SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 10-Q


         (Mark One)

         [X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended March 31, 1999

                                       OR

         [ ]        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: 1-13173

                         FLORIDA PANTHERS HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                          65-0676005
           (State of Incorporation)               (I.R.S. Employer
                                                  Identification No.)

        450 East Las Olas Boulevard                   33301
          Fort Lauderdale, Florida                  (Zip Code)
       (Address of Principal Executive
                  Offices)

    Registrant's telephone number, including area code: (954) 712-1300

    Former Name, Former Address and Former Fiscal Year, if Changed Since Last 
Report: Not Applicable

    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 [ ]

     As of May 13, 1999,  there were 40,551,370  shares of Class A Common Stock,
$.01 par value per share, and 255,000 shares of Class B Common Stock, $.01 par 
value per share, outstanding.

<PAGE>

Part I - Financial Information

Item 1.  Financial Statements

                         FLORIDA PANTHERS HOLDINGS, INC.

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

  
<TABLE>
<S>
                                                        <C>           <C>
                                                         March 31,     June 30,
                                                            1999          1998
                                                         ---------     ---------
                        ASSETS

Current assets:
  Cash and cash equivalents............................. $  14,336     $  37,228
  Restricted cash.......................................    29,559        29,296
  Accounts receivable, net..............................    47,054        28,574
  Inventory.............................................     7,916         6,499
  Current portion of Premier Club notes receivable......     3,870         4,089
  Other current assets..................................    10,357         5,496
          Total current assets..........................   113,092       111,182
Property and equipment, net............................. 1,013,799       959,214
Intangible assets, net..................................    80,383        36,926
Long-term portion of Premier Club notes receivable, net.     7,181         7,828
Other assets............................................    19,676        13,057
                                                        ----------    ---------- 
         Total assets...................................$1,234,131    $1,128,207
                                                        ==========    ==========

         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses................. $  57,948     $  41,326
  Current portion of deferred revenue...................    34,313        35,114
  Short-term debt.......................................   348,555       318,250
  Current portion of long-term debt.....................     5,850         4,540
  Other current liabilities.............................     4,131         3,866
                                                         ---------     --------- 
          Total current liabilities.....................   450,797       403,096
Long-term debt..........................................   219,614       217,836
Premier Club refundable membership fees.................    63,413        65,046
Other non-current liabilities...........................    12,602         9,826
Minority interest.......................................     2,070         1,892
Shareholders' equity:
  Class A  Common  Stock,  $.01  par  value,  100,000,000
   shares  authorized  and  38,912,919  and  34,888,358
   shares issued and outstanding at March 31, 1999 and 
   June 30, 1998, respectively..........................       389           349
  Class B Common Stock, $.01 par value, 10,000,000 shares
   authorized and 255,000 shares issued and outstanding 
   at March 31, 1999 and June 30, 1998.................          3             3
Contributed capital ...................................    472,226       432,110
Retained earnings (accumulated deficit)................     13,017    (   1,951)
                                                        ----------    ---------- 
          Total shareholders' equity ..................    485,635       430,511
                                                        ----------    ---------- 
          Total liabilities and shareholders' equity... $1,234,131    $1,128,207
                                                        ==========    ==========

          See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Three Months Ended March 31,
                      (In thousands, except per share data)


<TABLE>
<S>
                                                           <C>         <C>
                                                              1999       1998
                                                           ---------   --------
 Revenue:
   Leisure and recreation................................  $ 113,426   $ 92,281
   Entertainment and sports..............................     28,862     13,471
                                                           ---------   --------
           Total revenue.................................    142,288    105,752

Operating expenses:
  Cost of leisure and recreation services................     40,720     32,831
  Cost of entertainment and sports services..............     22,133     18,218
  Selling, general and administrative expenses...........     28,024     25,859
  Amortization and depreciation..........................      8,156      6,538
                                                            --------    -------                                           
           Total operating expenses......................     99,033     83,446
                                                                                                   
Operating income.........................................     43,255     22,306
Interest and other income................................        286        366
Interest and other expense...............................    (17,399)    (7,865)
Minority interest........................................    (   114)    (  887)
                                                           ---------   --------                                   
Net income...............................................  $  26,028   $ 13,920
                                                           =========   ========

Net income per share - basic ............................  $    0.70   $   0.40
                                                           =========   ========
                                                                                                    
Net income per share - diluted...........................  $    0.70   $   0.39
                                                           =========   ========
                                                                                                 
Shares used in computing net income per share - basic....     37,022     35,118
                                                           =========   ========

Shares used in computing net income per share - diluted..     37,061     35,788
                                                           =========   ======== 

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       For the Nine Months Ended March 31,
                      (In thousands, except per share data)


<TABLE>
<S>
                                                           <C>        <C>
                                                              1999       1998
                                                           ---------   -------- 
Revenue: 
  Leisure and recreation.................................  $ 242,298   $180,661
  Entertainment and sports...............................     57,317     34,620
                                                           ---------   --------
          Total revenue..................................    299,615    215,281

Operating expenses:
  Cost of leisure and recreation services................    103,762     76,299
  Cost of entertainment and sports services..............     44,294     39,795
  Selling, general and administrative expenses...........     74,250     66,223
  Amortization and depreciation..........................     23,187     15,453 
                                                           ---------   --------                                        
          Total operating expenses.......................    245,493    197,770
Operating income ........................................     54,122     17,511
Interest and other income................................      1,756      1,683
Interest and other expense...............................    (40,616)   (14,528)
Minority interest........................................    (   294)   ( 1,743)
                                                           ---------    -------                                       
Net income...............................................  $  14,968    $ 2,923
                                                           =========    =======                                        

Net income per share - basic ............................  $    0.42    $  0.09
                                                           =========    =======                           
                                                                    
Net income per share - diluted.............. ............     $ 0.42    $  0.08
                                                           =========    ======= 
                                                                                            
Shares used in computing net income per share - basic....     35,762     34,067
                                                           =========    =======

Shares used in computing net income per share - diluted..     35,924     34,474
                                                           =========    =======

          See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


                         FLORIDA PANTHERS HOLDINGS, INC.

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the Nine Months Ended March 31,
                                 (In thousands)

<TABLE>
<S>
                                                      <C>          <C>

                                                         1999         1998
                                                      ----------   ---------  
Operating activities:
  Net income .......................................   $  14,968   $   2,923
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Amortization and depreciation..................      23,187      15,453
     Income applicable to minority interests........         294       1,743
     Changes in operating assets and liabilities
      (excluding the effects of business acquisitions):
     Accounts receivable............................    ( 18,480)  (   9,730)
     Other assets...................................       1,219   (     658)
     Accounts payable and accrued expenses..........      16,622   (   1,603)
     Deferred revenue and other liabilities.........         607       6,862
                                                       ---------   ---------                                          
          Net cash provided by operating activities.      38,417      14,990

Investing activities:
  Cash acquired in business acquisitions............           -      12,999
  Cash used in business acquisitions................           -    (201,535)
  Acquisition of additional interest in 
   consolidated subsidiary..........................           -    ( 27,423)
  Restricted cash...................................    (    263)      9,922
  Capital expenditures..............................    ( 75,634)   ( 46,430)
                                                       ---------   --------- 
          Net cash used in investing activities.....    ( 75,897)   (252,467)
  
Financing activities:
  Net proceeds from the sale of common stock........      40,136     108,764
  Borrowings under credit facilities, net of
   financing costs paid.............................     152,802     221,216
  Payments on long-term debt and other credit          
   facilities.......................................    (178,255)   ( 76,205)
  Proceeds from exercise of stock options...........          20         360
  Distribution to minority interests................    (    115)   (     96)
                                                       ---------   ---------
          Net cash provided by financing activities.      14,588     254,039
                                                       ---------   --------- 
          Increase (decrease) in cash and cash        
            equivalents.............................    ( 22,892)     16,562
Cash and cash equivalents, at beginning of period...      37,228      13,709
                                                       ---------   ---------                                         
Cash and cash equivalents, at end of period.........   $  14,336   $  30,271
                                                       =========   =========

Supplemental schedule of non-cash operating, investing
  and financing activities:

Issuance of note payable in connection with 
 acquisition........................................   $  45,287   $       -
                                                       =========   ========= 

Reduction in other assets in connection with
 acquisition of  additional interest in units of 
 consolidated subsidiary............................   $       -   $   4,190
                                                       =========   =========

          See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Florida Panthers
Holdings, Inc. and subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting  principles for interim financial  statements
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial information furnished in this report
reflects all adjustments  (including normal recurring  accruals) necessary for a
fair  presentation  of the  results  for the  interim  period.  The  results  of
operations  for the nine-month  period ended March 31, 1999 are not  necessarily
indicative  of the results to be expected for the entire year  primarily  due to
seasonal variations. All significant intercompany accounts have been eliminated.

2.    Organization

The Company is a holding company with  subsidiaries  currently  operating in two
business segments:  (1) leisure and recreation and (2) entertainment and sports.
The leisure and recreation  business consists of the ownership of the Boca Raton
Resort and Club, the Arizona  Biltmore Hotel, the Registry Hotel at Pelican Bay,
the  Edgewater  Beach Hotel,  the Hyatt  Regency  Pier 66 Hotel and Marina,  the
Radisson Bahia Mar Resort and Yachting  Center and the newly  redesigned  Grande
Oaks Golf Club (formerly known as Rolling Hills Golf Club).

The  entertainment  and sports business  consists of the Florida Panthers Hockey
Club (the  "Panthers"),  arena management and ice skating rink  operations.  The
Company's arena management  operations oversee the National Car Rental Center, a
new multi-purpose state-of-the-art entertainment and sports complex. In addition
to serving as home to the Panthers during the 1998-99  season,  the National Car
Rental Center  showcases other spectator  entertainment  and sports events,  and
provides a centrally located site for meetings and conferences.

3.    Earnings Per Common Share

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" during the fiscal year ended June 30, 1998.  This statement
supersedes APB No. 15 and replaces  primary and fully diluted earnings per share
with a dual presentation of basic and diluted earnings per share. Basic earnings
per share  equals net income  divided by the number of weighted  average  common
shares  outstanding.  Diluted  earnings per share includes the effects of common
stock  equivalents  to the extent they are dilutive.  The  following  table sets
forth  weighted  average  shares used to compute basic and diluted  earnings per
share (in 000's):

<TABLE>
<S>
                                            <C>       <C>       <C>      <C>   

                                            Three Months Ended Nine Months Ended
                                                March 31,           March 31,
                                              --------------    ----------------
                                               1999    1998      1999      1998
                                              ------  ------    ------    ------
Basic weighted average shares outstanding.... 37,022   35,118   35,762    34,067

Stock options................................     39      670      162       407
                                              ------   ------   ------    ------          
Diluted weighted average shares outstanding.. 37,061   35,788   35,924    34,474
                                              ======   ======   ======    ======

</TABLE>

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

4.    Business Combinations

In connection with the acquisition of the Arizona  Biltmore Hotel in March 1998,
the Company  agreed to pay up to $50.0 million to the sellers  conditioned  upon
their  satisfactory  execution of certain  developmental  plans.  The plans were
delivered to the Company in acceptable  form in December  1998.  The note has no
stated  interest  rate and,  accordingly,  is  presented  net of an  unamortized
discount  of $4.7  million on the  Consolidated  Balance  Sheet.  The  effective
interest  rate on the note is 8.8%.  The  first  installment  on the note in the
amount of $16.7  million was paid in March  1999.  The balance is payable in two
equal  annual  installments  commencing  in April  2000 at the  election  of the
seller,  either in cash or in shares of the Company's Class A Common Stock,  par
value $.01 per share, (the "Class A Common Stock").

5.    Income Taxes

There is no income tax expense for the three and  nine-month  periods  presented
because the Company utilized net operating loss  carryforwards.  The tax benefit
related to net operating loss  carryforwards  has  been fully reserved through a
valuation allowance.  Realization of the future tax benefits related to deferred
tax assets is dependent on many  factors,  including  the  Company's  ability to
generate  taxable  income within the net  operating  loss  carryforward  period.
Management  has  considered  these factors in reaching its  conclusion as to the
valuation allowance for financial reporting purposes.

6.    Common Stock Offering

On February 18,  1999,  the Company  completed a private  placement of 4,022,561
shares of Class A Common  Stock at $10.25 per share which raised net proceeds of
approximately  $40.1  million.  A portion of the net proceeds were used to repay
short-term indebtedness.

7.    Subsequent Events

On April 6, 1999, the Company  consummated the sale of 1,575,621 shares of Class
A Common  Stock at a price of $10.25 per share,  pursuant  to a rights  offering
which expired on March 31, 1999. The rights offering resulted in net proceeds of
approximately  $15.7  million.  A portion of the net proceeds were used to repay
short-term indebtedness.

On April 21, 1999,  the Company  issued  $340.0  million in aggregate  principal
amount of 9 7/8% senior  subordinated  notes,  due 2009, in a private  placement
offering  pursuant  to Rule  144A  under  the  Securities  Act of 1933.  The net
proceeds from the offering of  approximately  $328.3  million,  after payment of
selling commissions and discounts, and other expenses of the offering, were used
to repay short-term and long-term indebtedness.

On April 21, 1999,  the Company also closed on a new  three-year  $146.0 million
secured revolving line-of-credit with a syndicate of financial institutions. The
initial  borrowing under the credit facility  totaled $41.8 million.  Borrowings
under the facility will bear  interest at a variable  rate,  currently  equal to
LIBOR plus 3.0%.

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

This report may not contain all the  information  that is important to you. This
section  should be read together with the Annual Report on Form 10-K because the
Form 10-K provides substantially greater detail.

Results of Operations

Business Segment Information

Business segment  operating data,  along with costs and expenses  expressed as a
percentage  of the  related  business  segment  revenue,  is set forth below (in
000's).

<TABLE>
<S>
                                <C>          <C>       <C>         <C>         <C>          <C>    <C>          <C>  
                                  For the Three Months Ended March 31,           For the Nine Months Ended March 31,
                                -----------------------------------------      ----------------------------------------
                                   1999        %         1998        %           1999        %       1998        %
                                ---------    ------    --------     ----       --------     ----   --------     -----
Revenue:
Leisure and recreation.........  $113,426       80%    $ 92,281       87%      $242,298       81%  $180,661       84%
Entertainment and sports.......    28,862       20%      13,471       13%        57,317       19%    34,620       16%
                                 --------              --------                --------            --------
          Total revenue........   142,288      100%     105,752      100%       299,615      100%   215,281      100%

Operating Expenses:
Cost of services:
  Leisure and recreation.......    40,720       36%      32,831       36%       103,762       43%    76,299       42%
  Entertainment and sports.....    22,133       77%      18,218      135%        44,294       77%    39,795      115%
Selling, general and
 administrative expenses:
  Leisure and recreation.......    22,607       20%      19,954       22%        59,816       25%    51,037       28%
  Entertainment and sports.....     2,697        9%       2,755       20%         7,609       13%     7,629       22%
  Corporate....................     2,720                 3,150                   6,825               7,557
Amortization and depreciation:
  Leisure and recreation.......     7,420        7%       5,365        6%        20,787        9%    12,258        7%
  Entertainment and sports.....       708        2%       1,156        9%         2,312        4%     3,178        9%
  Corporate                            28                    17                      88                  17
Total operating expenses.......    99,033       70%      83,446       79%       245,493       82%   197,770       92%
                                 --------              --------                --------            --------                     
          Operating income ....  $ 43,255       30%    $ 22,306       21%      $ 54,122       18%  $ 17,511        8%
                                 ========              ========                ========            ========                         
EBITDA:
  Leisure and recreation.......  $ 50,306              $ 39,758                $ 80,227            $ 54,555
  Entertainment and sports.....     4,057              (  7,457)                  5,528             (12,618)
  Corporate....................  (  2,666)             (  3,091)                  6,690)            ( 7,291)
                                 --------              --------                --------            --------
  Total........................  $ 51,697              $ 29,210                $ 79,065            $ 34,646
                                 ========              ========                ========            ========                        
Adjusted EBITDA:
  Leisure and recreation.......  $ 50,918              $ 39,758                $ 84,562            $ 54,555
  Entertainment and sports.....     4,057              (  7,457)                  5,528             (12,618)
  Corporate.................... (   2,666)             (  3,091)                ( 6,690)            ( 7,291)
                                 --------              --------                --------            --------
  Total........................  $ 52,309              $ 29,210                $ 83,400            $ 34,646
                                 ========              ========                ========            ========                        
</TABLE>
 
Seasonality

The Company has historically experienced, and expects to continue to experience,
seasonal fluctuations in its gross revenue and net earnings.  Peak season at the
resorts extends from January through April,  while the regular hockey season for
the Panthers commences in October and ends in April. Approximately 70% of annual
revenue have  historically  been  recognized  during the second and third fiscal
quarters.

Consolidated Results of Operations

Operating  income  amounted  to $43.3  million  and $22.3  million for the three
months ended March 31, 1999 and 1998,  respectively.  Operating  income  totaled
$54.1  million and $17.5  million  for the nine months  ended March 31, 1999 and
1998, respectively.  Higher revenue during the three and nine months ended March
31,  1999,  together  with better  profit  margins,  led to the  improvement  in
operating results.  Additional information relating to the operating results for
each business segment is set forth below.

<PAGE>

Leisure and Recreation

Improvements in leisure and recreation  operating  results between the three and
nine  months  ended  March  31,  1999  and  March  31,1998  were  partly  due to
acquisitions. The Company purchased (1) a 68% ownership interest in the Registry
Hotel at Pelican Bay in August 1997 (and  acquired  the  remaining  interests by
July 1998),  (2) the Arizona  Biltmore Hotel in March 1998 and (3) the Edgewater
Beach Hotel in April 1998.  In  addition,  the  average  daily rate  ("ADR") and
revenue  per  available  room  ("REVPAR")  for the  Company's  resort  portfolio
increased  during the three and nine months  ended March 31, 1999 over the prior
year periods. Non-room revenue also increased during the 1999 periods from 1998.


Revenue

Leisure and recreation  revenue totaled $113.4 million and $92.3 million for the
three months ended March 31, 1999 and 1998, respectively, and $242.3 million and
$180.7 million for the nine months ended March 31, 1999 and 1998,  respectively.
The ADR for the  Company's  resort  portfolio  increased  to $279 for the  three
months  ended March 31,  1999,  from $263 for the three  months  ended March 31,
1998. The ADR for the Company's resort portfolio  increased to $206 for the nine
months ended March 31, 1999, from $193 for the nine months ended March 31, 1998.
The  improvement  in ADR was  partially  offset  by a  decrease  in the  average
occupancy rate for the three and nine months ended March 31, 1999.  Accordingly,
REVPAR  increased to $219 for the three  months ended March 31, 1999,  from $208
for the three months ended March 31, 1998. REVPAR increased to $137 for the nine
months ended March 31, 1999, from $132 for the nine months ended March 31, 1998.
More than 50% of three and nine month  revenue  for each year was  derived  from
non-room  sources such as food and beverage sales,  yachting and marina revenue,
club memberships,  retail and other resort  amenities.  Non-room revenue for the
three and nine months ended March 31, 1999 increased to $57.4 million and $192.7
million,   respectively,   compared  to  $48.5   million  and  $102.0   million,
respectively,  for the three and nine months ended March 31, 1998.  The increase
was primarily due to acquisitions.

Operating Expenses

Cost of leisure and recreation  services totaled $40.7 million or 36% of revenue
for the three months ended March 31, 1999,  compared to $32.8  million or 36% of
revenue  for the  three  months  ended  March  31,  1998.  Cost of  leisure  and
recreation services totaled $103.8 million or 43% of revenue for the nine months
ended March 31, 1999,  compared to $76.3  million or 42% of revenue for the nine
months ended March 31, 1998. Cost of leisure and recreation services,  which was
relatively  proportionate with revenue for each period,  primarily  consisted of
direct costs to service rooms,  marinas,  food and beverage  operations,  retail
establishments and other amenities at the resorts.

Selling,  general  and  administrative  expenses  ("S,G&A")  of the  leisure and
recreation business totaled $22.6 million or 20% of revenue for the three months
ended March 31, 1999,  compared to $20.0 million or 22% of revenue for the three
months  ended  March 31,  1998.  S,G&A of the leisure  and  recreation  business
totaled  $59.8  million or 25% of revenue  for the nine  months  ended March 31,
1999,  compared to $51.0  million or 28% of revenue  for the nine  months  ended
March 31,  1998.  S,G&A as a percent of revenue  improved  for the 1999  periods
primarily  because of certain cost  efficiencies  associated  with  consolidated
marketing  efforts,  as well as reduced overhead for such items as insurance and
professional fees. S,G&A primarily  consisted of various fixed,  indirect costs,
including utility and property costs, real estate taxes,  insurance,  management
and franchise agreement fees and administrative salaries and expenses.

Amortization and depreciation expense associated with the leisure and recreation
business  totaled  $7.4  million  for the three  months  ended  March 31,  1999,
compared to $5.4 million for the three months ended March 31, 1998. Amortization
and  depreciation  expense  amounted to $20.8  million and $12.3 million for the
nine months  ended  March 31,  1999 and 1998,  respectively.  The  increase  was
primarily  due to full 1999 periods of  depreciation  for the Registry  Hotel at
Pelican  Bay,  Arizona  Biltmore  Hotel and  Edgewater  Beach  Hotel  which were
acquired during the prior fiscal year.

<PAGE>

Entertainment and Sports

Improvements in  entertainment  and sports  operating  results for the three and
nine  months  ended  March  31,  1999  versus  March  31,  1998  were  primarily
attributable to the Panthers move from the Miami Arena to the newly  constructed
National Car Rental Center. Additional revenue sources available at the National
Car Rental Center accounted for an increase in operating income of approximately
$8.2 million and $14.8 million  during the three and nine months ended March 31,
1999, respectively, over the three and nine months ended March 31, 1998.

Revenue

Entertainment  and sports business  revenue  amounted to $28.9 million and $13.5
million for the three  months ended March 31, 1999 and 1998,  respectively,  and
$57.3  million and $34.6  million  for the nine months  ended March 31, 1999 and
1998,  respectively.  The primary  components  of the  entertainment  and sports
business  are the  Panthers and arena  operations.  Revenue and direct  expenses
associated with the team are recorded over the regular hockey season. Therefore,
the  majority  of  revenue is  reported  during the  three-month  periods  ended
December  31 and March 31. The  increase  in  revenue  during the three and nine
months ended March 31, 1999 was derived  primarily  from the National Car Rental
Center where the Panthers serve as primary tenants.

Operating Expenses

Cost of  entertainment  and  sports  services  totaled  $22.1  million or 77% of
revenue for the three months ended March 31, 1999,  compared to $18.2 million or
135% of revenue for the three months ended March 31, 1998. Cost of entertainment
and sports services  totaled $44.3 million or 77% of revenue for the nine months
ended March 31, 1999,  compared to $39.8 million or 115% of revenue for the nine
months  ended March 31, 1998.  S,G&A of the  entertainment  and sports  business
totaled $2.7 million or 9% of revenue for the three months ended March 31, 1999,
compared to $2.8  million or 20% of revenue for the three months ended March 31,
1998. S,G&A of the entertainment and sports business totaled $7.6 million or 13%
of revenue for the nine months ended March 31, 1999, compared to $7.6 million or
22% of revenue for the nine months  ended March 31,  1998.  Cost of services and
S,G&A  decreased  as a percent of  revenue  because  of an  increase  in revenue
derived from the Company's ownership interests in arena operations.

Amortization  and depreciation  expense  associated with the  entertainment  and
sports  business  totaled  $708,000  and $1.2 million for the three months ended
March 31, 1999 and 1998, respectively, and $2.3 million and $3.2 million for the
nine months ended March 31, 1999 and 1998, respectively.  These expenses include
amortization  of  Panthers'  player's  salaries  and a  National  Hockey  League
franchise fee that was paid in 1993 when the expansion  franchise was granted. A
portion  of the  Panthers'  player  salaries  have  been  fully  amortized  and,
accordingly, amortization expense decreased for the 1999 periods.

Corporate General and Administrative Expenses

Corporate  general and  administrative  expenses  totaled  $2.7 million and $3.2
million for the three  months ended March 31, 1999 and 1998,  respectively,  and
$6.8 million and $7.6 million for the nine months ended March 31, 1999 and 1998,
respectively.  Certain non-recurring  professional fees were incurred during the
prior year.

Interest and Other Income

Interest and other income  primarily  include  interest  earned on cash and cash
equivalents  and on Premier  Club notes  receivable.  Interest  and other income
totaled  $286,000  and  $366,000  for the three  months ended March 31, 1999 and
1998, respectively,  and $1.8 million and $1.7 million for the nine months ended
March 31, 1999 and 1998, respectively.

<PAGE>

Interest Expense

Interest  expense  totaled  $17.4  million and $7.9 million for the three months
ended March 31, 1999 and 1998, respectively, and $40.6 million and $14.5 million
for the nine months  ended March 31, 1999 and 1998,  respectively.  The increase
was the result of higher debt levels  assumed or originated  in connection  with
the  acquisitions  of resorts  coupled with higher  weighted  average  borrowing
costs.  The  Company's  average debt  increased  to $568.0  million for the nine
months ended March 31, 1999, from $201.0 million for the nine months ended March
31, 1998.

Minority Interest

Minority  interest  totaled  $114,000 and $887,000 during the three months ended
March 31, 1999 and 1998, respectively,  and $294,000 and $1.7 million during the
nine  months  ended  March 31,  1999 and 1998,  respectively.  The  decrease  in
minority  interest  expense is  primarily  the result of the Company  owning all
units of the Registry Hotel at Pelican Bay during the 1999 periods.

EBITDA

EBITDA represents earnings before interest expense, income taxes,  depreciation,
amortization  and minority  interest.  EBITDA  improved to $51.7 million for the
three months ended March 31, 1999, from $29.2 million for the three months ended
March 31, 1998.  EBITDA amounted to $79.1 million and $34.6 million for the nine
months ended March 31, 1999 and 1998,  respectively.  The  improvement in EBITDA
was the result of an increase in resort revenue due to acquisitions and a higher
ADR, an increase in arena operations  revenue and better profit margins for both
business segments during 1999 periods versus the 1998 periods.

Management and certain  investors use EBITDA and Adjusted  EBITDA (see below) as
indicators  of the  Company's  historical  ability to service  debt,  to sustain
potential future increases in debt and to satisfy capital requirements. However,
neither  EBITDA nor Adjusted  EBITDA is intended to represent cash flows for the
period. In addition,  they have not been presented as alternatives to either (1)
operating income (as determined by generally accepted accounting  principles) as
an  indicator  of  operating  performance  or (2)  cash  flows  from  operating,
investing and financing activities (as determined by GAAP) and is susceptible to
varying calculations.  See Consolidated  Statements of Cash Flows included under
Part I, Item 1. EBITDA and Adjusted EBITDA as presented may not be comparable to
other similarly titled measures of other companies.

Adjusted EBITDA

Adjusted EBITDA  represents EBITDA plus the annual change in net deferred income
from the  Premier  Club at the Boca Raton  Resort  and Club.  The  Premier  Club
currently requires a non-refundable initial membership fee of $45,000 and annual
social dues  starting  at $2,300.  Members of the  Premier  Club have  unlimited
access to the Boca Raton  Resort and Club grounds and  recreational  facilities,
which are otherwise  restricted to resort guests.  Initial  membership  fees are
recorded as revenue  over the  estimated  life of the  membership.  Unrecognized
Premier  Club  amounts are  reflected  as deferred  revenue on the  Consolidated
Balance  Sheets.  Adjusted EBITDA improved to $52.3 million for the three months
ended March 31,  1999,  from $29.2  million for the three months ended March 31,
1998.  Adjusted  EBITDA amounted to $83.4 million and $34.6 million for the nine
months ended March 31, 1999 and 1998, respectively.  The improvement in Adjusted
EBITDA was the result of an increase in resort revenue due to acquisitions and a
higher  ADR, an increase  in arena  revenue and better  profit  margins for both
business segments during 1999 periods versus the 1998 periods.

Liquidity and Capital Resources

Cash and cash  equivalents  decreased to $14.3 million at March 31, 1999, from 
$37.2 million at June 30, 1998. The major components of the change are discussed
below.

<PAGE>

Cash Provided By Operating Activities

Cash  provided by operating  activities  totaled $38.4 million and $15.0 million
during the nine months ended March 31, 1999 and 1998, respectively. The increase
in cash provided by operating  activities during the nine months ended March 31,
1999 was partially the result of receiving more cash from the  entertainment and
sports business because of the favorable  management  agreement for the National
Car Rental Center.  In addition,  more cash was received  during the 1999 period
from the leisure and recreation  business due partly to acquisitions  and partly
to a higher ADR on the Company's resort portfolio.

Cash Used in Investing Activities

Cash used in  investing  activities  amounted  to $75.9  million and $252.5
million during the nine months ended March 31, 1999 and 1998, respectively.

The Company did not acquire any  businesses  during the nine months  ended March
31, 1999.  During the nine months ended March 31, 1998, the Company spent $125.5
million (net of cash acquired) on the acquisition of the Arizona Biltmore Hotel,
$63.0  million  (net of cash  acquired)  on the  acquisition  of the initial 68%
ownership interest in the Registry Hotel at Pelican Bay and $27.4 million on the
acquisition of additional units of the Registry Hotel at Pelican Bay.

Capital  expenditures  increased by $46.4  million,  to $75.6 million during the
nine months  ended March 31,  1999,  from $29.2  million  during the nine months
ended March 31, 1998. The Company spent $31.0 million on the acquisition of land
in Naples and  Plantation,  Florida during the nine months ended March 31, 1999.
The  Company  plans to use the  parcels  to  construct  additional  recreational
amenities  that would be available to guests of its Naples' and Fort  Lauderdale
resorts.  Other  capital  spending  during the nine months  ended March 31, 1999
related to  continued  development  and  construction  at Grande Oaks Golf Club,
continued  construction  of the 122 guest room addition at the Arizona  Biltmore
Hotel and other recurring furniture,  fixture and equipment  improvements at the
resorts.  During the nine months ended March 31, 1998, an expansion  program was
completed at the Boca Raton Resort and Club. This expansion included an 18 court
tennis  club  (that  added to the  existing  12  courts  located  in a  separate
complex), a new Bates designed championship golf course and a new 140,000 square
foot  conference  center.  In  addition,  during the nine months ended March 31,
1998, the Company spent  approximately $8.0 million on the acquisition of Grande
Oaks Golf Club.

Under covenants  contained in a senior note secured by the Boca Raton Resort and
Club, the Company is required to deposit excess  operating cash generated by the
resort into reserve  accounts  which are  accumulated  and restricted to support
future debt  service,  facility  expansion,  furniture,  fixture  and  equipment
replacement and real estate tax payments.  Additionally,  loan and/or management
agreements  for certain  other  resorts  require the  maintenance  of  customary
capital expenditure  reserve funds for the replacement of assets.  These reserve
funds are classified as restricted cash on the Consolidated Balance Sheets.

Cash Provided By Financing Activities

Cash  provided by  financing  activities  amounted  to $14.6  million and $254.0
million  during the nine months  ended  March 31,  1999 and 1998,  respectively.
During the nine months ended March 31, 1999,  the Company  raised  approximately
$40.1  million in net  proceeds  from the private  placement  sale of  4,022,561
shares of Class A Common  Stock.  See Note 6.  However,  the Company  made $25.5
million in repayments,  net of borrowings,  under credit  facilities  during the
nine months ended March 31,  1999.  During the nine months ended March 31, 1998,
the Company received $108.8 million of net proceeds from the underwritten public
offering  of Class A Common  Stock plus  $145.0  million in  borrowings,  net of
repayments, under credit facilities.

<PAGE>

Capital Resources

The  Company's  capital  resources  are provided from both internal and external
sources.  The primary capital resources from internal operations include revenue
from (1) room rentals,  food and beverage sales,  retail sales and golf, tennis,
marina and conference  services at the resorts,  (2) Premier Club memberships at
the Boca Raton Resort and Club and (3) ticket, broadcasting,  sponsorship, arena
operations and other revenue derived from ownership of the Panthers. The primary
external  sources  of  liquidity  have  been the  issuance  of  equity  and debt
securities and borrowing under term loans and lines-of-credit.

The Company  recently  completed  several  transactions,  which  resulted in the
retirement of short-term debt and an increase in capital  available under credit
facilities.

     -On February  18,  1999,  the  Company  completed  a private  placement  of
     4,022,561  shares of Class A Common  Stock at $10.25 per share which raised
     net proceeds of approximately  $40.1 million. A portion of the net proceeds
     were used to repay short-term indebtedness.

     -On April 6, 1999, the Company  consummated the sale of 1,575,621 shares of
     Class A Common  Stock at a price of $10.25 per share,  pursuant to a rights
     offering which expired on March 31, 1999. The rights  offering  resulted in
     net proceeds of approximately  $15.7 million. A portion of the net proceeds
     were used to repay short-term indebtedness.

     -On April  21,  1999,  the  Company  issued  $340.0  million  in  aggregate
     principal  amount of 9 7/8%  senior  subordinated  notes,  due  2009,  in a
     private  placement  offering pursuant to Rule 144A under the Securities Act
     of  1933.  The net  proceeds  from the  offering  of  approximately  $328.3
     million,  after payment of selling  commissions  and  discounts,  and other
     expenses  of the  offering,  were used to repay  short-term  and  long-term
     indebtedness.

     -On April 21,  1999,  the Company  also closed on a new  three-year  $146.0
     million  secured  revolving  line-of-credit  with a syndicate  of financial
     institutions. The initial borrowing under the credit facility totaled $41.8
     million.  Borrowings  under the facility  will bear  interest at a variable
     rate, currently equal to LIBOR plus 3.0%.

The Company had $139.1 million available to borrow under  lines-of-credit  as of
April  30,  1999.  As a result  of this  availability  and  expected  cash  from
operations,  management  believes the Company has  sufficient  funds to make its
planned capital expenditures and support on-going operations,  including meeting
debt service obligations.

Financial Condition

Significant  changes in balance  sheet data from June 30, 1998 to March 31, 1999
are discussed below.

Accounts Receivable

Accounts  receivable  increased to $47.1  million at March 31, 1999,  from $28.6
million at June 30, 1998. Approximately $14.9 million of the increase relates to
the leisure and recreation  business where it is customary for trade receivables
to be highest during the third fiscal quarter because it represents peak season.
The remaining  increase relates to the hockey team where  receivables tend to be
higher during the regular playing season, which extends from October to April.

Other Current Assets

Other current  assets  increased to $10.4  million at March 31, 1999,  from $5.5
million at June 30, 1998. The increase in other current assets at March 31, 1999
primarily represents financing costs paid in connection with the origination and
extension  of credit  facilities.  Such  amounts  are being  amortized  over the
estimated life of the related indebtedness using the straight-line method, which
approximates the interest method.

<PAGE>

Property and Equipment

Property and equipment  increased to $1.0 billion at March 31, 1999, from $959.2
million at June 30, 1998. The Company spent $31.0 million on the  acquisition of
land in Naples and Plantation,  Florida.  Other capital spending during the nine
months ended March 31, 1999 related to continued development and construction at
Grande Oaks Golf Club, continued  construction of the 122 guest room addition at
the Arizona Biltmore Hotel and other recurring furniture,  fixture and equipment
improvements at the resorts.

Intangible Assets

Intangible  assets  increased  to $80.4  million at March 31,  1999,  from $36.9
million at June 30, 1998. Most of the increase  relates to the Arizona  Biltmore
Hotel.  In connection  with its acquisition in March 1998, the Company agreed to
pay up to $50.0  million to the  sellers  conditioned  upon  their  satisfactory
execution of certain  developmental plans (the "Arizona Biltmore Earnout").  The
plans were  delivered to the Company in acceptable  form in December  1998.  The
$50.0 million note has no stated  interest rate and,  accordingly,  is presented
net of an  unamortized  discount of $4.7  million.  This  increase was partially
offset by amortization expense.

Other Assets

Other assets increased to $19.7 million at March 31, 1999, from $13.1 million at
June 30, 1998. A portion of the increase  relates to payment of signing  bonuses
to Panther players.  Signing bonuses are capitalized and amortized over the life
of a player's contract. In addition, the Company paid approximately $3.6 million
in certain fees in connection  with the  construction of the National Car Rental
Center.

Accounts Payable and Accrued Expenses

Accounts  payable and accrued  expenses  increased to $57.9 million at March 31,
1999, from $41.3 million at June 30, 1998. Like trade receivables, the Company's
trade payables tend to be highest during the peak season of its businesses.

Debt

Total debt increased to $574.0 million at March 31, 1999, from $540.6 million at
June 30, 1998.  Repayments under credit facilities and on mortgage note payables
partially offset borrowings under lines-of-credit and the origination of debt in
connection with the Arizona Biltmore Earnout.

Year 2000

The  Company  has  completed  an  assessment  relative  to the  modification  or
replacement  of  portions  of its  software so that its  computer  systems  will
function  properly  with respect to dates in the year 2000 and  thereafter.  The
Company is also in the process of identifying and reviewing its  non-information
technology  systems  with  respect to Year 2000  ("Y2K")  issues.  In  addition,
communication  with third parties has been  initiated to determine the extent to
which the Company's  interface  systems are  vulnerable to those third  parties'
failure to remediate their own Y2K issues.  As of April 30, 1999 the Company had
spent  approximately  $300,000 on Y2K issues. The Y2K project is scheduled to be
completed  by June  30,  1999  and the  total  cost is  expected  not to  exceed
$500,000.  Management  believes  that  modifications  to existing  software  and
conversions to new software will not pose significant  operational  problems for
computer systems.

Management  also  believes,  that upon  remediation  of the  Company's  business
software applications,  as well as other equipment with embedded technology, the
Y2K issue will not present a  materially  adverse risk to the  Company's  future
consolidated results of operations, liquidity and capital resources. However, if
such  remediation  is not  completed  in a timely  manner or the level of timely

<PAGE>

compliance  by key suppliers or vendors is not  sufficient,  the Y2K issue could
have a material adverse impact on the Company's  operations  including,  but not
limited to, delays in delivery of products from third party  vendors,  increased
operating  costs,   loss  of  customers  or  suppliers,   or  other  significant
disruptions to the business. The Company has initiated comprehensive contingency
and business continuation plans.

Forward Looking Statements

Some of the information in this report may contain  forward-looking  statements.
Such statements can be identified by the use of forward-looking terminology such
as  "may",  "will",  "expect",  "anticipate",  "estimate",  "continue"  or other
similar words. These statements discuss future expectations, contain projections
of  results  of   operations   or  of   financial   condition   or  state  other
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary  statements in the
Company's  Securities and Exchange Commission filings.  The risk factors include
certain known and unknown risks and uncertainties, and could cause the Company's
actual results to differ  materially from those contained in any forward looking
statement.

These risk  factors  include,  among  others,  the  Company's  ability to obtain
financing on acceptable terms to meet operating expenses and finance its growth,
competition  in the Company's  principal  businesses,  the Company's  ability to
integrate and successfully  operate acquired businesses and the risks associated
with  these   businesses,   the  Company's  ability  to  develop  and  implement
operational  and financial  systems to manage rapidly  growing  operations,  the
Company's limited history of operations in the leisure and recreation  business,
the Company's  dependence on key personnel and the Company's ability to properly
assess and capitalize on future business opportunities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not Applicable.

<PAGE>

Part II - Other Information

Item 1.  Legal Proceedings

         There has been no material change in the status of legal proceedings as
         described  under Part I, Item 3 to the Company's  Annual Report on Form
         10-K for the year ended June 30, 1998 except as set forth below.

         On January 20, 1999, Eric Seiden (represented by the same law firm that
         represents  Bernard  Kalishman in the  previously  disclosed  Kalishman
         litigation)  filed a purported  shareholder  derivative  and  purported
         class-action  lawsuit on behalf of the Company,  as nominal  defendant,
         against Messrs. Huizenga,  Berrard,  Johnson, Rochon, Hudson, Evans and
         Torrey in the Seventeenth  Judicial  Circuit in and for Broward County,
         Florida.  The complaint alleges,  among other things,  that each of the
         defendants breached contractual and fiduciary  obligations owed  to the
         Company and it shareholders by engaging in self-dealing transactions in
         connection with the Company's purchase of the the Hyatt Regency Pier 66
         Hotel and Marina and the Radisson Bahia Mar Resort and Yachting Center.
         The suit  seeks to impose a  constructive  trust on  alleged  excessive
         compensation  paid to the  prior  owners  of these  resorts  or to have
         damages assessed against the defendants.  The allegations in the Seiden
         complaint are almost  identical to the  allegations in the complaint in
         Kalishman  shareholder  derivative and purported  class-action lawsuit,
         except  that  the  plaintiff  does  not seek  rescission  of the  hotel
         transactions.

         On February 3, 1999,  Eric Seiden moved to consolidate his lawsuit with
         the Kalishman lawsuit,  and to amend the complaint to add Mr. Dauria as
         a defendant. The defendents have tentatively agreed to allow Mr. Seiden
         to intervene in the  Kalishman  lawsuit,  rendering  moot the motion to
         consolidate.  The court has deferred  ruling on the motion to amend the
         complaint  until after ruling on  Defendants'  Motion to Dismiss in the
         Kalishman lawsuit, which was argued on April 12, 13 and 15, 1999.

         On April 15, 1999, an evidentiary  hearing on the defendants' motion to
         dismiss the  derivative  claims was  concluded in  connection  with the
         Kalishman  shareholder  derivative and purported  class-action lawsuit.
         Although  there can be no  assurance,  we  anticipate a decision of the
         court by mid June 1999.
     
         In  January,  February  and March 1997  three  purported  class  action
         lawsuits were filed against the Company and Messrs. Huizenga,  Johnson,
         Rochon, Berrard,  Hudson, Dauria and Evans in the United State District
         Court for the  Southern  District  of  Florida.  On May 7,  1998  these
         lawsuits were consolidated into one action and an amended complaint was
         filed under the name of Paul  Susser.  The Susser suit  alleges,  among
         other  things,  that  the  defendants  violated  Section  10(b)  of the
         Securities  Exchange Act of 1934 and Rule 10b-5  thereunder,  by making
         untrue  statements or omitting material facts, in connection with sales
         of the  Company's  Class A Common Stock by the  plaintiff and others in
         the purported  class  between  November 13, 1996 and December 22, 1996.
         The suit generally seeks, among other things,  certification as a class
         and an award of damages in an amount to be determined at trial. On July
         17, 1998,  Defendants filed a Motion to Dismiss the Susser action. This
         motion was argued on May 5, 1999. At the conclusion of the argument the
         court did not  indicate  when it would make its  ruling on  Defendants'
         motion.

         We intend to  vigorously  defend  against these suits.  An  unfavorable
         outcome of the suit may have a material adverse effect on the Company's
         financial condition or results of operations.

Item 2.  Changes in Securities

         On February  18,  1999,  the Company  completed a private  placement of
         4,022,561 shares of Class A Common Stock at $10.25 per share to certain
         accredited  investors which raised net proceeds of approximately  $40.1
         million. The private placement was exempt from registration pursuant to
         Section 4 (2) of the Securities Act of 1933, as amended.

<PAGE>

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

         Number            Description

         4.3*     Indenture dated April 21, 1999 between Florida Panthers 
                  Holdings,  Inc., The Guarantors and The Bank of New York as 
                  Trustee

         4.5*     Credit Agreement dated April 21, 1999 between Florida Panthers
                  Hotel Corporation, the Initial Lenders named therein, Bear, 
                  Stearns & Co. Inc. as Syndication Agent and Bankers Trust
                  Company as Administrative Agent

         27.1     Financial Data Schedule

* Incorporated by reference to the Company's Registration Statement on Form S-4 
  SEC File No. 333-77945.

(b)      Reports on Form 8-K

         The Company  filed a Current  Report on Form 8-K on  February  16, 1999
         relating to the private placement of 4,022,561 shares of Class A Common
         Stock and reporting certain factual information thereto.

<PAGE>


                                   SIGNATURES

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

                                        FLORIDA PANTHERS HOLDINGS, INC.


Date:    May 14, 1999                 By:WILLIAM M. PIERCE
                                         William M. Pierce
                                         Senior Vice President, Treasurer and
                                         Chief Financial Officer (Principal 
                                         Financial Officer)

                                      By:STEVEN M. DAURIA
                                         Steven M. Dauria
                                         Vice President and Corporate Controller
                                         (Principal Accounting Officer)