<PAGE>

    As filed with the Securities and Exchange Commission on May 18, 2000

                                                     Registration No. 333-______

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   _________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                   _________

                          FAIRFIELD COMMUNITIES, INC.
            (Exact Name of Registrant as Specified in its Charter)

      Delaware                                                  71-0390438
(State of Incorporation)                                    (I.R.S. Employer
                                                          Identification Number)

                       8669 Commodity Circle, Suite 200
                            Orlando, Florida  32819
                   (Address of Principal Executive Offices)

                          FAIRFIELD COMMUNITIES, INC.
                           2000 INCENTIVE STOCK PLAN
                           (Full Title of the Plan)

                            Marcel J. Dumeny, Esq.
                 Executive Vice President and General Counsel
                          Fairfield Communities, Inc.
                       8669 Commodity Circle, Suite 200
                            Orlando, Florida  32819
                                (407) 370-5200
           (Name, Address and Telephone Number of Agent for Service)
                                   _________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
 Title of                                                                       Proposed Maximum     Proposed Maximum     Amount of
 Securities to                                                Amount To be     Offering Price per   Aggregate Offering  Registration
 Be Registered                                                Registered (1)        Share (3)           Price (3)          Fee(3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>                  <C>                 <C>
 Common Stock, par value $0.01 per share (2)...............   1,500,000  shares    $8.46875            $12,703,125        $3,353.63

====================================================================================================================================
</TABLE>


(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate number of additional shares that may
     become subject to the Fairfield Communities, Inc. 2000 Incentive Stock Plan
     as a result of anti-dilution provisions of the plan.
(2)  Includes associated share purchase rights pursuant to a Rights Agreement
     adopted by the registrant.
(3)  The registration fee has been computed in accordance with paragraphs (c)
     and (h) of Rule 457, based upon the average of the reported high and low
     sales prices of shares of the Common Stock on the Composite Tape of the New
     York Stock Exchange, Inc. on May 15, 2000.

================================================================================
<PAGE>

                               EXPLANATORY NOTES

     The information called for by Part I of Form S-8 is included in the
description of the Fairfield Communities, Inc. 2000 Incentive Stock Plan to be
delivered to persons purchasing shares pursuant to the plan.  Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference, as of their respective
dates, in this Form S-8:

     .   Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

     .   Quarterly Report on Form 10-Q for the period ended March 31, 2000; and

     .   The description of our common stock contained in our registration
         statements on Form 8-A (File No. 1-8096).

         In addition, all documents we file subsequently pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered under this Registration Statement 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 of
this Registration Statement from the date of filing of such documents. Any
statement contained in this Registration Statement or in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or therein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Our Certificate of Incorporation provides that the personal liability
of our directors to us is eliminated to the maximum extent permitted by Delaware
law. Our Certificate of Incorporation and Bylaws provide for the indemnification
of our directors, officers, employees and agents to the fullest extent permitted
by Delaware law. Certain provisions of our Certificate of Incorporation protect
our directors against personal liability for monetary damages resulting from
breaches of their fiduciary duty of care, except as set forth below. Under
Delaware law, absent these provisions, our directors could be held liable for
gross negligence in the performance of their duty of care, but not for simple
negligence. Our Certificate of Incorporation absolves our directors of liability
for negligence in the performance of their duties, including gross negligence.
However, our directors remain liable for breaches of their duty of loyalty to us
and our stockholders, as well as for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. Our
Certificate of Incorporation also does not absolve directors of liability under
Section 174 of the Delaware General Corporation Law, which makes directors
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.

                                       2
<PAGE>

         Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
proceedings (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to our best interests. With respect to any
criminal action or proceeding, the same standard of care applies, however, such
person also must have no reasonable cause to believe his conduct was unlawful. A
similar standard of care is applicable in the case of a derivative action,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action. Delaware
law requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to us.

         We have also entered into indemnification agreements with our directors
and officers pursuant to which we are generally obligated to indemnify our
directors and officers to the fullest extent permitted by Delaware law.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

4.1            Second Amended and Restated Certificate of Incorporation of
               Fairfield (previously filed as Exhibit 3.8 to Fairfield's Current
               Report on Form 8-K, filed by Fairfield on September 1, 1992, SEC
               File No. 92-22-6962, and incorporated herein by reference).

4.2            Certificate of Amendment to Amended and Restated Certificate of
               Incorporation of Fairfield (previously filed as Exhibit 4.2 to
               Fairfield's Registration Statement on Form S-8, SEC File No. 333-
               42901, and incorporated herein by reference).

4.3            Fifth Amended and Restated By-Laws of Fairfield (previously filed
               as Exhibit 3(ii) to Fairfield's Current Report on Form 8-K dated
               May 22, 1996, SEC File No. 001-08096, and incorporated herein by
               reference).

4.4            Fairfield Communities, Inc. 2000 Incentive Stock Plan (filed
               herewith).

5.1            Opinion of Jones, Day, Reavis & Pogue (filed herewith).

23.1           Consent of Ernst & Young LLP (filed herewith).

23.2           Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

24.1           Power of Attorney (included on the signature page hereof).

Item 9.  Undertakings

         (a)   The undersigned 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:

                    (i)   to include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range

                                       3
<PAGE>

           may be reflected in the form of prospectus filed with the Commission
           pursuant to Rule 424(b) if, in the aggregate, the changes in volume
           and price represent no more than a 20 percent change in the maximum
           aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective registration statement; and

                 (iii)  to include any material information with respect to the
           plan of distribution not previously disclosed in this registration
           statement or any material change to such information in this
           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 with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by reference
     in this registration statement;

           (2)   That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment 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.

     (b)   The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934)
           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.

     (c)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication
           of such issue.

                                       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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orlando, State of Florida, on this 18th day of
May, 2000.

                                    FAIRFIELD COMMUNITIES, INC.

                                    By:  /s/ James G. Berk
                                       ________________________________________
                                                  James G. Berk
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints James G.
Berk, Robert W. Howeth and Marcel J. Dumeny, and each of them acting
individually, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them acting individually, full power and authority to do and
perform each and every act and thing necessary or advisable to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on May 18, 2000.


<TABLE>
<CAPTION>
            Signature                                                         Title
            ---------                                                         -----

<S>                                                          <C>


   /s/ James G. Berk                                         President and Chief Executive Officer; Director
---------------------------------
       James G. Berk                                                  (Principal Executive Officer)


  /s/ Robert W. Howeth                                       Executive Vice President and Chief Financial Officer
-------------------------------
      Robert W. Howeth                                                (Principal Financial Officer)


 /s/ William G. Sell                                         Vice President, Controller and Chief Accounting Officer
-------------------------------
     William G. Sell                                                   (Principal Accounting Officer)

/s/ Ernest D. Bennett, III
-------------------------------
    Ernest D. Bennett, III                                   Director

  /s/ Philip A. Clement
-------------------------------
      Philip A. Clement                                      Director

   /s/ John D. Hayes
-------------------------------
       John D. Hayes                                         Director

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>
    /s/ Philip L. Herrington
--------------------------------
        Philip L. Herrington                                 Director

    /s/ Gerald M. Johnston
--------------------------------
        Gerald M. Johnston                                   Director

    /s/ Ilan Kaufthal
-------------------------------
        Ilan Kaufthal                                        Director

    /s/ Bryan D. Langton
-------------------------------
        Bryan D. Langton                                     Director

    /s/ William C. Scott
-------------------------------
        William C. Scott                                     Director

</TABLE>
<PAGE>

                               INDEX TO EXHIBITS


Exhibit No.                         Description
-----------                         ------------


4.1            Second Amended and Restated Certificate of Incorporation of
               Fairfield previously filed as Exhibit 3.8 to Fairfield's Current
               Report on Form 8-K, filed by Fairfield on September 1, 1992, SEC
               File No. 92-22-6962, and incorporated herein by reference).

4.2            Certificate of Amendment to Amended and Restated Certificate of
               Incorporation of Fairfield (previously filed as Exhibit 4.2 to
               Fairfield's Registration Statement on Form S-8, SEC File No. 333-
               42901, and incorporated herein by reference).

4.3            Fifth Amended and Restated By-Laws of Fairfield (previously filed
               as Exhibit 3(ii) to Fairfield's Current Report on Form 8-K dated
               May 22, 1996, SEC File No. 001-08096, and incorporated herein by
               reference).

4.4            Fairfield Communities, Inc. 2000 Incentive Stock Plan (filed
               herewith).

5.1            Opinion of Jones, Day, Reavis & Pogue (filed herewith).

23.1           Consent of Ernst & Young LLP (filed herewith).

23.2           Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

24.1           Power of Attorney (included on the signature page hereof).
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{"company-data": {"conformed-name": "FAIRFIELD COMMUNITIES INC", "cik": "0000276189", "assigned-sic": "7000", "irs-number": "710390438", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37270", "film-number": "639211"}, "business-address": {"street1": "11001 EXECUTIVE CENTER DRIVE", "city": "LITTLE ROCK", "state": "AR", "zip": "72211", "phone": "4073705200"}, "mail-address": {"street1": "11001 EXECUTIVE CENTER DRIVE", "city": "LITTLE ROCK", "state": "AR", "zip": "72211"}}
As filed with the Securities and Exchange Commission on May 18, 2000

                                                     Registration No. 333-______

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   _________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                   _________

                          FAIRFIELD COMMUNITIES, INC.
            (Exact Name of Registrant as Specified in its Charter)

      Delaware                                                  71-0390438
(State of Incorporation)                                    (I.R.S. Employer
                                                          Identification Number)

                       8669 Commodity Circle, Suite 200
                            Orlando, Florida  32819
                   (Address of Principal Executive Offices)

                          FAIRFIELD COMMUNITIES, INC.
                           2000 INCENTIVE STOCK PLAN
                           (Full Title of the Plan)

                            Marcel J. Dumeny, Esq.
                 Executive Vice President and General Counsel
                          Fairfield Communities, Inc.
                       8669 Commodity Circle, Suite 200
                            Orlando, Florida  32819
                                (407) 370-5200
           (Name, Address and Telephone Number of Agent for Service)
                                   _________

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
 Title of                                                                       Proposed Maximum     Proposed Maximum     Amount of
 Securities to                                                Amount To be     Offering Price per   Aggregate Offering  Registration
 Be Registered                                                Registered (1)        Share (3)           Price (3)          Fee(3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share (2)...............   1,500,000  shares    $8.46875            $12,703,125        $3,353.63

====================================================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate number of additional shares that may
     become subject to the Fairfield Communities, Inc. 2000 Incentive Stock Plan
     as a result of anti-dilution provisions of the plan.
(2)  Includes associated share purchase rights pursuant to a Rights Agreement
     adopted by the registrant.
(3)  The registration fee has been computed in accordance with paragraphs (c)
     and (h) of Rule 457, based upon the average of the reported high and low
     sales prices of shares of the Common Stock on the Composite Tape of the New
     York Stock Exchange, Inc. on May 15, 2000.

================================================================================
EXPLANATORY NOTES

     The information called for by Part I of Form S-8 is included in the
description of the Fairfield Communities, Inc. 2000 Incentive Stock Plan to be
delivered to persons purchasing shares pursuant to the plan.  Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference, as of their respective
dates, in this Form S-8:

     .   Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

     .   Quarterly Report on Form 10-Q for the period ended March 31, 2000; and

     .   The description of our common stock contained in our registration
         statements on Form 8-A (File No. 1-8096).

         In addition, all documents we file subsequently pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered under this Registration Statement 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 of
this Registration Statement from the date of filing of such documents. Any
statement contained in this Registration Statement or in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or therein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Our Certificate of Incorporation provides that the personal liability
of our directors to us is eliminated to the maximum extent permitted by Delaware
law. Our Certificate of Incorporation and Bylaws provide for the indemnification
of our directors, officers, employees and agents to the fullest extent permitted
by Delaware law. Certain provisions of our Certificate of Incorporation protect
our directors against personal liability for monetary damages resulting from
breaches of their fiduciary duty of care, except as set forth below. Under
Delaware law, absent these provisions, our directors could be held liable for
gross negligence in the performance of their duty of care, but not for simple
negligence. Our Certificate of Incorporation absolves our directors of liability
for negligence in the performance of their duties, including gross negligence.
However, our directors remain liable for breaches of their duty of loyalty to us
and our stockholders, as well as for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. Our
Certificate of Incorporation also does not absolve directors of liability under
Section 174 of the Delaware General Corporation Law, which makes directors
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.

                                       2
Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
proceedings (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to our best interests. With respect to any
criminal action or proceeding, the same standard of care applies, however, such
person also must have no reasonable cause to believe his conduct was unlawful. A
similar standard of care is applicable in the case of a derivative action,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action. Delaware
law requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to us.

         We have also entered into indemnification agreements with our directors
and officers pursuant to which we are generally obligated to indemnify our
directors and officers to the fullest extent permitted by Delaware law.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

4.1            Second Amended and Restated Certificate of Incorporation of
               Fairfield (previously filed as Exhibit 3.8 to Fairfield's Current
               Report on Form 8-K, filed by Fairfield on September 1, 1992, SEC
               File No. 92-22-6962, and incorporated herein by reference).

4.2            Certificate of Amendment to Amended and Restated Certificate of
               Incorporation of Fairfield (previously filed as Exhibit 4.2 to
               Fairfield's Registration Statement on Form S-8, SEC File No. 333-
               42901, and incorporated herein by reference).

4.3            Fifth Amended and Restated By-Laws of Fairfield (previously filed
               as Exhibit 3(ii) to Fairfield's Current Report on Form 8-K dated
               May 22, 1996, SEC File No. 001-08096, and incorporated herein by
               reference).

4.4            Fairfield Communities, Inc. 2000 Incentive Stock Plan (filed
               herewith).

5.1            Opinion of Jones, Day, Reavis & Pogue (filed herewith).

23.1           Consent of Ernst & Young LLP (filed herewith).

23.2           Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

24.1           Power of Attorney (included on the signature page hereof).

Item 9.  Undertakings

         (a)   The undersigned 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:

                    (i)   to include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range

                                       3
may be reflected in the form of prospectus filed with the Commission
           pursuant to Rule 424(b) if, in the aggregate, the changes in volume
           and price represent no more than a 20 percent change in the maximum
           aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective registration statement; and

                 (iii)  to include any material information with respect to the
           plan of distribution not previously disclosed in this registration
           statement or any material change to such information in this
           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 with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by reference
     in this registration statement;

           (2)   That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment 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.

     (b)   The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934)
           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.

     (c)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication
           of such issue.

                                       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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orlando, State of Florida, on this 18th day of
May, 2000.

                                    FAIRFIELD COMMUNITIES, INC.

                                    By:  /s/ James G. Berk
                                       ________________________________________
                                                  James G. Berk
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints James G.
Berk, Robert W. Howeth and Marcel J. Dumeny, and each of them acting
individually, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them acting individually, full power and authority to do and
perform each and every act and thing necessary or advisable to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on May 18, 2000.
Signature                                                         Title
            ---------                                                         -----
/s/ James G. Berk                                         President and Chief Executive Officer; Director
---------------------------------
       James G. Berk                                                  (Principal Executive Officer)

  /s/ Robert W. Howeth                                       Executive Vice President and Chief Financial Officer
-------------------------------
      Robert W. Howeth                                                (Principal Financial Officer)

 /s/ William G. Sell                                         Vice President, Controller and Chief Accounting Officer
-------------------------------
     William G. Sell                                                   (Principal Accounting Officer)

/s/ Ernest D. Bennett, III
-------------------------------
    Ernest D. Bennett, III                                   Director

  /s/ Philip A. Clement
-------------------------------
      Philip A. Clement                                      Director

   /s/ John D. Hayes
-------------------------------
       John D. Hayes                                         Director
/s/ Philip L. Herrington
--------------------------------
        Philip L. Herrington                                 Director

    /s/ Gerald M. Johnston
--------------------------------
        Gerald M. Johnston                                   Director

    /s/ Ilan Kaufthal
-------------------------------
        Ilan Kaufthal                                        Director

    /s/ Bryan D. Langton
-------------------------------
        Bryan D. Langton                                     Director

    /s/ William C. Scott
-------------------------------
        William C. Scott                                     Director
INDEX TO EXHIBITS

Exhibit No.                         Description
-----------                         ------------

4.1            Second Amended and Restated Certificate of Incorporation of
               Fairfield previously filed as Exhibit 3.8 to Fairfield's Current
               Report on Form 8-K, filed by Fairfield on September 1, 1992, SEC
               File No. 92-22-6962, and incorporated herein by reference).

4.2            Certificate of Amendment to Amended and Restated Certificate of
               Incorporation of Fairfield (previously filed as Exhibit 4.2 to
               Fairfield's Registration Statement on Form S-8, SEC File No. 333-
               42901, and incorporated herein by reference).

4.3            Fifth Amended and Restated By-Laws of Fairfield (previously filed
               as Exhibit 3(ii) to Fairfield's Current Report on Form 8-K dated
               May 22, 1996, SEC File No. 001-08096, and incorporated herein by
               reference).

4.4            Fairfield Communities, Inc. 2000 Incentive Stock Plan (filed
               herewith).

5.1            Opinion of Jones, Day, Reavis & Pogue (filed herewith).

23.1           Consent of Ernst & Young LLP (filed herewith).

23.2           Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

24.1           Power of Attorney (included on the signature page hereof).