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 December 31, 1998

                                       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 February 12,  1999,  there were  34,890,358  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>
                                                         December 31,  June 30,
                                                            1998         1998
                                                        ------------- ----------
                               ASSETS

Current assets:
  Cash and cash equivalents............................  $  12,884     $  37,228
  Restricted cash......................................     24,790        29,296
  Accounts receivable, net.............................     31,821        28,574
  Inventory............................................      7,812         6,499
  Current portion of Premier Club notes receivable.....      3,986         4,089
  Other current assets.................................     14,760         5,496
                                                        ----------    ----------
          Total current assets.........................     96,053       111,182
Property and equipment, net............................  1,008,288       959,214
Intangible assets, net.................................     81,027        36,926
Long-term portion of Premier Club notes receivable,net.      7,714         7,828
Other assets...........................................     21,545        13,057
                                                        ----------    ----------
         Total assets.................................. $1,214,627    $1,128,207
                                                        ==========    ==========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses................  $  45,387     $  41,326
  Current portion of deferred revenue..................     58,955        35,114
  Short-term debt......................................    329,690       318,250
  Current portion of long-term debt....................     21,998         4,540
  Other current liabilities............................      6,406         3,866
                                                         ---------     ---------
          Total current liabilities....................    462,436       403,096
Long-term debt.........................................    255,338       217,836
Premier Club refundable membership fees................     63,864        65,046
Other non-current liabilities..........................     11,561         9,826
Minority interest......................................      1,957         1,892
Shareholders' equity:
  Class A  Common  Stock,  $.01  par  value,  100,000,000
    shares  authorized  and  34,890,358  and  34,888,358
    shares issued and outstanding at December 31, 1998 and
    June 30, 1998,respectively.........................        349           349
  Class B Common Stock, $.01 par value, 10,000,000 shares
    authorized and 255,000 shares issued and outstanding at
    December 31, 1998 and June 30, 1998................          3             3
  Contributed capital .................................    432,130       432,110
  Accumulated deficit..................................(    13,011)   (   1,951)
                                                        ----------    ----------
          Total shareholders' equity ..................    419,471       430,511
                                                        ----------    ----------
          Total liabilities and shareholders' equity... $1,214,627    $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 December 31,
                      (In thousands, except per share data)

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

                                                               1998       1997
                                                           ---------  ----------

Revenue:
  Leisure and recreation.................................  $  80,233  $  58,093
  Entertainment and sports...............................     24,816     18,487
                                                           ---------  ---------
          Total revenue..................................    105,049     76,580

Operating expenses:
  Cost of leisure and recreation services................     35,485     25,900
  Cost of entertainment and sports services..............     18,736     18,239
  Selling, general and administrative expenses...........     22,824     22,922
  Amortization and depreciation..........................      7,552      5,068
                                                           ---------  ---------
          Total operating expenses.......................     84,597     72,129
                                                           ---------  ---------
Operating income.........................................     20,452      4,451
Interest and other income................................      1,033        853
Interest and other expense...............................    (12,554)  (  3,375)
Minority interest........................................         55   (    768)
                                                           ---------  ---------
Net income...............................................  $   8,986  $   1,161
                                                           =========  =========

Net income per share - basic and diluted.................  $    0.26  $    0.03
                                                           =========  =========

Shares used in computing net income per share - basic....     35,145     35,104
                                                           =========  =========

Shares used in computing net income per share - diluted..     35,145     35,602
                                                           =========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>


                         FLORIDA PANTHERS HOLDINGS, INC.

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

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

                                                              1998       1997
                                                           ---------  ---------
Revenue:
  Leisure and recreation.................................  $ 128,872  $  88,380
  Entertainment and sports...............................     28,455     21,149
                                                           ---------  ---------
          Total revenue..................................    157,327    109,529

Operating expenses:
  Cost of leisure and recreation services................     63,042     43,468
  Cost of entertainment and sports services..............     22,161     21,577
  Selling, general and administrative expenses...........     46,226     40,364
  Amortization and depreciation..........................     15,031      8,915
                                                           ---------  ---------
          Total operating expenses.......................    146,460    114,324
                                                           ---------  ---------
Operating income (loss)..................................     10,867   (  4,795)
Interest and other income................................      1,470      1,318
Interest and other expense...............................    (23,217)  (  6,663)
Minority interest........................................    (   180)  (    856)
                                                           ---------- ---------
Net loss.................................................  $ (11,060) $( 10,996)
                                                           ========== =========

Net loss per share - basic and diluted...................  $ (  0.31) $(   0.33)
                                                           =========  =========

Shares used in computing net loss per
  share - basic and diluted..............................     35,145     33,552
                                                           =========  =========

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

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the Six Months Ended December 31,
                                 (In thousands)
<TABLE>
<S>
                                                      <C>          <C>
                                                          1998         1997
                                                      -----------  -----------
Operating activities:
  Net loss .........................................  $(  11,060)  $(  10,996)
  Adjustments to reconcile net loss to net cash
     provided by operating activities:
     Amortization and depreciation..................      15,031        8,915
     Income applicable to minority interests........         180          856
Changes in operating assets and liabilities
 (excluding the effects of business acquisitions):
     Accounts receivable............................   (   3,247)   (   9,892)
     Other assets...................................   (   8,333)      20,243
     Accounts payable and accrued expenses..........       4,061    (   5,346)
     Deferred revenue and other liabilities.........      26,934       22,509
                                                      ----------   ----------
          Net cash provided by operating activities.      23,566       26,289
                                                      ----------   ----------
Investing activities:
  Cash acquired in business acquisitions............           -       12,476
  Cash used in business acquisitions................           -    (  83,534)
  Acquisition of additional interest in
    consolidated subsidiary.........................           -    (  12,082)
  Restricted cash...................................       4,506    (   9,901)
  Capital expenditures..............................   (  61,781)   (  30,518)
                                                      -----------   ----------
          Net cash used in investing activities.....   (  57,275)    (123,559)
                                                      -----------   ----------
Financing activities:
  Net proceeds from the sale of common stock........           -      108,760
  Borrowings under credit facilities, net of
    financing costs paid............................     131,838       22,800
  Payments on long-term debt and other credit
    facilities......................................   ( 122,378)   (  35,000)
  Proceeds from exercise of stock options...........          20           74
  Distribution to minority interests................   (     115)   (     206)
                                                      -----------  -----------
          Net cash provided by financing activities.       9,365       96,428
                                                      -----------  -----------
          Decrease in cash and cash equivalents.....   (  24,344)   (     842)
Cash and cash equivalents, at beginning of period...      37,228       13,709
                                                      ----------   -----------
Cash and cash equivalents, at end of period.........  $   12,884   $   12,867
                                                      ===========  ===========

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............................. $        -   $    1,474
                                                      ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

<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 six-month  period ended December 31, 1998 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 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 development, arena management and ice skating rink
operations.  The  Company's  arena  development  operations  recently  completed
construction   of  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 (Loss) Per Common Share

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" during fiscal 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 (loss) 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.  Options were  antidilutive  during
the 1998  periods  and  during  the six  months  ended  December  31,  1997 and,
therefore,  have been excluded.  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    Six Months Ended
                                             December 31,         December 31,
                                        -------------------- -------------------
                                            1998       1997      1998      1997
                                           ------     ------    ------    ------
Basic weighted average shares
 outstanding..................             35,145     35,104    35,145    33,552
Stock options.................                 --        498        --        --
                                           ------     ------    ------    ------
Diluted weighted average shares
 outstanding..................             35,145     35,602    35,145    33,552
                                           ======     ======    ======    ======
</TABLE>

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

4.    Recent Developments

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 $50.0 million
note has no  stated  interest  rate and,  accordingly,  is  presented  net of an
unamortized  discount  of $4.7  million on the  Consolidated  Balance  Sheet.  A
corresponding  increase of $45.3  million is also  reflected  as a component  of
intangible  assets.  The effective  interest rate on the note is 8.8%. The $50.0
million is payable 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,  ("Class A 
Common Stock") in three equal annual installments commencing in April 1999.

<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).  Certain  reclassifications  of prior  period  amounts have been made to
conform to the current year presentation.
<TABLE>
<S>
                                 <C>           <C>     <C>          <C>        <C>          <C>    <C>           <C>
                                  For the Three Months Ended December 31,      For the Six Months Ended December 31,
                                 ----------------------------------------      --------------------------------------
                                    1998        %         1997        %           1998        %       1997        %
                                 --------      ----    --------      ----      --------      ----  --------      ----
Revenue:
Leisure and recreation.........  $ 80,233       76%    $ 58,093       76%      $128,872       82%  $ 88,380       81%
Entertainment and sports.......    24,816       24%      18,487       24%        28,455       18%    21,149       19%
                                 --------      ----    --------      ----      --------      ----   -------
          Total revenue........   105,049      100%      76,580      100%       157,327      100%   109,529      100%
Operating Expenses:
Cost of services:
  Leisure and recreation.......    35,485       44%      25,900       45%        63,042       49%    43,468       49%
  Entertainment and sports.....    18,736       76%      18,239       99%        22,161       78%    21,577      102%
Selling, general and
 administrative expenses:
  Leisure and recreation.......    18,040       22%      17,966       31%        37,209       29%    31,698       36%
  Entertainment and sports.....     2,490       10%       2,781       15%         4,912       17%     4,874       23%
  Corporate....................     2,294                 2,175                   4,105               3,792
Amortization and depreciation:
  Leisure and recreation.......     6,833        9%       4,026        7%        13,367       10%     6,893        8%
  Entertainment and sports.....       691        3%       1,042        6%         1,604        6%     2,022       10%
  Corporate                            28                    --                      60                  --
                                  -------      ----    --------      ----      --------      ----  --------      ----
                                   84,597       81%      72,129       94%       146,460       93%   114,324      104%
                                  -------      ----    --------      ----      --------      ----  --------      ----
                                  $20,452       19%       4,451        6%        10,867        7%  (  4,795)     (4)%
                                  =======      ====    ========      ====      ========      ====  ========      ====
EBITDA:
  Leisure and recreation.......  $ 27,687              $ 14,994                $  29,921          $  14,185
  Entertainment and sports.....     3,613              (  2,473)                   1,471            ( 5,161)
  Corporate....................  (  2,264)             (  2,150)                 ( 4,025)           ( 3,585)
                                 --------              --------                ---------          ---------
  Total........................  $ 29,036              $ 10,371                $  27,367          $   5,439
                                 ========              ========                =========          =========
Adjusted EBITDA:
  Leisure and recreation.......  $ 30,235              $ 14,994                $  33,644         $   14,185
  Entertainment and sports.....     3,613              (  2,473)                   1,471            ( 5,161)
  Corporate....................  (  2,264)             (  2,150)                 ( 4,025)           ( 3,585)
                                 --------              --------                ---------         ----------
  Total........................  $ 31,584              $ 10,371                $  31,090         $    5,439
                                 ========              ========                =========         ==========
</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  has  historically  been  earned  during  the  second  and third  fiscal
quarters.

Consolidated Results of Operations

Operating income amounted to $20.5 million and $4.5 million for the three months
ended December 31, 1998 and 1997,  respectively.  Operating income totaled $10.9
million for the six months ended December 31, 1998,compared to an operating loss
of $4.8 million for the six months  ended  December  31,  1997.  Higher  revenue
during the three and six months ended  December 31, 1998,  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  December 31,
1998 and 1997 were largely 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.

Revenue

Leisure and recreation  revenue  totaled $80.2 million and $58.1 million for the
three months ended December 31, 1998 and 1997, respectively,  and $128.9 million
and  $88.4  million  for the six  months  ended  December  31,  1998  and  1997,
respectively.  As indicated  above, the increase in revenue for the 1998 periods
was largely due to acquisitions. In addition, the average daily rate ("ADR") for
the  Company's  resort  portfolio  increased  to $158 for the six  months  ended
December 31, 1998,from $137 for the six months ended December 31, 1997.  Similar
improvements in ADR were experienced  during the three months ended December 31,
1998,compared to the three months ended  December 31, 1997.  The  improvement in
ADR was  partially  offset by a decrease in the average  occupancy  rate for the
three and six months ended December 31, 1998. Accordingly, revenue per available
room  increased to $97 for the six months ended  December 31, 1998, from $89 for
the six months ended December 31, 1997.

Approximately  60% of 1998 and 1997 revenue were derived from  non-room  sources
such as food and beverage sales,  yachting and marina revenue, club memberships,
retail and other resort  amenities.  Management  expects  leisure and recreation
revenue  for the three  months  ended  March 31, 1999 to be higher than the just
concluded  quarter  because the properties will be entering their peak season of
operations.

Operating Expenses

Cost of leisure and recreation  services totaled $35.5 million or 44% of revenue
for the three months ended  December 31, 1998,  compared to $25.9 million or 45%
of revenue for the three  months ended  December  31, 1997.  Cost of leisure and
recreation  services  totaled $63.0 million or 49% of revenue for the six months
ended December 31, 1998, compared to $43.5 million or 49% of revenue for the six
months  ended  December  31,  1997.  Cost of  leisure  and  recreation  services
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 $18.0 million or 22% of revenue for the three months
ended  December  31, 1998,  compared to $18.0  million or 31% of revenue for the
three  months  ended  December  31,  1997.  S,G&A of the leisure and  recreation
business  totaled  $37.2  million  or 29% of revenue  for the six  months  ended
December  31,  1998,  compared  to $31.7  million or 36% of revenue  for the six
months ended December 31, 1997.  S,G&A as a percent of revenue  improved for the
1998 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 $6.8  million for the three  months  ended  December 31, 1998,
compared  to  $4.0  million  for the  three  months  ended  December  31,  1997.
Amortization and depreciation expense amounted to $13.4 million and $6.9 million
for the six months ended December 31, 1998 and 1997, respectively.  The increase
was primarily due to full 1998 periods of depreciation for the Registry Hotel at
Pelican Bay as well as depreciation  for the recently  acquired Arizona Biltmore
Hotel and Edgewater Beach Hotel.

Entertainment and Sports

Improvements in entertainment  and sports operating results between December 31,
1998 and 1997 were  primarily  attributable  to the Panthers move from the Miami

<PAGE>

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  $6.5  million  during the six months  ended
December 31, 1998, compared to the six months ended December 31, 1997.

Revenue

Entertainment  and sports business  revenue  amounted to $24.8 million and $18.5
million for the three months ended December 31, 1998 and 1997, respectively, and
$28.5 million and $21.1  million for the six months ended  December 31, 1998 and
1997,  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.  Should the  Panthers  participate  in the  playoffs,
additional  revenue and expenses will be recorded during the three-month  period
ended June 30. The  increase  in revenue  during the three and six months  ended
December 31, 1998 was derived  primarily  from the  National  Car Rental  Center
where the Panthers serve as primary  tenants.  Management  expects arena revenue
for the ensuing  quarter ending March 31, 1999 to be higher  than the comparable
quarter of the prior year due to its favorable  tenant and management  agreement
with the National Car Rental Center.

Operating Expenses

Cost of  entertainment  and  sports  services  totaled  $18.7  million or 76% of
revenue for the three months ended December 31, 1998,  compared to $18.2 million
or 99% of  revenue  for the  three  months  ended  December  31,  1997.  Cost of
entertainment  and sports  services  totaled $22.2 million or 78% of revenue for
the six months ended  December 31,  1998,  compared to $21.6  million or 102% of
revenue for the six months ended December 31, 1997.  S,G&A of the  entertainment
and sports business  totaled $2.5 million or 10% of revenue for the three months
ended  December  31,  1998,  compared to $2.7  million or 15% of revenue for the
three months ended  December 31,  1997.  S,G&A of the  entertainment  and sports
business  totaled  $4.9  million  or 17% of  revenue  for the six  months  ended
December 31, 1998, compared to $4.9 million or 23% of revenue for the six months
ended December 31, 1997.  While cost of services and S,G&A  remained  relatively
flat in amounts,  these expenses 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  $691,000  and $1.0 million for the three months ended
December 31, 1998 and 1997, respectively,  and $1.6 million and $2.0 million for
the six months ended  December 31, 1998 and 1997,  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 National  Hockey League  franchise  fee has been fully  amortized
and, accordingly, amortization expense decreased for the 1998 periods.

Corporate General and Administrative Expenses

Corporate  general and  administrative  expenses  totaled  $2.3 million and $2.2
million for the three months ended December 31, 1998 and 1997, respectively, and
$4.1  million and $3.8  million for the six months  ended  December 31, 1998 and
1997, respectively.

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 $1.0  million and $853,000 for the three months ended  December 31, 1998
and 1997,  respectively,  and $1.5  million and $1.3  million for the six months
ended December 31, 1998 and 1997, respectively.

<PAGE>

Interest Expense

Interest  expense  totaled  $12.6  million and $3.4 million for the three months
ended  December  31,  1998 and 1997,  respectively,  and $23.2  million and $6.7
million for the six months ended December 31, 1998 and 1997,  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 debt increased to $607.0 million at December 31,
1998, from $173.9 million at December 31, 1997.

Minority Interest

Minority  interest totaled  $(55,000) and $768,000 during the three months ended
December 31, 1998 and 1997,  respectively,  and $180,000 and 856,000  during the
six months  ended  December  31, 1998 and 1997,  respectively.  The  decrease in
minority  interest  expense is  primarily  the result of the Company  owning all
units of Registry Resort during the 1998 periods.

EBITDA

EBITDA represents earnings before interest expense, income taxes,  depreciation,
amortization  and minority  interest.  EBITDA  improved to $29.0 million for the
three  months ended  December  31, 1998,from $10.4  million for the three months
ended December 31, 1997.  EBITDA  amounted to $27.4 million and $5.4 million for
the six months ended December 31, 1998 and 1997,  respectively.  The improvement
in EBITDA was the result of an increase in revenue,  partly due to acquisitions,
and better profit margins during 1998 periods versus the 1997 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 $31.6 million for the three months
ended  December 31, 1998,from $10.4 million for the three months ended  December
31, 1997. Adjusted EBITDA amounted to $31.1 million and $5.4 million for the six
months  ended  December  31, 1998 and 1997,  respectively.  The  improvement  in
adjusted  EBITDA was the result of an  increase in revenue  (including  deferred
Premier Club revenue) and better profit  margins  during 1998 periods versus the
1997 periods.

Liquidity and Capital Resources

Cash and cash  equivalents  decreased to $12.9 million at December 31, 1998,
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 $23.6 million and $26.3 million
during  the six months  ended  December  31,  1998 and 1997,  respectively.  The
decrease in cash  provided by operating  activities  during the six months ended
December  31,1998 was primarily the result of the payment of certain  amounts in
connection with the construction of the National Car Rental Center.

Cash Used in Investing Activities

Cash used in  investing  activities  amounted  to $57.3  million and $123.6
million during the six months ended December 31, 1998 and 1997, respectively.

The Company did not acquire any businesses  during the six months ended December
31, 1998. During the six months ended December 31, 1997, the Company spent $63.0
million (net of cash  acquired) on the  acquisition of its initial 68% ownership
interest in the Registry Hotel at Pelican Bay, $12.1 million on the  acquisition
of additional  units of Registry  Resort and $8.0 million on the  acquisition of
Grande Oaks Golf Club.

Capital expenditures increased by $31.3 million, to $61.8 million during the six
months ended  December 31, 1998,from $30.5  million  during the six months ended
December 31, 1997.  The Company spent about $31.0 million on the  acquisition of
land in Naples and Plantation,  Florida during the six months ended December 31,
1998. 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 six months ended December 31, 1998
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  maintenance at the
resorts. During the six months ended December 31, 1997, an expansion program was
nearing completion 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.

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.
Restricted  cash  decreased by $4.5 million during the six months ended December
31, 1998, compared to an increase of $9.9  million  during the six months  ended
December 31, 1997.  During the six months ended  December 31, 1998, the decrease
in restricted  cash was primarily the result of the release of funds pursuant to
the terms of the senior note secured by the Boca Raton Resort and Club. No funds
were  available for  distribution  during the six months ended December 31, 1997
because the Boca Raton Resort and Club was undergoing an expansion program.

Cash Provided By Financing Activities

Cash provided by financing activities amounted to $9.4 million and $96.4 million
during  the six months  ended  December  31,  1998 and 1997,  respectively.  The
Company  received  $9.5  million in  borrowings,  net of  repayments  and net of
financing  costs  paid,  under  credit  facilities  during the six months  ended
December 31, 1998.  During the six months ended  December 31, 1997,  the Company
received $108.8 million of net proceeds from the underwritten public offering of
Class A Common  Stock, partially  offset by net  repayments on indebtedness of 
$12.2 million.
 
<PAGE>

Capital Resources

Management  believes  the Company can  continue to obtain  sufficient  financial
resources to support ongoing operations.

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 (2) ticket,  broadcasting,  sponsorship  and
other  revenue  derived from  ownership of the  Panthers.  The primary  external
sources of liquidity  have been the issuance of equity  securities and borrowing
under term loans and lines-of-credit.

Management is currently reviewing long-term  financing  alternatives,  including
issuing private debt  securities,  encumbering  certain of the resort and sports
assets,  issuing  equity  securities or  divestiture  of certain assets to raise
capital  and  retire  its  currently  outstanding  short-term  indebtedness.  No
assurances can be given that such financing can obtained on terms  acceptable to
the Company, if at all.

Financial Condition

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

Restricted Cash

Restricted  cash  decreased  to $24.8  million at  December  31, 1998,from $29.3
million at June 30,  1998.  Restricted  cash  decreased  at  December  31,  1998
primarily  because funds were released from restricted  accounts pursuant to the
terms of the senior note secured by the Boca Raton Resort and Club.

Other Current Assets

Other current  assets  increased to $14.8 million at December 31, 1998,from $5.5
million at June 30, 1998.  The increase in other current  assets at December 31,
1998  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.

Property and Equipment

Property  and  equipment  increased  to $1.0  billion at December  31, 1998,from
$959.2  million at June 30, 1998.  The Company  spent about $31.0 million on the
acquisition of land in Naples and Plantation,  Florida.  Other capital  spending
during the six months ended  December 31, 1998 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 maintenance at the resorts.

Other Assets

Other assets  increased to $21.5 million at December 31, 1998,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
$3.9  million in  connection  with the  construction  of the National Car Rental
Center.

Intangible Assets

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 $50.0 million
note has no  stated  interest  rate and,  accordingly,  is  presented  net of an

<PAGE>

unamortized  discount  of $4.7  million on the  Consolidated  Balance  Sheet.  A
corresponding  increase of $45.3  million is also  reflected  as a component  of
intangible  assets.  The effective  interest rate on the note is 8.8%. The $50.0
million is payable at the election of the seller, either in cash or in shares of
the Company's Class A Common Stock in three equal annual installments commencing
in April 1999.

Current Portion of Deferred Revenue

Current portion of deferred  revenue  increased to $59.0 million at December 31,
1998,from $35.1  million at June 30, 1998.  Approximately  $13.4  million of the
increase  related to deposits  for advance  suite and seat sales at the National
Car Rental  Center.  Additionally,  approximately  $6.8  million of the increase
related to receipts of advance  deposits on room rentals and membership fees and
annual dues of the Premier Club at the Boca Raton Resort and Club.

Short-Term Debt

Short-term  debt  increased  to $329.7  million at December 31, 1998,from $318.3
million at June 30, 1998. Most of the increase  related to fully borrowing under
a new $10 million  unsecured  credit  facility,  which matures in June 1999. The
interest  rate  charged  under the  facility is LIBOR plus .50%.  Certain of the
Company's  short-term debt instruments are guaranteed by the Company's  Chairman
of the Board.

Long-Term Debt

Long-term  debt  increased  to $255.3  million at December  31, 1998,from $217.8
million at June 30, 1998. The increase  occurred  partially  because the Company
borrowed  the  remaining  available  balance  under  its  $35.0  million  credit
facility.  These  borrowings  were partially  offset by principal  repayments on
indebtedness  secured by the Boca Raton Resort and Club and the Arizona Biltmore
Hotel.  In addition,  a note payable to the sellers of the Arizona  Biltmore was
originated.  See Note 4 to the Consolidated  Financial Statements included under
Part I, Item 1.

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 December 31, 1998 the Company
had spent approximately  $100,000 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
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 which are expected to be in place in early 1999
in order to ensure enough time for  implementation  of such plans,  if necessary
and thus possibly avoid such risks.

<PAGE>

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 this
report.   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.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         At the Annual  Meeting of  Stockholders  held on November 17, 1998, the
         shareholders  voted to elect the directors named in the proxy materials
         dated September 28, 1998. The results of the voting were as follows:

<TABLE>
<S>
                       <C>              <C>          <C>           <C>
                                        Withheld/
                            For          Abstain      Non-Vote       Total (1)
                       -------------   ----------    ---------     -------------
 Steven R. Berrard     2,573,331,597      125,831    9,176,629     2,582,634,057
 Dennis J. Callaghan   2,573,349,578      107,850    9,176,629     2,582,634,057
 Michael S. Egan       2,573,351,447      105,981    9,176,629     2,582,634,057
 Chris Evert           2,572,239,386    1,218,042    9,176,629     2,582,634,057
 Harris W. Hudson      2,573,350,962      106,466    9,176,629     2,582,634,057
 H. Wayne Huizenga     2,573,350,640      106,788    9,176,629     2,582,634,057
 George D. Johnson, Jr.2,573,351,594      105,834    9,176,629     2,582,634,057
 Henry Latimer         2,573,373,857       83,571    9,176,629     2,582,634,057
 Richard C. Rochon     2,573,351,497      105,931    9,176,629     2,582,634,057

</TABLE>

     (1) Each  share of Class A Common  Stock is  entitled  to one vote and each
share of Class B Common Stock is entitled to 10,000 votes.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K.

(a)       Exhibits
         Number            Description

         27.1              Financial Data Schedule

(b)       Reports on Form 8-K

         None.

<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:    February 12, 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)