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 September 30, 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, FL  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 November 11, 1997: 19,007,630 shares.

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




 
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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: November 13, 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

Exhibit 27: Financial Data Schedule

This schedule contains summary financial information extracted from the 
Consolidated Balance Sheet, Consolidated Statement of Operations and 
Consolidated Statement of Cash Flows included in the