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 issuer as specified in its charter)

                       --------------------------------

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



                              2800 Cantrell Road
                         Little Rock, Arkansas  72202
                                (501) 664-6000
                   (Address of Principal Executive Offices)

                        ------------------------------

                          FAIRFIELD COMMUNITIES, INC.
                   FIRST AMENDED AND RESTATED 1992 WARRANT PLAN
                           (full title of the plan)


Marcel J. Dumeny                                 Copies of Communications to:
Senior Vice President,                           Les R. Baledge
General Counsel and Secretary                    Rose Law Firm
2800 Cantrell Road                               A Professional Association
Little Rock, Arkansas  72202                     120 East Fourth Street
(501) 664-6000                                   Little Rock, Arkansas  72201
(Name, address, including zip code,              (501) 375-9131
and telephone number, including         
area code, of agent for service)        

                         CALCULATION OF REGISTRATION FEE

                              Proposed      Proposed
Title of                      Maximum       Maximum
Securities     Amount         Offering      Aggregate           Amount of
to be          to be          Price         Offering            Registration
Registered     Registered     Per Share     Price               Fee
- ----------     ----------     ---------     --------------      ------------
Common         1,000,000      $5.94 (1)     $5,940,000 (1)      $2,048.28
Stock (par     Shares
value $.01)

  (1)  Calculated pursuant to Rule 457(c) based upon the average of the high 
and low price per share of Fairfield Communities, Inc.'s Common Stock on 
September 29, 1994.

<PAGE>

                                 PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

*    Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted from the registration statement in accordance with 
Rule 428 under the Securities Act of 1933 and the Note to Part I of 
Form S-8.

                             PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents filed by Fairfield Communities, Inc. 
("Registrant" or "Company") with the Securities and Exchange Commission are 
incorporated by reference in this registration statement:

          (1)  Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1993 (the "Form 10-K") filed pursuant to Section 13(a) of the 
Securities Exchange Act of 1934 (the "Exchange Act"), as amended on April 
28, 1994 on Form 10-K/A (No. 1) and amended and restated on August 11, 1994 
on Form 10-K/A (No.2).

          (2)  Registrant's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1994, as amended on August 11, 1994 on Form 10-Q/A.

          (3)  Registrant's Current Report on Form 8-K for the event 
occurring on April 6, 1994.

          (4)  Registrant's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1994.

          (5)  Registrant's Current Report on Form 8-K for the event 
occurring on September 23, 1994.

          (6)  The description of Registrant's Common Stock contained in 
Registrant's Registration Statement on Form 8-A, dated September 30, 1992.

     In addition, all documents subsequently filed by Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 
prior to the filing of a post-effective amendment which indicates that all 
securities offered 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.

Item 6.  Indemnification of Directors and Officers

     The Company's Certificate of Incorporation (the "Certificate") provides 
that each person serving as a director, officer, employee or agent of the 
Company (including the heirs, executors, administrators, or estate of such 
person), or any such person serving at the request of the Board or an 
officer as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other legal entity, shall be 
indemnified by the Company to the fullest extent permitted by the General 
Corporation Law of the State of Delaware (the "DGCL").  The Certificate also 
provides that the Company may adopt Bylaw provisions or enter into separate 
agreements with any person to provide for indemnification greater or 
different than that provided by the Certificate.

     The Company's By-laws provide that the Company shall indemnify and hold 
harmless its directors and officers to the fullest extent legally 
permissible under and pursuant to any procedure specified in the DGCL 
against all expenses, liabilities, and losses (including attorneys' fees, 
judgments, fines, and amounts paid or to be paid in settlement) incurred in 
connection with their service or status as directors and officers.  Such 
indemnification would also extend to liabilities arising from actions taken 
by directors or officers when serving at the request of the Company as a 
director, officer, or employee of another corporation, or as its 
representative in a partnership, joint venture or other enterprise.

     Section 145 of the DGCL, as currently in effect, sets forth the 
indemnification rights of directors and officers of Delaware corporations.  
Under such provision, a director or officer of a corporation (i) shall be 
indemnified by the corporation for all expenses of litigation or other legal 
proceedings when he is successful on the merits or otherwise, (ii) may be 
indemnified by the corporation for the expenses, judgments, fines and 
amounts paid in settlement of such litigation (other than a derivative suit) 
even if he is not successful on the merits if he acted in good faith and in 
a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation (and, in the case of a criminal proceeding, had 
no reason to believe his conduct was unlawful), and (iii) may be indemnified 
by the corporation for expenses of a derivative suit (a suit by a 
stockholder alleging a breach by a director or officer of a duty owed to the 
corporation), even if he is not successful on the merits, if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, provided that no such indemnification 
may be made in accordance with this clause (iii) if the director or officer 
is adjudged liable to the corporation, unless a court determines that, 
despite such adjudication but in view of all of the circumstances, he is 
fairly and reasonably entitled to indemnification of such expenses.  The 
indemnification described in clauses (ii) and (iii) above shall be made only 
upon a determination by (i) a majority of a quorum of disinterested 
directors, (ii) independent legal counsel in a written opinion or (iii) the 
stockholders, that indemnification is proper because the applicable standard 
of conduct is met.

     The effect of the indemnification provisions contained in the Company's 
Certificate and By-laws is to require the Company to indemnify its directors 
and officers under circumstances where such indemnification would otherwise 
be discretionary and to extend to the Company's directors and officers the 
benefits of Delaware law dealing with director and officer indemnification, 
as well as any future changes which might occur under Delaware law in this 
area.

     The Company's Certificate and By-laws specify that the indemnification 
rights granted thereunder are not exclusive of any other indemnification 
rights that the director or officer may have.  As permitted by Section 
145(g) of the DGCL, the Company's By-laws also authorize the Company to 
purchase directors' and officers' insurance for the benefit of its past and 
present directors and officers, irrespective of whether the Company has the 
power to indemnify such persons under Delaware law.  The Company currently 
maintains such insurance as allowed by these provisions.

     The Company's By-laws also provide that expenses incurred by a director 
or officer in defending a civil or criminal lawsuit or proceeding arising 
out of actions taken in his official capacity, or in certain other 
capacities, will be paid by the Company in advance of the final disposition 
of the matter upon receipt of an undertaking from the director or officer to 
repay the sum advanced if it is ultimately determined that he is not 
entitled to be indemnified by the Company pursuant to applicable provisions 
of the DGCL.

     As noted above, the Company's directors and officers have certain 
indemnity rights under the Company's Certificate and By-laws and the DGCL 
and are protected from certain other liabilities by the Company's existing 
directors' and officers' insurance.  The Company has also entered into 
supplemental indemnification agreements with its directors and with certain 
officers (collectively the "Indemnitees").  The indemnification agreements 
provide the Indemnitees with indemnification rights coextensive with those 
rights provided under the DGCL.  The agreements formalize the procedures for 
effecting indemnification from the Company, clarify the rights of the 
Indemnitees in the event of any merger or other combination involving the 
Company in which the Company is not the resulting or surviving entity, and 
provide further assurances to the Indemnitees that the Company will take no 
action to diminish or encumber their indemnification rights.

     Additionally, the indemnification agreements provide, subject to the 
applicable provisions of the DGCL, indemnification rights to each Indemnitee 
against any amount which he is or becomes legally obligated to pay relating 
to and arising out of any act or omission or neglect or breach of duty which 
he commits, suffers, permits or acquiesces in while acting in his capacity 
as an officer or director of the Company or, at the request of the Company, 
as a director, officer, employee or agent of another corporation.  No 
indemnification, however, is provided in such case if a final court 
adjudication shall determine that such indemnification is not lawful, or in 
respect of any claim against an indemnity to the extent based upon or 
attributable to the Indemnitee gaining a personal profit to which he was not 
entitled, including profits made from a purchase or sale of securities of 
the Company in violation of Section 16(b) of the Exchange Act or on account 
of any profits arising from publicly traded securities of the Company in 
violation of Section 10(b) of the Exchange Act, including Rule 10b-5 
promulgated thereunder.

Item 8.  Exhibits

     See Index to Exhibits on page 6.

Item 9.  Undertakings

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made of the securities registered hereby, 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 
this 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 the undertakings set forth in paragraphs (a)(1)(i) 
and (a)(1)(ii) above 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 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 of 1933, 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 further 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 the 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.

     (h)  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 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the 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 Act and will be governed by the final 
adjudication of such issue.

<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 Little Rock, State of Arkansas, on 
the 6th day of October, 1994.

                                           FAIRFIELD COMMUNITIES, INC.
                                           (Registrant)

                                           By:  /s/ J. W. McConnell
                                                    J. W. McConnell,
                                                    Director, President and
                                                    Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

Signature                       Title                           Date
- ---------                       -----                           ----

/s/ Russell A. Belinsky*       Director                    October 6, 1994
    Russell A. Belinsky

/s/ Ernest D. Bennett, III*    Director                    October 6, 1994
    Ernest D. Bennett, III

/s/ Daryl J. Butcher*          Director                    October 6, 1994
    Daryl J. Butcher

/s/ Philip L. Herrington*      Director                    October 6, 1994
    Philip L. Herrington

/s/ William C. Scott           Director                    October 6, 1994
    William C. Scott*

/s/ J. Steven Wilson*          Director                    October 6, 1994
    J. Steven Wilson

/s/ J. W. McConnell            Director, President and     October 6, 1994
    J. W. McConnell            Chief Executive Officer

/s/ R. W. Howeth               Senior Vice President,      October 6, 1994
    R. W. Howeth               Chief Financial Officer
                               and Treasurer

/s/ William G. Sell            Vice President/Controller   October 6, 1994
    William G. Sell            (Chief Accounting Officer)




*By:    /s/ J. W. McConnell
            J. W. McConnell
            Attorney-in-Fact

<PAGE>

                            INDEX TO EXHIBITS


EXHIBIT
NUMBER           DESCRIPTION OF DOCUMENT
- -------          -----------------------



  (4)           Fairfield Communities, Inc. First Amended and Restated
                1992 Warrant Plan, previously filed as Exhibit 10.7 to
                Registrant's Quarterly Report on Form 10-Q for the quarter 
                ended September 30, 1993

  (5)           Opinion of Rose Law Firm, a Professional Association

 (23a)          Consent of Ernst & Young LLP, independent auditors 

 (23b)          Consent of Rose Law Firm, a Professional Association
                (included as part of Exhibit 5)

 (24)           Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18585}]
{"company-data": {"conformed-name": "FAIRFIELD COMMUNITIES INC", "cik": "0000276189", "assigned-sic": "1531", "irs-number": "710390438", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55841", "film-number": "94551950"}, "business-address": {"street1": "2800 CANTRELL RD", "city": "LITTLE ROCK", "state": "AR", "zip": "72202", "phone": "5016646000"}, "mail-address": {"street1": "2800 CANTRELL ROAD", "city": "LITTLE ROCK", "state": "AR", "zip": "72202"}}
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 issuer as specified in its charter)

                       --------------------------------

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

                              2800 Cantrell Road
                         Little Rock, Arkansas  72202
                                (501) 664-6000
                   (Address of Principal Executive Offices)

                        ------------------------------

                          FAIRFIELD COMMUNITIES, INC.
                   FIRST AMENDED AND RESTATED 1992 WARRANT PLAN
                           (full title of the plan)

Marcel J. Dumeny                                 Copies of Communications to:
Senior Vice President,                           Les R. Baledge
General Counsel and Secretary                    Rose Law Firm
2800 Cantrell Road                               A Professional Association
Little Rock, Arkansas  72202                     120 East Fourth Street
(501) 664-6000                                   Little Rock, Arkansas  72201
(Name, address, including zip code,              (501) 375-9131
and telephone number, including         
area code, of agent for service)        

                         CALCULATION OF REGISTRATION FEE

                              Proposed      Proposed
Title of                      Maximum       Maximum
Securities     Amount         Offering      Aggregate           Amount of
to be          to be          Price         Offering            Registration
Registered     Registered     Per Share     Price               Fee
- ----------     ----------     ---------     --------------      ------------
Common         1,000,000      $5.94 (1)     $5,940,000 (1)      $2,048.28
Stock (par     Shares
value $.01)

  (1)  Calculated pursuant to Rule 457(c) based upon the average of the high 
and low price per share of Fairfield Communities, Inc.'s Common Stock on 
September 29, 1994.
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

*    Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted from the registration statement in accordance with 
Rule 428 under the Securities Act of 1933 and the Note to Part I of 
Form S-8.

                             PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents filed by Fairfield Communities, Inc. 
("Registrant" or "Company") with the Securities and Exchange Commission are 
incorporated by reference in this registration statement:

          (1)  Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1993 (the "Form 10-K") filed pursuant to Section 13(a) of the 
Securities Exchange Act of 1934 (the "Exchange Act"), as amended on April 
28, 1994 on Form 10-K/A (No. 1) and amended and restated on August 11, 1994 
on Form 10-K/A (No.2).

          (2)  Registrant's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1994, as amended on August 11, 1994 on Form 10-Q/A.

          (3)  Registrant's Current Report on Form 8-K for the event 
occurring on April 6, 1994.

          (4)  Registrant's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1994.

          (5)  Registrant's Current Report on Form 8-K for the event 
occurring on September 23, 1994.

          (6)  The description of Registrant's Common Stock contained in 
Registrant's Registration Statement on Form 8-A, dated September 30, 1992.

     In addition, all documents subsequently filed by Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 
prior to the filing of a post-effective amendment which indicates that all 
securities offered 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.

Item 6.  Indemnification of Directors and Officers

     The Company's Certificate of Incorporation (the "Certificate") provides 
that each person serving as a director, officer, employee or agent of the 
Company (including the heirs, executors, administrators, or estate of such 
person), or any such person serving at the request of the Board or an 
officer as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other legal entity, shall be 
indemnified by the Company to the fullest extent permitted by the General 
Corporation Law of the State of Delaware (the "DGCL").  The Certificate also 
provides that the Company may adopt Bylaw provisions or enter into separate 
agreements with any person to provide for indemnification greater or 
different than that provided by the Certificate.

     The Company's By-laws provide that the Company shall indemnify and hold 
harmless its directors and officers to the fullest extent legally 
permissible under and pursuant to any procedure specified in the DGCL 
against all expenses, liabilities, and losses (including attorneys' fees, 
judgments, fines, and amounts paid or to be paid in settlement) incurred in 
connection with their service or status as directors and officers.  Such 
indemnification would also extend to liabilities arising from actions taken 
by directors or officers when serving at the request of the Company as a 
director, officer, or employee of another corporation, or as its 
representative in a partnership, joint venture or other enterprise.

     Section 145 of the DGCL, as currently in effect, sets forth the 
indemnification rights of directors and officers of Delaware corporations.  
Under such provision, a director or officer of a corporation (i) shall be 
indemnified by the corporation for all expenses of litigation or other legal 
proceedings when he is successful on the merits or otherwise, (ii) may be 
indemnified by the corporation for the expenses, judgments, fines and 
amounts paid in settlement of such litigation (other than a derivative suit) 
even if he is not successful on the merits if he acted in good faith and in 
a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation (and, in the case of a criminal proceeding, had 
no reason to believe his conduct was unlawful), and (iii) may be indemnified 
by the corporation for expenses of a derivative suit (a suit by a 
stockholder alleging a breach by a director or officer of a duty owed to the 
corporation), even if he is not successful on the merits, if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, provided that no such indemnification 
may be made in accordance with this clause (iii) if the director or officer 
is adjudged liable to the corporation, unless a court determines that, 
despite such adjudication but in view of all of the circumstances, he is 
fairly and reasonably entitled to indemnification of such expenses.  The 
indemnification described in clauses (ii) and (iii) above shall be made only 
upon a determination by (i) a majority of a quorum of disinterested 
directors, (ii) independent legal counsel in a written opinion or (iii) the 
stockholders, that indemnification is proper because the applicable standard 
of conduct is met.

     The effect of the indemnification provisions contained in the Company's 
Certificate and By-laws is to require the Company to indemnify its directors 
and officers under circumstances where such indemnification would otherwise 
be discretionary and to extend to the Company's directors and officers the 
benefits of Delaware law dealing with director and officer indemnification, 
as well as any future changes which might occur under Delaware law in this 
area.

     The Company's Certificate and By-laws specify that the indemnification 
rights granted thereunder are not exclusive of any other indemnification 
rights that the director or officer may have.  As permitted by Section 
145(g) of the DGCL, the Company's By-laws also authorize the Company to 
purchase directors' and officers' insurance for the benefit of its past and 
present directors and officers, irrespective of whether the Company has the 
power to indemnify such persons under Delaware law.  The Company currently 
maintains such insurance as allowed by these provisions.

     The Company's By-laws also provide that expenses incurred by a director 
or officer in defending a civil or criminal lawsuit or proceeding arising 
out of actions taken in his official capacity, or in certain other 
capacities, will be paid by the Company in advance of the final disposition 
of the matter upon receipt of an undertaking from the director or officer to 
repay the sum advanced if it is ultimately determined that he is not 
entitled to be indemnified by the Company pursuant to applicable provisions 
of the DGCL.

     As noted above, the Company's directors and officers have certain 
indemnity rights under the Company's Certificate and By-laws and the DGCL 
and are protected from certain other liabilities by the Company's existing 
directors' and officers' insurance.  The Company has also entered into 
supplemental indemnification agreements with its directors and with certain 
officers (collectively the "Indemnitees").  The indemnification agreements 
provide the Indemnitees with indemnification rights coextensive with those 
rights provided under the DGCL.  The agreements formalize the procedures for 
effecting indemnification from the Company, clarify the rights of the 
Indemnitees in the event of any merger or other combination involving the 
Company in which the Company is not the resulting or surviving entity, and 
provide further assurances to the Indemnitees that the Company will take no 
action to diminish or encumber their indemnification rights.

     Additionally, the indemnification agreements provide, subject to the 
applicable provisions of the DGCL, indemnification rights to each Indemnitee 
against any amount which he is or becomes legally obligated to pay relating 
to and arising out of any act or omission or neglect or breach of duty which 
he commits, suffers, permits or acquiesces in while acting in his capacity 
as an officer or director of the Company or, at the request of the Company, 
as a director, officer, employee or agent of another corporation.  No 
indemnification, however, is provided in such case if a final court 
adjudication shall determine that such indemnification is not lawful, or in 
respect of any claim against an indemnity to the extent based upon or 
attributable to the Indemnitee gaining a personal profit to which he was not 
entitled, including profits made from a purchase or sale of securities of 
the Company in violation of Section 16(b) of the Exchange Act or on account 
of any profits arising from publicly traded securities of the Company in 
violation of Section 10(b) of the Exchange Act, including Rule 10b-5 
promulgated thereunder.

Item 8.  Exhibits

     See Index to Exhibits on page 6.

Item 9.  Undertakings

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made of the securities registered hereby, 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 
this 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 the undertakings set forth in paragraphs (a)(1)(i) 
and (a)(1)(ii) above 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 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 of 1933, 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 further 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 the 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.

     (h)  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 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the 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 Act and will be governed by the final 
adjudication of such issue.
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 Little Rock, State of Arkansas, on 
the 6th day of October, 1994.

                                           FAIRFIELD COMMUNITIES, INC.
                                           (Registrant)

                                           By:  /s/ J. W. McConnell
                                                    J. W. McConnell,
                                                    Director, President and
                                                    Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

Signature                       Title                           Date
- ---------                       -----                           ----

/s/ Russell A. Belinsky*       Director                    October 6, 1994
    Russell A. Belinsky

/s/ Ernest D. Bennett, III*    Director                    October 6, 1994
    Ernest D. Bennett, III

/s/ Daryl J. Butcher*          Director                    October 6, 1994
    Daryl J. Butcher

/s/ Philip L. Herrington*      Director                    October 6, 1994
    Philip L. Herrington

/s/ William C. Scott           Director                    October 6, 1994
    William C. Scott*

/s/ J. Steven Wilson*          Director                    October 6, 1994
    J. Steven Wilson

/s/ J. W. McConnell            Director, President and     October 6, 1994
    J. W. McConnell            Chief Executive Officer

/s/ R. W. Howeth               Senior Vice President,      October 6, 1994
    R. W. Howeth               Chief Financial Officer
                               and Treasurer

/s/ William G. Sell            Vice President/Controller   October 6, 1994
    William G. Sell            (Chief Accounting Officer)

*By:    /s/ J. W. McConnell
            J. W. McConnell
            Attorney-in-Fact
INDEX TO EXHIBITS

EXHIBIT
NUMBER           DESCRIPTION OF DOCUMENT
- -------          -----------------------

  (4)           Fairfield Communities, Inc. First Amended and Restated
                1992 Warrant Plan, previously filed as Exhibit 10.7 to
                Registrant's Quarterly Report on Form 10-Q for the quarter 
                ended September 30, 1993

  (5)           Opinion of Rose Law Firm, a Professional Association

 (23a)          Consent of Ernst & Young LLP, independent auditors 

 (23b)          Consent of Rose Law Firm, a Professional Association
                (included as part of Exhibit 5)

 (24)           Powers of Attorney