UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q/A
                                AMENDMENT NO. 1

                              __________________

              QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 19, 1997


           Commission file numbers 33-89818, 33-96568 and 333-08041


                        CLUB CORPORATION INTERNATIONAL
            (Exact name of registrant as specified in its charter)


                      NEVADA                                    75-1311242
          (State  or  other  jurisdiction  of               (I.R.S. Employer
          incorporation  or  organization)                 Identification no.)


             3030  LBJ  FREEWAY, SUITE 700                 DALLAS, TEXAS 75234
       (Address  of  principal  executive offices)              (Zip Code)

      Registrant's telephone number, including area code: (972) 243-6191

              Former name, former address and former fiscal year,
        if changed since last report:  THE REGISTRANT'S FISCAL YEAR WAS
                         PREVIOUSLY THE CALENDAR YEAR


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.
                                                              -----

The  number of shares of the Registrant's Common Stock outstanding as of March
19,  1997  was  85,423,641.



                        CLUB CORPORATION INTERNATIONAL

                               TABLE OF CONTENTS

This  Amendment No. 1 amends Part I, Item 1 and Item 2, and Part II, Item 6 of
the  Quarterly  Report  on  Form  10-Q  filed with the Securities and Exchange
Commission  on  May  1,  1997.   The complete text of each item which has been
amended  is  included.    Text  of  items  which have not been amended are not
included.

Part  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements
          Independent  Auditors'  Review  Report
          Consolidated  Balance  Sheet
          Consolidated  Statement  of  Operations
          Consolidated  Statement  of  Stockholders'  Equity
          Consolidated  Statement  of  Cash  Flows
          Condensed  Notes  to  Consolidated  Financial  Statements

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

Part  II. OTHER  INFORMATION

Item  6.  Exhibits  and  Reports  on  Form  8-K


                        PART I. FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS


                      INDEPENDENT AUDITORS' REVIEW REPORT
                      -----------------------------------


The  Board  of  Directors
Club  Corporation  International:

We  have  reviewed  the  consolidated  balance  sheet  of  Club  Corporation
International  and  subsidiaries (ClubCorp) as of March 19, 1997 and March 31,
1996  and  the  related  consolidated  statements of operations, stockholders'
equity  and  cash  flows for the twelve weeks and three months ended March 19,
1997 and March 31, 1996, respectively. These consolidated financial statements
are  the  responsibility  of  the  Company's  management.

We  conducted  our  reviews  in  accordance  with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review of interim
financial  information  consists principally of applying analytical procedures
to  financial  data  and making inquiries of persons responsible for financial
and  accounting  matters.  It  is  substantially  less  in scope than an audit
conducted  in  accordance  with  generally  accepted  auditing  standards, the
objective  of  which  is  the expression of an opinion regarding the financial
statements  taken  as a whole. Accordingly, we do not express such an opinion.

Based  on  our  review,  we  are  not aware of any material modifications that
should  be made to the consolidated financial statements referred to above for
them  to  be  in  conformity  with  generally  accepted accounting principles.

We  have  previously  audited,  in accordance with generally accepted auditing
standards,  the consolidated balance sheet of ClubCorp as of December 31, 1996
and  the  related  consolidated statements of operations, stockholders' equity
and  cash  flows  for  the  year then ended (not presented herein); and in our
report  dated  February  21,  1997,  except  as  to  the  twenty-eighth  and
twenty-ninth  paragraphs  of  Note  1  which  are  as  of January 16, 1998, we
expressed  an  unqualified opinion on those consolidated financial statements.
In  our  opinion,  the  information set forth in the accompanying consolidated
balance  sheet  as  of December 31, 1996, is fairly presented, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.    Our report on the consolidated financial statements of ClubCorp as
of  and for the year ended December 31, 1996 refers to a change in 1995 in its
method  of  accounting  for  the  impairment  of  long-lived  assets  and  for
long-lived assets to be disposed of, and to a retroactive change in its method
of  accounting for membership deposits and the restatement of the consolidated
financial  statements  for  this  change.

As  discussed  in  Note  1  to the consolidated financial statements, ClubCorp
changed  its method of accounting for membership deposits and has restated the
consolidated  financial  statements to give retroactive effect to this change.


                                             KPMG  Peat  Marwick  LLP

Dallas,  Texas
April  24,  1997,  except  as  to  the  seventh  and  eighth
paragraphs  of  Note  1  which  are  as  of  January  16,  1998

<PAGE>

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  BALANCE  SHEET
(Dollars  in  thousands,  except  share  amounts)
(Unaudited)


                                                           MARCH 19,    December 31,    March 31,
Assets                                                       1997           1996          1996
------                                                    -----------  --------------  -----------
<S>                                                       <C>          <C>             <C>
Current assets:
     Cash and cash equivalents                            $   84,091   $      74,454   $   66,509
     Membership and other receivables, net                    58,977          73,139       55,719
     Inventories                                              14,171          13,886       13,895
     Other assets                                             13,599          14,501       14,851
                                                          -----------  --------------  -----------
             Total current assets                            170,838         175,980      150,974

Property and equipment, net                                  670,155         663,387      614,526
Other assets                                                 124,941         125,161      141,110
Financial services assets                                     26,664         589,482      900,189
                                                          -----------  --------------  -----------
                                                          $  992,598   $   1,554,010   $1,806,799
                                                          ===========  ==============  ===========

Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
     Accounts payable and accrued liabilities             $   41,106   $      54,933   $   42,271
     Long-term debt - current portion                         82,039         120,694      102,177
     Other liabilities                                        50,380          44,371       50,383
                                                          -----------  --------------  -----------
             Total current liabilities                       173,525         219,998      194,831

Long-term debt                                               217,116         223,223      218,799
Other liabilities                                             87,258          82,425       87,267
Membership deposits                                           85,552          84,088       80,676
Financial services liabilities                                11,105         549,246      865,698

Redemption value of common stock held by benefit plan         42,766          43,233       36,051

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,423,641 outstanding
   at March 19, 1997, 85,393,241 at December 31, 1996
   and 85,667,032 outstanding at March 31, 1996                  902             902          902
Additional paid-in capital                                    10,500          10,380       10,075
Foreign currency translation adjustment                          (74)            (54)         (42)
Unrealized gains or losses on investments in debt and
   equity securities                                               -             (46)     (17,177)
Retained earnings                                            443,580         420,948      399,513
Treasury stock                                               (36,866)        (37,100)     (33,743)
Redemption value of common stock held by benefit plan        (42,766)        (43,233)     (36,051)
                                                          -----------  --------------  -----------
             Total stockholders' equity                      375,276         351,797      323,477
                                                          -----------  --------------  -----------
                                                          $  992,598   $   1,554,010   $1,806,799
                                                          ===========  ==============  ===========
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  OPERATIONS
Twelve  Weeks  Ended  March  19,  1997  and
Three  Months  Ended  March  31,  1996
(Dollars  in  thousands,  except  per  share  amounts)
(Unaudited)



                                                             MARCH 19,    March 31,
                                                               1997         1996
                                                            -----------  -----------
<S>                                                         <C>          <C>
Operating revenues                                          $  159,123   $  151,790
Operating costs and expenses                                   142,725      135,511
Selling, general and administrative expenses                    14,245       13,973
                                                            -----------  -----------

Income from operations                                           2,153        2,306

Gain (loss) on divestitures                                      2,276         (696)
Interest and investment income                                   1,776        2,076
Interest expense                                                (7,985)      (8,056)
                                                            -----------  -----------

Loss from continuing operations before
 income taxes and minority interest                             (1,780)      (4,370)

Income tax (provision) benefit                                    (993)          28

Minority interest                                                  128           34
                                                            -----------  -----------

Loss from continuing operations                                 (2,645)      (4,308)

Discontinued operations:
Income from discontinued operations of financial services
 segment, net of income tax provision of $152 in 1996              131          533
Gain on disposal of financial services segment, net of
 income tax provision of $15,221                                25,146            -
                                                            -----------  -----------
                                                                25,277          533
                                                            -----------  -----------

Net income (loss)                                           $   22,632   $   (3,775)
                                                            ===========  ===========


Earnings per share:
   Loss from continuing operations                          $    (0.03)  $    (0.05)
   Discontinued operations                                        0.29         0.01
                                                            -----------  -----------
   Net income (loss)                                        $     0.26   $    (0.04)
                                                            ===========  ===========
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
Twelve  Weeks  Ended  March  19,  1997  and
Three  Months  Ended  March  31,  1996
(Dollars  in  thousands,  except  share  amounts)
(Unaudited)

                                                 Common  stock  (100,000,000  shares
                                              authorized,  par  value  $.01  per  share)
                                             -------------------------------------------
                                                                                                          Foreign
                                                          Treasury                        Additional     Currency
                                               Shares      Stock       Shares      Par      Paid-in     Translation
                                               Issued      Shares    Outstanding  Value     Capital     Adjustment
                                             ----------  ----------  -----------  ------  -----------  -------------
<S>                                          <C>         <C>         <C>          <C>     <C>          <C>
Balances at December 31, 1995, as restated   90,219,408  4,552,376    85,667,032  $  902  $    10,075  $        (51)
Net loss                                              -          -             -       -            -             -
Foreign currency translation adjustment               -          -             -       -            -             9
Market adjustment                                     -          -             -       -            -             -
Change in redemption value                            -          -             -       -            -             -
                                             ----------  ----------  -----------  ------  -----------  -------------
Balances at March 31, 1996                   90,219,408  4,552,376    85,667,032  $  902  $    10,075  $        (42)
                                             ==========  ==========  ===========  ======  ===========  =============

Balances at December 31, 1996, as restated   90,219,408  4,826,167    85,393,241  $  902  $    10,380  $        (54)
NET INCOME                                            -          -             -       -            -             -
STOCK ISSUED IN CONNECTION WITH BONUS PLANS           -    (30,400)       30,400       -          120             -
FOREIGN CURRENCY TRANSLATION ADJUSTMENT               -          -             -       -            -           (20)
MARKET ADJUSTMENT                                     -          -             -       -            -             -
CHANGE IN REDEMPTION VALUE                            -          -             -       -            -             -
                                             ----------  ----------  -----------  ------  -----------  -------------
BALANCES AT MARCH 19, 1997                   90,219,408  4,795,767    85,423,641  $  902  $    10,500  $        (74)
                                             ==========  ==========  ===========  ======  ===========  =============


                                                 Unrealized                                 Redemption
                                                  Gains or                                   Value of
                                                  Losses on                                   Common
                                               Investments in                                 Stock            Total
                                                  Debt and         Retained    Treasury      Held by       Stockholders'
                                              Equity Securities    Earnings     Stock      Benefit Plan       Equity
                                             -------------------  ----------  ----------  --------------  ---------------
<S>                                          <C>                  <C>         <C>         <C>             <C>
Balances at December 31, 1995, as restated   $          (11,812)  $ 403,288   $ (33,743)  $     (35,414)  $      333,245
Net loss                                                      -      (3,775)          -               -           (3,775)
Foreign currency translation adjustment                       -           -           -               -                9
Market adjustment                                        (5,365)          -           -               -           (5,365)
Change in redemption value                                    -           -           -            (637)            (637)
                                             -------------------  ----------  ----------  --------------  ---------------
Balances at March 31, 1996                   $          (17,177)  $ 399,513   $ (33,743)  $     (36,051)  $      323,477
                                             ===================  ==========  ==========  ==============  ===============

Balances at December 31, 1996, as restated   $              (46)  $ 420,948   $ (37,100)  $     (43,233)  $      351,797
NET INCOME                                                    -      22,632           -               -           22,632
STOCK ISSUED IN CONNECTION WITH BONUS PLANS                   -           -         234               -              354
FOREIGN CURRENCY TRANSLATION ADJUSTMENT                       -           -           -               -              (20)
MARKET ADJUSTMENT                                            46           -           -               -               46
CHANGE IN REDEMPTION VALUE                                    -           -           -             467              467
                                             -------------------  ----------  ----------  --------------  ---------------
BALANCES AT MARCH 19, 1997                   $                -   $ 443,580   $ (36,866)  $     (42,766)  $      375,276
                                             ===================  ==========  ==========  ==============  ===============
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
Twelve  Weeks  Ended  March  19,  1997  and
Three  Months  Ended  March  31,  1996
(Dollars  in  thousands)
(Unaudited)



                                                                      MARCH 19,    March 31,
                                                                        1997         1996
                                                                     -----------  -----------
<S>                                                                  <C>          <C>
Cash flows from operations:
   Net income (loss)                                                 $   22,632   $   (3,775)
   Adjustments to reconcile net income (loss) to cash flows
     provided from operations:
         Depreciation and amortization                                   11,591       11,219
         Loss (gain) on divestitures                                     (2,276)         696
         Gain on disposal of financial services segment                 (25,146)           -
         Equity in earnings in partnerships and joint ventures           (2,226)         (78)
         Amortization of discount on membership deposits                  1,428        1,220
         Decrease in real estate held for sale                              783        1,383
         Decrease in membership and other receivables, net               14,310       12,345
         Decrease in accounts payable and accrued liabilities           (13,759)     (10,772)
         Increase in deferred membership dues                             4,790        2,834
         Other                                                            8,244        4,054
         Net change in operating assets of discontinued operations       (1,173)      10,340
                                                                     -----------  -----------
               Cash flows provided from operations                       19,198       29,466

Cash flows from investing activities:
   Additions to property and equipment                                  (12,101)      (8,086)
   Development of real estate ventures                                     (694)      (3,591)
   Acquisition of facilities                                             (2,960)      (3,948)
   Proceeds from disposal of subsidiaries, net                            4,292            -
   Proceeds from disposal of financial services segment, net             52,396            -
   Other                                                                    492          790
   Investing activities of discontinued operations                          337       22,776
                                                                     -----------  -----------
               Cash flows provided from investing activities             41,762        7,941

Cash flows from financing activities:
   Borrowings of long-term debt                                           7,409       11,428
   Repayments of long-term debt                                         (57,205)      (4,636)
   Membership deposits received, net                                        164           49
   Dividends paid to minority shareholder of financial
     services segment                                                   (12,500)           -
   Financing activities of discontinued operations                       (3,153)     (11,023)
                                                                     -----------  -----------
               Cash flows used by financing activities                  (65,285)      (4,182)
                                                                     -----------  -----------

Total net cash flows                                                     (4,325)      33,225
Net cash flows from discontinued operations                             (13,962)      22,626
                                                                     -----------  -----------
Net cash flows from continuing operations                            $    9,637   $   10,599
                                                                     ===========  ===========
</TABLE>

See  accompanying  condensed  notes  to consolidated financial statements.

<PAGE>

CLUB CORPORATION  INTERNATIONAL
Condensed  Notes  to  Consolidated  Financial  Statements


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------
Consolidation
-------------
The consolidated financial statements include the accounts of Club Corporation
International (Parent) and its subsidiaries (collectively ClubCorp) except for
certain  subsidiaries  of  Franklin  Federal  Bancorp,  a Federal Savings Bank
(Franklin).  On  January 2, 1997, Franklin sold certain assets and transferred
certain  liabilities  to  Norwest  Corporation  (Norwest).  Thus,  Franklin is
classified  as  a  discontinued  operation  (Note  2)  and  Franklin's assets,
liabilities,  income  from operations and cash flow activity are segregated in
the  accompanying  consolidated  financial  statements.

Interim  presentation
---------------------
The  accompanying  consolidated  financial  statements  have  been prepared by
ClubCorp  and  are  unaudited.  Certain  information  and footnote disclosures
normally  included  in  financial  statements  presented  in  accordance  with
generally  accepted  accounting  principles  have  been  omitted  from  the
accompanying  statements.  ClubCorp's management believes the disclosures made
are  adequate  to  make the information presented not misleading. However, the
financial  statements  should  be  read  in  conjunction  with  the  financial
statements  and notes thereto of ClubCorp for the year ended December 31, 1996
which  were  a  part  of  ClubCorp's  Form  10-K/A  Amendment  No.  1.

In the opinion of ClubCorp management, the accompanying unaudited consolidated
financial  statements  reflect all adjustments necessary to present fairly the
consolidated financial position of ClubCorp as of March 19, 1997 and March 31,
1996  and the consolidated results of operations and cash flows for the twelve
weeks  and three months ended March 19, 1997 and March 31, 1996, respectively.
Interim  results  are  not  necessarily  indicative of fiscal year performance
because  of  the  impact  of  seasonal  and  short-term  variations.

Fiscal  periods
---------------
Effective  January  1,  1997, ClubCorp changed its fiscal year from a calendar
year  ending  December  31  to  a  52/53  week  fiscal year ending on the last
Wednesday  of  December.   Accordingly, the first quarter of 1997 includes the
twelve  weeks  ended  March 19, whereas the first quarter of 1996 includes the
three  months  ended  March  31.    The  hospitality segment subsidiaries were
previously  reported  on  a  52/53  week  fiscal  year  with  acquisitions,
divestitures  and  other  material transactions during the period of March 20,
1996  and  March  31,  1996 recorded in the consolidated financial statements.
The accounts of Franklin are included from December 31, 1995 to March 31, 1996
and  December  31,  1996  to  February  28,  1997.

Revenue  recognition
--------------------
Revenue  from  green  fees, lodging, cart rentals, food and beverage sales and
merchandise  sales  are  generally  recognized at the time of sale or when the
service  is  provided.

Revenues  from  membership dues are generally billed monthly and recognized in
the  period  earned.    The  monthly  dues  are  expected to cover the cost of
providing  future  membership  services.    Membership  deposits are generally
refundable  in  30  years  from  the  date  of  acceptance  as  a member.  The
difference  between  the amount of the membership deposit paid and the present
value  of  the  obligation  is  recognized  as revenue upon acceptance, unless
uncertainty  surrounding  collection  exists.

ClubCorp has previously recorded membership deposits at the face amount of the
obligation  when  received;  however,  based  on  the  review  of the relevant
accounting  literature  and  accounting  practices  within  the  hospitality
industry,  ClubCorp  has  determined that the accounting policy for membership
deposits  as  described  above  is appropriate.  Accordingly, the accompanying
financial  statements  have been retroactively adjusted to reflect this change
for  all  periods  presented.   The impact of the restatement is summarized as
follows  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                         12  WEEKS    3  Months
                                           ENDED        Ended
                                         MARCH  19,   March  31,
                                            1997          1996
                                         ----------   ----------
<S>                                       <C>         <C>
Income from operations                    $   5,485   $   4,947

Income from continuing operations before
  income taxes and minority interest          2,300      (1,560)

Income from continuing operations             1,994      (1,196)

Net income                                $   1,994   $  (1,196)
                                          =========   ==========

Earnings per share:
  Income from continuing operations       $    0.02   $   (0.01)
  Net income                              $    0.02   $   (0.01)
                                          =========   ==========
</TABLE>

This  change  also  resulted  in  a  decrease  in the liability for membership
deposits  of  $298,885,000,  $296,714,000  and $281,186,000 and an increase in
retained  earnings  of $240,957,000, $238,963,000 and $225,258,000 as of March
19,  1997,  December  31, 1996 and March 31, 1996, respectively.  In addition,
retained  earnings  as  of  December  31,  1995  has  increased  $226,454,000.

Earnings  per  share
--------------------
Earnings  per  share  is  computed using the weighted average number of shares
outstanding  of  85,423,641  and  85,761,114 for the first quarter of 1997 and
1996,  respectively.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 128, "Earnings per Share". SFAS 128
establishes  new standards for computing and presenting earnings per share and
is effective for financial statements issued for periods ending after December
15,  1997.  Management  expects the implementation of SFAS 128 to have minimal
impact  on  the  consolidated  financial  statements.

Reclassifications
-----------------
Certain amounts previously reported have been reclassified to conform with the
current  period  presentation.


NOTE  2.  DISCONTINUED  OPERATIONS
----------------------------------
On January 2, 1997, Franklin sold certain assets to Norwest for a cash payment
of  $89,968,000  and  assumption  of  certain  liabilities.  Sale  proceeds of
$4,000,000  represent  the  maximum contractual obligation of Franklin arising
from  any  claims which could be asserted by Norwest against Franklin based on
the  representations, warranties, and covenants provided in the agreement. The
contingency  periods  expire  within  one year of the closing date. Management
does  not  expect  any  claims  to  be  asserted; therefore, the $4,000,000 is
included  in  the  gain  on  the disposal of financial services segment in the
accompanying  statement  of  operations.   ClubCorp's gain on the sale, net of
taxes  and  minority  interest  is  $25,146,000.

The  financial  services  assets,  liabilities  and  income  from discontinued
operations  are  segregated  in  the  accompanying  consolidated  financial
statements,  net  of  minority  interest.  The  condensed  balance  sheet  and
statement of operations of the discontinued segment are as follows (dollars in
thousands):

<TABLE>
<CAPTION>

                                 Balance Sheet
                                 -------------

                            FEBRUARY 28,   December 31,   March 31,
                                1997           1996          1996
                            -------------  -------------  ----------
<S>                         <C>            <C>            <C>
Assets
--------------------------
Cash and cash equivalents   $      23,890  $      37,852  $   74,110
Mortgage-backed securities              -         67,088     359,595
Loans receivable, net                   -        419,106     397,415
Other assets                        2,774         65,436      69,069
                            -------------  -------------  ----------
                            $      26,664  $     589,482  $  900,189
                            =============  =============  ==========

Liabilities and
Stockholders' Equity
--------------------------
Deposits                    $           -  $     516,292  $  554,392
Federal Home Loan
  Bank Advances                         -          3,153     280,400
Other liabilities                   7,215         19,742      22,283
Stockholders' equity               19,449         50,295      43,114
                            -------------  -------------  ----------
                            $      26,664  $     589,482  $  900,189
                            =============  =============  ==========
</TABLE>

<TABLE>
<CAPTION>

                            Statement of Operations
                            -----------------------



                       FEBRUARY 28,    March 31,
                           1997          1996
                      --------------  -----------
<S>                   <C>             <C>
Net interest income   $         227   $    4,590
Other income                 46,653        1,006
Other expenses                   63        4,778
Income tax provision        (15,221)        (152)
                      --------------  -----------
      Net income             31,596          666
                      --------------  -----------
Minority interest             6,319          133
                      --------------  -----------
ClubCorp's interest   $      25,277   $      533
                      ==============  ===========
</TABLE>

Federal  income  taxes payable due to the sale are $6,172,000 and are included
in  other  liabilities  at  February  28,  1997.

In  January  1997, Franklin paid $62,500,000 in dividends to its shareholders.
ClubCorp  used  a  majority  of  its  dividend  to  pay  down  debt  balances.


NOTE  3.  ACQUISITIONS
----------------------
ClubCorp's acquisitions in 1997 and 1996 were accounted for using the purchase
method  and,  accordingly,  the  acquired assets and liabilities were recorded
based  on  their  estimated  fair  values  at  the  dates  of  acquisition.

During the first quarter of 1997, ClubCorp purchased the stock of a golf club.

The  following  unaudited  proforma  financial  information  assumes  the
acquisitions  occurred  at  the  beginning  of  their acquisition year and the
preceding year. This proforma summary does not necessarily reflect the results
of  operations  as  they would have occurred or the results which may occur in
the  future  (dollars  in  thousands,  except  per  share  data):

<TABLE>
<CAPTION>

                     March 31,
                       1996
                    -----------
<S>                 <C>
Operating revenues  $  155,642
                    ===========

Net loss            $   (4,516)
                    ===========

Net loss per share  $     (.05)
                    ===========
</TABLE>

ClubCorp's  1997 acquisition occurred at the beginning of the year; therefore,
no  proforma  information  is  shown  for  the  current  year.


NOTE  4.  LONG-TERM  DEBT
-------------------------
At  March  19,  1997  and  subsequently,  certain  subsidiaries  were  not  in
compliance  with  debt  covenants  due  to  non-payment  of  principal  due on
long-term  debt  and  covenants  relating  to  financial  ratios  totaling
$12,316,000.  This amount is included in the current portion of long-term debt
in  the  accompanying  balance  sheet.


NOTE  5.  COMMITMENTS  AND  CONTINGENCIES
-----------------------------------------
ClubCorp  is  subject  to  certain  pending or threatened litigation and other
claims. Management, after review and consultation with legal counsel, believes
ClubCorp  has  meritorious  defenses  to  these matters and that any potential
liability  from  these  matters  would  not  materially  affect  ClubCorp's
consolidated  financial  statements.


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

INTRODUCTION

     Club Corporation International ("ClubCorp" or the "Company") is a holding
company  incorporated  under the laws of the State of Nevada that, through its
subsidiaries,  owns,  operates  and/or  manages  country  clubs,  city  clubs,
city/athletic  clubs, athletic clubs, resorts, golf clubs, public golf courses
and  related real estate.  Historically, the Company operated in the financial
services  segment  through  Franklin  Federal  Bancorp, a Federal Savings Bank
("Franklin").    On August 7, 1996, Franklin entered into an agreement to sell
certain  assets  and  transfer  certain  liabilities  of  Franklin  to Norwest
Corporation  pending regulatory approval.  The sale was consummated on January
2,  1997  for  $90.0  million.    Sales proceeds of $4.0 million represent the
maximum contractual obligation of Franklin arising from any claims which could
be  asserted  by  Norwest  Corporation  against  Franklin  based  on  the
representations,  warranties,  and  covenants  provided in the agreement.  The
contingency  periods  expire  within  one year of the closing date.  A gain of
approximately  $25.1  million  was  recognized  on  the sale, net of taxes and
minority  interest.

     The  predecessor  corporation to ClubCorp was organized in 1957 under the
name Country Clubs, Inc.  All references herein to ClubCorp shall also include
Country  Clubs,  Inc.  and  its  successor corporations.  For purposes of this
document, references to the "Company" include ClubCorp's various subsidiaries.
However,  each  of  ClubCorp  and  its subsidiaries is careful to maintain its
separate  legal existence, and general references to the Company should not be
interpreted  in  any  way  to  reduce  the  legal  distinctions  between  the
subsidiaries  or  between  ClubCorp  and  its  subsidiaries.

     The following discussion of the Company's financial condition and results
of  operations for the 12 weeks ended March 19, 1997 and March 20, 1996 should
be  read in conjunction with the Company's Annual Report on Form 10-K and Form
10-K/A Amendment No. 1 for the year ended December 31, 1996, as filed with the
Securities  and  Exchange  Commission.


RESULTS  OF  OPERATIONS

     The  following  table  sets  forth operating revenues by product line and
operating  expenses  and  other  income  and  expense  items  for  the periods
indicated with percentage change based on comparisons between periods (dollars
in  millions):

<TABLE>
<CAPTION>

                                                                           Percentage
                                                                             Change
                                                                              from
                                                                           Comparable
                                                   12  Weeks  Ended       Prior Period
                                                -----------------------   ------------
                                                                            12 weeks
                                                                             ended
                                                                            March 19,
                                                                               1997
                                                 March 19,    March 20,         vs.
                                                   1997         1996        March 20,
                                                                               1996
                                                ----------   ----------   ------------
<S>                                             <C>          <C>          <C>         <C>
Operating revenues by product line:
Private clubs                                   $    113.7   $    112.4         1.2%
Golf clubs                                             7.9          5.9        33.9
Public golf                                            3.9          4.1        (4.9)
Resorts                                               27.9         24.0        16.3
Realty                                                 2.2          3.9       (43.6)
International                                          3.0          0.2     1,400.0
Corporate services and eliminations                    0.5          1.3       (61.5)
                                                -----------  -----------  ----------
Total operating revenues                        $    159.1   $    151.8         4.8%
                                                ===========  ===========  ==========

Direct operating expenses and general
  administrative expenses:
Direct operating costs                          $    142.7   $    135.5         5.3%
Selling, general and administrative                   14.2         14.0         1.4
                                                -----------  -----------  ----------
Total costs and expenses                        $    156.9   $    149.5         4.9%
                                                -----------  -----------  ----------

Income from operations                          $      2.2   $      2.3           *

Interest expense (net)                                (6.2)        (6.4)       (3.1)  %
Other                                                  0.0          0.5           *
Gain (loss) on divestitures                            2.2         (0.8)          *
                                                -----------  -----------  ----------

Loss from continuing operations before income
  taxes and minority interest                   $     (1.8)  $     (4.4)          *
                                                ===========  ===========  ==========
</TABLE>


________________________

*    Percentages  not  meaningful.


12  WEEKS  ENDED  MARCH  19,  1997  COMPARED  TO 12 WEEKS ENDED MARCH 20, 1996

     Operating  revenues  increased  4.8%  to  $159.1 million for the 12 weeks
ended March 19, 1997 from $151.8 million for the 12 weeks ended March 20, 1996
primarily  due  to  inflationary  price  increases on membership dues and golf
related  revenues.    Operating revenues of mature properties (i.e., those for
which  a  comparable  period  of activity exists, generally those owned for at
least  eighteen  months  to  two  years) increased 4.5% from $135.5 million to
$141.6  million  also  due  to  inflationary  price  increases.  Revenues from
properties  added,  net  of revenues lost from properties divested in 1996 and
1997,  represent  a  decrease  of  $0.5  million.

     Operating  revenues from mature private club properties increased 2.5% to
$106.2  million  for the 12 weeks ended March 19, 1997 from $103.6 million for
the  12  weeks  ended  March  20,  1996  primarily  due  to inflationary price
increases  on  membership  dues  offset  by adverse membership trends.  Mature
private  club  membership  dues  increased from $54.6 million for the 12 weeks
ended  March 20, 1996 to $56.7 million for the same period in 1997 or 3.8% due
primarily  to inflationary price increases.  Usage revenues for mature private
club properties (i.e., food and beverage, golf, lodging, and other recreation)
increased  slightly  to  $48.2  million  in  1997  from $47.7 million in 1996.

     Golf  clubs' (i.e., those clubs which offer both private and public play)
operating  revenues  increased  from  $5.9  million  to  $7.9 million or 33.9%
resulting  primarily  from  1996  acquisitions.   Mature golf clubs' operating
revenues increased 10.0% to $5.5 million for the 12 weeks ended March 19, 1997
from  $5.0  million  for  the  12  weeks  ended  March 20, 1996, reflecting an
increase of 1.8% in rounds played combined with an increase of 5.3% in revenue
per  round.

     Resorts operating revenues grew 16.3% from $24.0 million to $27.9 million
for  the  12  weeks ended March 19, 1997 due to increases at mature properties
and  a  1997  acquisition.    Operating  revenues  from  mature  owned resorts
increased  from $23.6 million in 1996 to $26.4 million in 1997, an increase of
11.9%,  reflecting  an  increase  of  9.7%  in  the  average daily revenue per
available  room,  an increase of 1.2% in occupancy rates, and the opening of a
new  golf  course  at  one  resort.

     Realty  operating  revenues  decreased  from $3.9 million in 1996 to $2.2
million  in 1997 or 43.6% due primarily to decreases in sales of land held for
resale  in  Colorado  and  Ohio.

     International  operating  revenues increased from $0.2 million in 1996 to
$3.0  million  in  1997,  mainly due to equity earnings from a recently opened
city  club  in  Singapore  and  1996  and  1997  acquisitions.

     Direct  operating  costs  increased  5.3%,  to $142.7 million from $135.5
million,  principally reflecting increased costs at mature properties.  Direct
operating  costs  at  mature  properties increased to $96.5 million for the 12
weeks  ended  March 19, 1997 from $90.3 million for the same period in 1996 or
6.9%.    The  increase  in direct operating costs for mature properties is due
primarily  to  increased  health  insurance  premiums,  an impairment loss for
assets  to  be  disposed  of,  membership  promotions  and  programs, bad debt
expense,  and  incentive  bonus  accruals.


SEASONALITY

     The  subsidiaries of the Company operate primarily on a 52/53 week fiscal
year. The first three quarters consist of 12 weeks each and the fourth quarter
includes  16  weeks.  The  timing  of  fiscal  quarter  ends, seasonal weather
conditions and other short-term variations cause financial performance to vary
by  quarter.  The Company has historically generated a disproportionate amount
of  its  operating  revenue  in  the second, third and fourth quarters of each
year. The timing of new operating properties purchases or leases, divestitures
of  operating  properties,  and  investment  gains  and  losses also cause the
Company's results of operations to vary significantly from quarter to quarter.


INFLATION

     Inflation  has  not  had  a significant adverse impact on the Company. As
operating  expenses increase, the Company, to the extent the value of services
rendered  to  members  is  not  adversely  impacted  and as industry standards
dictate,  recovers  increased  costs  by  increasing  prices.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  finances  its operations and capital expenditures primarily
through  cash  flows  from  operations and long-term debt. Membership deposits
collected by a subsidiary are used to finance such subsidiary's operations and
for  capital  expenditures.    Most  capital  expenditures  other than capital
replacements are considered discretionary and could be curtailed in periods of
low liquidity. Capital replacements are planned expenditures made each year to
maintain  high  quality  standards  of  facilities  for the purpose of meeting
existing  members'  expectations  and  to  attract  new  members.  Capital
replacements  have  ranged  from 3.8% to 5.9% of operating revenues during the
last  three  years.  The  Company  distinguishes  capital expenditures made to
refurbish  and  replace  existing  property  and  equipment  (i.e.,  capital
replacements)  from  other  discretionary  capital  expenditures  such  as the
expansion of existing facilities (i.e., capital expansions) and acquisition or
development  of  new  facilities.

     Long-term  debt is generally incurred on a property specific basis and is
non-recourse to any corporations other than the subsidiary incurring the debt.
Membership  deposits represent advance initiation deposits paid by members and
are  generally  refundable  30  years from the date of acceptance as a member.
Management  does  not consider maturities of membership deposits over the next
five  years  to  be  material.   Due to the utilization of long-term operating
leases  and membership deposits, the Company's leverage ratio (i.e., long-term
debt  to  total  capital) has been maintained at manageable levels which allow
for  adequate  capability  to  finance  future  growth  with  long-term  debt.

     The  Company  relies  on  its  low  leverage  position and maintenance of
positive  relationships  with  existing  and  potential  lenders  to  arrange
financing  as  needed for general corporate purposes or for specific projects.
Consequently, the Company maintained no committed lines of credit at March 19,
1997.    At  March  19,  1997, certain subsidiaries of the Company were not in
compliance  with  outstanding  loan  agreements  relating  to  long-term  debt
totaling  $12.3  million.   Such noncompliance relates both to financial ratio
covenants and to nonpayment of amounts due under the terms of such agreements.

     The  provisions  of certain subsidiary lending and other agreements limit
the  amount  of  dividends that may be paid to the parent.  At March 19, 1997,
cash  balances  of  $10.7  million  were  not  available  for  dividends  by
subsidiaries  due  to  those  restrictions.

     At March 19, 1997, the Company's subsidiaries maintained $14.7 million of
unused letters of credit primarily to guarantee payment of potential insurance
claims  paid  under  workers'  compensation  and  general  liability programs.
Commitments  to fund future capital expenditures were not material as of March
19,  1997.

     All  of  the  assets  of  the ClubCorp Stock Investment Plan ("Plan") are
invested  in  shares  of  ClubCorp's  common  stock,  $.01 par value per share
("Common  Stock"), except for temporary investments of cash pending investment
in  Common  Stock.    All  distributions from the Plan are made in cash.  As a
means  of  providing  liquidity  to  the  trustees  of  the Plan to meet their
fiduciary  obligations  to  distribute  cash  to  participants  requesting
withdrawals, ClubCorp has provided the trustees the right ("Redemption Right")
to  cause  the  Company to redeem Common Stock, held in trust on behalf of the
Plan,  at  the  most  recent  appraised  price  as  necessary  to meet certain
requirements.    Withdrawals  by  participants  and  terminations  by  and/or
resignations  from the Company of participants in excess of anticipated levels
could  give  rise  to the exercise of withdrawal rights in substantial amounts
and  place  significant  demands  on the liquidity of the Company.  In such an
event,  the  resources  available  to meet business expansion or other working
capital  needs could be adversely affected. As of March 19, 1997, the value of
the  Redemption  Right  was $42.8 million.  The most recent appraised price of
the Common Stock is $11.91 as of March 19, 1997. The aggregate market value of
the  Common Stock at March 19, 1997 is $1,017.4 million.  The Redemption Right
has  never  been exercised by the Plan, although the Company from time to time
has  repurchased  Common  Stock  into treasury from certain stockholders.  The
Company  does  not  believe that the Redemption Right will be exercised to any
material  extent  by  the  Plan  to  meet  any  of  its fiduciary obligations.


FACTORS  THAT  MAY  AFFECT  FUTURE  OPERATING  RESULTS

     Certain  information  in  this  Quarterly Report on Form 10-Q may contain
"forward-looking  statements"  within  the  meaning  of  Section  21E  of  the
Securities  Exchange  Act  of  1934,  as  amended.   All statements other than
statements of historical fact are "forward-looking statements" for purposes of
these  provisions,  including  any  projections of earnings, revenues or other
financial  items, any statements of the plans and objectives of management for
future  operations,  any  statements  concerning  proposed  new  products  or
services,  any  statements regarding future economic conditions or performance
and  any  statement  of  assumptions underlying any of the foregoing.  In some
cases,  forward-looking statements can be identified by the use of terminology
such  as  "may,"  "will,"  "expects,"  "plans,"  "anticipates,"  "estimates,"
"potential"  or  "continue,"  or  the  negative  thereof  or  other comparable
terminology.  Although the Company believes that the expectations reflected in
its  forward-looking  statements are reasonable, it can give no assurance that
such  expectations  or  any of its forward-looking statements will prove to be
correct,  and  actual  results could differ materially from those projected or
assumed  in  the  Company's  forward-looking  statements.    Forward-looking
statements  are subject to inherent risks and uncertainties, some of which are
summarized  in  this  section.

     Several  legislative  proposals  have  been  enacted into law which could
increase  the  Company's direct operating costs.  The first proposal increased
the  minimum  wage to $4.75 per hour on October 1, 1996 with a second increase
in  the  minimum  wage  to  $5.15  per  hour  occurring  on September 1, 1997.
Management  estimates  that there will not be a significant increase in direct
operating  costs  for this change in the law.  Benefits legislation may impact
the  cost of health coverage, in particular regarding coverage of pre-existing
conditions.  Benefit mandates will have no significant financial impact to the
Company  in  1997;  however,  management  has not yet determined the financial
impact  for  1998  when  most  requirements  become  effective.

     Over the last three years, attrition rates among members of the Company's
mature  clubs  have  ranged  from  approximately  17.5%  to  22.4%. In certain
geographic areas, the Company has experienced decreased levels of usage of its
private  clubs,  golf clubs, and public golf facilities.  Membership attrition
at  mature  clubs  for  the 12 weeks ended March 19, 1997 was 18.5%, which was
higher  than  enrollment rates of 17.2% during the same period.  Attrition was
primarily  due  to  a  decrease  in  members  at  city  clubs.  The Company is
currently analyzing the existing demands of the city club market and modifying
its  existing  product  to  more  closely match these needs.  In addition, the
Company  continues  to focus its efforts on membership enrollment programs and
quality  service  to  reduce  attrition as one of its top priorities for 1997.
For  the  last  several  years,  the  Company has focused on efforts to retain
existing  members, attract new members and increase club usage through various
programs  and membership activities, including increasing member participation
by  implementing  member  survey suggestions and increasing the involvement of
member boards of governors in planning day-to-day activities.  It is uncertain
how trends in membership and club usage will develop in the future, or whether
any  of  the  Company's  efforts  in  this  area  will  be  successful.

     During  1996,  the  Company  was  successful  in  its  efforts to control
expenses  and  increase  revenues.    While operating revenues increased 3.1%,
operating  costs  and  expenses  increased  only 1.0%.  It is uncertain if the
Company  can continue to create operating efficiencies and thus decrease costs
in  1997  to  the extent cost reductions were achieved in 1996.  For the first
quarter  of  1997,  the  Company's  operating  revenues  increased  4.8% while
operating  costs  and  expenses  increased  4.9%.

     As of April 30, 1997, the Company was in the final stages of negotiations
to  acquire  two  properties  and  to  build  one  property.  The  Company  is
considering  several  ownership  structures for the properties including lease
arrangements,  sole  ownership, and partial ownership (including joint venture
interests).  The  consummation  of  the  acquisition and construction of these
properties  is  expected  to  require  approximately  $2.0  to $3.0 million in
capital  expenditures,  to be funded primarily with cash flows from operations
and  external  bridge  financing  of Club Corporation of America ("CCA").  The
bridge  financing  arrangement  is  a  "guidance line", styled as a promissory
note,  with  a  bank and is due on a short-term basis up to a maximum of $75.0
million.  Borrowings  are generally renewed as they become due; therefore, CCA
does  not expect to be required to repay the outstanding borrowings within the
next  twelve months. As of March 19, 1997, $24.8 million was outstanding under
this  financing  arrangement.  Due  to  its  short-term  nature,  the  amount
outstanding,  excluding  letters  of  credit and loan guarantees, at March 19,
1997 is considered current for financial reporting purposes. Additional credit
arrangements  could  be  made if considered necessary. The eventual outcome of
the  acquisition  negotiations  cannot  be  accurately predicted at this time.

     The  Company  has  acquired  60  properties since January 1, 1991 through
purchase,  lease  agreement or joint venture arrangements. Actual returns from
these  properties  have  been  significantly  less than projected returns. The
success  of  each  property depends on different factors; however, some of the
more  common  risk  factors include a high dependency on real estate sales for
new  membership  growth,  slower  progress  than  anticipated in repositioning
properties  and  slower  than  anticipated  turnarounds  of  prior  operating
deficits.  Additional  purchase consideration was paid for premier properties,
strategically  positioned  properties,  and  properties  in  markets  with
significant  barriers  to  entry  reflecting  both the tangible and intangible
value  of the property. The Company has also experienced greater than expected
development  costs at three properties built and opened since January 1, 1991.
Under-performing  and cash flow deficit properties recently acquired are being
carefully  analyzed  by  executive management to determine an optimum business
plan  allowing  for  the  highest  possible return to the Company. The Company
continually  seeks to improve financial performance of existing facilities and
divest properties when management determines that properties will be unable to
provide  a  positive  contribution  to profitability. The Company is currently
evaluating  several  of  its  properties  for  ownership  and/or  financial
restructure  or  divestiture  which  could,  depending  on  the  outcome  of
restructure  or divestiture negotiations, limit its short-term ability to grow
revenues  and  cash  flows at historical levels. Executive management believes
that its focus on, and investment in, training and development at the property
manager  level  could improve performance in the future.  Executive management
has  developed  a  risk  and reward-based screening model to evaluate specific
risk and reward factors against projected yields for all proposed acquisitions
and  certain  other  significant  capital  investments  of  the  Company.   In
addition,  the  Company  has  implemented  a  "team  approach" to acquisitions
including all facets of operations, development, and regional support teams to
improve  the  transition  of  ownership.


                          PART II.  OTHER INFORMATION


Item  6.  Exhibits  and  Reports  on  Form  8-K
          (a) Exhibits
              10.1*  -  Appendix  C  to  ClubCorp  Comprehensive
                        Compensation  Plan
              15.1    - Letter from KPMG Peat Marwick LLP regarding
                        unaudited  interim  financial  statements

          (b) Reports  on  Form  8-K
                The  Company  did  not  file  any reports on Form 8-K
                during  the  quarterly  period  ended  March  19,  1997.

_______________________
*        Filed as an exhibit to Form 10-Q for the quarterly period ended March
19,  1997  on  May  1,  1997.



<PAGE>
                                  SIGNATURES


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



                                         CLUB CORPORATION INTERNATIONAL





Date : February 5, 1998                  By:  /s/ James P. McCoy, Jr.
                                              -------------------------------
                                              James P. McCoy, Jr.
                                              Senior Vice President and
                                              Chief Financial Officer
                                              (chief accounting officer)