EXHIBIT 4.1(A)



                             GRAND COURT LIFESTYLES, INC.

                                OFFICER'S CERTIFICATE
                 (Under Sections 102, 201 and 301 of the Indenture,
                              dated as of June 1, 1999)


                    I, the undersigned Catherine  Merlino, a Vice President
          of GRAND  COURT LIFESTYLES,  INC. (the "Company"),  in accordance
          with Sections 102, 201 and 301 of the Indenture, dated as of June
          1, 1999 (the "Indenture",  capitalized terms used herein and  not
          defined herein  having the meanings specified  in the Indenture),
          of the  Company to The Bank of New York, trustee (the "Trustee"),
          do hereby establish a  series of Securities having the  terms and
          characteristics set  forth below (the lettered  clauses set forth
          below corresponding to the lettered subsections of Section 301 of
          the Indenture):

                    (a)  the title  of the Securities of  such series shall
               be "11% Series B Notes due  June 15, 2007 (the "Notes of the
               First Series");

                    (b)  [not applicable];

                    (c)  interest on the Notes of the First Series shall be
               payable to the Person or Persons in whose names the Notes of
               the  First Series are registered at the close of business on
               the  Regular  Record  Date  for  such  interest,  except  as
               otherwise expressly  provided in  the form  of  Note of  the
               First  Series  attached  hereto  and  hereby  authorized and
               approved;

                    (d)  the  principal of  the Notes  of the  First Series
               shall be payable on June 15, 2007;

                    (e) (i)   the  Notes of  the  First  Series shall  bear
               interest  at  the rate  of 11%  per  annum of  the principal
               amount thereof, payable monthly  in arrears on the 15th  day
               of  each month  of  each year  (each,  an "Interest  Payment
               Date"),  commencing  with  the  Interest Payment  Date  next
               succeeding the Original Issue Date (as defined below) and at
               Maturity; provided, however, that if the Original Issue Date
               of the Notes of  the First Series is after a  Regular Record
               Date  (as defined  in  the form  of the  Notes of  the First
               Series) and before the  corresponding Interest Payment Date,
               interest so payable  for the period  from and including  the
               Original Issue  Date to but excluding  such Interest Payment
               Date shall be  paid on the next  succeeding Interest Payment
               Date  to  the Holder  hereof on  the related  Regular Record
               Date;

                          (ii)     interest  on  the  Notes  of  the  First
               Series shall accrue from,  and including, the Original Issue
               Date and will accrue to,  but excluding, the first  Interest
               Payment  Date,   and  thereafter   will  accrue   from,  and
               including, the  most recent  Interest Payment Date  to which
               interest  has  been  paid  or  duly  provided  for  to,  but
               excluding, the  next succeeding  Interest Payment Date.   In
               the event that any  Interest Payment Date is not  a Business
               Day, then payment of the interest payable on such date shall
               be  made on the next  succeeding Business Day;  and, if such
               payment is made or duly provided for on such next succeeding
               Business  Day, no interest  shall accrue on  such amount for
               the period from and after such Interest Payment Date to such
               Business Day;

                          (iii)  the  Original Issue Date  of each Note  of
               the First Series shall  be the date of the first issuance of
               such Note of the  First Series and shall be  communicated by
               the  Company to the Trustee  by a written  order pursuant to
               the Company Order No. 1 of even date herewith;

                    (f)  the corporate trust office of The Bank of New York
               in New York, New York   shall be the place at  which (i) the
               principal of and interest, if any, on the Notes of the First
               Series  at  Maturity  shall  be  payable  upon  presentment,
               interest  prior to Maturity to  be paid as  specified in the
               form of  Note  of the  First  Series attached  hereto,  (ii)
               registration of transfer  of the Notes  of the First  Series
               may  be effected,  (iii)  exchanges of  Notes  of the  First
               Series  may be effected and  (iv) notices and  demands to or
               upon the Company in respect of the Notes of the First Series
               and  the Indenture may be  served; and The  Bank of New York
               shall be the Security  Registrar and a Paying Agent  for the
               Notes  of  the First  Series;  provided,  however, that  the
               Company  reserves  the  right  to  change,  by  one or  more
               Officer's  Certificates  supplemental   to  this   Officer's
               Certificate,  any such  place or  the Security  Registrar or
               such Paying  Agent; and provided, further,  that the Company
               reserves  the right to  designate, by one  or more Officer's
               Certificates supplemental to this Officer's Certificate, its
               corporate office in Fort  Lee, New Jersey 07024 as  any such
               place or itself as the Security Registrar;

                    (g) the Notes of  the First Series shall be  subject to
               redemption, in  whole at any  time or  in part from  time to
               time,  at the election of the Company, at a redemption price
               equal to 100%  of the principal amount  thereof plus accrued
               interest, if any, to the date fixed for redemption;

                    (h)  [not applicable];

                    (i)  [not applicable];

                    (j)  [not applicable];

                    (k)  [not applicable];

                    (l)  [not applicable];

                    (m)  [not applicable];

                    (n)  [not applicable];

                    (o)  the Company  reserves the right to  provide by one
          or  more Officer's  Certificates supplemental  to this  Officer's
          Certificate,  any additional  covenants  of the  Company for  the
          benefit  of the Holders of the Notes  of the First Series, or any
          Tranche thereof, or any additional Events of Default with respect
          to all or any series of Securities Outstanding;

                    (p)  [not applicable];

                    (q)  (i)  the  only  obligations  or instruments  which
          shall  be considered  Eligible  Obligations with  respect to  the
          Notes of the First Series shall be Government Obligations;
                         (ii)  if the  Company  shall make  any deposit  of
          money and/or  Eligible Obligations with  respect to any  Notes of
          the First Series, or any portion of the principal amount thereof,
          as  contemplated  by Section  701 of  the Indenture,  the Company
          shall not  deliver an  Officer's Certificate described  in clause
          (z) in the first paragraph of said Section 701 unless the Company
          shall  also deliver to the  Trustee, together with such Officer's
          Certificate, either:

                         (A)  an    instrument    wherein   the    Company,
                    notwithstanding the  satisfaction and discharge  of its
                    indebtedness  in  respect of  the  Notes  of the  First
                    Series,  shall assume  the obligation  (which shall  be
                    absolute and unconditional) to irrevocably deposit with
                    the  Trustee or  Paying Agent  such additional  sums of
                    money,  if  any,  or  additional  Eligible  Obligations
                    (meeting the  requirements of Section 701),  if any, or
                    any  combination thereof,  at  such time  or times,  as
                    shall  be necessary,  together  with the  money  and/or
                    Eligible Obligations  theretofore so deposited,  to pay
                    when  due the  principal  of and  interest  due and  to
                    become  due  on  such  Notes  of the  First  Series  or
                    portions thereof, all in accordance with and subject to
                    the provisions of said Section 701;  provided, however,
                    that such  instrument may state that  the obligation of
                    the Company  to make additional  deposits as  aforesaid
                    shall  be subject to the delivery to the Company by the
                    Trustee   of  a   notice   asserting   the   deficiency
                    accompanied  by  an opinion  of  an  independent public
                    accountant of nationally recognized  standing, selected
                    by the Trustee, showing the calculation thereof; or

                         (B)  an Opinion of Counsel  to the effect that the
                    Holders of such  Notes of the First Series, or portions
                    of the  principal amount  thereof,  will not  recognize
                    income, gain  or loss for United  States federal income
                    tax  purposes  as  a  result of  the  satisfaction  and
                    discharge  of  the  Company's indebtedness  in  respect
                    thereof and  will be  subject to United  States federal
                    income tax on the  same amounts, at the same  times and
                    in  the  same  manner   as  if  such  satisfaction  and
                    discharge had not been effected;

                    (r)  The  Notes  of  the  First  Series  shall  contain
          restrictions on transfer, substantially  as described in the form
          of the  Note of the First  Series attached hereto.   Each Note of
          the First Series  shall bear  a non registration  legend and  the
          registration rights legend in substantially the form set forth in
          such form, unless otherwise agreed by the Company, such agreement
          to  be  confirmed  in writing  by  the  Trustee.  Nothing in  the
          Indenture,  the  Notes of  the  First  Series  or this  Officer's
          Certificate shall be construed to require the Company to register
          any  Notes of the First  Series under the  Securities Act, unless
          otherwise expressly  agreed by the Company,  confirmed in writing
          to  the Trustee, or make any transfer  of such Notes of the First
          Series in violation of the applicable law. The Company will enter
          into a registration rights  agreement in favor of the  Holders of
          the  Notes of  the First  Series pursuant  to which,  among other
          things, the Notes of  the First Series  may be exchanged for  the
          Securities to  be  issued  under  the  Indenture  which  will  be
          registered under the Securities Act.

                    (s)  [not applicable];

                    (t)  no   service  charge   shall  be   made  for   the
          registration  of  transfer or  exchange  of  Notes of  the  First
          Series; provided,  however, that the Company  may require payment
          of a sum sufficient to cover any tax or other governmental charge
          payable in connection with the exchange or transfer;

                    (u)  [not applicable];

                    (v)  the   Notes  of   the   First  Series   shall   be
          substantially  in  the  form of  the  Note  of  the First  Series
          attached hereto and hereby authorized and approved and shall have
          such further terms as are set forth in such form.


               The undersigned has read all of the covenants and conditions
          contained  in the Indenture relating to the issuance of the Notes
          of the First Series and the definitions in the Indenture relating
          thereto and in respect of which this certificate is made;

               The statements contained in  this certificate are based upon
          the  familiarity  of  the  undersigned with  the  Indenture,  the
          documents accompanying this certificate,  and upon discussions by
          the  undersigned  with  officers  and employees  of  the  Company
          familiar with the matters set forth herein;

               In  the  opinion  of  the  undersigned,  she has  made  such
          examination  or investigation  as is necessary  to enable  her to
          express  an informed  opinion whether  or not such  covenants and
          conditions have been complied with; and

               In  the  opinion of  the  undersigned,  such conditions  and
          covenants  and   conditions  precedent,  if  any  (including  any
          covenants   compliance   with  which   constitutes   a  condition
          precedent) to the authentication and delivery of the Notes of the
          First  Series requested in  the accompanying Company  Order No. 1
          have been complied with.


                    IN  WITNESS  WHEREOF,  I have  executed  this Officer's
          Certificate this 14th day of
           June, 1999.


                                                  /s/Catherine Merlino
                                                  -----------------------
                                                  Catherine Merlino
                                                  Vice President

<PAGE>


                               FORM OF THE FACE OF NOTE

                              [non-registration legend]

                    THESE  SECURITIES  (THE  "SECURITIES")  HAVE  NOT  BEEN
          REGISTERED UNDER  THE SECURITIES  ACT  OF 1933,  AS AMENDED  (THE
          "SECURITIES  ACT"), OR  ANY STATE  SECURITIES LAWS AND  ARE BEING
          OFFERED AND SOLD IN RELIANCE  ON EXEMPTIONS FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES
          MAY  NOT BE TRANSFERRED OR RESOLD  WITHOUT REGISTRATION UNDER THE
          SECURITIES ACT  AND APPLICABLE  STATE SECURITIES LAWS,  UNLESS IN
          THE OPINION OF  COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AN
          EXEMPTION  FROM REGISTRATION  UNDER THE  SECURITIES ACT  AND SUCH
          LAWS IS THEN AVAILABLE.

                             [registration rights legend]

          The Holder of this Security, by acceptance hereof, will be deemed
          to have agreed  to be bound by the provisions of the Registration
          Rights Agreement  dated as  of June  1, 1999,  of the  Company in
          favor of the Holder of this Security.

                            GRAND COURT LIFE STYLES, INC.
                         11% Series B Notes due June 15, 2007


          Original Issue Date:     ---------------    Redemption Price:   100%
          Stated Maturity:         June 15, 2007
          Interest Rate:           11% per annum
          Interest Payment Dates:  15th day of each month

          Regular Record Dates:         6th calendar day prior to
                                   relevant Interest Payment Date


          -----------------------------------------------------------------
                       This Security is not a Discount Security
                within the meaning of the within-mentioned Indenture.


          Principal Amount:                       Registered No.
          $

               GRAND  COURT LIFESTYLES, INC.,  a corporation duly organized
          and  existing under  the laws  of the  State of  Delaware (herein
          called  the   "Company,"  which  term   includes  any   successor
          corporation  under the  Indenture referred  to below),  for value
          received, hereby promises to pay to


          or registered assigns, the principal sum of
                                                                    DOLLARS

          on the  Stated  Maturity specified  above,  and to  pay  interest
          thereon  from the Original Issue Date specified above or from the
          most recent Interest Payment Date to which interest has been paid
          or  duly provided for, monthly in arrears on the Interest Payment
          Dates specified above in each year, commencing with the  Interest
          Payment Date  next succeeding  the Original Issue  Date specified
          above,  and at Maturity, at the Interest Rate per annum specified
          above, until the principal  hereof is paid or duly  provided for.
          The interest so  payable, and paid or  duly provided for, on  any
          Interest  Payment Date shall,  as provided in  such Indenture, be
          paid to  the Person in whose  name this Security (or  one or more
          Predecessor Securities) is registered at the close of business on
          the  Regular  Record  Date  specified  above  (whether or  not  a
          Business  Day)   next  preceding  such   Interest  Payment  Date;
          provided, that if  the Original  Issue Date of  this Security  is
          after a Regular Record Date and before the corresponding Interest
          Payment  Date,  interest  so  payable  for the  period  from  and
          including the Original Issue Date to but excluding  such Interest
          Payment  Date  shall be  paid  on  the  next succeeding  Interest
          Payment Date to the  Holder hereof on the related  Regular Record
          Date; and  provided, further,  that interest payable  at Maturity
          shall be  paid to  the Person to  whom principal  shall be  paid.
          Except as otherwise provided in said Indenture, any such interest
          not so  paid or  duly provided  for shall  forthwith cease to  be
          payable to the Holder on such  Regular Record Date and may either
          be paid to the Person in whose name this Security (or one or more
          Predecessor Securities) is registered at the close of business on
          a  Special Record Date for the payment of such Defaulted Interest
          to be fixed  by the Trustee,  notice of which  shall be given  to
          Holders of Securities of  this series not more than  fifteen days
          not less  than 10 days prior  to such Special Record  Date, or be
          paid at any time in any other lawful manner not inconsistent with
          the  requirements  of  any   securities  exchange  on  which  the
          Securities of this series  may be listed, and upon such notice as
          may be required  by such exchange, all as more  fully provided in
          said Indenture.  Interest  on this Security shall be  computed on
          the basis of a  360-day year consisting of twelve  30-day months,
          and with respect to  any period less than a  full calendar month,
          on the  basis of  the actual number  of days elapsed  during such
          period, based on a 360-day year (also based on a 30-day month).

               Payment  of  the principal  of  this  Security and  interest
          hereon  at  Maturity shall  be  made  upon presentation  of  this
          Security at the corporate trust office of The Bank of New York in
          New York, New York  or at such other  office or agency as may  be
          designated for such  purpose by  the Company from  time to  time.
          Payment  of  interest, if  any,  on  this  Security  (other  than
          interest  at Maturity)  shall  be made  by  check mailed  to  the
          address of  the  Person entitled  thereto as  such address  shall
          appear in the Security  Register, except that (a) if  such Person
          shall be a  securities depositary,  such payment may  be made  by
          such other means in lieu of check as shall be agreed upon by  the
          Company,  the Trustee or other  Paying Agent and  such Person and
          (b) if such Person is a Holder of $1,000,000 or more in aggregate
          principal amount of Securities of this series such payment may be
          in  immediately available funds by  wire transfer to such account
          as may have  been designated  in writing by  the Person  entitled
          thereto as  set forth herein in time for the Paying Agent to make
          such payments in accordance with its normal procedures.  Any such
          designation for  wire transfer purposes  shall be made  by filing
          the  appropriate information  with the  Trustee at  its Corporate
          Trust  Office in  The  City of  New York  not  less than  fifteen
          calendar days  prior to the  applicable payment date  and, unless
          revoked by written notice to the Trustee received on  or prior to
          the  Regular  Record  Date immediately  preceding  the applicable
          Interest Payment Date, shall remain in effect with respect to any
          further  interest  payments  (other  than  interest  payments  at
          Maturity) with  respect to this Security payable  to such Holder.
          Payment  of  the  principal of  and  interest,  if  any, on  this
          Security, as aforesaid, shall be made in such coin or currency of
          the  United States of America as at  the time of payment shall be
          legal tender for the payment of public and private debts.

<PAGE>

                              [FORM OF REVERSE OF NOTE]

               This  Security  is  one  of  a  duly   authorized  issue  of
          securities of  the  Company  (herein  called  the  "Securities"),
          issued  and  issuable in  one or  more  series under  and equally
          secured by an Indenture, dated as of June 1, 1999 (such Indenture
          as  originally  executed and  delivered  and  as supplemented  or
          amended  from   time  to  time  thereafter,   together  with  any
          constituent  instruments  establishing  the  terms  of particular
          Securities,  being herein  called the  "Indenture"), between  the
          Company and The  Bank of New York, as trustee  (herein called the
          "Trustee," which  term includes  any successor trustee  under the
          Indenture), to  which Indenture  and all  indentures supplemental
          thereto  reference is  hereby  made  for  a  description  of  the
          respective rights,  limitations of rights, duties  and immunities
          of the Company,  the Trustee  and the Holders  of the  Securities
          thereunder  and  of  the  terms  and  conditions  upon which  the
          Securities  are, and are to be, authenticated and delivered.  The
          acceptance of  this Security  shall be  deemed to constitute  the
          consent and agreement  by the Holder hereof  to all of  the terms
          and provisions  of the Indenture.   This  Security is one  of the
          series designated above.

               If any  Interest Payment  Date, any  Redemption Date  or the
          Stated  Maturity  shall not  be  a Business  Day  (as hereinafter
          defined), payment of  the amounts  due on this  Security on  such
          date may  be made on  the next  succeeding Business Day,  and, if
          such payment is made or duly provided for on such next succeeding
          Business  Day, no interest shall  accrue on such  amounts for the
          period from and after such Interest Payment Date, Redemption Date
          or Stated Maturity, as the case may be, to such Business Day.

               The Securities of  this series are subject  to redemption at
          any time, in whole or in part, at the election of the Company, at
          a  redemption price equal to 100% of the principal amount thereof
          plus accrued interest, if any, to the date fixed for redemption.

               Notice  of redemption shall be  given by mail  to Holders of
          Securities, not  less than 20 days nor more than 60 days prior to
          the  date fixed for redemption, all as provided in the Indenture.
          As  provided in  the  Indenture,  notice  of  redemption  at  the
          election  of  the  Company  as  aforesaid  may  state  that  such
          redemption shall be  conditional upon the  receipt by the  Paying
          Agent of money sufficient  to pay the principal of  and interest,
          if any, on this Security  on or prior to the date  fixed for such
          redemption;  a notice of redemption so conditioned shall be of no
          force or  effect if such  money is not  so received and,  in such
          event, the Company shall not be required to redeem this Security.

               Notice of redemption having been given as aforesaid, and the
          conditions,  if  any,  set  forth  in  such  notice  having  been
          satisfied, the Securities of  this series or portions  thereof so
          to  be redeemed shall, on  the date fixed  for redemption, become
          due  and payable at  the redemption price  therein specified, and
          from and after such date (unless, in the case of an unconditional
          notice of redemption, the Company shall default in the payment of
          the  redemption   price  and  accrued  interest,   if  any)  such
          Securities of this series or portions thereof shall cease to bear
          interest.

               In the event of redemption of this Security  in part only, a
          new  Security  or  Securities  of  this  series,  of like  tenor,
          representing the unredeemed portion hereof shall be issued in the
          name of the Holder hereof upon the cancellation hereof.

               If an Event  of Default  with respect to  the Securities  of
          this  series shall occur and be continuing, the principal of this
          Security may be declared due  and payable in the manner  and with
          the effect provided in the Indenture.

               The Indenture permits,  with certain  exceptions as  therein
          provided,  the Trustee  to enter  into  one or  more supplemental
          indentures for  the  purpose  of adding  any  provisions  to,  or
          changing in any manner  or eliminating any of the  provisions of,
          the Indenture  with the consent of the Holders of not less than a
          majority in  aggregate principal amount of the  Securities of all
          series then  Outstanding under  the Indenture, considered  as one
          class; provided,  however, that if  there shall be  Securities of
          more than one  series Outstanding  under the Indenture  and if  a
          proposed supplemental indenture shall directly affect  the rights
          of the Holders of Securities  of one or more, but less  than all,
          of such  series,  then the  consent  only  of the  Holders  of  a
          majority  in  aggregate  principal   amount  of  the  Outstanding
          Securities of all series so directly affected,  considered as one
          class, shall  be required;  and  provided, further,  that if  the
          Securities of any series shall have  been issued in more than one
          Tranche and if the proposed supplemental indenture shall directly
          affect the  rights of the  Holders of Securities of  one or more,
          but less than all, of such Tranches, then the consent only of the
          Holders  of  a majority  in  aggregate  principal  amount of  the
          Outstanding  Securities  of all  Tranches  so directly  affected,
          considered  as  one  class,  shall  be  required;  and  provided,
          further, that the Indenture permits the Trustee to enter into one
          or more supplemental indentures  for limited purposes without the
          consent  of any  Holders  of  Securities.    The  Indenture  also
          contains  provisions  permitting the  Holders  of  a majority  in
          principal amount of the Securities then Outstanding, on behalf of
          the Holders of all Securities, to waive compliance by the Company
          with  certain  provisions  of  the  Indenture  and  certain  past
          defaults under the  Indenture and their  consequences.  Any  such
          consent  or  waiver  by the  Holder  of  this  Security shall  be
          conclusive and  binding  upon such  Holder  and upon  all  future
          Holders  of this  Security and  of any  Security issued  upon the
          registration  of transfer  hereof or  in exchange therefor  or in
          lieu hereof, whether or not notation of such consent or waiver is
          made upon this Security.

               No reference  herein to  the Indenture and  no provision  of
          this  Security  or of  the Indenture  shall  alter or  impair the
          obligation of  the Company, which is  absolute and unconditional,
          to pay the principal of and interest, if any, on this Security at
          the times,  place and rate, in  the coin or currency,  and in the
          manner, herein prescribed.

               As  provided  in  the   Indenture  and  subject  to  certain
          limitations therein  set forth, this  Security or any  portion of
          the  principal amount hereof will be deemed to have been paid for
          all purposes of  the Indenture  and to be  no longer  Outstanding
          thereunder, and,  at the election  of the Company,  the Company's
          entire  indebtedness in  respect  thereof will  be satisfied  and
          discharged,  if there  has  been irrevocably  deposited with  the
          Trustee or any Paying  Agent (other than the Company),  in trust,
          money  in an  amount  which will  be  sufficient and/or  Eligible
          Obligations, the principal  of and  interest on  which when  due,
          without regard  to any reinvestment thereof,  will provide moneys
          which, together with  moneys so deposited, will be  sufficient to
          pay  when due the principal of and interest on this Security when
          due.

               The  Indenture contains  terms,  provisions  and  conditions
          relating  to the consolidation or  merger of the  Company with or
          into, and the conveyance  or other transfer, or lease,  of assets
          to,  another Person, to the  assumption by such  other Person, in
          certain  circumstances, of all of the  obligations of the Company
          under the Indenture and on the  Securities and to the release and
          discharge  of the  Company, in  certain circumstances,  from such
          obligation.

               As  provided  in  the   Indenture  and  subject  to  certain
          limitations therein set forth,  the transfer of this Security  is
          registrable  in the  Security  Register, upon  surrender of  this
          Security for registration of  transfer at the office of  The Bank
          of New York in New York, New York or such  other office or agency
          as  may be  designated by  the Company  from  time to  time, duly
          endorsed  by, or accompanied by  a written instrument of transfer
          in form  satisfactory to the  Company and the  Security Registrar
          duly  executed  by,  the  Holder  hereof  or  his  attorney  duly
          authorized in  writing, and thereupon one or  more new Securities
          of  this series of authorized denominations and of like tenor and
          aggregate  principal amount,  will  be issued  to the  designated
          transferee or transferees.

               The  Securities   of  this  series  are   issuable  only  as
          registered Securities, without coupons,  and in denominations  of
          $1,000  and  integral multiples  thereof.    As provided  in  the
          Indenture and  subject to certain limitations  therein set forth,
          Securities of  this series are exchangeable for  a like aggregate
          principal amount of Securities of the same series and Tranche, of
          any  authorized  denominations,   as  requested  by   the  Holder
          surrendering  the same, and of  like tenor upon  surrender of the
          Security or Securities  to be exchanged at the office of The Bank
          of  New York in New York, New York or such other office or agency
          as may be designated by the Company from time to time.

               The  Company  shall  not  be  required  to execute  and  the
          Security Registrar shall not be required to register the transfer
          of  or exchange of (a) Securities of  this series during a period
          of  15  days  immediately  preceding the  date  notice  is  given
          identifying the serial numbers  of the Securities of  this series
          called  for  redemption  or  (b)  any  Security  so selected  for
          redemption  in whole or in part, except the unredeemed portion of
          any Security being redeemed in part.

               No service charge shall be made for any such registration of
          transfer  or exchange, but the  Company may require  payment of a
          sum sufficient  to cover  any tax  or  other governmental  charge
          payable in connection therewith.

               Prior to  due presentment of this  Security for registration
          of  transfer, the  Company,  the Trustee  and  any agent  of  the
          Company  or the Trustee may  treat the Person  in whose name this
          Security  is registered  as  the absolute  owner  hereof for  all
          purposes,  whether or not  this Security be  overdue, and neither
          the Company, the Trustee nor any such  agent shall be affected by
          notice to the contrary.

               The Indenture and  the Securities shall  be governed by  and
          construed in accordance with the laws of the State New York.

               As used herein, "Business  Day" means any day, other  than a
          Saturday   or  Sunday,  that  is  not  a  day  on  which  banking
          institutions or  trust  companies  are  generally  authorized  or
          required  by law, regulation or  executive order to  close in The
          City of New York or other city in  which any Paying Agent for the
          Securities of this  series is located.   All other terms used  in
          this Security which are  defined in the Indenture shall  have the
          meanings assigned to them in the Indenture.

               As provided in the  Indenture, no recourse shall be  had for
          the payment of the principal of or interest on any Securities, or
          any part thereof, or for any claim based  thereon or otherwise in
          respect thereof,  or of the indebtedness  represented thereby, or
          upon any  obligation, covenant or agreement  under the Indenture,
          against, and no personal liability whatsoever shall attach to, or
          be  incurred  by,  any   incorporator,  shareholder,  officer  or
          director, as such, past,  present or future of the Company  or of
          any  predecessor or successor  of it (either  directly or through
          the  Company or  a predecessor  or successor  of it),  whether by
          virtue of any  constitutional provision, statute or  rule of law,
          or  by the enforcement of any assessment or penalty or otherwise;
          it being  expressly agreed and understood that  the Indenture and
          all the  Securities are solely corporate obligations and that any
          such personal  liability is hereby expressly  waived and released
          as  a condition  of, and  as part of  the consideration  for, the
          execution of the Indenture and the issuance of the Securities.

               Unless  the certificate  of authentication  hereon has  been
          executed  by the  Trustee or  an Authenticating  Agent by  manual
          signature,  this Security shall  not be  entitled to  any benefit
          under the Indenture or be valid or obligatory for any purpose.


<PAGE>

               IN WITNESS  WHEREOF, the Company has  caused this instrument
          to be duly executed.


                                        GRAND COURT LIFESTYLES, INC.

                                        By: --------------------------
                                             [Title]

                  [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This  is one  of  the Securities  of  the series  designated
          therein referred to in the within-mentioned Indenture.


          Dated: ------------------



                                                  THE BANK OF NEW  YORK, as
          Trustee

                                                  By:----------------------
                                                       Authorized Officer


<PAGE>

               FOR VALUE RECEIVED the undersigned hereby sells, assigns and
          transfers unto


          -----------------------------------------------------------------
            [please insert social security or other identifying number of
                                      assignee]

          -----------------------------------------------------------------
               [please print or typewrite name and address of assignee]


          -----------------------------------------------------------------
          the  within Security  of GRAND  COURT  LIFESTYLES, INC.  and does
          hereby irrevocably constitute and appoint _______________________
          __________________, Attorney,  to transfer said  Security on  the
          books  of  the  within-mentioned  Company,  with  full  power  of
          substitution in the premises.



          Dated:
                --------------------


                                   Signature_______________________________

                                   Signature Guarantee_____________________


          Notice:  The  signature to this  assignment must correspond  with
          the name  as  written upon  the  face of  the Security  in  every
          particular  without  alteration  or  enlargement  or  any  change
          whatsoever.

                                 SIGNATURE GUARANTEE

               Signatures  must  be guaranteed  by  an "eligible  guarantor
          institution" meeting the requirements of  the Security Registrar,
          which  requirements include  membership or  participation  in the
          Security Transfer Agent Medallion Program ("STAMP") or such other
          "signature  guarantee  program"  as  may  be  determined  by  the
          Security Registrar in addition to, or in substitution for, STAMP.