EXHIBIT 4.0(d)
                          GRAND COURT LIFESTYLES, INC.

                    SUPPLEMENTAL OFFICER'S CERTIFICATE NO. 2


     Catherine Merlino, a Vice President of GRAND COURT LIFESTYLES, INC. (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated April 19, 1999, and Sections 102, 301, 1201 and 1207 of the
Indenture defined herein, does hereby certify to The Bank of New York (the
"Trustee"), as Trustee under the Indenture of the Company (For Unsecured Debt
Securities) dated as of October 1, 1998 (the "Indenture") that:

     1.   The securities of the first series issued under the Indenture are
          designated "11% Series Notes due December 15, 2005" (the "Notes of the
          First Series"). The terms of the Notes of the First Series are set
          forth in the Officer's Certificate dated November 24, 1998 and in
          Exhibit A thereto, previously delivered to the Trustee. All
          capitalized terms used in this certificate which are not defined
          herein but are defined in such Exhibit A shall have the meanings set
          forth in such Exhibit A; all capitalized terms used in this
          certificate which are not defined herein or in such Exhibit A hereto
          but are defined in the Indenture shall have the meanings set forth in
          the Indenture;

     2.   On the date hereof, the Company and the Trustee entered into the First
          Supplemental Indenture, dated as of May 3, 1999 (the "First
          Supplemental Indenture") amending Sections 801, 802 and 807 of the
          Indenture, as described in the First Supplemental Indenture;

     3.   This Supplemental Officer's Certificate No. 2 is being delivered
          pursuant to Sections 1201 and 1207 of the Indenture to effect the
          following changes to the terms of the Notes of the First Series:

          (a)  the aggregate principal amount of the Notes of the First Series
               which may be authenticated and delivered under the Indenture
               shall be limited to $15,000,000, except as contemplated in
               Section 301(b) of the Indenture;

     4.   In the opinion of the undersigned the amendments to the Indenture
          referred to in item 2 above and the change referred to in item 3(a)
          above, do not adversely affect the interests of the Holders of the
          Notes in any material respect;

     5.   The undersigned has read the accompanying Company Order No. 3, dated
          the date hereof, for the authentication and delivery of the Notes, the
          First Supplemental Indenture, all of the covenants and conditions
          contained in the



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          Indenture relating to the issuance of the Notes of the First Series,
          the execution and delivery of the First Supplemental Indenture and the
          definitions in the Indenture relating thereto;

     6.   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;

     7.   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

     8.   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. 3 and the execution and delivery of the
          First Supplemental Indenture have been complied with.

         IN WITNESS WHEREOF, I have executed this Officer's Certificate this 3rd
day of May, 1999.


                                            GRAND COURT LIFESTYLES, INC.




                                            By:  /s/Catherine Merlino
                                                 ---------------------
                                                 Catherine Merlino
                                                 Vice President