THIRD AMENDMENT TO THE
                        CLUBCORP STOCK INVESTMENT PLAN


     Amendment  made  this  13th  day  of  May,  1996,  by  Club  Corporation
International  (the  "Company").

                             W I T N E S S E T H:
                             --------------------

     WHEREAS,  the  Company  maintains the ClubCorp Stock Investment Plan (the
"Plan");  and

     WHEREAS,  the  Company amended and restated the Plan effective January 1,
1995  and
subsequently  amended the Plan to make certain technical qualification changes
in  response  to  a  request  from  the  Internal  Revenue  Service;  and

     WHEREAS,  the Company desires to amend the Plan to recognize the adoption
of  the  Plan  by  ClubCorp International Resource Company ("Resource") and to
permit  nonresident  aliens with no U.S. source earned income who are employed
by  Resource  to  participate  in  the  Plan;  and

     WHEREAS,  the  Plan  may  be  amended  by  the  Company  pursuant  to the
provisions  of  Article  XV  of the Plan, and the Company desires to amend the
Plan;

     NOW,  THEREFORE,  the Plan is amended as follows, effective as of May 13,
1996:

1.  The  first  paragraph of existing Section 2.12 is deleted in its entirety,
and  the  following  two  paragraphs  are  substituted  in  its  place:

     "2.12    "Compensation" means with respect to all Participants except for
those Participants employed by ClubCorp International Resource Company who are
nonresident  aliens  who  receive no earned income (within the meaning of Code
Section  911(d)(2))  which  is  U.S. source income (within the meaning of Code
Section  861(a)(3)),  a Participant's total compensation for services rendered
to  an  Employer  during a Plan Year, as reported on Form W-2 or other federal
wage  statement as taxable for federal income tax purposes; provided, however,
that Compensation shall not include any Compensation paid for any period prior
to  participation  in  the Plan or any of the following forms of Compensation:
relocation  allowances,  geographic  differentials,  car  allowances,  income
imputed  for use of a car, noncash compensation and stock appreciation rights.
Notwithstanding    the  foregoing,  Compensation shall include the amount of a
Participant's  elective  salary  reductions  or  salary  deferrals  under  any
Employer's  cafeteria  plan  established  pursuant  to  Code Section 125 or an
Employer's  plan  established  pursuant  to  Code  Section  401(k).

     Notwithstanding  anything  in  this  Section  2.12  to  the  contrary,
Compensation  with  respect  to only those employees of ClubCorp International
Resource  Company  who  are  nonresident  aliens  who receive no earned income
(within  the  meaning  of  Code  Section911(d)(2)) which is U.S. source income
(within  the  meaning  of  Code  Section  861(a)(3))  shall  mean  (I)  such
Participant's  wages,  salaries, earned income (only if an employee within the
meaning of section 401(c)(1) of the Code) which includes foreign earned income
(as  defined  in  Section  911(b)  of the Code) whether or not excludable from
gross  income  under  Code  Section  911, foreign earned income (as defined in
Section  911(b) of the Code) whether or not excludable from gross income under
Code  Section  911, fees for professional services, and other amounts received
from  an  Employer  for  personal  services actually rendered in the course of
employment  with an Employer as an Employee to the extent that the amounts are
includible  in  gross  income (including, but not limited to, commissions paid
salesmen, overtime pay, compensation for services on the basis of a percentage
of  profits, commissions on insurance premiums, tips, bonuses, fringe benefits
and reimbursements or other expense allowances under a nonaccountable plan, as
described  in  Treasury Regulations section 1.62-2(c)), but determined without
regard  to  the  exclusions  found  in Code Sections 931 and 933, (II) amounts
received  by  such  Participant  described  in  Sections 104(a)(3), 105(a) and
105(h)  of  the Code, but only to the extent that these amounts are includible
in  the  gross income of the Employee, (III) amounts paid or reimbursed by the
Employer to such Participant for moving expenses incurred by such Participant,
but only to the extent that at the time of payment it is reasonable to believe
that these amounts are not deductible by such Participant under Section 217 of
the  Code,  (IV)  the  value  of  nonqualified  stock  options granted to such
Participant, but only to the extent that the value of the option is includible
in the gross income of such Participant for the taxable year in which granted,
and  (V)  the  amount  includible in the gross income of such Participant upon
making  the election described in Section 83(b) of the Code, but excluding the
following:

     (A)  Employer  contributions  to  a  plan of deferred compensation to the
extent  contributions  are not included in gross income of the Participant for
the  taxable  year  in which contributed, and any distributions from a plan of
deferred  compensation  whether  or  not includible in the gross income of the
Participant  when  distributed;

     (B)  Employer  contributions  made  on  behalf  of  the  Participant to a
simplified  employee  pension  described  in  section  408(k)  of  the  Code;

     (C) amounts realized from the exercise of a nonqualified stock option, or
when  restricted  stock  (or  property) held by the Participant becomes freely
transferable  or  is  no  longer  subject to a substantial risk of forfeiture;

     (D)  amounts  realized  from  the  sale, exchange or other disposition of
stock  acquired  under  a  qualified  stock  option;  and

     (E)  amounts  that receive special tax benefits, or contributions made by
the  Employer  (whether or not under a salary reduction agreement) towards the
purchase  of  an  annuity  contract  described  in  section  403(b)  of  the
Code(whether  or not the contributions are excludable from the gross income of
the  Participant);  provided, however, that Compensation shall not include any
Compensation  paid for any period prior to participation in the Plan or any of
the  following  forms  of  Compensation:    relocation  allowances, geographic
differentials,  car  allowances,  income  imputed  for  use  of a car, noncash
compensation  and  stock  appreciation  rights.   Notwithstanding the directly
preceding  sentence,  Compensation shall include the amount of a Participant's
elective  salary reductions or salary deferrals under any Employer's cafeteria
plan  established  pursuant  to  Code  Section  125  or  an  Employer's  plan
established  pursuant  to  Code  Section  401(k)."

2.  Existing  Section  2.19  is  deleted in its entirety, and the following is
substituted  in  its  place:

     "2.19    "Eligible  Employee"  means  any  Employee  except the following
individuals:  (i)  any Employee who is included in a unit of employees covered
by  a collective bargaining agreement between employee representatives and one
(1)  or  more  Employers if retirement benefits were the subject of good faith
bargaining  between  such representatives and employees, unless the collective
bargaining agreement expressly provided for the inclusion of such Employees as
Eligible  Employees  under  this Plan, (ii) except as provided in this Section
2.19,  a nonresident alien who receives no earned income within the meaning of
Code  Section  911(d)(2))  which  is U.S. source income (within the meaning of
Code  Section  861(a)(3)),  and  (iii) except as provided in Section 3.03, any
person  who  is  not  treated  as  an  employee on the payroll of an Employer,
regardless  of  whether such person is considered a leased employee within the
meaning  of  Code Sections 414(n) and 414(o).  Notwithstanding anything in the
Plan to the contrary, all employees of ClubCorp International Resource Company
shall  be  classified  and treated as Eligible Employees regardless of whether
such Employees are nonresident aliens who receive no earned income (within the
meaning  of  Code  Section  911(d)(2)) which is U.S. source income (within the
meaning  of  Code  Section  861(a)(3))."

3.    Existing  Section  2.20 is deleted in its entirety, and the following is
substituted  in  its  place:

     "2.20  "Employee"  means  any  person  who  is  employed  by  one or more
Affiliated  Companies,  and  whose  remuneration from an Affiliated Company is
subject  to  FICA  withholding;  provided,  however, that a person employed by
ClubCorp  International  Resource  Company  who  is  a  nonresident  alien who
receives no earned income (within the meaning of Code Section 911(d)(2)) which
is  U.S. source income (within the meaning of Code Section 861(a)(3)) shall be
deemed  to  be an Employee regardless of whether such person's remuneration is
subject  to  FICA  withholding.    Any  leased employee shall be considered an
"Employee"  under the Plan to the extent required by Sections 414(n) or 414(o)
of  the  Code, but shall not be eligible to participate in the Plan unless and
until  heactually becomes employed on the payroll of an Employer and otherwise
meets  the  eligibility  criteria  of  Article  III."

4.    Existing  Subsection  4.09(6)(c)  is  deleted  in  its entirety, and the
following  is  substituted  in  its  place:

     "(c)  Eligible  Employee"  for purposes of this Section 4.09 means for or
during  a  Plan  year  each  Employee who is eligible to become a Participant,
including those Employees who are eligible to but fail to file to the election
required  by Section 3.04; provided, however, that those Employees of ClubCorp
International  Resource  Company  who  are  nonresident  aliens who receive no
earned  income  (within  the  meaning of Code Section 911(d)(2)) which is U.S.
source  income  (within  the  meaning  of Code Section 861(a)(3)) shall not be
treated  as  Eligible  Employees  for  purposes  of  this  Section  4.09."

5.   Existing Subsection 5.05(7) is deleted in its entirety, and the following
is  substituted  in  its  place:

     "5.05(7)    "Limitation  Year  Compensation"  means a Participant's total
compensation  for  services  rendered  to  an  Employer during a Plan Year, as
reported  on  Form  W-2 or other federal wage statement as taxable for federal
income  tax  purposes,  except  that  for  only  those  Employees  of ClubCorp
International  Resource  Company  who  are  nonresident  aliens who receive no
earned  income  (within  the  meaning of Code Section 911(d)(2)) which is U.S.
source  income  (within the meaning of Code Section 861(a)(3), Limitation Year
Compensation  shall mean (I) such Participant's wages, salaries, earned income
(only  if  an  employee  within  the meaning of section 401(c)(1) of the Code)
which  includes  foreign  earned  income  (as defined in Section 911(b) of the
Code)  whether  or  not  excludable  from gross income under Code Section 911,
foreign  earned  income  (as defined in Section 911(b) of the Code) whether or
not excludable from gross income under Code Section 911, fees for professional
services,  and  other  amounts received from an Employer for personal services
actually  rendered in the course of employment with an Employer as an Employee
to  the extent that the amounts are includible in gross income (including, but
not  limited  to,  commissions  paid  salesmen, overtime pay, compensation for
services  on  the  basis  of a percentage of profits, commissions on insurance
premiums,  tips,  bonuses, fringe benefits and reimbursements or other expense
allowances  under  a nonaccountable plan, as described in Treasury Regulations
section  1.62-2(c)),  but determined without regard to the exclusions found in
Code Sections 931 and 933, (II) amounts received by such Participant described
in  Sections  104(a)(3), 105(a) and 105(h) of the Code, but only to the extent
that  these  amounts are includible in the gross income of the Employee, (III)
amounts  paid  or  reimbursed  by  the Employer to such Participant for moving
expenses incurred by such Participant, but only to the extent that at the time
of  payment  it is reasonable to believe that these amounts are not deductible
by  such  Participant  under  Section  217  of  the  Code,  (IV)  the value of
nonqualified stock options granted to such Participant, but only to the extent
that  the  value  of  the  option  is  includible  in the gross income of such
Participant  for  the  taxable  year  in  which  granted,  and  (V) the amount
includible  in  the  gross income of such Participant upon making the election
described  in  Section  83(b)  of  the  Code,  but  excluding  the  following:

     (A)  Employer  contributions  to  a  plan of deferred compensation to the
extent  contributions  are not included in gross income of the Participant for
the  taxable  year  in which contributed, and any distributions from a plan of
deferred  compensation  whether  or  not includible in the gross income of the
Participant  when  distributed;

     (B)  Employer  contributions  made  on  behalf  of  the  Participant to a
simplified  employee  pension  described  in  section  408(k)  of  the  Code;

     (C) amounts realized from the exercise of a nonqualified stock option, or
when  restricted  stock  (or  property) held by the Participant becomes freely
transferable  or  is  no  longer  subject to a substantial risk of forfeiture;

     (D)  amounts  realized  from  the  sale, exchange or other disposition of
stock  acquired  under  a  qualified  stock  option;  and

     (E)  amounts  that receive special tax benefits, or contributions made by
the  Employer  (whether or not under a salary reduction agreement) towards the
purchase  of  an  annuity  contract  described  in  section 403(b) of the Code
(whether  or not the contributions are excludable from the gross income of the
Participant)."

     IN  WITNESS  WHEREOF,  this  Amendment has been executed the day and year
first  above  written.

CLUB  CORPORATION  INTERNATIONAL


By:    John  Gray