FAIRFIELD COMMUNITIES INC
10-Q/A, 1996-08-06
OPERATIVE BUILDERS
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                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C.  20549

                          FORM 10-Q/A (No. 1)
(Mark One)

   [ ] Quarterly Report  Pursuant to Section 13 or 15(d) of the 
         Securities Exchange Act of 1934

         For the quarter ended June 30, 1996

  [ ]  Transition Report  Pursuant to Section 13 or 15(d) of the 
         Securities Exchange Act of 1934 
 
         For  the  transition period  from            to
                                           ----------    ----------          

                    Commission File Number: 1-8096 

                      FAIRFIELD COMMUNITIES, INC.
        (Exact name of registrant as specified in its charter)

        Delaware                             71-0390438                  
(State of Incorporation)           (I.R.S. Employer Identification No.)

             2800 Cantrell Road, Little Rock, Arkansas 72202
       (Address of principal executive offices, including zip code)
     Registrant's telephone number, including area code: (501) 664-6000    

Indicate by check mark whether the registrant (1) has  filed all reports  
required to be filed by  Section 13 or 15(d) of the Securities Exchange 
Act of  1934 during the preceding 12 months (or for such shorter period 
that the  registrant was required  to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.  
Yes   X    No      
    -----     ----    
APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS
              DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether  the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or  15(d) of the Securities 
Exchange  Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.    Yes   X      No      
                                  -----        -----          
The number of shares of the registrant's Common Stock,  $.01 par  value,  
outstanding  as  of  July   31,  1996  totaled 9,956,847. <PAGE>
 

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                              SIGNATURE



     Pursuant to the requirements of the Securities Exchange
Act of 1934, the  registrant has duly caused this  report to
be  signed on its behalf  by the undersigned, thereunto duly
authorized. 


                              FAIRFIELD COMMUNITIES, INC.            
       



Date:  August 6, 1996        /s/William G. Sell                 
     -----------------       ---------------------------------------  
                                William G. Sell, Vice President/
                                Controller (Chief Accounting Officer)


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