U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
OF 1934

     For the quarterly period ended March 31, 1999.

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from                  to                    

Commission file number 333-13571.

CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
(Exact name of small business issuer as specified in its charter)

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

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

                             (414) 792-9200                           
(Issuer's telephone number)


Former name, former address and former fiscal year, if changed since last 
report)

Check whether the issuer (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       .

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of 
securities under a plan confirmed by court.  Yes       No      .

APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date: 100 .

Transitional Small Business Disclosure Format (check one): Yes     No   X   .


CHARTHOUSE SUITES VACATION OWNERSHIP, INC.

Form 10-QSB

INDEX

March 31, 1999

PART I. FINANCIAL INFORMATION                                   Page

Item 1.Financial Statements (unaudited)                                      
Balance Sheet at March 31, 1999.               3

Notes to Financial Statements.                    4

Supplemental Schedule of Operating Revenues
          and Certain Expenses of Chart House Suites Hotel
          for the three month periods ended 
          March 31, 1999 and 1998.                           5

Item 2. Management's Discussion and Analysis or Plan
     of Operation                 6

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                 14

Item 6. Exhibits and Reports on Form 8-K.                 14

SIGNATURES                                                 15<PAGE>
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CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
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BALANCE SHEET 
                                        
March 31, 1999
(unaudited)

                                                                                
          
          ASSETS 
        
CURRENT ASSETS:
Cash                                             $         320           
Escrow deposits                                     16,994           
Prepaid expenses                                     12,450           
Total Assets                                   $      29,764           
 

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Deferred revenue - unit maintenance          $       4,167
Deferred revenue - unit sales                           15,597
Total Liabilities                                     19,764 
   

SHAREHOLDER'S EQUITY:  
Common stock, par value $.01 per share, 
 authorized 10,000 shares, issued 100 shares              1
Paid-in-capital                                      99,999
                                                   100,000
Less: Stock subscription receivable                (90,000)
Total Shareholder's Equity                           10,000

Total Liabilities and Shareholder's Equity     $      29,764
          


  






See Notes to Financial Statements



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CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
March 31, 1999

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Note A--Basis of Presentation     

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-QSB and Article 10 of 
Regulation S-X. Accordingly, they do not include all of the information and 
footnotes required by generally accepted accounting principles for complete 
financial statements. In the opinion of management, all adjustments 
(consisting of normal recurring accruals) considered necessary for a fair 
presentation have been included. Charthouse Suites Vacation Ownership, Inc. 
(the "Company") is in its offering stage and has not had any operations to 
date.  Accordingly, statements of operations and statements of cash flows have 
been omitted from the financial statements.  Operating results of the hotel, 
which the Company intends to purchase, for the three month period ended March 
31, 1999 are presented as supplemental financial information, but are not 
necessarily indicative of the results that may be  expected for the year ended 
December 31, 1999 because of the seasonal nature of the hotel operations.  For 
further information, refer to the financial statements and footnotes thereto 
included in the Company's annual report on Form 10-KSB for the year ended 
December 31, 1998.
<PAGE>SUPPLEMENTAL SCHEDULE OF OPERATING REVENUES AND CERTAIN EXPENSES
of Chart House Suites Hotel
               
OPERATING REVENUES             1999      1998       

Total rental income          $135,934      $152,578     

Total other income             2,741         2,523     

Total Operating Revenues      138,675       155,101     

CERTAIN EXPENSES

Salaries

Salaries                      25,273        24,528     
Payroll taxes-included above -0-           -0-     
Management fee                  7,500         7,500     

Total Salaries                 32,773        32,028 

Direct Expenses

Sales and marketing             4,664         5,338
Utilities                             7,852      8,159
Real estate tax             7,500         7,500
Other direct expenses     23,184        21,159 

Total Direct Expenses       43,200     42,156 

Repair and Maintenance Expenses

Total Repair and
  Maintenance Expenses       12,894      1,575 

Total Certain Expenses            88,867     75,759 

EXCESS OF OPERATING REVENUES
OVER CERTAIN EXPENSES     $ 49,808   $ 79,342 
<PAGE>Item 2. Management's Discussion and Analysis or Plan of Operation

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 financial information on the operations of the hotel are 
included in this report as a supplementary schedule.

The financial statements included herein present the balance sheet  of 
Charthouse Suites Vacation Ownership, Inc. as of March 31, 1999 and a separate 
schedule presents the results of hotel operations for the comparative quarterly 
periods ended March 31, 1999 and 1998.

Forward-Looking Information

Certain statements made in this report may constitute "forward-looking 
statements" within the meaning of the Private Securities Litigation Reform Act 
of 1995 (the "Reform Act").  Such forward-looking statements involve known and 
unknown risks, uncertainties  and other factors which may cause the actual 
results, performance or achievements of the Company to be materially different 
from any future results, performance or achievements expressed or implied by 
such forward-looking statements.  Such factors include, among others, the 
following: general economic and business conditions, which will, among other 
things, affect demand for hotel space and market rents, availability of 
prospective customers, the terms and availability of financing; adverse 
changes in the real estate markets including, among other things, competition 
with other companies and technology; risks of real estate development and 
acquisition; governmental actions and initiatives; and environmental/safety 
requirements.  Readers are cautioned not to place undue reliance on these 
forward-looking statements, which speak only as of the date hereof.  The 
Company undertakes no obligation to publicly release any revisions to these 
forward-looking statements, which may be made to reflect events or 
circumstances after the date hereof or to reflect the occurrence of 
unanticipated events.




Results of Operations 

Operating revenue for the hotel was $139,000 in the quarter ended March 31, 
1999, compared to $155,000 for the same period of 1998, a decrease of 10%.  
This $16,000 decrease is attributed primarily to an unseasonably cold January 
1999 which had an adverse affect on revenues and occupancy.  In addition, 
lower occupancy resulted from  depositing Unit Weeks with the RCI Exchange 
Program to be used by the Company in connection with its sale of Vacation 
Interests.

Historical average monthly occupancy levels at the hotel for all units for 
each quarterly period were as follows:

Monthly                    1999                    1998
January          33%          54%
February          68%          70%
March         75%          72%
Quarter Total59%66%

Total expenses were $89,000 for the quarter ended March 31, 1999, compared to 
$76,000 for the same period of 1998, a 17.1% increase.  The $13,000 increase 
was primarily attributable to higher repair and maintenance expenses including 
a new telephone system and hospitality management information system which was 
purchased for $12,894.  It is the accounting policy of the Company to report 
capital items as expenditures for the purpose of accounting for common 
expenses under the License Plan.  Such assets are then capitalized for 
financial reporting and tax purposes.

As a result of the foregoing, the excess of operating revenues over certain 
expenses was $50,000 for the quarter ended March 31, 1999, compared to $79,000 
in the same period in 1998.  

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 quarterly and nine month 
periods 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:
                         1999      1998
Rental Income(Actual)$135,934     $152,578
Less: Pro Forma
 Rental Fee (5%)       (6,797)       (7,629)
Pro Forma Net Rental Revenue     $129,137     $144,949

If it is assumed that all Unit Weeks remained in the Rental Pool during the 
quarterly periods 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:

                            1999       1998
Class A                        $ 22,741     $ 25,526
Class B                           16,244       18,233
Class C                           27,614       30,995  
Class D                           38,985       43,757
Class E                            14,078       15,802
Class F                            9,475       10,636
Total Proforma
 Rental Revenue           $129,137     $144,949

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:




                    1999     1998     
Class A               $292     $327
Class B               $312     $351
Class C               $354     $397
Class D               $500     $561
Class E               $541     $608
Class F               $729     $818
All Units Weeks(Average)$397     $446

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

                    1999     1998
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:

                    1999     1998
Class A               $102     $137
Class B               $122     $161
Class C               $149     $192
Class D               $215     $276
Class E          $236     $303
Class F          $364     $453

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 as a guide for potential Holders of the Unit Weeks 
who might elect to not participate in the Rental Pool.

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





Type of       
 Unit         1999     1998
Class A          $82          $85
Class B          $82           $88     
Class C          $86          $92
Class D     $113          $126
Class E     $121          $134
Class F     $148          $153
All Classes     $96          $103

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

Type of Unit                       1999        1998
Class A                       60%          75%
Class B                       58%          65%
Class C                       55%          75%
Class D               60%          51%
Class E               60%          59%
Class F               68%          59%
All Classes          59%          66%

The 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.

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 quarterly period as if 25% of each Class of Vacation Interest were 
occupied by Holders, and 75% were participating in the Rental Pool.

Type of Unit        1999     1998
Class A          85%          100%
Class B               83%          95%
Class C          80%          94%
Class D               85%          66%
Class E               85%          75%
Class F          93%          94%
All Classes     84%          87%

As a result of the previously described factors, the average Unit Week 
operating revenue decreased $51 for the first quarter from $478 in 1998 to 
$427 in 1999.

For the first quarter the average daily rental unit revenue for occupied 
Studios/Suites decreased $7 from $103 in 1998 to $96 in 1999.

The average Unit Week expenses increased $40 for the first quarter from $233 
in 1998 to $273 in 1999.

Approximately $35 of this per Unit Week increase for the first quarter was due 
to a non-recurring increase in repair and maintenance expenses, which reflects 
the purchase of a new telephone system during the first quarter of 1999.

Average direct expenses per Unit Week increased $6 for the quarter from $130 
in 1998 to $133 in 1999.

Salary expenses per Unit Week increased $2 for the first quarter from $99 in 
1998 to $101 in 1999. 

As a result of the foregoing, the average Unit Week operating revenue exceeded 
operating expenses for the first quarter by $153 in 1999 compared to $244 in 
1998, resulting in a $91 average decrease per Unit Week.

Liquidity and Sources of Capital

At March 31, 1999 there was $320 of cash and $16,994 of cash held in escrow 
resulting in $17,314 of cash and cash equivalents.  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 March 31, 1999, 
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, historically met by operating cash, 
was provided by operating revenue collected and did not require 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 31, 
1999.  If fewer than 76 Vacation Interests are sold by October 31, 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.

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 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 external agent 
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 $28,000 and is being funded through operating cash 
flows.  To date, the hotel has incurred and expensed approximately $25,000, 
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: Forward-Looking Information.

PART II.

OTHER INFORMATION  

Item 1. Legal Proceeding.

There is no material pending litigation.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

The following exhibit is included herein:
(27) Financial Data Schedule

The Company did not file any reports on Form 8-K during the three months ended 
March 31, 1999.


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CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
March 31, 1999

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SIGNATURES

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

                                        CHARTHOUSE SUITES VACATION 
                                             OWNERSHIP, INC.
                                              (Issuer) 
                                    


Date:    May 11, 1999        By:/s/ Jeffrey 
Keierleber                                             Jeffrey Keierleber
                                President and Principal
                                        Financial and Accounting Officer
                                        Of Issuer

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