U.S. SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.   20549

                           Form 10-KSB/A
(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 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.

                   ANNUAL REPORT ON FORM 10-KSB

                              INDEX

                   YEAR ENDED DECEMBER 31, 1997

            CHARTHOUSE SUITES VACATION OWNERSHIP INC.
                      BROOKFIELD, WISCONSIN


Part I                                            Item    Page

Description of Business                              1      3    

Description of Property                              2      6 

Legal Proceedings                                    3     11

Submission of Matters to a Vote of Security Holders  4     11

Part II

Market for Limited Partnership
Interests and Related Partner Matters                5     11

Management's Discussion and Analysis or Plan
of Operations                                        6     12  

Financial Statements                                 7     19 

Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure                  8     19 

Part III

Directors, Executive Officers, Promoters and         9     19  
Control Persons; Compliance with Section 16(a)
of the Exchange Act

Executive Compensation                              10     20

Security Ownership and Certain Beneficial Owners and
Management                                          11     21

Certain Relationships and Related Transactions      12     22

Exhibits and Reports on Form 8-K                    13     22

Signatures                                                 25

Audited Financial Statements                               26

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.  The
Vacation Interests are registered for sale to the public.

Each Vacation Interest has the right to eight Unit Weeks per
year.  Each Unit Week will automatically be placed in the Rental
Pool, but upon 30 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. 
Under 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 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 fixed 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
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 1997, 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, anc cash management.

At the close of business on December 31, 1997, no Interests were
issued or outstanding.

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
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 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, 1997 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.  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 from room).  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.

(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 31, 1998, 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 31, 1998 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.  If the Agreement is
breached, the Florida Time Share Bureau will have the power to
enforce the terms of the Agreement.

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)  There is no proposed program for significant renovation,
improvement or development of the Chart House Suites hotel during
1997.  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 and Marriott, 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:

(i)  Occupancy rate               1997           1996
     Class A Studio                71%            79%
     Class B Studio                63%            69%
     Class C Studio                63%            69%
     Class D Suite                 38%            46%
     Class E Suite                 58%            61%
     Class F Suite                 80%            91%

(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:

                                        1997      1996
     All Studios/Suites                  18,300    18,610

(v)  Lease expirations  

All leases are scheduled to expire on a daily basis.

(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           14             42
Building                       1,218          128          1,090
Boat Dock                        175           31            143
Furniture & Equipment-hotel      194          124             70
Signs & Equipment-marina           1            0              1 
Total                        $ 2,069      $   298        $ 1,771

(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) Realty taxes

     Realty Tax Rate:         $22.8256 per $100
     Annual Realty Taxes:     $29,151 (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 90.7% of the tax is allocable to the hotel,
with 9.3% 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 Limited Partnership Interests and Related
Partner 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, 1998, 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 as of December 31, 1997 and present the results of hotel
operations for the two years ended December 31, 1997 and 1996.

Results of Operations

The average Unit Week operating revenue decreased $5 from $370 in
1996 to $365 in 1997.  The decrease was attributable to several
factors including lower occupancy experienced from August through
December 1997 resulting primarily from Unit Weeks that were
exchanged to RCI, to 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 in the Midwest area of the United States and in Canada
which are major vacation feeder markets, and to a decrease in
Canadian tourists caused by the weakness of the Canadian dollar
compared to the United States dollar.

The average daily rental unit revenue for occupied Studios/Suites
increased $7 from $77 in 1996 to $84 in 1997.

The average Unit Week expenses increased $9 from $224 in 1996 to
$233 in 1997.  Approximately $7 of this increase was due to the
average salary expenses per Unit Week, which increased from $95
in 1996 to $102 in 1997.  The housekeeping staff, certain front
desk expenses and management fees are variable expenses.  The
profile of the hotel guest also directly impacts expenses and the
level of services required to be provided.  Some of the 1997
increase salary costs are attributable to higher costs incurred
recruiting and retaining qualified line level employees due to
lower unemployment levels in the area.

Average Unit Week direct expenses per Unit Week decreased $2 from
$120 in 1996 to $118 in 1997.

Repair and maintenance expenses increased $4 per Unit Week from
$10 in 1996 to $14 in 1997.  The increase is primarily
attributable to new furniture and equipment.

As a result of the foregoing, the average Unit Week operating 
revenues exceeded operating expenses by $132 in 1997 compared to
$146 in 1996.

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

Type of              1997                          1996
Unit         Low    Average    High        Low    Average    High

Class A       45      68        119         44       63       100
Class B       45      70        119         45       68       100
Class C       50      73        119         45       64       115
Class D       57      104       165         50       96       155
Class E       59      114       165         55       117      155
Class F*      73      127       250         68       88       200
All Classes           84                             77
(Average)

* Primarily rented on a monthly basis.

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

Type of Unit                  1997           1996

Class A                       71%            77%
Class B                       63%            69%
Class C                       63%            69%
Class D                       38%            45%
Class E                       58%            61%
Class F                       80%            91%

The average daily revenue collected for occupied studios and
suites fluctuates throughout the year.  The range of the average
daily revenue by class of rental unit by week fluctuated as
follows:

Type of Unit                  1997           1996

Class A                        57-92          51-79
Class B                        61-89          55-96
Class C                        63-89          56-75
Class D                        76-126         73-113
Class E                        81-134         105-128
Class F                        73-176         68-143
All Classes (Average)          69-105         67-95

The average monthly occupancy range for each class of hotel
rental unit was:

Type of Unit                  1997           1996

Class A                       63-93%         66-92%
Class B                       41-92%         49-94%
Class C                       49-92%         51-95%
Class D                       13-75%         14-91%
Class E                       23-84%         30-95%
Class F                       27-100%        58-100%

The difference in occupancy levels is primarily related to
seasonal fluctuations.  In addition a total of six weeks (42
rental days) were provided during 1997 to RCI as a condition of
the Resort Affiliation Agreement.  The loss of rental revenue
attributable to providing these rental days directly affects the
hotel revenue collected and the occupancy of the hotel for 1997.

Historical average monthly occupancy levels at the Chart House
Suites hotel were as follows:

Month               1997                1996

January             63%                 53%
February            88%                 90%
March               85%                 90%
April               65%                 74%
May                 61%                 66%
June                58%                 72%
July                68%                 66%
August              57%                 61%
September           55%                 63%
October             45%                 54%
November            37%                 54%
December            40%                 52%

There are certain events that could cause the reported financial
information to not be indicative of future operating results or
future financial condition, as follows:

Liquidity

At December 31, 1997 there was $923 of cash and $5,680 of escrow
deposits resulting in $6,603 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 December 31, 1997, the sole shareholder
has paid $10,000 of the subscribed amount.

Cash flow of $171,000 was generated by operating activities
during 1997 to provide liquidity.

On a short-term basis, rental operations are expected to provide
a stream of cash flow to fund quarterly cash distributions to the
Interest Holders who participate in the rental pool.  Payment of
day-to-day operating expenses is provided by cash flow from
operations and does not require the use of cash reserves.

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 debt service
payments will be covered by payments for the Interests.  Day-to-
day operating expenses were paid from operating revenue
collected.  Future operating expenses of the hotel are
anticipated to be met by the annual dues paid by 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, 1997 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

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
Partnership'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 Partnership'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.

It is reasonably likely that historical financial information
will bot 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 that a
trend towards higher collected revenue for hotel studios and
suites and a trend towards higher occupancy.  Management believes
that these trends will continue from repeat customers and word-
of-mouth advertising.

Environmental Matters

The Company and the hotel results are 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 1997 for environmental
capital projects or for operation and maintenance of
environmental protection facilities.  The Company estimates that
during 1998 and 1999 no material amount will be spent on capital
projects for environmental protection.

Management is not 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 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 aware of any groundwater contamination,
underground methane gas or radon gas.  Management believes that
the hotel does not produce air emissions or waste water of
environmental concern.  Management is not aware of any
underground storage tanks.  Management is not aware of any
incidents of spills, dumping or discharges at the property/or the
presence of hazardous substances.

Impact of Year 2000

Some of the older computer programs used by the Company and
affiliates were written using two digits rather than four to
define the applicable year.  As a result, those computer programs
have time-sensitive software that recognize a date using "00" as
the year 1900 rather than the year 2000.  This could cause 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.  This is commonly known as the "Year
2000 Problem."

The Company and affiliates are taking steps that they believe are
reasonably designed to address the Year 2000 problem with respect
to computer systems that they use.  The Company will have to
modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year
2000 and thereafter.  The total Year 2000 project cost is
estimated to be immaterial including the purchase of new software
that will be either capitalized or expensed as incurred.  To
date, the Company has not incurred and expensed any amounts for
assessment of the Year 2000 issue and the development of a
modification plan and purchase of new software.

The project is estimated to be completed not later than June 30,
1999, which is prior to any anticipated impact on its operating
systems.  The Company believes that with modifications to
existing software and conversions to new software, the Year 2000
Problem will not pose significant operational problems for its
computer systems.

The costs of the project and the date on which the Company
believes it will complete the Year 2000 modifications are based
on management's best estimates, which were derived utilizing
numerous assumptions of future events, including the continued
availability of certain resources and other factors.  However,
there can be no guarantee that these estimates will be achieved
and actual results could differ materially from those
anticipated.   Specific factors that might cause such material
differences include, but are not limited tom the availability and
cost of personnel trained in this area, the ability to locate and
correct all relevant computer codes, and similar uncertainties.

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
were relatively even in the last two years from $465,000 in 1996
to $457,000 in 1997.

Inflation had no material effect on the results of operations in
1997 and 1996.

Item 7.  Financial Statements

The report of independent auditors and balance sheet as of
December 31, 1997 of Charthouse Suites Vacation Ownership, Inc.
are submitted in a separate section of this report.

The report of independent auditors and statement of operating
revenues and certain expenses for the years ended December 31,
1997 and 1996 of the Chart House Suites hotel are submitted in a
separate section of this report.

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 44), is the President and sole
Director of the Company.  Mr. Keierleber is a shareholder,
officer, and director of a number of affiliated corporations
since 1980.

Mr. Michael G. Sweet (age 48), 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 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 53), is a Certified Property Manager and
has served as Vice-President of Decade Properties, Inc. since
1989.

Mr. Joseph Lawlor (age 33), 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 50), 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.

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 20, 1998 are:

     (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 on the first of each year beginning January 1, 1998)
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.

3.1 Specimen of Certificates for Interests (not applicable).

3.2 Charthouse Suites Vacation Ownership, Inc. Articles of
Incorporation previously filed with Registration Statement on
October 7, 1996.

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

Exhibit 10     Forms of Material Contracts 

10.1 Property Management Agreement previously filed with
Amendment No. 2 to Registration Statement on August 1, 1997.

10.2 Form of Non-Disturbance and Notice to Creditors previously
filed with Amendment No. 3 to Registration Statement on September
12, 1997.

10.3 Form of Guaranteed Rental Arrangement Agreement previously
filed with Amendment No. 2 to Registration Statement on August 
1, 1997.

10.4 RCI Agreement previously filed with Amendment No. 2 to
Registration Statement on August 1, 1997.

10.5 Schedule of Weeks (attached as an Annex) previously filed
with Registration Statement on October 7, 1996.

10.6 Escrow Agreement between William Atkinson and Charthouse
Suites Vacation Ownership, Inc. previously filed with Amendment
No. 2 to Registration Statement on August 1, 1997.

10.7 Form of Non-Exclusive Easement previously filed with
Registration Statement on October 7, 1996.

10.8 Form of Private Letter Ruling Request previously filed with
Amendment No. 1 to Registration Statement on January 31, 1997.

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

10.10 Real Estate Sales and Purchase Agreement previously filed
with Amendment No. 4 to Registration Statement on September 30,
1997.

10.11 Personal Property Purchase and Subscription Agreement
previously filed with Amendment No. 4 to Registration Statement
on September 30, 1997.

10.12 Escrow Agreement previously filed with Amendment No. 4 to
Registration Statement on September 30, 1997.

10.13 Quit Claim Deed previously filed with Amendment No. 4 to
Registration Statement on September 30, 1997.

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

10.15 Ernst & Young LLP letter dated October 3, 1997 previously
filed with Amendment No. 5 to Registration Statement on October
16, 1997.

10.16 Artistic Renderings (attached as an Annex) previously filed
with Amendment No. 5 to Registration Statement on October 16,
1997.

Exhibit 27 Financial 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 1997. 
     None.

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)

December 12, 1998 By/s/ Jeffrey L. Keierleber
                    Dated     Jeffrey 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.

December 12, 1998  By/s/ Jeffrey L. Keierleber
                    Dated     Jeffrey L. Keierleber, President, Sole Director,
               Principal Officer, and Principal Financial and
               Accounting Officer 

                   ANNUAL REPORT ON FORM 10-KSB

                              ITEM 7

                       FINANCIAL STATEMENTS

                   YEAR ENDED DECEMBER 31, 1997

            CHARTHOUSE SUITES VACATION OWNERSHIP INC. 

                      BROOKFIELD, WISCONSIN

                               AND

                        CHART HOUSE SUITES

                       CLEARWATER, FLORIDA

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