FAIRFIELD COMMUNITIES INC
DEFA14A, 1996-04-04
OPERATIVE BUILDERS
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                   -----

                               SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of
                    the Securities Exchange Act of 1934


Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[x]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or 
     Section 240.14a-12

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

                        FAIRFIELD COMMUNITIES, INC.
                 (Name of Person(s) Filing Proxy Statement)
              ------------------------------------------------

Payment of Filing Fee (Check the appropriate box):
[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     (1)  Title of each class of securities to which transaction applies:
     (2)  Aggregate number of securities to which transaction applies:
     (3)  Per unit price or other underlying value of transaction computed 
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which 
          the filing fee is calculated and state how it was determined):
     (4)  Proposed maximum aggregate value of transaction:
     (5)  Total fee paid:
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by Exchange Act 
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
     paid previously.  Identify the previous filing by registration statement 
     number, or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:
     (2)  Form, Schedule or Registration Statement No.:
     (3)  Filing Party:
     (4)  Date Filed:
=============================================================================

<PAGE>


                          [Boston EquiServe Letterhead]






April 4, 1996



To:     Record Stockholders of Fairfield Communities, Inc.

From:   Boston EquiServe

Re:     April 1, 1996 Mailing of Fairfield Communities, Inc. Proxy Materials
        --------------------------------------------------------------------


     Boston EquiServe is the stock transfer agent and registrar for Fairfield 
Communities, Inc.'s common stock.  On April 1, 1996, we mailed you (a) a 
Notice of the 1996 Annual Meeting of Stockholders of Fairfield Communities, 
Inc. and related Proxy Statement, dated April 1, 1996, (b) a WHITE proxy card 
and (c) the 1995 Annual Report to Shareholders of Fairfield Communities, Inc.  
This material was mailed by us in error, without authorization by Fairfield 
Communities, Inc.  While the 1995 Annual Report to Shareholders is in final 
form and should be retained by you, the April 1, 1996 Notice of the 1996 
Annual Meeting of Stockholders and related Proxy Statement, as well as the 
accompanying WHITE proxy card, should be discarded.  Fairfield Communities, 
Inc. advises that it expects to mail out the proper proxy materials, which 
will include a BLUE proxy card, on or about April 8, 1996.  Please do NOT 
return the WHITE proxy card - you will be given the opportunity to vote your 
shares of Fairfield Communities, Inc. stock using the BLUE proxy card which 
will be included in the supplemental mailing.

     Boston EquiServe regrets any inconvenience caused by the erroneous 
mailing of Fairfield Communities, Inc. proxy materials.  As shareholders of 
Fairfield Communities, Inc., you should also be aware that Boston EquiServe 
has agreed to bear the additional costs which are incurred due to the extra 
mailings required as a result of this error.



<PAGE>



                   [Fairfield Communities, Inc. Letterhead]





April 8, 1996



To:	Record Stockholders of Fairfield Communities, Inc.

Re:	Voting Your Fairfield Communities, Inc. Stock
        ---------------------------------------------


	You should have received a letter, dated April 4, 1996, from Boston 
EquiServe, the stock transfer agent and registrar for Fairfield Communities, 
Inc.'s common stock, notifying you that (a) the Notice of Annual Meeting of 
Stockholders of Fairfield Communities, Inc. and related Proxy Statement, dated 
April 1, 1996, and (b) the WHITE proxy card included in the April 1, 1996 
mailing, were sent to you by mistake.  Please find enclosed the proper proxy 
materials for the 1996 Annual Meeting of Stockholders of Fairfield 
Communities, Inc., scheduled to be held on May 9, 1996.  As noted in Boston 
EquiServe's earlier letter, the 1995 Annual Report to Shareholders, which was 
also included in Boston EquiServe's April 1, 1996 mailing, is in final form, 
and should be retained by you.

	Please do NOT return the WHITE proxy card mailed in error with the 
earlier proxy materials.  You should USE THE ENCLOSED BLUE PROXY CARD TO VOTE 
YOUR SHARES OF FAIRFIELD COMMUNITIES, INC. STOCK FOR THE 1996 ANNUAL MEETING.

	Fairfield Communities, Inc. regrets any inconvenience caused by Boston 
EquiServe's erroneous April 1, 1996 mailing of Fairfield Communities, Inc. 
proxy materials.  As noted in Boston EquiServe's April 4, 1996 letter to you, 
Boston EquiServe has agreed to bear the additional costs which are incurred 
due to the extra mailings required as a result of its error.
 



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