EXHIBIT 24.1

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints RAYMOND L. GELLEIN, JR. and JEFFREY A.
ADLER, and each of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents for him and on his behalf and in his
name, place and stead, in any and all capacities (including his capacity as a
director and/or officer of Vistana, Inc., a Florida corporation (the
"Company")), to sign, execute and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority) a Registration
Statement on Form S-1 (including all amendments, supplements and post-effective
amendments thereto) and to file a Registration Statement pursuant to Section
462(b) of the Securities Act of 1933, as amended (the "Act"), with all exhibits
and any and all documents required to be filed with respect thereto, relating to
the registration under the Act of shares of the Company's common stock, par
value $.01 per share, granting unto said attorneys-in-fact and agents and each
of them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

                                       Dated:  February 4, 1997
                                                                                


/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr.



/s/ Jeffrey A. Adler
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Jeffrey A. Adler



/s/ Matthew E. Avril
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Matthew E. Avril



/s/ John M. Sabin
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John M. Sabin