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, 1998

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

                        Commission File Number: 1-13173

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


            Delaware                                      65-0676005
----------------------------------             ---------------------------------
  (State or Other Jurisdiction of              (IRS Employer Identification No.)
  Incorporation or Organization)


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


                                 (954) 712-1300
--------------------------------------------------------------------------------
              (Registrants Telephone Number, Including Area Code)

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


     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__

     Indicate the number of shares  outstanding of each of the issuers'  classes
of common stock, as of the latest practicable date.

     As of May 12, 1998,  there were 34,887,858  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>

                         FLORIDA PANTHERS HOLDINGS, INC.
                     Index to Quarterly Report on Form 10-Q




Part I - Financial Information                                              Page


Item 1.  Financial Statements

         Consolidated Balance Sheets at March 31, 1998 and June 30, 1997       3

         Unaudited Consolidated Statements of Operations - Three Months Ended
          March 31, 1998 and 1997                                              4

         Unaudited Consolidated Statements of Operations - Nine Months Ended
          March 31, 1998 and 1997                                              5

         Unaudited Consolidated Statements of Cash Flows - Nine Months Ended
          March 31, 1998 and 1997                                              6

         Notes to Unaudited Consolidated Financial Statements                  7

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           10


Part II - Other Information


Item 1.  Legal Proceedings                                                    17

Item 2.  Changes in Securities                                                17

Item 3.  Defaults Upon Senior Securities                                      17

Item 4.  Submission of Matters to a Vote of Security Holders                  17

Item 5.  Other Information                                                    17

Item 6.  Exhibits and Reports on Form 8-K                                     17

Signatures                                                                    19

<PAGE>

Part I - Financial Information

Item 1.  Financial Statements

                         FLORIDA PANTHERS HOLDINGS, INC.

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

                                                       March 31,        June 30,
                                                          1998            1997
                                                          ----            ----
                     ASSETS
Current Assets:
     Cash and cash equivalents                         $   30,271      $ 13,709
     Restricted cash                                       21,474        30,110
     Accounts receivable                                   38,717        13,087
     Inventory                                              7,096         5,763
     Current portion of Premier Club notes receivable       3,900         3,778
     Other current assets                                   5,874         4,143
          Total current assets                            107,332        70,590

Property and equipment, net                               912,703       475,391
Intangible assets, net                                     38,370        40,987
Premier Club notes receivable, net of current portion       7,685         8,240
Other assets                                               11,837         5,184
                                                       ----------      --------
          Total assets                                 $1,077,927      $600,392
                                                       ==========      ========

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable and accrued expenses             $   55,195      $ 34,590
     Deferred revenue                                      17,588        10,015
     Short-term debt                                      182,216             -
     Convertible note payable                             100,250             -
     Other current liabilities                              4,856         3,631
          Total current liabilities                       360,105        48,236

Long-term debt                                            211,980       186,056
Premier Club membership fees                               65,441        63,499
Other non-current liabilities                               2,453         1,448
Minority interest in consolidated entities                    859             -
Commitments and contingencies (Note 4 and 5)

Shareholders' Equity:
      Preferred Stock, $ .01 par value, 5,000,000 shares 
           authorized, none issued                             -              -
     Class A Common Stock, $ .01 par value, 100,000,000 
          shares authorized and 35,138,763 and 27,929,570 
          shares outstanding at  March 31, 1998 and 
          June 30, 1997, respectively                        351            279
     Class B Common Stock, $ .01 par value, 10,000,000
          shares authorized and 255,000 shares issued 
          and outstanding at March 31, 1998 and 
          June 30, 1997                                         3             3
     Contributed capital                                  437,036       304,095
     Accumulated deficit                                (     301)    (   3,224)
                                                       ----------      -------- 
          Total shareholders' equity                      437,089       301,153
                                                       ----------      --------
          Total liabilities and shareholders' equity   $1,077,927      $600,392
                                                       ==========      ========


        The accompanying notes are an integral part of these statements.
<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

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


                                                             1998         1997
                                                             ----         ----
Revenue:

     Leisure and recreation                               $ 92,281    $   4,952
     Entertainment and sports                               13,471       16,802
                                                          --------    ---------
          Total revenue                                    105,752       21,754

Operating Expenses:

     Cost of leisure and recreation services                32,831        1,639
     Cost of entertainment and sports services              18,218       14,396
     Selling, general and administrative expenses           25,859        3,146
     Amortization and depreciation expense                   6,538        1,791
                                                          --------     --------
          Total operating expenses                          83,446       20,972

Operating income                                            22,306          782

Interest and other income                                      366          863

Interest and other expense                                  (7,865)     (   241)

Minority interest                                          (   887)     (   127)
                                                          ---------   ----------

Net income                                                $ 13,920    $   1,277
                                                          =========   ==========
Net income per share - basic                              $   0.40    $    0.08
                                                          =========   ==========
Net income per share - diluted                            $   0.39    $    0.07
                                                          =========   ==========

Shares used in computing net income per share - basic       35,118       16,875
                                                          =========   ==========

Shares used in computing net income per share - diluted     35,788       17,510
                                                          =========   ==========


        The accompanying notes are an integral part of these statements.

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

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


                                                            1998         1997
                                                            ----         ----

Revenue:

     Leisure and recreation                               $180,661    $   4,952
     Entertainment and sports                               34,620       32,185
                                                          --------    ----------
          Total revenue                                    215,281       37,137

Operating Expenses:

     Cost of leisure and recreation services                76,299        1,639
     Cost of entertainment and sports services              39,795       30,347
     Selling, general and administrative expenses           66,223        7,243
     Amortization and depreciation expense                  15,453        3,586
                                                          --------    ----------
          Total operating expenses                         197,770       42,815

Operating income (loss)                                     17,511     (  5,678)

Interest and other income                                    1,683        1,014

Interest and other expense                                 (14,528)    (  2,442)

Minority interest                                          ( 1,743)    (    416)
                                                          --------    ----------

Net income (loss)                                         $  2,923    $(  7,522)
                                                          ========    ==========

Net income (loss) per share - basic                       $   0.09    $(   0.72)
                                                          ========    ==========

Net income (loss) per share - diluted                     $   0.08    $(   0.72)
                                                          ========    ==========

Shares used in computing net income (loss) 
  per share - basic                                         34,067       10,498
                                                         =========    ==========

Shares used in computing net income (loss) 
  per share - diluted                                       34,474       10,498
                                                         =========    ==========


        The accompanying notes are an integral part of these statements.

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

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


                                                            1998           1997
                                                            ----           ----
Operating Activities:
     Net income (loss)                                 $    2,923     $ ( 7,522)
     Adjustments to reconcile net income 
          (loss) to net cash provided by
          (used in) operating activities:
          Amortization and depreciation expense            15,453         3,586
          Deferred compensation                                 -       (   321)
          Income applicable to minority interests           1,743           416
     Change in operating assets and liabilities 
          (excluding the effects of business
          acquisitions):
          Accounts receivable                           (   9,730)      ( 3,811)
          Other assets                                  (     658)          112
          Accounts payable and accrued expenses         (   1,603)          542
          Deferred revenue and other liabilities            6,862         3,013
                                                       -----------     ---------
               Net cash provided by (used in) 
                operating activities                       14,990       ( 3,985)

Investing Activities:
     Cash acquired in business acquisitions                12,999             -
     Cash used in business acquisitions                 ( 209,561)      ( 7,286)
     Acquisition of additional interest in 
      consolidated subsidiary                           (  27,423)            -
     Capital expenditures                               (  28,482)      (   953)
                                                       -----------     ---------
               Net cash used in investing activities    ( 252,467)      ( 8,239)

Financing Activities:
     Net proceeds from issuance of common stock           108,764       131,938
     Borrowings under short-term debt agreement           182,216             -
     Payments under note payable to related party               -       (20,340)
     Payments under long term debt and credit line 
      agreements                                        (  76,205)      (25,130)
     Borrowings under revolving credit line                39,000         1,131
     Other                                                    264       (   711)
                                                       ----------     ----------
               Net cash provided by financing activities  254,039        86,888
               Increase in cash and cash equivalents       16,562        74,664
Cash and cash equivalents, at beginning of period          13,709           465
                                                       ----------     ----------
Cash and cash equivalents, at end of period            $   30,271     $  75,129
                                                       ==========     ==========
        
        The accompanying notes are an integral part of these statements.

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

              NOTES TO UNAUDITED 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.

The financial information  furnished herein reflects all adjustments  consisting
of normal recurring  accruals that, in the opinion of management,  are necessary
for a fair  presentation of the results for the interim  period.  The results of
operations  for  the  three  and  nine  months  ended  March  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.  A tax provision has been excluded from the presentation  based
on the fact that the Company has adequate net operating  loss  carryforwards  to
offset earnings presented.

2.    Organization

The Company is a holding company with  subsidiaries  currently  operating in two
business  segments:  (i) leisure and  recreation  (the  "Leisure and  Recreation
Business")  and (ii)  entertainment  and sports (the  "Entertainment  and Sports
Business").

The  Leisure  and  Recreation  Business  presently  consists  of  the  Company's
ownership  of the Boca  Raton  Resort  and Club  ("Boca  Resort"),  the  Arizona
Biltmore Hotel ("Arizona Biltmore"),  the Hyatt Regency Pier 66 Hotel and Marina
("Pier 66"),  the Radisson  Bahia Mar Beach Resort and Yachting  Center  ("Bahia
Mar") and the  Rolling  Hills Golf Club  ("Rolling  Hills").  The  Company  also
maintains  a 97%  ownership  interest  in the  Registry  Hotel  at  Pelican  Bay
("Registry  Resort").  Boca  Resort,  Arizona  Biltmore,  Pier 66, Bahia Mar and
Registry Resort are  collectively  referred to as the "Resort  Facilities".  See
also Note 5 for the discussion of a subsequent event.

The  Entertainment  and Sports Business  consists of the Florida Panthers Hockey
Club (the "Panthers"),  the operations of two ice skating rinks, the development
and operation of the Broward County Arena, which is currently under construction
and an interest in the operations of the Miami Arena.

3.    Sale of Common Stock

On August 11, 1997, the Company received $108.8 million in net proceeds from the
underwritten  public offering of 6,000,000  shares of Class A Common Stock,  par
value $ .01  ("Class A Common  Stock").  A portion of the  proceeds  was used to
acquire Registry Resort. See Note 4.

4.    Business Combinations

On August 13, 1997, the Company acquired its initial 68% ownership interest (325
of the 474 units) in Registry Resort for 918,174 shares of Class A Common Stock,
warrants to purchase  325,000  shares of Class A Common Stock  (300,000 of which
are  exercisable  at $25.85  per share and  25,000 of which are  exercisable  at
$23.50 per share) and $75.5 million in cash.  As of March 31, 1998,  the Company
acquired  133  additional  units for $27.4  million  payable in cash (net of the
payoff of certain mortgage notes  receivable to the Company  associated with the
additional  units) increasing its ownership  interest to approximately  97%. The
Company  currently  has  outstanding  offers to acquire the  remaining  units of
Registry Resort.

<PAGE>

                         FLORIDA PANTHERS HOLDINGS, INC.

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On November  26, 1997,  the Company  acquired  certain  assets  associated  with
Rolling Hills in exchange for $8.0 million in cash. The assets acquired  consist
of a  27-hole  golf  course  located  in  Davie,  Florida,  a  parking  lot  and
approximately 79 acres of undeveloped land adjacent to Rolling Hills.

On March 2, 1998,  the Company  acquired an  ownership  interest in Arizona
Biltmore in exchange for: (i) payment of $126.0 million in cash, (ii) payment in
the future of $100.3  million  either in cash or shares of Class A Common Stock,
(iii) warrants to purchase  500,000 shares of the Company's Class A Common Stock
exercisable  at $24.00  per share and (iv) the  assumption  of $63.1  million of
debt.  The $100.3  million  payment,  which is  classified as  Convertible  Note
Payable on the  Consolidated  Balance Sheet,  bears interest at a rate of 5% per
annum and, at the election of the seller, shall be paid in either cash or shares
of Class A Common Stock. If the seller elects to receive cash, it must make such
election during specified  election periods  occurring  between May 25, 1998 and
March 2, 2000.  Once a cash  election is made,  the Company  shall make  payment
within  120 days  after such  election.  Alternatively,  the seller may elect to
receive  shares of Class A Common  Stock at a per  share  price of $26.00 at any
time from March 2, 1998 through March 2, 2008.

The initial acquisition of a 68% interest in Registry Resort, the acquisition of
Rolling Hills and the  acquisition  of Arizona  Biltmore have been accounted for
under  the  purchase  method  of  accounting.  The  preliminary  purchase  price
allocation for each is set forth below in thousands.

<TABLE>
<S>
                                                                 <C>          <C>               <C>           <C>
                                                                                                  Arizona
                                                                    Registry    Rolling Hills     Biltmore       Total
                                                                    --------    -------------     --------       -----
Cash acquired in connection with business acquisition             $   12,476     $        -     $      523     $ 12,999
Other current assets                                                   7,347             150        16,265       23,762
Property and equipment                                                86,499           7,876       289,851      384,226
Other non-current assets                                               2,319               -             -        2,319
Current liabilities                                                 ( 12,300)              -     ( 115,108)   ( 127,408)
Long-term debt                                                             -               -     (  63,129)   (  63,129)
Minority interest                                                   (  4,046)              -             -    (   4,046)
Class A Common Stock issued or reserved for issuance                ( 16,787)              -     (   2,375)   (  19,162)
                                                                  -----------     ----------     ----------   ---------- 
Cash used in business acquisition                                 $   75,508      $    8,026     $ 126,027    $ 209,561
                                                                  ===========     ==========     ==========   ==========
</TABLE>
The  purchase  price  allocation  for the  subsequent  acquisition  of  units in
Registry Resort in thousands is set forth below.
<TABLE>
<S>
                                                                                  <C>

Property and equipment                                                            $   31,613
Reduction in other assets (mortgage notes receivable) resulting from
  acquisition of additional interest in units of consolidated subsidiary            (  4,190)
                                                                                  ----------- 
Cash used to acquire additional interest in consolidated entity                   $   27,423
                                                                                  ===========
</TABLE>
The  Company's  consolidated  results of  operations  on an unaudited  pro forma
basis,  assuming that the Registry Resort and Arizona Biltmore  acquisitions and
sale of 6,000,000  shares of Class A Common Stock  occurred at the  beginning of
the periods  presented,  are set forth below in thousands,  except for per share
data. See also Note 3.
<TABLE>
<S>                                                                           <C>               <C> 

                                                                              Nine Months Ended March 31
                                                                              --------------------------
                                                                                  1998             1997
                                                                                  ----             ----
Revenue                                                                         $266,424         $108,699
Operating income                                                                $ 30,029         $ 10,418
Net income (loss)                                                               $    296         $ (6,379)
Pro forma basic and diluted net income (loss) per common share                  $   0.01         $(  0.61)
Number of shares used to compute net income (loss) per share - basic              35,109           10,498
Number  of  shares  used to  compute  net  income  (loss)  per share - diluted    35,516           10,498
</TABLE>
<PAGE>

5.    Subsequent Event

On April 22, 1998, the Company  acquired the Edgewater  Beach Hotel  ("Edgewater
Resort")  located in Naples,  Florida  for $41.2  million.  Approximately  $20.7
million of the  purchase  price was paid in cash at closing  and  payment of the
remaining  $20.5 million bears interest at a rate of 5% per annum and is payable
in either cash or shares of Class A Common Stock, at the election of the seller,
on or about October 22, 1999.

<PAGE>

Item 2.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANACIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion  should be read in conjunction  with the  Consolidated
Financial  Statements and related Notes thereto included in the Company's Annual
Report on Form 10-K.

Results of Operations

The Company currently operates through two business segments (i) the Leisure and
Recreation Business and (ii) the Entertainment and Sports Business.  The Leisure
and Recreation  Business presently  consists of the Company's  ownership of Boca
Resort, Arizona Biltmore,  Pier 66, Bahia Mar and Rolling Hills and an ownership
interest in Registry Resort. Following the financial reporting period covered by
this report,  the Company  expanded its Leisure and Recreation  Business through
the  acquisition of the Edgewater Beach Hotel on April 22, 1998. See Note 5. The
Entertainment  and Sports Business  consists of the Panthers,  the Company's ice
skating rink operations and the arena development and management activities.

The Company has historically experienced, and expects to continue to experience,
seasonal fluctuations in its gross revenue and net earnings.  Peak season at the
Resort Facilities  extends from January through April,  while regular season for
the Panthers commences in October and ends in April. Accordingly,  the operating
results  for the three  and nine  month  periods  ended  March 31,  1998 are not
necessarily indicative of the results to be expected for the entire year.

Business Segment Information

The table to follow sets forth business  segment  operating data, with costs and
expenses  expressed as a percent of the related business segment revenue for the
period indicated in thousands.

<TABLE>
<S>
                                      <C>            <C>      <C>           <C>      <C>         <C>      <C>        <C>
                                              Three Months Ended March 31                 Nine Months Ended March 31
                                       -----------------------------------------     -------------------------------------
                                           1998         %        1997        %         1998         %        1997       %
                                           ----                  ----                  ----                  ----        
Revenue:
Leisure and recreation                 $  92,281       87%    $  4,952       23%     $180,661      84%    $  4,952     13%
Entertainment and sports                  13,471       13%      16,802       77%       34,620      16%      32,185     87%

       Total revenue                     105,752      100%      21,754      100%     $215,281     100%      37,137    100%

Operating Expenses:
Cost of Services
    Leisure and recreation                32,831       36%       1,639       33%       76,299      42%       1,639     33%
    Entertainment and sports              18,218      135%      14,396       86%       39,795     115%      30,347     94%

Selling, General and Administrative
  Expenses
   Leisure and recreation                 19,954       22%       1,174       24%       51,037      28%       1,174     24%
   Entertainment and sports                2,755       20%       1,468        9%        7,629      22%       5,411     17%
   Corporate                               3,150         -         504         -        7,557        -         658       -

Amortization and Depreciation
    Leisure and recreation                 5,365        6%         309        6%       12,258       7%         309      6%
    Entertainment and sports               1,156        9%       1,482        9%        3,178       9%       3,277     10%
    Corporate                                 17         -           -         -           17        -           -       -

       Total operating expenses           83,446       79%      20,972       96%      197,770      92%      42,815    115%
                                                                                                             
Operating income - leisure and
  recreation                           $  34,131             $   1,830              $  41,067             $  1,830
                                                                                                              
Operating loss - entertainment and
  sports                               $ ( 8,658)            $  (  544)             $( 15,982)            $ (6,850)
                                                                                                         
Corporate general and administrative   $ ( 3,167)            $  (  504)             $  (7,574)            $ (  658)
                                                                                                         
Total operating income (loss)          $  22,306             $     782              $  17,511             $ (5,678)

</TABLE>

<PAGE>

Consolidated Results of Operations

Operating  income for the three months ended March 31, 1998 and 1997 amounted to
$22.3 million and $782,000,  respectively.  The Company's  operating  income was
$17.5  million for the nine months ended March 31, 1998 compared to an operating
loss of $5.7 million for the nine months ended March 31, 1997.  The  improvement
in operating  income  during the 1998  periods was the result of strong  results
from the Resort  Facilities,  partially offset by higher  corporate  general and
administrative  expenses  and higher  losses from the  Entertainment  and Sports
Business.  Additional  information  relating to the  operating  results for each
business segment is set forth below.

Leisure and Recreation
----------------------

Because  the  size of the  Company's  resort  portfolio  has  increased  to five
properties at March 31, 1998 from two  properties at March 31, 1997,  variations
in operating results between 1998 and 1997 resulted primarily from the Company's
business acquisitions. Each of the five Resort Facilities described in Note 2 to
the Consolidated Financial Statements was owned by the Company during the entire
nine months  ended March 31, 1998,  except for  Registry  Resort and the Arizona
Biltmore which were acquired on August 13, 1997 and March 2, 1998, respectively.
During the prior year,  the Company  acquired  Pier 66 and Bahia Mar on March 4,
1997 and their results of operations  are included in the  consolidated  results
for only a 27-day period.  Accordingly,  a comparison of certain nine-month data
has been excluded, as it is not meaningful.

Revenue

Leisure and Recreation  Business revenue  increased  to $92.3  million  for  the
three  months  ended March 31, 1998 from $5.0 million for the three months ended
March 31, 1997,  primarily due to business  acquisitions.  The Resort Facilities
experience  the highest  revenue and  operating  income  during the third fiscal
quarter.  Therefore,  management  expects leisure and recreation revenue for the
fourth fiscal  quarter ending June 30, 1998 to be  significantly  lower than the
recently  concluded  quarterly period, as the peak season ends. More than 50% of
leisure and  recreation  revenue  for the three and nine months  ended March 31,
1998 were  derived from  activities  of Boca  Resort.  In addition,  over 50% of
consolidated  resort  revenue for the three and nine months ended March 31, 1998
was generated from non-room sources such as food and beverage sales,  marina and
other amenity use and retail sales.

Operating Expenses

Cost of  services   totaled   $32.8  million   and $1.6   million  for the three
months  ended  March 31,  1998 and 1997,  respectively.  Cost of  services  as a
percent of revenue,  which is generally lowest in the third fiscal quarter (peak
season),  was 36% and 42% for the three and nine months  ended  March 31,  1998,
respectively.  Cost of leisure and  recreation  services  consist  primarily  of
personnel  and other direct costs  incurred in  connection  with  servicing  the
Resort  Facilities'  rooms,  marinas,  food  and  beverage  operations,   retail
establishments  and  other  facility  amenities.   Going  forward,  the  Company
anticipates  improving gross operating margins for each of its resorts by taking
advantage of consolidated purchasing opportunities.

Selling, general and administrative expenses ("S,G&A") totaled $20.0 million and
$1.2 million for the three  months ended March 31, 1998 and 1997,  respectively.
S,G&A as a percent  of  revenue  was 22% and 28% for the  three and nine  months
ended March 31, 1998, respectively. As with cost of services, S,G&A as a percent
of revenue tends to be lowest in the third fiscal  quarter and higher during the
non-peak  seasons.  S,G&A  for  the  Leisure  and  Recreation  Business  consist
primarily  of various  fixed,  indirect  costs,  including  utility and property
costs, real estate taxes, insurance, management and franchise agreement fees and
administrative salaries. Management  believes  the  Company  will  benefit  from
additional  economies  in S,G&A as its resort  portfolio  grows.  These  savings
opportunities  include the  consolidation  of reservation  systems,  coordinated
sales and  marketing  efforts and reduced  costs for  insurance  and  management
overhead.

Amortization  and  depreciation  expense was $5.4  million and  $309,000 for the
three months ended March 31, 1998 and 1997, respectively,  and $12.3 million and
$309,000  for the nine  months  ended  March 31,  1998 and  1997,  respectively.
Increases  were due to property and equipment  acquired in  connection  with the
Company's business combinations.

<PAGE>

Entertainment and Sports
------------------------

Revenue

Entertainment  and Sports  Business  revenue was $13.5 million and $16.8 million
for the three  months  ended  March 31, 1998 and 1997,  respectively,  and $34.6
million and $32.2  million  for the nine  months  ended March 31, 1998 and 1997,
respectively.  The primary component of the Entertainment and Sports Business is
the Panthers hockey club.  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
decrease in revenue during the three months ended March 31, 1998 compared to the
three  months  ended March 31, 1997 was the  primarily  the result of nine fewer
home games played during the current period.  The increase in revenue during the
nine months  ended March 31,  1998  compared to the nine months  ended March 31,
1997 was partially due to higher  Panther ticket  revenue,  along with increased
revenue from the Company's ice skating rink operations.

Operating Expenses

Entertainment  and sports operating  expenses,  which includes among other items
Panthers' player salaries and arena and ticketing costs, increased $4.8 million,
to $22.1  million for the three months  ended March 31, 1998,  compared to $17.3
million for the same period in 1997.  Total  entertainment  and sports operating
expenses  were $50.6  million and $39.0  million for the nine months ended March
31, 1998 and 1997,  respectively.  The  increases  during the 1998  periods were
primarily the result of higher Panthers'  player salaries,  along with increased
costs   associated  with  the  operation  of  the  Company's  ice  skating  rink
facilities.

Corporate General and Administrative Expenses
---------------------------------------------

Corporate  general and  administrative  expenses  totaled  $3.2 million and
$504,000 for the three months ended March 31, 1998 and 1997,  respectively,  and
$7.6  million and  $658,000  for the nine months  ended March 31, 1998 and 1997,
respectively.  The increase was  substantially  the result of additional  legal,
accounting,  treasury and other corporate general and  administrative  expenses.
These expenses are  associated  with the Company's (i) increase in total revenue
and assets,  (ii) the diversification  into the resort hospitality  business and
(iii) public company compliance and reporting activities.

Interest and Other Income
-------------------------

Interest  and other  income  totaled  $366,000 and $863,000 for the three months
ended March 31, 1998 and 1997,  respectively,  and $1.7 million and $1.0 million
for the nine months ended March 31, 1998 and 1997, respectively. Interest income
was higher  during the three  months  ended March 31,  1997  because the Company
maintained  a higher  average  cash  balance,  which  resulted  from the private
placement of Class A Common Stock that yielded  $65.6  million in net  proceeds.
The  increase  in  interest  income for the nine  months  ended  March 31,  1998
compared to the nine months ended March 31, 1997 was the result of maintaining a
higher  average cash  balance  attributable  to the  acquisition  of  additional
resorts, which yielded significant cash flow.

Interest Expense and Minority Interest
--------------------------------------

Interest  expense  totaled  $7.9 million and $241,000 for the three months ended
March 31, 1998 and 1997,  respectively,  and $14.5  million and $2.4 million for
the nine months  ended March 31, 1998 and 1997,  respectively.  The  increase in
interest  expense during the 1998 periods was  attributable  to additional  debt
assumed or incurred in connection  with  acquisitions  of the  Company's  Resort
Facilities.  In the  comparable  periods  of the  prior  year,  the  outstanding
indebtedness  related to the  purchase  of the  Panthers,  along with  borrowing
needed to fund hockey operations. Such indebtedness was repaid with a portion of
the proceeds from the Company's initial public offering in November 1996.

<PAGE>

Minority  interest  associated  with Registry  Resort  (applicable  for the 1998
periods  only) and the Miami Arena  totaled  $887,000 and $127,000 for the three
months ended March 31, 1998 and 1997,  respectively.  Minority  interest totaled
$1.7  million and  $416,000  for the nine months  ended March 31, 1998 and 1997,
respectively.

EBITDA

Earnings before interest expense, income taxes,  depreciation,  amortization and
minority  interest  ("EBITDA"),  although not a standard measure under generally
accepted accounting principles, is a widely accepted financial indicator used by
certain  investors  and analysts to compare  companies on the basis of operating
performance. As a result of the Company's resort acquisitions,  EBITDA increased
to $29.2 million for the three months ended March 31, 1998 from $3.4 million for
the three  months ended March 31, 1997 and  increased  to $34.6  million for the
nine months  ended March 31, 1998 from $(1.1)  million for the nine months ended
March 31, 1997.

Liquidity and Capital Resources

Cash and cash equivalents increased $16.6 million, to $30.3 million at March 31,
1998 from $13.7 million at June 30, 1997. The major components of the change are
discussed below.

Net Cash Provided by (Used in) Operating Activities

Net cash  provided by operating  activities  totaled  $15.0 million for the nine
months  ended  March  31,  1998  compared  to $4.0  million  used  in  operating
activities  for the nine months ended March 31, 1997.  The increase for the nine
months ended March 31, 1998 was the result of receiving  more cash flow from the
Resort Facilities. Each of the properties, except for Pier 66 and Bahia Mar, was
acquired  subsequent to March 31, 1997, and accordingly,  the related cash flows
are not included in the Company's  prior year financial  statements.  Cash flows
from the newly acquired  resort  facilities  were partially  offset by increased
costs for corporate general and  administrative  expense and less cash flow from
the Entertainment and Sports Business.

Net Cash Used in Investing Activities

Net cash  used in  investing  activities  amounted  to $252.5  million  and $8.2
million for the nine months ended March 31, 1998 and 1997, respectively.

Cash used in business  acquisitions  and to acquire  additional  interests  in a
consolidated  subsidiary of the Company increased to $237.0 million for the nine
months  ended March 31, 1998 from $7.3  million for the nine months  ended March
31, 1997.  During the nine months ended March 31, 1998, the Company (i) acquired
its initial 68% ownership  interest in Registry Resort of which $75.5 million of
the purchase  price was paid in cash,  (ii) closed on an additional 133 units of
the  remaining  149 units of  Registry  Resort  of which  $27.4  million  of the
purchase price was paid in cash,  (iii) acquired  Rolling Hills for $8.0 million
and (iv) acquired Arizona Biltmore of which $126.0 million of the purchase price
was paid in cash.  During the nine  months  ended  March 31,  1997,  the Company
acquired  certain  assets  relating to the  business  of owning and  operating a
twin-pad ice facility located in Coral Springs, Florida.

Capital  expenditures  increased by $27.5  million  during the nine months ended
March 31, 1998, primarily associated with the Boca Resort expansion program that
was recently  completed.  The expansion  included an 18 court tennis club (which
adds 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,  because  the  Company  owned more  resorts  for a longer
duration during fiscal 1998, recurring capital expenditures increased during the
nine months ended March 31, 1998.

<PAGE>

Under covenants to a senior note payable secured by Boca Resort,  the Company is
required  to deposit  excess  operating  cash 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,  the  Company's  loan  and/or  management  agreements  for Arizona
Biltmore,  Pier 66 and Bahia  Mar also  require  the  maintenance  of  customary
capital  expenditure  reserve funds for the  replacement of assets and each such
resort has  completed a  renovation  program  within the last four years.  These
reserve  funds are  classified as restricted  cash on the  Consolidated  Balance
Sheets.

Cash Provided By Financing Activities

Net cash provided by financing  activities  amounted to $254.0 million and $86.9
million for the nine months ended March 31, 1998 and 1997, respectively.  During
the nine months ended March 31, 1998, the Company received $108.8 million of net
proceeds  from the sale of shares of Class A Common Stock and $145.0  million in
borrowings,  net of repayments,  under debt  facilities.  During the nine months
ended March 31, 1997,  the Company  completed  its initial  public  offering and
concurrent  private  offering for an  aggregate  of 7,300,000  shares of Class A
Common Stock, which resulted in net proceeds of $66.3 million. A portion of such
net proceeds was used to retire $45.0 million of debt.  In addition,  during the
nine months  ended March 31, 1997 the Company sold  2,460,000  shares of Class A
Common Stock in a private placement transaction,  which yielded $65.6 million in
net proceeds.

Capital Resources

The Company believes that it has, or can obtain,  sufficient financial resources
to support  ongoing  operations,  finance the growth of its  businesses and take
advantage of acquisition opportunities.

The  Company's  capital  resources  are   provided  from  both  internal  and
external sources. The primary capital resources from internal operations include
revenue from (i) room rentals,  food and beverage  sales,  retail  sales,  golf,
tennis and marina services and conference services at the Resort Facilities (ii)
Premier  Club  memberships  at  Boca  Resort  and  (iii)  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  borrowings  under  term  loans and  lines-of-credit.  Since its
initial public  offering in November 1996, the Company has raised $240.7 million
from the issuance of its Class A Common  Stock.  At March 31, 1998,  the Company
had $299.2 million  outstanding under secured term loans or acquisition  related
notes payable and $195.2 million outstanding under other credit facilities.

Financial Condition

Significant  changes in balance  sheet data from June 30, 1997 to March 31, 1998
are discussed below.

Restricted Cash

Restricted  cash decreased to $21.5 million at March 31, 1998 from $30.1 million
at June 30, 1997. The decrease was primarily the result of expending  previously
restricted cash for the Boca Resort expansion program.

Accounts Receivable

Accounts  receivable  increased  to $38.7  million at March 31,  1998 from $13.1
million at June 30,  1997.  The increase  was  partially  the result of assuming
trade  receivables in connection  with the  acquisition  of Registry  Resort and
Arizona  Biltmore,  which  totaled $15.8 million at March 31, 1998. In addition,
other  resorts'  accounts  receivable  increased  $6.4  million,  due to  higher
occupancy  rates and average daily rates from  corporate  guests.  The remaining
increase  substantially  relates  to the  hockey  team  operations  where  it is
customary for receivables to be higher during the regular playing season,  which
extends from October to April.

<PAGE>

Property and Equipment

Property and equipment  increased  $437.3 million to $912.7 million at March 31,
1998 from $475.4 million at June 30, 1997.  Approximately  $118.1 million of the
increase  related to initial and  subsequent  acquisitions  in Registry  Resort,
which has brought the Company's interest to approximately 97% at March 31, 1998.
Additionally, $289.9 million of the increase was attributable to the acquisition
of Arizona  Biltmore and $7.9 million was  attributable  to the  acquisition  of
Rolling  Hills.  The  remaining  increase  represents  capital  development  and
purchases at Boca Resort and the other resort properties, offset by depreciation
expense.

Other Assets

Other assets increased $6.6 million to $11.8 million at March 31, 1998 from $5.2
million at June 30, 1997.  The increase was primarily  due to the  assumption of
certain other assets in connection  with the  acquisition of Registry Resort and
Arizona Biltmore along with an increase in hockey player signing bonuses,  which
will be amortized over the life of the relevant player contracts.

Accounts Payable and Accrued Expenses

Accounts  payable and accrued  expenses  increased to $55.2 million at March 31,
1998 from  $34.6  million  at June 30,  1997.  The  increase  was  substantially
attributable  to the addition of trade  payables and other  accrued  liabilities
associated with Registry Resort and Arizona  Biltmore  together with the accrual
of acquisition related expenses.

Deferred Revenue

Deferred revenue increased to $17.6 million at March 31, 1998 from $10.0 million
at June 30,  1997.  The  increase  was  primarily  the  result  of two  factors.
Approximately  $4.7 million of the increase  related to receipts for annual club
membership  dues of Boca Resort.  Such amounts are recognized as revenue ratably
over the membership year,  which commenced on October 1. The remaining  increase
relates to  deposits  for  advance  suite and seat sales at the  Broward  County
Arena. The Broward County Arena is currently under construction and is scheduled
to open in the fall of 1998.

Short-Term Debt

In February  1998 the Company  completed a bridge loan facility in the amount of
$200.0  million.  At March 31, 1998,  $182.2 million was  outstanding  under the
facility.  A portion of the proceeds from the bridge loan was used in connection
with the  acquisitions  of Arizona  Biltmore  and  additional  units at Registry
Resort as well as to reduce other indebtedness. The indebtedness matures in July
1998 and the Company is in the process of establishing permanent financing.

Convertible Note Payable

Convertible  note  payable  amounted  to $100.3  million  at March 31,  1998 and
relates to the  acquisition  of Arizona  Biltmore as  discussed in Note 4 to the
Unaudited Consolidated Financial Statements.

Long-Term Debt

Long-term debt increased to $212.0 million at March 31, 1998 from $186.1 million
at June 30,  1997.  The  increase  was the  result  assuming  $63.1  million  of
indebtedness in connection with the  acquisition of the Arizona  Biltmore.  This
increase  was  partially  offset  by the  retirement  of $16.0  million  under a
mortgage note payable along with net repayments under lines-of-credit.

Minority Interest

The  Company  has a minority  interest  in  Registry  Resort and the Miami Arena
operations.

<PAGE>

Shareholders' Equity

Shareholders'  equity  increased to $437.1 million at March 31, 1998 from $301.2
million at June 30, 1997. The increase was attributable to the sale of 6,000,000
shares of Class A Common Stock,  together with the issuance of 918,174 shares of
Class A Common Stock and warrants to purchase  325,000  shares of Class A Common
Stock in connection  with the  acquisition of an ownership  interest in Registry
Resort.  In addition,  the Company issued warrants to purchase 500,000 shares of
Class A Common Stock in connection with the acquisition of the Arizona Biltmore.
The Company  also  received  $360,000 in proceeds  from the exercise of employee
stock  options,  and was  positively  impacted by net income for the nine months
ended March 31, 1998.

Forward Looking Statements

Certain   statements   and   information    included   herein   may   constitute
forward-looking  statements within the meaning of the Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from those expressed or implied by such forward-looking statements. Such factors
include,  among  others,  the ability to develop and implement  operational  and
financial  systems to manage  rapidly  growing  operations;  competition  in the
Company's  principal  businesses;  the  ability to  integrate  and  successfully
operate acquired  businesses and the risks associated with such businesses;  the
ability to obtain  financing on terms  acceptable  to the Company to finance its
growth strategy;  the Company's limited history of operations in the Leisure and
Recreation  Business;  dependence  on key  personnel and the ability to properly
assess and capitalize on future business opportunities.

<PAGE>

Part II - Other Information

Item 1.  Legal Proceedings

         There has been no material change in the status of legal proceedings as
         described under Item 3., Part I to the Company's  Annual Report on Form
         10-K for the year ended June 30, 1997 or described  under Item 1., Part
         II to the Company's  Quarterly Report on Form 10-Q for the period ended
         December 31, 1997, except as set forth below.

         As  disclosed in the Annual  Report on Form 10-K,  on February 21, 1997
         the  Seventeenth  Judicial  Circuit  Court ruled  against the Company's
         complaint with respect to the  construction of the Broward County Arena
         and the Prevailing  Wage  Ordinance,  finding that the Prevailing  Wage
         Ordinance was  applicable.  On March 18, 1998,  in a 2-1 decision,  the
         Fourth  District Court of Appeals  affirmed the trial court's  finding.
         On May 8, 1998, the Court of Appeals denied the Company's motion for
         rehearing and the Company is considering whether to further appeal and
         whether to seek to further extend the stay.  An unfavorable outcome of
         this suit may require the Company to incur additional construction
         costs up to $6.0 million.

Item 2.  Changes in Securities

         On March 2, 1998,  the  Company  acquired  an  ownership  interest  in
         Arizona  Biltmore in  exchange  for:  (i) payment of $126.0  million in
         cash,  (ii) payment of $100.3 million either in cash or shares of Class
         A Common  Stock  (iii)  warrants  to  purchase  500,000  shares  of the
         Company's Class A Common Stock exercisable at $24.00 per share and (iv)
         the assumption of $63.1 million of debt.  The $100.3  million  payment,
         which is classified  as  Convertible  Note Payable on the  Consolidated
         Balance  Sheet,  bears  interest  at a rate of 5% per annum and, at the
         election of the seller, shall be paid in either cash or shares of Class
         A Common Stock.  The seller may elect to receive cash during  specified
         election  periods  occurring  between May 25, 1998 and March 2, 2000 or
         may  elect to  receive  shares  of Class A Common  Stock at a per share
         price of $26.00 at any time from March 2, 1998 through March 2, 2008.

         On April 22, 1998, the Company  acquired the Edgewater Resort for $41.2
         million.  Approximately $20.7 million of the purchase price was paid in
         cash at  closing  and  payment of the  remaining  $20.5  million  bears
         interest  at a rate of 5% per annum and is  payable  in either  cash or
         shares of Class A Common  Stock,  at the election of the seller,  on or
         about October 22, 1999.

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
         ------            -----------------------------------------------------
         11                Computation of Earnings Per Share
         27                Financial Data Schedule
         99                Contribution  and Exchange  Agreement  dated December
                           19,  1997 by and  among  Florida  Panthers  Holdings,
                           Inc., Wright-Bilt Corp., Biltmore Hotel Partners, AZB
                           Limited  Partnership,  W&S  Realty  Investment  Group
                           L.L.C., Samuel Grossman,  Charles Carlise, W. Matthew
                           Crow,   AZ  Biltmore   Hotel   Limited   Partnership,
                           Southwest Associates, El Camino Associates,  Grossman
                           Investment Corp., and The Crow Irrevocable Trust. 
                           (Incorporated by reference into Form 8-K filed 
                            on March 5, 1998.)

(b)      Reports on Form 8-K

         The Company filed the following  Current Reports on Form 8-K during the
         three months ended March 31, 1998:  Current Report on Form 8-K filed on
         March 5, 1998,  relating to the acquisition of an ownership interest in
         Arizona Biltmore and reported certain factual  information  thereto and
         Current  Report  on Form 8-K filed on March 11,  1998  relating  to the
         resignation of Richard H. Evans as President of the Company.


<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, 1998                            By: /s/William M. Pierce
                                                 Senior  Vice  President, 
                                                   Treasurer and Chief Financial
                                                   Officer
                                                 (Principal Financial Officer)

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