<PAGE>
 
As filed with the Securities and Exchange Commission on May 21, 1998
                                                      Registration No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             --------------------

                                 VISTANA, INC.
            (Exact name of Registrant as specified in its charter)
                             --------------------

          Florida                                               59-3415620
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                           8801 Vistana Centre Drive
                            Orlando, Florida  32821
                                 (407) 239-3100
  (Address, including zip code, and telephone number, including area code, of
                        Registrant's executive offices)
                             --------------------

                           Vistana, Inc. Stock Plan
                           ------------------------
                           (Full title of the plan)

                            RAYMOND L. GELLEIN, JR.
                             Chairman of the Board
                                 Vistana, Inc.
                           8801 Vistana Centre Drive
                            Orlando, Florida  32821
                                 (407) 239-3100
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:
                             ROSS D. EMMERMAN, ESQ.
                            Neal, Gerber & Eisenberg
                            Two North LaSalle Street
                            Chicago, Illinois  60602
                                 (312) 269-8000
                              --------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
Title of Securities         Amount             Proposed Maximum             Proposed Maximum             Amount of
 to be Registered       to be Registered    Offering Price Per Share     Aggregate Offering Price     Registration Fee
<S>                     <C>                 <C>                          <C>                          <C>
Common Stock,
$0.01 par value         600,000 shares (2)         $23.19(3)                  $13,914,000(3)            $4,105(3)
======================================================================================================================
</TABLE>


(1)  This Registration Statement registers additional shares of the Registrant's
     Common Stock issuable pursuant to the same employee benefit plan for which
     Registration Statement 333-43067 is currently effective.  Accordingly,
     pursuant to Instruction E on Form S-8, the registration fee is being paid
     with respect to the additional securities only.

(2)  Plus an indeterminate number of shares which may be issued as a result of
     the anti-dilution provisions contained in the above-referenced Plan.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low prices of the
     Registrant's Common Stock as reported on The NASDAQ Stock Market on May 19,
     1998.

================================================================================
<PAGE>
 
     Registration Statement No. 333-43067 was filed with the Securities and
Exchange Commission on December 23, 1997 by Vistana, Inc. (the "Company" or the
"Registrant") to register 1,900,000 shares of its common stock, par value $0.01
per share (the "Common Stock"), issuable pursuant to the Vistana, Inc. Stock
Plan (the "Plan"). Registration Statement No. 333-43067 is still effective. This
Registration Statement is being filed to register 600,000 additional shares of
Common Stock issuable by the Company pursuant to the Plan.

     The contents of Registration Statement No. 333-43067 are incorporated
herein by reference, to the extent not amended hereby.


Item 3. Incorporation of Documents by Reference

     The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference and made a part
hereof:

     (a)  Annual Report on Form 10-K for the fiscal year ended December 31, 
1997;

     (b)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A dated February 26, 1997
          filed under Section 12 of the Exchange Act, including any amendment or
          report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.


Item 4. Description of Securities

     Not applicable.


                                     II-1
<PAGE>
 
Item 5. Interests of Named Experts and Counsel

     Certain partners of, attorneys associated with and/or of counsel to Neal,
Gerber & Eisenberg, a firm that performs legal services for the Company,
beneficially own shares of Common Stock.


Item 6. Indemnification of Directors and Officers

     Under Florida law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of such person's service as a
director of officer of the corporation, or such person's service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against liability incurred in connection with
such action; provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. Although
Florida law permits a corporation to indemnify any person referred to above
against expenses (including attorney fees) that are actually and reasonably
incurred by such person ("Expenses"), and amounts paid in settlement that are
actually and reasonably incurred by such person, in connection with the defense
or settlement of an action by or in the right of the corporation, provided that
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the corporation's best interests, if such person has
been judged liable to the corporation, indemnification is only permitted to the
extent that the adjudicating court (or the court in which the action was
brought) determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper. The
determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (iii) by the shareholders. The Florida
Business Corporation Act also provides for mandatory indemnification of any
director, officer, employee or agent against Expenses to the extent such person
has been successful in any proceeding covered by the statute. In addition, the
Florida Business Corporation Act provides for the general authorization of
advancement of a director's or officer's litigation expenses, subject to an
undertaking by such person to repay any such advancements if such person is
ultimately found not to have been entitled to reimbursement for such expenses
and that indemnification and advancement of expenses provided by the statute
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement or otherwise.

     The Company's Articles of Incorporation and Amended and Restated By-Laws
provide that the Company shall indemnify its directors, officers, employees and
other agents to the fullest extent permitted by Florida law.


                                     II-2
<PAGE>
 
     The Company has also entered into agreements to indemnify its directors and
certain of its officers, in addition to the indemnification provided for in the
Company's Articles of Incorporation and Amended and Restated By-Laws. These
agreements provide, among other things, that the Company will indemnify its
directors and officers for all direct and indirect expenses and costs
(including, without limitation, all reasonable attorneys' fees and related
disbursements, other out-of-pocket costs and reasonable compensation for time
spent by such persons for which they are not otherwise compensated by the
Company or any third person) and liabilities of any type whatsoever (including,
but not limited to, judgments, fines and settlement fees) actually and
reasonably incurred by such person in connection with either the investigation,
defense, settlement or appeal of any threatened, pending, or completed action,
suit or other proceeding, including the corporation, arising out of such
person's services as a director, employee or other agent of the Company, any
subsidiary of the Company or any other company or enterprise to which the person
provides services at the request of the Company. The Company believes that these
provisions and agreements are necessary to attract and retain talented and
experienced directors and officers.

     The Company maintains liability insurance for the benefit of its directors
and officers.


Item 7. Exemption from Registration Claimed

     Not applicable.


Item 8. Exhibits

<TABLE>
<CAPTION>

Exhibit
  No.     Description
-------   -----------
<C>       <S>
 4.1      Vistana, Inc. Stock Plan (conformed, as amended)
 5.1      Opinion of Neal, Gerber & Eisenberg
23.1      Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
23.2      Consent of KPMG Peat Marwick LLP
24.1      Powers of Attorney (included in the signature pages hereto)
</TABLE>


Item 9. Undertakings

     The Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:


                                     II-3
<PAGE>
 
          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

     2.   That, for the purpose of determining any liability under the
Securities Act each post-effective amendment to this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Sections 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                     II-4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on May 20, 1998.

                                    VISTANA, INC.


                              By:   /s/ Raymond L. Gellein, Jr.
                                    --------------------------------------------
                                    Raymond L. Gellein, Jr.
                                    Chairman of the Board and Co-Chief Executive
                                    Officer



     We, the undersigned officers and directors of Vistana, Inc., hereby
severally constitute Raymond L. Gellein, Jr., Jeffrey A. Adler and Charles E.
Harris, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this Registration Statement, and generally to do all such things
in our name and behalf in such capacities to enable Vistana, Inc. to comply with
the applicable provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such documents.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 20, 1998 by the following persons
in the capacities indicated.

<TABLE>
<CAPTION>

Signature                        Title
---------                        -----
<S>                              <C>


/s/ Raymond L. Gellein, Jr.      Chairman of the Board, Co-Chief Executive
-----------------------------    Officer and Director (Principal Executive Officer)
Raymond L. Gellein, Jr.


/s/ Jeffrey A. Adler             President, Co-Chief Executive Officer and
-----------------------------    Director
Jeffrey A. Adler


/s/ Charles E. Harris            Vice Chairman of the Board, Chief Financial
-----------------------------    Officer and Director (Principal Financial Officer)
Charles E. Harris
</TABLE> 


                                     II-5
<PAGE>

<TABLE> 
<CAPTION> 
 
<S>                              <C> 
/s/ Mark E. Patten               Vice President and Chief Accounting Officer
-----------------------------    (Principal Accounting Officer)
Mark E. Patten


                                 Director
-----------------------------
James G. Brocksmith, Jr.


/s/ Laurence S. Geller           Director
-----------------------------
Laurence S. Geller


/s/ Steven J. Heyer              Director
-----------------------------
Steven J. Heyer

</TABLE> 


                                     II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18238}]
{"company-data": {"conformed-name": "VISTANA INC", "cik": "0001029753", "assigned-sic": "7011", "irs-number": "593415620", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53283", "film-number": "98629759"}, "business-address": {"street1": "8801 VISTANA CENTRE DRIVE", "city": "ORLANDO", "state": "FL", "zip": "32821", "phone": "4072393100"}, "mail-address": {"street1": "8801 VISTANA CENTRE DRIVE", "city": "ORLANDO", "state": "FL", "zip": "32821"}}
As filed with the Securities and Exchange Commission on May 21, 1998
                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             --------------------

                                 VISTANA, INC.
            (Exact name of Registrant as specified in its charter)
                             --------------------

          Florida                                               59-3415620
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                           8801 Vistana Centre Drive
                            Orlando, Florida  32821
                                 (407) 239-3100
  (Address, including zip code, and telephone number, including area code, of
                        Registrant's executive offices)
                             --------------------

                           Vistana, Inc. Stock Plan
                           ------------------------
                           (Full title of the plan)

                            RAYMOND L. GELLEIN, JR.
                             Chairman of the Board
                                 Vistana, Inc.
                           8801 Vistana Centre Drive
                            Orlando, Florida  32821
                                 (407) 239-3100
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:
                             ROSS D. EMMERMAN, ESQ.
                            Neal, Gerber & Eisenberg
                            Two North LaSalle Street
                            Chicago, Illinois  60602
                                 (312) 269-8000
                              --------------------

                        CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Securities         Amount             Proposed Maximum             Proposed Maximum             Amount of
 to be Registered       to be Registered    Offering Price Per Share     Aggregate Offering Price     Registration Fee
Common Stock,
$0.01 par value         600,000 shares (2)         $23.19(3)                  $13,914,000(3)            $4,105(3)
======================================================================================================================
(1)  This Registration Statement registers additional shares of the Registrant's
     Common Stock issuable pursuant to the same employee benefit plan for which
     Registration Statement 333-43067 is currently effective.  Accordingly,
     pursuant to Instruction E on Form S-8, the registration fee is being paid
     with respect to the additional securities only.

(2)  Plus an indeterminate number of shares which may be issued as a result of
     the anti-dilution provisions contained in the above-referenced Plan.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low prices of the
     Registrant's Common Stock as reported on The NASDAQ Stock Market on May 19,
     1998.

================================================================================
Registration Statement No. 333-43067 was filed with the Securities and
Exchange Commission on December 23, 1997 by Vistana, Inc. (the "Company" or the
"Registrant") to register 1,900,000 shares of its common stock, par value $0.01
per share (the "Common Stock"), issuable pursuant to the Vistana, Inc. Stock
Plan (the "Plan"). Registration Statement No. 333-43067 is still effective. This
Registration Statement is being filed to register 600,000 additional shares of
Common Stock issuable by the Company pursuant to the Plan.

     The contents of Registration Statement No. 333-43067 are incorporated
herein by reference, to the extent not amended hereby.

Item 3. Incorporation of Documents by Reference

     The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference and made a part
hereof:

     (a)  Annual Report on Form 10-K for the fiscal year ended December 31, 
1997;

     (b)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A dated February 26, 1997
          filed under Section 12 of the Exchange Act, including any amendment or
          report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

Item 4. Description of Securities

     Not applicable.

                                     II-1
Item 5. Interests of Named Experts and Counsel

     Certain partners of, attorneys associated with and/or of counsel to Neal,
Gerber & Eisenberg, a firm that performs legal services for the Company,
beneficially own shares of Common Stock.

Item 6. Indemnification of Directors and Officers

     Under Florida law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of such person's service as a
director of officer of the corporation, or such person's service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against liability incurred in connection with
such action; provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. Although
Florida law permits a corporation to indemnify any person referred to above
against expenses (including attorney fees) that are actually and reasonably
incurred by such person ("Expenses"), and amounts paid in settlement that are
actually and reasonably incurred by such person, in connection with the defense
or settlement of an action by or in the right of the corporation, provided that
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the corporation's best interests, if such person has
been judged liable to the corporation, indemnification is only permitted to the
extent that the adjudicating court (or the court in which the action was
brought) determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper. The
determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (iii) by the shareholders. The Florida
Business Corporation Act also provides for mandatory indemnification of any
director, officer, employee or agent against Expenses to the extent such person
has been successful in any proceeding covered by the statute. In addition, the
Florida Business Corporation Act provides for the general authorization of
advancement of a director's or officer's litigation expenses, subject to an
undertaking by such person to repay any such advancements if such person is
ultimately found not to have been entitled to reimbursement for such expenses
and that indemnification and advancement of expenses provided by the statute
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement or otherwise.

     The Company's Articles of Incorporation and Amended and Restated By-Laws
provide that the Company shall indemnify its directors, officers, employees and
other agents to the fullest extent permitted by Florida law.

                                     II-2
The Company has also entered into agreements to indemnify its directors and
certain of its officers, in addition to the indemnification provided for in the
Company's Articles of Incorporation and Amended and Restated By-Laws. These
agreements provide, among other things, that the Company will indemnify its
directors and officers for all direct and indirect expenses and costs
(including, without limitation, all reasonable attorneys' fees and related
disbursements, other out-of-pocket costs and reasonable compensation for time
spent by such persons for which they are not otherwise compensated by the
Company or any third person) and liabilities of any type whatsoever (including,
but not limited to, judgments, fines and settlement fees) actually and
reasonably incurred by such person in connection with either the investigation,
defense, settlement or appeal of any threatened, pending, or completed action,
suit or other proceeding, including the corporation, arising out of such
person's services as a director, employee or other agent of the Company, any
subsidiary of the Company or any other company or enterprise to which the person
provides services at the request of the Company. The Company believes that these
provisions and agreements are necessary to attract and retain talented and
experienced directors and officers.

     The Company maintains liability insurance for the benefit of its directors
and officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits
Exhibit
  No.     Description
-------   -----------
4.1      Vistana, Inc. Stock Plan (conformed, as amended)
 5.1      Opinion of Neal, Gerber & Eisenberg
23.1      Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
23.2      Consent of KPMG Peat Marwick LLP
24.1      Powers of Attorney (included in the signature pages hereto)
Item 9. Undertakings

     The Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                                     II-3
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

     2.   That, for the purpose of determining any liability under the
Securities Act each post-effective amendment to this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Sections 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on May 20, 1998.

                                    VISTANA, INC.

                              By:   /s/ Raymond L. Gellein, Jr.
                                    --------------------------------------------
                                    Raymond L. Gellein, Jr.
                                    Chairman of the Board and Co-Chief Executive
                                    Officer

     We, the undersigned officers and directors of Vistana, Inc., hereby
severally constitute Raymond L. Gellein, Jr., Jeffrey A. Adler and Charles E.
Harris, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this Registration Statement, and generally to do all such things
in our name and behalf in such capacities to enable Vistana, Inc. to comply with
the applicable provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such documents.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 20, 1998 by the following persons
in the capacities indicated.
Signature                        Title
---------                        -----
/s/ Raymond L. Gellein, Jr.      Chairman of the Board, Co-Chief Executive
-----------------------------    Officer and Director (Principal Executive Officer)
Raymond L. Gellein, Jr.

/s/ Jeffrey A. Adler             President, Co-Chief Executive Officer and
-----------------------------    Director
Jeffrey A. Adler

/s/ Charles E. Harris            Vice Chairman of the Board, Chief Financial
-----------------------------    Officer and Director (Principal Financial Officer)
Charles E. Harris
II-5
/s/ Mark E. Patten               Vice President and Chief Accounting Officer
-----------------------------    (Principal Accounting Officer)
Mark E. Patten

                                 Director
-----------------------------
James G. Brocksmith, Jr.

/s/ Laurence S. Geller           Director
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Laurence S. Geller

/s/ Steven J. Heyer              Director
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Steven J. Heyer
II-6