SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 26, 1996

                           VACATION BREAK U.S.A., INC.
                           ---------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     FLORIDA
                           ---------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                  0-27270                           59-2581811
         -----------------------         ---------------------------------
         (COMMISSION FILE NUMBER         (IRS EMPLOYER IDENTIFICATION NO.)

                           VACATION BREAK U.S.A., INC.
                             6400 N. ANDREWS AVENUE
                                 PLAZA SUITE 200
                            FORT LAUDERDALE, FLORIDA              33309
         -----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)     (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (954) 351-8500

<PAGE>


ITEM 5.  OTHER EVENTS

         Vacation Break U.S.A., Inc. (the "Company') announced the execution of
         a definitive agreement providing for the merger of subsidiaries of the
         Company with a group of companies affiliated with Jim Lambert (the
         "Lambert Entities"). The Lambert Entities are engaged in the business
         of developing, marketing, financing vacation ownership interests in
         premium resort properties in Virginia and Florida. If the merger is
         consummated, the Company will issue an aggregate of 21,000,000 shares
         of its common stock, and Mr. Lambert will become the Chief Executive
         Officer and majority shareholder of the Company. Consummation of the
         merger is subject to several conditions, including the completion of
         satisfactory due diligence on or before December 16, 1996, approval by
         the shareholders of the Company, receipt by the Board of Directors of
         the Company of a fairness opinion from Montgomery Securities and
         certain governmental and regulatory approvals. The Company currently
         has approximately 9 million shares of its common stock outstanding.

         The Lambert Entities are one of the largest private developers and
         operators of timeshare resorts in North America. The Lambert Entities
         currently market timeshares at 12 resorts, including resorts in Fort
         Lauderdale, Orlando, Delray Beach, Pompano Beach, Hollywood, and North
         Miami Beach, Florida and various properties in Virginia.

         The Company develops, markets, finances, and operates vacation
         ownership interests in premium resort properties in Florida and hotel
         interests in the Bahamas. Resorts include Sea Gardens Beach & Tennis
         Resort (Pompano Beach, Florida), Vacation Break Resort at Star Island
         (Orlando, Florida), and Port Lucaya Resort & Yacht Club (Freeport,
         Bahamas).

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (c)      Exhibits

                  10.1     Agreement and Plan of Merger, dated as of November
                           26, 1996, among Vacation Break U.S.A., Inc., Vacation
                           Break Merger I Corp., Vacation Break Merger II Corp.,
                           Vacation Break Merger III Corp., Vacation Break
                           Merger IV Corp., Williamsburg Plantation, Inc.,
                           Westview Resorts Corporation, Ocean Ranch Development
                           Inc., The Berkley Group, Inc. and all the
                           Shareholders of Williamsburg Plantation, Inc.,
                           Westview Resorts Corporation, Ocean Ranch Development
                           Inc., and The Berkley Group, Inc.

                                        2


<PAGE>

                                   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.

                                      VACATION BREAK U.S.A., INC.

Date:  December 4, 1996               By:/s/ HENRY M. CAIRO
                                         ------------------
                                         Henry M. Cairo, Chief Financial Officer
                                         and Chief Operating Officer

                                        3
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{"company-data": {"conformed-name": "VACATION BREAK USA INC", "cik": "0000946733", "assigned-sic": "6531", "irs-number": "592581811", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27270", "film-number": "96677367"}, "business-address": {"street1": "6400 N ANDREWS AVE", "street2": "PARK PLAZA STE 200", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "3053518500"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 26, 1996

                           VACATION BREAK U.S.A., INC.
                           ---------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     FLORIDA
                           ---------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                  0-27270                           59-2581811
         -----------------------         ---------------------------------
         (COMMISSION FILE NUMBER         (IRS EMPLOYER IDENTIFICATION NO.)

                           VACATION BREAK U.S.A., INC.
                             6400 N. ANDREWS AVENUE
                                 PLAZA SUITE 200
                            FORT LAUDERDALE, FLORIDA              33309
         -----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)     (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (954) 351-8500
ITEM 5.  OTHER EVENTS

         Vacation Break U.S.A., Inc. (the "Company') announced the execution of
         a definitive agreement providing for the merger of subsidiaries of the
         Company with a group of companies affiliated with Jim Lambert (the
         "Lambert Entities"). The Lambert Entities are engaged in the business
         of developing, marketing, financing vacation ownership interests in
         premium resort properties in Virginia and Florida. If the merger is
         consummated, the Company will issue an aggregate of 21,000,000 shares
         of its common stock, and Mr. Lambert will become the Chief Executive
         Officer and majority shareholder of the Company. Consummation of the
         merger is subject to several conditions, including the completion of
         satisfactory due diligence on or before December 16, 1996, approval by
         the shareholders of the Company, receipt by the Board of Directors of
         the Company of a fairness opinion from Montgomery Securities and
         certain governmental and regulatory approvals. The Company currently
         has approximately 9 million shares of its common stock outstanding.

         The Lambert Entities are one of the largest private developers and
         operators of timeshare resorts in North America. The Lambert Entities
         currently market timeshares at 12 resorts, including resorts in Fort
         Lauderdale, Orlando, Delray Beach, Pompano Beach, Hollywood, and North
         Miami Beach, Florida and various properties in Virginia.

         The Company develops, markets, finances, and operates vacation
         ownership interests in premium resort properties in Florida and hotel
         interests in the Bahamas. Resorts include Sea Gardens Beach & Tennis
         Resort (Pompano Beach, Florida), Vacation Break Resort at Star Island
         (Orlando, Florida), and Port Lucaya Resort & Yacht Club (Freeport,
         Bahamas).

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (c)      Exhibits

                  10.1     Agreement and Plan of Merger, dated as of November
                           26, 1996, among Vacation Break U.S.A., Inc., Vacation
                           Break Merger I Corp., Vacation Break Merger II Corp.,
                           Vacation Break Merger III Corp., Vacation Break
                           Merger IV Corp., Williamsburg Plantation, Inc.,
                           Westview Resorts Corporation, Ocean Ranch Development
                           Inc., The Berkley Group, Inc. and all the
                           Shareholders of Williamsburg Plantation, Inc.,
                           Westview Resorts Corporation, Ocean Ranch Development
                           Inc., and The Berkley Group, Inc.

                                        2
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.

                                      VACATION BREAK U.S.A., INC.

Date:  December 4, 1996               By:/s/ HENRY M. CAIRO
                                         ------------------
                                         Henry M. Cairo, Chief Financial Officer
                                         and Chief Operating Officer

                                        3