SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of
1934 Amendment No. 2
Fairfield Communities, Inc.
(Name of Issuer)
Common Stock, 0.01 Par Value
(Title of Class of Securities)
304231301000
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. ( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-
reference) shall not be deemed to be "filed" for the purpose
of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the
Act.
CUSIP No.
304231301000
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above
Person 13-2518466
2) Check the Appropriate box if a Member of
a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
494,686
6) Shared Voting Power
-0-
7) Sole Dispositive Power
494,686
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting
Person 494,686
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
4.13%
12) Type of Reporting Person
BD
CUSIP No.
304231301000
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above
Person 13-3216325
2) Check the Appropriate box if a Member of
a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
494,686
6) Shared Voting Power
-0-
7) Sole Dispositive Power
494,686
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting
Person 494,686
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
4.13%
12) Type of Reporting Person
HC/CO
CUSIP No.
304231301000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above
Person 13-4922250
2) Check the Appropriate box if a Member of
a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
494,686
6) Shared Voting Power
-0-
7) Sole Dispositive Power
494,686
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting
Person 494,686
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(___)
11) Percent of Class Represented by Amount
in Row 9
4.13%
12) Type of Reporting Person
HC/CO
Item 1(a). Name of Issuer: Fairfield Communities,
Inc.
Item 1(b). Address of Issuer's Principal Executive
Offices:
2800 Cantrell Boulevard
Little Rock, Arkansas 72202
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company
Item 2(b). Address of Principal Business
Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of
Organization: See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 Par Value
Item 2(e). CUSIP Number:
304231301000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Lehman Brothers Inc.,
a Broker/Dealer registered under Section 15 of the Act, and
Lehman Brothers Holdings Inc. and American Express Company,
parent holding companies in accordance with Section 240.13d-
1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: March 31, 1994
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such
person has: (i) sole power to vote or to
direct the vote (ii) shared power to vote
or to direct the vote
(iii) sole power to dispose or to direct the
disposition (iv) shared power to dispose or to
direct the disposition See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a
Class
This statement is being filed to report that as of
March 31, 1994 the reporting persons have ceased to
be the beneficeial owners of more than 5% of the
class of securities covered by this report.
Item 6. Ownership of More than Five Percent on Behalf of
Another
Person
Not Applicable.
Item 7. Identification and Classification of the
Subsidiary which
Acquired the Security being reported on by the Parent
Holding Company
See Exhibit 1
Item 8. Identification and Classification of Members of
the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of
such securities and were not acquired in connection with
or as a participant in any transaction having such
purposes or effect.
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 31, 1994
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers
Inc., a registered Broker/Dealer and Lehman Brothers
Holdings Inc. and American Express Company, parent holding
companies. The relevant subsidiary is Lehman Brothers
Inc.
