could adversely 
effect the Company's ability to obtain these results, include, among other 
things, (i) the volume of transactions and prices for real estate in the real 
estate markets generally, (ii) a general or regional economic downturn which 
could create a recession in the real estate markets, (iii) the Company's debt 
level and its ability to make interest and principal payments, (iv) an 
increase in expenses related to new initiatives, investments in people and 
technology, and service improvements, (v) the success of the new initiatives 
and investments and (vi) other factors described elsewhere in this Annual 
Report including Year 2000 issues.

It is reasonably likely that historical financial information will not 
necessarily be indicative of future operating results.  To the extent that 
Unit Weeks are removed from the Rental Pool and used by Holders, there likely 
will be an increased future revenue per Unit Week available for rental because 
fewer rooms will be available for rental.

In addition, it is anticipated that the average daily collected revenue per 
Unit Week in the Rental Pool will increase over the historically reported 
collected revenue to the extent that owners of Interests removed their Units 
Weeks from the Rental Pool (this assumes that the public demand to rent hotel 
units remains constant).  With fewer hotel units available for rent each day, 
it would be more likely that a higher room rent could be charged for the 
inventory of hotel studios and suites available each day.  A lower supply of 
hotel studios and suites creates less pressure to discount room in order to 
obtain occupancy.

The historically reported financial information indicates a trend towards 
higher collected revenue for hotel studios and suites.  Management believes 
that this trend will continue from repeat customers and word-of-mouth 
advertising.

Environmental Matters

The Company and the hotel is subject to various laws and governmental 
regulations concerning environmental matters and employee safety and health in 
the United States.  U.S. federal environmental legislation having particular 
impact on the hotel includes the Toxic Substances Control Act; the Resources 
Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the 
Safe Drinking Water Act; and the Comprehensive Environmental Response, 
Compensation and Liability Act (also known as Superfund).  The Company and the 
Chart House Suites hotel are also subject to the Occupational Safety and 
Health Administration (OSHA) concerning employee safety and health matters.  
The United States Environmental Protection Agency (EPA), OSHA, and other 
federal agencies have the authority to promulgate regulations that have an 
impact on the hotel's operations.
In addition to these federal activities, various states have been delegated 
certain authority under the aforementioned federal statutes.  Many state and 
local governments have adopted environmental and employee safety and health 
laws and regulations, some of which are similar to federal requirements.  
State and federal authorities may seek fines and penalties for violation of 
these laws and regulations.

Management of the hotel is committed to a long-term environmental protection 
program that reduces emissions of hazardous materials into the environment, as 
well as to the remediation of identified existing environmental concerns.

The hotel did not have any expenditures in 1998 for environmental capital 
projects or for operation and maintenance of environmental protection 
facilities.  The Company estimates that during calendar years 1999 and 2000 no 
material amount will be spent on capital projects for environmental 
protection.

Management is not currently aware of any hidden or unapparent conditions of 
the property, subsoil or structural conditions which would render the Chart 
House Suites hotel more or less valuable.  Management is not currently aware 
of the existence of potentially hazardous materials used in the construction 
or maintenance of the buildings, such as the presence of urea-formaldehyde 
foam insulation, and/or the existence of toxic waste, which may or may not be 
present at the hotel.  Management is not currently aware of any groundwater 
contamination, underground methane gas or radon gas.  Management currently 
believes that the hotel does not produce air emissions or waste water of 
environmental concern.  Management is not currently aware of any underground 
storage tanks.  Management is not currently aware of any incidents of spills, 
dumping or discharges at the property/or the presence of hazardous substances.

Impact of Year 2000 Compliance

The Year 2000 Issue is the result of computer programs being written using two 
digits rather than four to define the applicable year.  Any of the computer 
programs or hardware used by the General Partner and affiliates that have 
date-sensitive software or embedded chips may recognize a date using "00" as 
the year 1900 rather than the year 2000.  This could result in  a system 
failure or miscalculations causing disruptions of operations, including, among 
other things, a temporary inability to process transactions, send invoices, or 
engage in similar normal business activities.  

Based on past assessments, Decade Properties Inc. ("DPI"), an affiliate of the 
Company, determined that it will be required to modify or replace significant 
portions of computer hardware and software that it uses on behalf of the hotel 
so that those systems will properly utilize dates beyond December 31, 1999.  
For this purpose, the term "computer hardware and software" includes systems 
that are commonly though of as IT systems, including accounting, data 
processing, and telephone/PBX systems, and other miscellaneous systems as well 
as systems that are not commonly thought of as IT systems, such as alarm 
systems, fax machines, or other miscellaneous systems. DPI presently believes 
that with modifications and replacement of existing hardware and software, the 
Year 2000 Issue can be mitigated.  However, if such modifications and 
replacements are not made, or are not completed timely, the Year 2000 Issue 
could have a material impact on the operations of the hotel.

DPI's plan to resolve the Year 2000 Issue involves the following four phases: 
assessment, remediation, testing, and implementation. Both IT and non-IT 
systems may contain imbedded technology, which complicates DPI's Year 2000 
identification, assessment, remediation, and testing efforts. To date DPI has 
fully completed its assessment of all systems that could be significantly 
affected by the Year 2000.  The completed assessment indicated that most of 
DPI's significant information technology systems could be affected, 
particularly general ledger, billing, and the room reservation software.  DPI 
has gathered information about the Year 2000 compliance status of its 
significant suppliers and continues to monitor their compliance.

For its information technology exposures, to date DPI is 90% complete on the 
remediation phase and expects to complete software reprogramming and 
replacement no later than July  1, 1999.  Once software is reprogrammed and 
replaced for a system, DPI begins testing and implementation.  These phases 
run concurrently for different systems.  To date, DPI has completed 70% of its 
testing and has implemented 50% of its remediated systems.  Completion of the 
testing phase for all significant systems is expected by August 31, 1999, with 
all remediated systems fully tested and implemented by September 30, 1999.

The DPI's account payable system does not interface directly with third party 
vendors and management does not anticipate problems with third party vendors.

DPI has queried its important suppliers that do not share information systems 
with DPI (external agents).  To date, DPI is not aware of any Year 2000 issue 
that would materially impact the hotel's results of operations, liquidity, or 
capital resources.  However, DPI has no means of ensuring that external agents 
will be Year 2000 ready.  The inability of external agents to complete their 
Year 2000 resolution process in a timely fashion could materially impact the 
hotel's operation.  The effect of non-compliance by external agents is not 
determinable.

DPI will utilize both internal and external resources to reprogram, or 
replace, test, and implement the software and operating equipment for Year 
2000 modifications.  The hotel's share of the total cost of the Year 2000 
project is estimated at $15,000 and is being funded through operating cash 
flows.  To date, the hotel has incurred and expensed approximately $12,000, 
related to all phases of the Year 2000 project.  The total remaining project 
costs of approximately $3,000 relates to repair of hardware and software and 
will be expensed as incurred.

The plans to complete the Year 2000 modifications are based on the DPI's 
current estimates, which were derived utilizing numerous assumptions of future 
events including the continued availability of certain resources, and other 
factors.  Estimates on the status of completion and the expected completion 
dates are based on costs incurred to date compared to total expected costs.  
However, there can be no guarantee that these estimates will be achieved and 
actual results could differ materially form those plans.  Specific factors 
that might cause such material differences include, but are not limited to, 
the availability and cost of personnel trained in this area, the ability to 
locate and correct all relevant computer codes, and similar uncertainties.

The information above contains forward-looking statements including, without 
limitation, statements relating to the Company's plans, strategies, 
objectives, expectations, intentions, and adequate resources that are made 
pursuant to the "safe harbor" provisions of the Private Securities Litigation 
Reform Act of 1995.  Readers are cautioned that forward-looking statements 
about the Year 2000 should be read in conjunction with the Company's 
disclosures under the heading: Safe Harbor Statement Under the Private 
Securities Litigation Reform Act of 1995.

Impact of Inflation

Although inflation has slowed in recent years, it is still a factor in the 
economy and the Company continues to seek ways to mitigate its impact.  To the 
extent permitted by competition, in general, the hotel passes increased costs 
on by increasing asking hotel rates over time.

Management believes that the ability to increase rental rates on hotel units 
should offset any adverse effects from inflation on the hotel's cost of 
operation.

Operating revenue reported on the hotel's financial statements decreased last 
year from $457,000 in 1997 to $410,000 in 1998.  The decrease is attributed a 
decline in occupancy rather than a decrease in rental rates.

Inflation had no material effect on the results of operations in 1998 and 
1997.


Item 7.  Financial Statements

The report of independent auditors and balance sheet as of December 31, 1998 
of Charthouse Suites Vacation Ownership, Inc. are submitted in a separate 
section of this report, and is incorporated by reference herein.

The report of independent auditors and statement of operating revenues and 
certain expenses for the years ended December 31, 1998 and 1997 of the Chart 
House Suites hotel are submitted in a separate section of this report, and is 
incorporated by reference herein.

Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure

There have been no disagreements with Virchow Krause & Company LLP, the 
Company's independent auditors, on any matter of accounting principles or 
practices, financial statement disclosure, or auditing scope or procedure.

Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; 
Compliance with Section 16(a) of the Exchange Act

(a)     Directors and Executive Officers.

The names, ages and business experience of the officers of the Company are as 
follows:

Mr. Jeffrey Keierleber (age 45), is the President and sole Director of the 
Company.  Mr. Keierleber is a shareholder, officer, and director of a number 
of privately held and affiliated corporations since 1980.

Mr. Michael G. Sweet (age 49), is a Certified Public Accountant and is 
Secretary of the Company.  He has served as the Controller of Decade Companies 
and Partnership Manager of the Decade-sponsored partnerships since 1982, and 
as an officer and/or director of various privately held and affiliated 
entities since 1988.

(b)     Significant employees.

The names, ages and business experience of significant employees of the 
General Partner and its affiliates are as follows: 

Mr. Steven Cooper (age 54), is a Certified Property Manager and has served as 
Vice-President of Decade Properties, Inc. since 1989.

Mr. Joseph Lawlor (age 34), has served as the General Manager of Chart House 
Suites and marina in Clearwater, Florida and at the Holiday Inn Harbourside 
(also owned by an affiliate of Jeffrey Keierleber) in Indian Rocks Beach, 
Florida since 1995.

R. Wayne Shaw (age 51), has served as Regional Manager of Florida properties 
for Decade Properties, Inc. since 1988.

(c)     Family relationships.

There is no family relationship between any of the foregoing individuals.

(d) Involvement in certain legal proceedings.  None.

(e) Compliance with Section 16(a) of the Exchange Act

The Vacation Interests are not subject to Section 16.

Item 10.  Executive Compensation

(a) Cash compensation.

None of the Company's officers or directors receive any  compensation from the 
Company.  They are compensated by Decade Properties, Inc. and affiliates.  
They will devote such time to Company matters as necessary (estimated at not 
more than 10% of their time), but will also be engaged in a variety of other 
real estate projects and businesses.

(b)Summary Compensation Table: N/A.

No cash or non-cash compensation has been paid or distributed during the last 
fiscal year.

(c)     Option/SAR Grants Table:  No options or stock appreciation rights have 
been granted.

(d)     Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value 
Table: No options or stock appreciation rights have been granted.

(e)     Long-Term Incentive Plan Awards Table: None.

     (f)     Compensation of Directors:  None.

(g)     Employment contracts and termination of employment and 
change-in-control arrangements:  None.

(h) Report on repricing of options/SAR's:  None.

Affiliates of the Company may earn fees as described herein in the Description 
of Business (Item 1) and Certain Relationships and Related Transactions (Item 
12).

Item 11.  Security  Ownership and  Certain Beneficial Owners and Management

(a) Security ownership of certain beneficial owners.

Persons who are the beneficial owners of more than five percent of the voting 
securities as of March 30, 1999 are:
<PAGE>     (1)             (2)             (3)                (4)
                                                                 
Title of Class    Name and          Amount and     Percent of Class
                 Address of        Nature of
                 Beneficial        Beneficial
                 Owner             Owner                          

Common Stock  Jeffrey Keierleber      100               100%
              240 Bayside Drive
              Clearwater, FL 34630

(b)      Security ownership of management: See response to item (a).

(c) Changes in control.  None.

Item 12.  Certain Relationships and Related Transactions

Affiliates of the Company will provide management and consulting services to 
the Company including the rental services pursuant to agreements with the 
Company.

Decade Properties, Inc. will sell the hotel to the Company and be employed by 
the Company to provide property management services to the hotel.  Effective 
upon the purchase of the hotel, Decade Properties will manage the hotel until 
December 31, 2040, for a fee of $2,500 per month (such fee to increase by the 
CPI index increase) plus reimbursement of defined expenses.  The property 
management agreement provides for a payment to Decade Properties equal to the 
present value (using an 8% discount rate) of the remaining future payments to 
be received in the event Decade Properties is removed, in part or whole, as 
the property manager.

Holders of the Interests may utilize the Company's rental services if they do 
not want to or cannot use one or more of their allotted weeks of each year.  
Decade Properties will provide rental services for a fee equal to 5% of the 
rental revenue.  Interest holders may also seek to have Decade Properties 
enter into individual property management agreements.

DPI Construction & Engineering Corp. ("DPIC&E"), an affiliate of the Company, 
is engaged in the general contracting business.  The Company may enter into 
agreements with DPIC&E whereby DPIC&E will provide services in connection with 
renovation and remodeling work on the hotel.

Decade Properties and affiliates will be reimbursed for the actual cost of 
goods and materials used by or for the Company, including the following 
general functions of the Company: Company operations, Company accounting, 
investor communications, investor documentation, legal services, tax services, 
computer services, risk management, Company organizational and offering 
expenses, and any other related operational and administrative expenses 
necessary for the organization and operation of the Company.

Item 13.  Exhibits and Reports on Form 8-K

(a)     Exhibits and Index of Exhibits and
(b)     Description of Exhibits

                                   Description         

     Exhibit 3     Articles of Incorporation and By-laws.     

3.1Specimen of Certificates for Interests (not applicable).

               3.2Charthouse Suites Vacation Ownership, Inc. Articles of 
Incorporation (previously filed with Form S-11 Registration Statement on 
October 7, 1996).

               3.3Charthouse Suites Vacation Ownership, Inc. By-laws 
(previously filed with Form S-11 Registration Statement on October 7, 1996).

     Exhibit 4Instruments defining the rights of holders, including indentures
               4.1Subscription and Purchase Agreement (previously filed with 
Post-effective Amendment No. 3 to Form S-11 Registration Statement on December 
14, 1998).

               4.2Form of License Plan (previously filed with Post-effective 
Amendment No. 3 to Form S-11 Registration Statement on December 14, 1998).

               4.3Rules and Regulations for Chart House Suites Hotel 
(previously filed with Post-Effective Amendment No. 3 to Form S-11 
Registration Statement on December 14, 1998).

               4.4Time Share Public Offering Statement (previously filed with 
Post-Effective Amendment No. 3 to Form S-11 Registration Statement on December 
14, 1998).

     Exhibit 10     Forms of Material Contracts 

               10.1Property Management Agreement (previously filed with 
Amendment No. 2 to Form S-11 Registration Statement dated August 1, 1997).

               10.2Form of Non-Disturbance and Notice to Creditors (previously 
filed with Amendment No. 3 to Form S-11 Registration Statement dated September 
12, 1997).

               10.3Form of Guaranteed Rental Arrangement Agreement (previously 
filed with Amendment No. 2 to Form S-11 Registration Statement dated August  
1, 1997).

               10.4RCI Agreement (previously filed with Amendment No. 2 to 
Form S-11 Registration Statement dated August 1, 1997).

               10.5Schedule of Weeks (attached as an Annex) (previously filed 
with Form S-11 Registration Statement filed dated October 7, 1996.

               10.6Escrow Agreement between William Atkinson and Charthouse 
Suites Vacation Ownership, Inc. (previously filed with Amendment No. 2 to Form 
S-11 Registration Statement dated August 1, 1997).

               10.7Form of Non-Exclusive Easement (previously filed with Form 
S-11 Registration Statement dated October 7, 1996).

               10.8Form of Private Letter Ruling Request (previously filed 
with Amendment No. 1 to Form S-11 Registration Statement dated January 31, 
1997).

               10.9Form of Revised IRS Private Letter Ruling Request, dated 
July 16, 1997 (previously filed with Form S-11 Amendment No. 2 to Registration 
Statement dated August 1, 1997).

               10.10Real Estate Sales and Purchase Agreement (previously filed 
with Amendment No. 4 to Form S-11 Registration Statement dated September 30, 
1997).

               10.11Personal Property Purchase and Subscription Agreement 
(previously filed with Amendment No. 4 to Form S-11 Registration Statement 
dated September 30, 1997).

               10.12Escrow Agreement (previously filed with Amendment No. 4 to 
Form S-11 Registration Statement dated September 30, 1997).

               10.13Quit Claim Deed (previously filed with Amendment No. 4 to 
Form S-11 Registration Statement dated September 30, 1997).

               10.14Form of Letter Withdrawing IRS Private Letter Ruling 
Request, dated September 9, 1997 (previously filed with Amendment No. 3 to 
Form S-11 Registration Statement dated September 12, 1997).

               10.15Ernst & Young LLP letter dated October 3, 1997 (previously 
filed with Amendment No. 5 to Form S-11 Registration Statement dated October 
16, 1997).

               10.16Artistic Renderings (attached as an Annex) (previously 
filed with Amendment No. 5 to Form S-11 Registration Statement dated October 
16, 1997).

     Exhibit 27Financial Data Schedule (filed herewith) *

     * copy available to Interest Holders upon request.

(c)     Financial Data Schedule.
A Financial Data Schedule was submitted in the electronic format prescribed by 
the EDGAR Filer Manual setting forth the financial information specified in 
the applicable table in the Appendixes to this item.

(d)Reports on Form 8-K filed in the fourth quarter of 1998.  None.

<PAGE>SIGNATURES

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, thereunto duly authorized.

                   Charthouse Suites Vacation Ownership, Inc.     
                                     (Registrant)

March 31, 1999 By /s/ Jeffrey L. Keierleber                              
DatedJeffrey L. Keierleber, President, Sole Director, Principal Officer, and 
Principal Financial and Accounting 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 and on the dates indicated.

March 31,1999  By/s/ Jeffrey L. Keierleber                             
DatedJeffrey L. Keierleber, President, Sole Director, Principal Officer, and 
Principal Financial and Accounting Officer <PAGE>
ANNUAL REPORT ON FORM 10-KSB

ITEM 7

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1998

CHARTHOUSE SUITES VACATION OWNERSHIP INC. 

BROOKFIELD, WISCONSIN

AND

CHART HOUSE SUITES

CLEARWATER, FLORIDA