UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-Q/A


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

     For the quarterly period ended March 31, 1997

     OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     Commission File Number   0-29114
                           -------------


                                 VISTANA, INC.
            (Exact Name of Registrant as Specified in its Charter)

                FLORIDA                                59-3415620
        (State of Incorporation)           (IRS Employer Identification Number)

                              8801 Vistana Centre Drive
                                Orlando, Florida 32821
               (Address of Principal Executive Offices and Zip Code)

                                (407) 239-3100
              (Registrant's Telephone Number Including Area Code)


     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 
             -----       -----

     Number of shares outstanding of the issuer's Common Stock, par value $.01
     per share, as of May 7, 1997: 18,800,000 shares.

     This quarterly report on Form 10-Q/A contains 2 pages, of which this is
     page 1.

 
PART II.  OTHER INFORMATION


     ITEM 1.  LEGAL PROCEEDINGS

          None.

     ITEM 2.  CHANGES IN SECURITIES

          None.

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          None.

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

     ITEM 5.  OTHER INFORMATION

          None.

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits
               Exhibit 27: Financial Data Schedule
          (b) No reports on Form 8-K were filed during the quarter ended March
              31, 1997.



SIGNATURES:

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.


                                           VISTANA, INC.
                                            (Registrant)


Date:   May 15, 1997                      By:/s/ Raymond L. Gellein, Jr.
     ---------------------------------       -------------------------------
                                             Raymond L. Gellein, Jr.
                                             Chairman and Co-Chief Executive



                                          By:/s/ John M. Sabin
                                             ------------------------------- 
                                             John M. Sabin
                                             Sr. Vice President and Chief 
                                             Financial Officer
                                             Chief Accounting Officer

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