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


                                   FORM 10-Q/A

                               __________________

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

                  For the quarterly period ended March 25, 1998


       Commission file numbers 33-89818, 33-96568, 333-08041 and 333-57107


                         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:  NONE


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
25,  1998  was  85,003,839.

<PAGE>

                         CLUB CORPORATION INTERNATIONAL

                                TABLE OF CONTENTS

This  Amendment  No.  1  amends Part I, Item 1 and 2, and Part II, Item 6 of the
Quarterly  Report on Form 10-Q filed with the Securities and Exchange Commission
on  May  8,  1998.    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  Accountants'  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

<PAGE>

                         PART I. FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS

                     INDEPENDENT ACCOUNTANTS' 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 25, 1998 and March 19,
1997 and the related consolidated statements of operations, stockholders' equity
and  cash  flows  for  the twelve weeks ended March 25, 1998 and March 19, 1997,
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, 1997
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 27, 1998 except as to Note 2 which is as of October 13, 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, 1997 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  refers  to a
retroactive  change  in  the  Company's  method  of  accounting  for  membership
initiation  deposits  and fees and the related incremental direct selling costs.

As  discussed  in  Note  2 to the accompanying consolidated financial statements
ClubCorp changed its method of accounting for membership initiation deposits and
fees  and  the  related  incremental  direct  selling costs and has restated the
consolidated  financial  statements  to  give retroactive effect to this change.



                                             KPMG  Peat  Marwick  LLP

Dallas,  Texas
May 1, 1998, except as to Note 2
which is as of October 13, 1998

<PAGE>
<TABLE>
<CAPTION>

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

                                                           March 19,    December 31,    MARCH 25,
Assets                                                       1997           1997          1998
------                                                    -----------  --------------  -----------
<S>                                                       <C>          <C>             <C>
Current assets:
     Cash and cash equivalents                            $  107,982   $     101,419   $  128,665
     Membership and other receivables, net                    58,993          76,522       59,288
     Inventories                                              14,171          14,954       16,415
     Other assets                                             13,204          14,968       13,786
                                                          -----------  --------------  -----------
             Total current assets                            194,350         207,863      218,154

Property and equipment, net                                  670,155         677,227      690,937
Other assets                                                 126,514         143,584      142,242
                                                          -----------  --------------  -----------
                                                          $  991,019   $   1,028,674   $1,051,333
                                                          ===========  ==============  ===========

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

Current liabilities:
     Accounts payable and accrued liabilities             $   48,321   $      57,996   $   48,389
     Long-term debt - current portion                         82,039          74,621       96,294
     Other liabilities                                        83,843          79,995       90,782
                                                          -----------  --------------  -----------
             Total current liabilities                       214,203         212,612      235,465

Long-term debt                                               217,116         181,236      180,351
Other liabilities                                            129,304         109,493      108,517
Membership deposits                                           75,778          83,066       85,525

Redemption value of common stock held by benefit plan         42,766          53,652       54,521

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,423,641 outstanding
   at March 19, 1997 and 85,003,839 outstanding
   at December 31, 1997 and March 25, 1998                       902             902          902
Additional paid-in capital                                    10,500          10,607       10,607
Accumulated other comprehensive income                           (74)            260          130
Retained earnings                                            337,390         419,061      417,530
Treasury stock                                               (36,866)        (42,215)     (42,215)
                                                          -----------  --------------  -----------
             Total stockholders' equity                      311,852         388,615      386,954
                                                          -----------  --------------  -----------
                                                          $  991,019   $   1,028,674   $1,051,333
                                                          ===========  ==============  ===========
</TABLE>


See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>
<TABLE>
<CAPTION>

CLUB CORPORATION INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  OPERATIONS
(Dollars  in  thousands,  except  per  share  amounts)
(Unaudited)


                                                           Twelve Weeks  Ended
                                                         ------------------------
                                                          March 19,    MARCH 25,
                                                            1997         1998
                                                         -----------  -----------
<S>                                                      <C>          <C>
Operating revenues                                       $  157,086   $  171,848
Operating costs and expenses                                142,898      152,529
Selling, general and administrative expenses                 14,245       14,416
                                                         -----------  -----------

Operating (loss) income                                         (57)       4,903

Gain on divestitures                                          2,401          346
Interest and investment income                                1,907        2,149
Interest expense                                             (7,985)      (7,495)
                                                         -----------  -----------

Loss from continuing operations before
 income taxes and minority interest                          (3,734)         (97)

Income tax provision                                           (959)        (294)

Minority interest                                                 -         (271)
                                                         -----------  -----------

Loss from continuing operations                              (4,693)        (662)

Discontinued operations:
Gain on disposal of financial services segment, net of
 income tax provision of $15,221                             25,146            -
                                                         -----------  -----------

Net income (loss)                                        $   20,453   $     (662)
                                                         ===========  ===========


Basic and diluted earnings per share:
   Loss from continuing operations                       $    (0.05)  $    (0.01)
   Discontinued operations                                     0.29            -
                                                         -----------  -----------
   Net income (loss)                                     $     0.24   $    (0.01)
                                                         ===========  ===========
</TABLE>


See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>

CLUB CORPORATION INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
Twelve  Weeks  Ended  March  19,  1997  and  March  25,  1998
(Dollars  in  thousands,  except  share  amounts)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                                       Accumulated
                                                                                                          other
                                                 Common  stock  (100,000,000  shares                   comprehensive
                                              authorized,  par  value  $.01  per  share)                  income
                                             -------------------------------------------               -------------
                                                                                                          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, 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 of common
   stock held by benefit plan                         -          -             -       -            -             -
                                             ----------  ----------  -----------  ------  -----------  -------------
Balances at March 19, 1997, as restated      90,219,408  4,795,767    85,423,641  $  902  $    10,500  $        (74)
                                             ==========  ==========  ===========  ======  ===========  =============

Balances at December 31, 1997, as restated   90,219,408  5,215,569    85,003,839  $  902  $    10,607  $        260
NET LOSS                                              -          -             -       -            -             -
FOREIGN CURRENCY TRANSLATION ADJUSTMENT               -          -             -       -            -          (130)
CHANGE IN REDEMPTION VALUE OF COMMON
   STOCK HELD BY BENEFIT PLAN                         -          -             -       -            -             -
                                             ----------  ----------  -----------  ------  -----------  -------------
BALANCES AT MARCH 25, 1998, AS RESTATED      90,219,408  5,215,569    85,003,839  $  902  $    10,607  $        130
                                             ==========  ==========  ===========  ======  ===========  =============

                                                Accumulated
                                                   other
                                               comprehensive
                                                   income
                                               --------------
                                                 Unrealized
                                                  Gains or
                                                  Losses on
                                               Investments in                                  Total
                                                  Debt and         Retained    Treasury    Stockholders'
                                              Equity Securities    Earnings     Stock         Equity
                                             -------------------  ----------  ----------  ---------------
<S>                                          <C>                  <C>         <C>         <C>
Balances at December 31, 1996, as restated   $              (46)  $ 316,470   $ (37,100)  $      290,552
Net income                                                    -      20,453           -           20,453
Stock issued in connection with bonus plans                   -           -         234              354
Foreign currency translation adjustment                       -           -           -              (20)
Market adjustment                                            46           -           -               46
Change in redemption value of common
   stock held by benefit plan                                 -         467           -              467
                                             -------------------  ----------  ----------  ---------------
Balances at March 19, 1997, as restated      $                -   $ 337,390   $ (36,866)  $      311,852
                                             ===================  ==========  ==========  ===============

Balances at December 31, 1997, as restated   $                -   $ 419,061   $ (42,215)  $      388,615
NET LOSS                                                      -        (662)          -             (662)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT                       -           -           -             (130)
CHANGE IN REDEMPTION VALUE OF COMMON
   STOCK HELD BY BENEFIT PLAN                                 -        (869)          -             (869)
                                             -------------------  ----------  ----------  ---------------
BALANCES AT MARCH 25, 1998, AS RESTATED      $                -   $ 417,530   $ (42,215)  $      386,954
                                             ===================  ==========  ==========  ===============
</TABLE>

See accompanying condensed notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>

CLUB CORPORATION INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
(Dollars  in  thousands)
(Unaudited)

                                                                            Twelve Weeks Ended
                                                                         ------------------------
                                                                          March 19,    MARCH 25,
                                                                            1997         1998
                                                                         -----------  -----------
<S>                                                                      <C>          <C>
Cash flows from operations:
   Net income (loss)                                                     $   20,453   $     (662)
   Adjustments to reconcile net income (loss) to cash flows
     provided from operations:
         Depreciation and amortization                                       11,591       11,921
         Gain on divestitures                                                (2,401)        (346)
         Minority interest in net income of subsidiaries                          -          271
         Gain on disposal of financial services segment                     (25,146)           -
         Equity in earnings of joint ventures                                  (312)         (17)
         Amortization of discount on membership deposits                      1,428        1,573
         Decrease in real estate held for sale                                  783        2,449
         Decrease in membership and other receivables, net                   14,310       12,384
         Decrease in accounts payable and accrued liabilities               (13,759)      (9,238)
         Increase in deferred membership dues                                 4,656        3,631
         Other                                                                7,876        6,318
                                                                         -----------  -----------
               Cash flows provided from operations                           19,479       28,284

Cash flows from investing activities:
   Additions to property and equipment                                      (12,101)     (19,516)
   Development of real estate ventures                                         (694)      (1,168)
   Acquisition of facilities                                                 (2,960)      (3,037)
   Proceeds from disposal of subsidiaries, net                                4,292            -
   Proceeds from disposal of financial services segment, net                 89,968            -
   Other                                                                        829        2,670
                                                                         -----------  -----------
               Cash flows provided from (used by) investing activities       79,334      (21,051)

Cash flows from financing activities:
   Borrowings of long-term debt                                               7,409       44,441
   Repayments of long-term debt                                             (57,205)     (25,003)
   Membership deposits received, net                                            164          575
   Repayment of Federal Home Loan Bank advances                              (3,153)           -
   Dividends paid to minority shareholder of financial
     services segment                                                       (12,500)           -
                                                                         -----------  -----------
               Cash flows (used by) provided from financing activities      (65,285)      20,013
                                                                         -----------  -----------

Net cash flows                                                           $   33,528   $   27,246
                                                                         ===========  ===========
</TABLE>

See accompanying condensed notes to consolidated financial statements.CLUB

<PAGE>

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  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, 1997 which were a part of ClubCorp's
Form  10-K  and  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 25,
1998  and  the  consolidated results of operations and cash flows for the twelve
weeks ended March 19, 1997 and March 25, 1998, respectively. Interim results are
not  necessarily  indicative of fiscal year performance because of the impact of
seasonal  and  short-term  variations.

Earnings  per  share
--------------------
Earnings  per  share  is  computed  using  the weighted average number of shares
outstanding  of  85,003,839  and 85,423,641 for basic for the twelve weeks ended
March  19,  1997  and  March  28,  1998,  respectively and 85,881,789 shares for
diluted  for  the  twelve  weeks  ended  March  19,  1997.      The common stock
equivalents  are  antidilutive  for the twelve weeks ended March 25, 1998 due to
the  net  loss  for  the  quarter.

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


NOTE  2.  CHANGE  IN  ACCOUNTING  POLICY
----------------------------------------
ClubCorp  has  changed  its accounting policy for membership initiation deposits
and fees to defer such revenues and recognize them on a straight line basis over
the  expected  average  life  of  active  membership.   Revenues from membership
initiation  deposits  and fees were previously recognized by ClubCorp as revenue
on  the  date  of  acceptance  of  the  member.   In addition to the deferral of
membership  initiation  deposits  and  fees,  ClubCorp  has deferred the related
incremental  direct  selling  costs  of  membership initiation deposits and fees
(primarily  commissions)  and  is recording such costs in the same manner as the
revenues  are  recognized.  Accordingly, the accompanying consolidated 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,  except  per  share  amounts):

<TABLE>
<CAPTION>

                                             12 WEEKS ENDED
                                        ------------------------
                                         March 19,    MARCH 25,
                                           1997         1998
                                        -----------  -----------
<S>                                     <C>          <C>
Operating revenues                      $   (2,037)  $     (111)
Operating (loss) income                     (2,210)        (294)
Loss from continuing operations
   before income taxes
   and minority interest                    (2,085)        (294)
Income tax provision                            34          149
Loss from continuing operations             (2,179)         303
                                        -----------  -----------
Net income (loss)                       $   (2,179)  $      303
                                        ===========  ===========

Basic and diluted earnings per share:
Loss from continuing operations         $    (0.03)  $        -
                                        -----------  -----------
Net income (loss)                       $    (0.03)  $        -
                                        ===========  ===========
</TABLE>

In  addition,  this  change  resulted  in  a  decrease  in  retained earnings of
$63,424,000, $70,223,000 and $69,920,000 as of March 19, 1997, December 31, 1997
and  March  28,  1998,  respectively.

ClubCorp  now  presents  changes in the redemption value of common stock held by
the  benefit  plan  as  a  direct  charge  to  retained earnings instead of a
separate component of stockholders' equity.  This reclassification resulted in a
decrease  in retained earnings of $42,766,000, $53,652,000 and $54,521,000 as of
March  19,  1997,  December  31,  1997  and  March 28, 1998, respectively.  This
reclassification  had  no  net  effect  on  total  stockholders'  equity.


NOTE  3.  TOTAL  COMPREHENSIVE  INCOME
--------------------------------------
In  June  1997,  the  Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income".
SFAS  130  requires that an entity include in total comprehensive income certain
amounts which were previously recorded directly to stockholders' equity. For the
twelve  weeks  ended  March  19, 1997 and March 25, 1998 the other comprehensive
income  amounts  included  in total comprehensive income consisted of unrealized
gains  on  investments  in  debt  and  equity  securities  and  foreign currency
translation  adjustments. Total comprehensive income (loss) for the twelve weeks
ended  March  19,  1997  and  March  25,  1998  was  $20,479,000 and $(792,000),
respectively.


NOTE  4.  LONG-TERM  DEBT
-------------------------
At  March 25, 1998 and subsequently, certain subsidiaries were not in compliance
with  debt  covenants primarily due to non-payment of principal due on long-term
debt  totaling  $4,336,000.  This  amount  is included in the current portion of
long-term  debt  in  the  accompanying  balance  sheet.


NOTE  5.  OMNIBUS  STOCKPLAN
----------------------------
The  Club  Corporation  International Omnibus Stock Plan (Plan) was effective in
February  1998.  The  Plan  provides  for granting of stock appreciation rights,
options to purchase shares of common stock, phantom shares, restricted stock and
other stock based compensation to key employee partners.  A maximum of 4,000,000
shares  are  authorized to be issued or transferred pursuant to awards under the
Plan.    The specific provisions of the awards will be determined at the date of
grant.


NOTE  6.  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, certain related real estate, golf
clubs,  and  public  golf  courses  through  sole  ownership,  partial ownership
(including  joint  venture  interests) and management agreements.  The Company's
primary sources of revenue include membership dues, fees, and deposits, food and
beverage  sales,  revenues  from  golf  operations  and lodging facilities.  The
Company also receives management fees with respect to facilities that it manages
for  third  parties.

     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 25, 1998 and March 19, 1997 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, 1997, as filed with the
Securities  and  Exchange  Commission.

RESULTS OF OPERATIONS

12  WEEKS  ENDED  MARCH  25,  1998  COMPARED  TO  12  WEEKS ENDED MARCH 19, 1997

Consolidated  Operations

     Operating  revenues increased 9.4% to $171.8 million for the 12 weeks ended
March  25,  1998  from  $157.1 million for the 12 weeks ended March 19, 1997 due
primarily  to  volume  increases  at  mature properties as the number of members
increased  from  March 19, 1997 to March 25, 1998.  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 5.7%
to  $153.1 million for the 12 weeks ended March 25, 1998 from $144.9 million for
the  12  weeks  ended  March  19,  1997.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
6.7%,  to  $152.5  million  for  the  12  weeks ended March 25, 1998 from $142.9
million  for the 12 weeks ended March 19, 1997, principally reflecting increased
operating costs and expenses at mature facilities which increased 4.5% to $144.5
million  for  the 12 weeks ended March 25, 1998 from $138.3 million for the same
period  in  1997,  due  primarily  to  increases  in costs of sales for food and
beverage,  golf  operations,  and  payroll  costs.

Segment  and  Other  Information    -  12  weeks

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 12 week periods ended
March  19,  1997  and  March  25,  1998:

<TABLE>
<CAPTION>

                                               Mature  Resorts      Total  Resorts
                                            --------------------  ------------------
                                              1997       1998       1997      1998
                                            ---------  ---------  --------  --------
<S>                                         <C>        <C>        <C>       <C>
(dollars in thousands)

Number of facilities at period end                 6          6         8         7
Operating revenues                          $ 25,554   $ 26,183   $27,614   $27,509
Operating costs and expenses                  27,817     28,564    31,570    31,416
                                            ---------  ---------  --------  --------
Segment operating income                    $ (2,263)  $ (2,381)  $(3,956)  $(3,907)
                                            =========  =========  ========  ========

Room nights available                        105,859    105,605
Occupancy rate                                  40.2%      36.8%
Average daily room rate per occupied room   $    128   $    136
Average daily revenue per occupied room     $    497   $    591
</TABLE>

     Operating  revenues  from  mature  resorts  increased  2.5%  for Pinehurst,
Homestead,  Quail  Hollow,  and Barton Creek.  Pinehurst continued to experience
significant  increases  in  operating  revenues  which  are  attributable to its
hosting  of  the  1999  U.S.  Open.

Country  Club  and  Golf  Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data for the Company's country club and golf facility segment for the
12  week  periods  ended  March  19,  1997  and  March  25,  1998:

<TABLE>
<CAPTION>

                                     Mature Country     Total Country
                                         Club and          Club and
                                     Golf Facilities   Golf Facilities
                                     ----------------  ----------------
                                      1997     1998     1997     1998
                                     -------  -------  -------  -------
<S>                                  <C>      <C>      <C>      <C>
(dollars in thousands)

Number of facilities at period end       101      101      112      108
Operating revenues                   $66,151  $70,233  $68,565  $73,247
Operating costs and expenses          59,785   61,806   62,697   64,905
                                     -------  -------  -------  -------
Segment operating income             $ 6,366  $ 8,427  $ 5,868  $ 8,342
                                     =======  =======  =======  =======
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
6.8%  due  primarily  to  increased  revenues  at  mature facilities.  Operating
revenues  from mature country club and golf facilities increased 6.2% for the 12
weeks  ended March 25, 1998 from the 12 weeks ended March 19, 1997 due to volume
increases  from  a  larger  base  of  members.

City  Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data  for the Company's city facility segment for the 12 week periods
ended  March  19,  1997  and  March  25,  1998:

<TABLE>
<CAPTION>

                                         Mature             Total
                                          City              City
                                        Facilities        Facilities
                                     ----------------  ----------------
                                      1997     1998     1997     1998
                                     -------  -------  -------  -------
<S>                                  <C>      <C>      <C>      <C>
(dollars in thousands)

Number of facilities at period end        92       92       97       93
Operating revenues                   $53,182  $56,597  $54,356  $57,289
Operating costs and expenses          50,677   54,128   52,108   54,905
                                     -------  -------  -------  -------
Segment operating income             $ 2,505  $ 2,469  $ 2,248  $ 2,384
                                     =======  =======  =======  =======
</TABLE>

     Operating revenues from total city facilities increased 5.4% from March 19,
1997 to March 25, 1998 primarily due to increased revenues at mature facilities.
Operating revenues from mature city facilities increased 6.4% due to an increase
in  members  and  facilities  usage.

International  and  Realty

     Realty  operating  revenues  increased  to  $6.5  million in 1998 from $2.5
million  in 1997, due primarily to increases in sales of land held for resale in
Colorado  and  South  Carolina.

     International  operating  revenues  increased  to $1.9 million in 1998 from
$1.2  million  in 1997, mainly due to increased equity earnings from a city club
in  Singapore  opened  in  1997.

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 property 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
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  5.3%  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.

     The  Company  has  committed  to  provide  updated technology to all of its
properties  over  the next two years.  This technology will include installation
of  point-of-sale  hardware  and  software, replacement of computer hardware and
software  to  provide  network  capabilities,  the  purchase  of  new accounting
software  and  hardware,  and  the  installation  of  electronic time management
systems  which will interface with accounting software.  In January of 1998, the
Company signed an agreement with Oracle Corporation to purchase new software for
its  accounting,  purchasing, and human resources applications.  The decision to
acquire  Oracle's  software  was  made  primarily to better enable management to
improve  operating  efficiencies,  exceed  member expectations, grow the people,
performance,  profits,  and markets by re-engineering processes using enterprise
resource  planning  software.   Executive management has pledged to allocate the
necessary resources to develop additional technology applications and tools that
will  allow  the  properties  to operate more effectively and efficiently and to
increase  the  value  of  membership  in  conjunction  with  service excellence.
Completion  of  the  technology  upgrade,  including  conversion of the existing
software,  is  expected  to  require  approximately  $39.0  to  $44.0 million in
expenditures,  of which $35.0 to $40.0 million will be capitalized.  The upgrade
will be funded through both a capital lease with a bank over a four to five year
period  and  through  cash  flows  from  operations.

     Computer  programs  were  historically written using two digits rather than
four  digits  to  identify  the year.  The computer might then recognize the two
digits  "00"  as  year  1900  rather than year 2000 resulting in possible system
failures,  miscalculations,  and/or  loss  of data.   This is referred to as the
"Year  2000"  issue.   Implementation of Oracle software addresses the Year 2000
issue  and  is  expected to be completed by November 1999.  If the conversion is
not completed in a timely manner, Year 2000 issues may have a significant impact
on  the  Company's  operations.  The Company does not believe that the Year 2000
problem  will  have  a material adverse effect on the business operations or the
financial  performance of the Company.  There can be no assurance, however, that
the  Year  2000  problem will not adversely affect the Company and its business.

     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  significant.  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 25, 1998. At March 25,
1998,  certain  subsidiaries  of  the  Company  were  not  in  compliance  with
outstanding  loan  agreements  relating to long-term debt totaling $4.3 million.
Such  noncompliance  relates  primarily  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 25, 1998, cash
balances of $8.4 million were not available for dividends by subsidiaries due to
those  restrictions.

     At  March  25, 1998, the Company's subsidiaries maintained $14.6 million of
unused  letters  of credit primarily to guarantee payment of potential insurance
claims  under  workers'  compensation  and  general  liability  programs.

     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 25, 1998,
the  value  of the Redemption Right was $54.5 million. The most recent appraised
price  of  the Common Stock is $14.44 as of March 25, 1998. The aggregate market
value  of the Common Stock at March 25, 1998 is $1,227.5 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.

     The success of the Company depends on the Company's ability to attract and
retain members at its clubs and maintain or increase usage of its facilities.
The Company continues to focus its efforts on membership enrollment programs and
quality service to reduce attrition as one of its top priorities for 1998. 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
continuing to implement member survey suggestions and increasing the involvement
of member boards of governors in planning day-to-day activities.  Although
retention of existing members is one of ClubCorp's top priorities and the
Company devotes substantial efforts to ensuring that members and customers are
satisfied, many of the factors affecting club membership and facility usage are
beyond the control of the Company.  There can be no assurance that the Company
will be able to maintain or increase membership or facilities' usage.
Significant periods of attrition rates exceeding enrollments rates or facility
usage below historical levels could have a material adverse effect on the
Company's business, operating results, and financial condition.

     As  of  May 7, 1998, the Company was in the final stages of negotiations to
acquire  one  property.  The consummation of the acquisition of this property is
expected  to require approximately $6.0 to $7.0 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  25,  1998,  $50.2  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 25, 1998 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.

     Club Corporation International is negotiating with a group of banks for a
$300 million unsecured senior revolving credit facility.  It is anticipated that
interest rates under this facility will be substantially lower than current
interest rates on existing indebtedness.  The proceeds of the facility would be
used for refinancing existing debt, working capital, capital expenditures and
acquisitions.  Closing is expected to occur in the second quarter of 1998.
There can be no assurance that the negotiations will be successful.

<PAGE>
                           PART II. OTHER INFORMATION



Item  6.   Exhibits  and  Reports  on  Form  8-K
           (a)  Exhibits
                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  25,  1998.


<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.

                              CLUBCORP INTERNATIONAL, INC.
                              (formerly Club Corporation International)




Date:  October 22, 1998  By:  /s/ James P. McCoy, Jr.
                              -----------------------------------------
                              James P. McCoy, Jr.
                              Executive Vice President and
                              Chief Financial Officer
                              (chief accounting officer)