VACATION PROPERTIES INTERNATIONAL INC
8-A12B, 1998-05-12
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

                         ResortQuest International, Inc.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                           52-2055247
     --------------------                                  --------------
(State of incorporation or                                 I.R.S. Employer
 organization                                              Identification No.)

1355-B Lynnfield Road                                 
Suite 245
Memphis, Tennessee                                              38119
- ------------------------                                      ----------
(Address of principal                                         (Zip Code)
 executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                      Name of each exchange on which
         to be so registered                      each class is to be registered
         -----------------------                  ------------------------------
         Common Stock, par value                  New York Stock Exchange
         $.01 per share

     If this Form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), please check the following box.                         [X]

     If this Form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), please check the following box.                         [  ]

               

Securities  Act  registration  statement file number to which this Form relates:
333- 47867
- ----------

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                 ---------------
                                (Title of Class)


<PAGE>



Item 1.   Description of Registrant's Securities to be Registered.

     The description of the Registrant's  Common Stock, par value $.01 per share
(the "Common Stock"),  is incorporated  herein by reference to Amendment No.3 to
the Registration Statement on Form S-1 as filed with the Securities and Exchange
Commission on May 12, 1998.

Item 2.   Exhibits.

                  a.       The form of certificate for the  Registrant's  Common
                           Stock is incorporated  herein by reference to Exhibit
                           4.1  to   Amendment   No.   1  to  the   Registrant's
                           Registration Statement on Form S-1, as filed with the
                           Securities and Exchange Commission on April 27, 1998.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934,  the  Registrant  has duly caused this  amendment  to the  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized.

                                            RESORTQUEST INTERNATIONAL, INC.
 
Date: May 12, 1998                         
                                            By: /s/ Elan J. Blutinger
                                            -------------------------
                                                    Elan J. Blutinger
                                                    President
<PAGE>


                                  EXHIBIT INDEX
                               -------------------


EXHIBIT                                 
NUMBER                              DESCRIPTION               
- --------                           ----------------  

     *1        Description of the Registrant's Common Stock to be registered.
     
    **2        Form of Certificate for the Registrant's Common Stock.

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

  *      Incorporated herein by reference to Amendment No. 3 to the Registrant's
         Registration Statement on Form S-1 under the Securities Act of 1933, as
         amended,  as filed with the Securities  and Exchange  Commission on May
         12, 1998.

* *      Incorporated herein by reference to Amendment No. 1 to the Registrant's
         Registration Statement on Form S-1 under the Securities Act of 1933, as
         amended,  as filed with the Securities and Exchange Commission on April
         27, 1998.


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