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


                                    FORM 10-Q

                               __________________

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

                For the quarterly period ended September 5, 2000


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


                                 CLUBCORP, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                    75-2778488
       (State or other jurisdiction                     (I.R.S. employer
     of 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 October
3, 2000 was 94,216,333.

<PAGE>

                                 CLUBCORP, INC.

                                      INDEX


Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements:
          Independent Auditors' Review Report                                  1
          Consolidated Balance Sheet                                           2
          Consolidated Statement of Operations                                 3
          Consolidated Statement of Cash Flows                                 4
          Condensed Notes to Consolidated Financial Statements                 5

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                               9

Part II.  OTHER INFORMATION

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

<PAGE>

                          PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



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



The Board of Directors and Shareholders
ClubCorp, Inc.:


We  have  reviewed  the  consolidated  balance  sheet  of  ClubCorp,  Inc.   and
subsidiaries  (ClubCorp)  as  of September 5, 2000, and the related consolidated
statements  of  operations  for  the  twelve  weeks  and  thirty six weeks ended
September  5, 2000 and September 7, 1999 and cash flows for the thirty six weeks
ended  September  5,  2000  and September 7, 1999.  These consolidated financial
statements  are  the  responsibility  of  ClubCorp'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 auditing standards generally accepted in the United States of
America,  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 reviews, 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  accounting principles generally accepted in the United
States  of  America.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United  States  of America, the consolidated balance sheet of
ClubCorp  as  of  December  28, 1999, and the related consolidated statements of
operations,  stockholders'  equity  and comprehensive income, and cash flows for
the year then ended (not presented herein); and in our report dated February 25,
2000,  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 28, 1999, is fairly stated, in all
material  respects,  in relation to the consolidated balance sheet from which it
has  been  derived.




                                           KPMG LLP




Dallas, Texas
October 13, 2000
                                        1

<PAGE>

CLUBCORP, INC.
--------------
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share amounts)
(Unaudited)


<TABLE>
<CAPTION>

                                                                 December 28,    SEPTEMBER 5,
                    Assets                                           1999            2000
                    ------                                      --------------  --------------
<S>                                                             <C>             <C>
Current assets:
        Cash and cash equivalents                               $      36,606   $      31,241
        Membership and other receivables, net                         109,391         123,213
        Inventories                                                    22,937          23,410
        Other assets                                                   16,213          27,547
                                                                --------------  --------------
                Total current assets                                  185,147         205,411

Property and equipment, net                                         1,122,369       1,271,709
Other assets                                                          239,014         255,946
                                                                --------------  --------------
                                                                $   1,546,530   $   1,733,066
                                                                ==============  ==============

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

Current liabilities:
        Accounts payable and accrued liabilities                $      76,063   $      74,944
        Long-term debt - current portion                               57,867          65,181
        Other liabilities                                             106,120         124,961
                                                                --------------  --------------
                Total current liabilities                             240,050         265,086

Long-term debt                                                        454,258         601,661
Other liabilities                                                     118,069         136,464
Membership deposits                                                    96,365         103,476

Redemption value of common stock held by benefit plan                  72,835          70,936

Stockholders' equity:
        Preferred stock, $.01 par value, 150,000,000 shares
           authorized, none issued or outstanding                           -               -
        Common stock, $.01 par value, 250,000,000 shares
           authorized, 99,594,408 issued, 94,436,903
           outstanding at December 28, 1999 and 94,216,333
           outstanding at September 5, 2000                               996             996
        Additional paid-in capital                                    160,408         161,065
        Accumulated other comprehensive income (loss)                     841          (1,906)
        Retained earnings                                             449,840         447,232
        Treasury stock, 5,157,505 shares at December 28, 1999
           and 5,378,075 shares at September 5, 2000                  (47,132)        (51,944)
                                                                --------------  --------------
                Total stockholders' equity                            564,953         555,443
                                                                --------------  --------------
                                                                $   1,546,530   $   1,733,066
                                                                ==============  ==============
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        2

<PAGE>

CLUBCORP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)


<TABLE>
<CAPTION>

                                                           12 Weeks Ended                     36 Weeks Ended
                                                  --------------------------------   -------------------------------

                                                    September 7,     SEPTEMBER 5,     September 7,     SEPTEMBER 5,
                                                        1999             2000             1999             2000
                                                  ----------------  --------------  ----------------  --------------
<S>                                               <C>               <C>             <C>               <C>
Operating revenues                                $       266,809   $     254,020   $       706,741   $     721,241
Operating costs and expenses                              206,848         196,263           551,961         570,648
Depreciation and amortization                              17,600          21,732            47,497          60,772
Selling, general and administrative expenses               19,483          19,002            55,894          57,923
Impairment loss from assets to be held and used                 -               -            13,483               -
                                                  ----------------  --------------  ----------------  --------------

Operating income                                           22,878          17,023            37,906          31,898

Gain (loss) on divestitures and sales of assets            (1,193)            118             1,746             134
Interest and investment income                              1,021             666             2,547           1,959
Interest expense                                          (11,878)        (13,615)          (29,349)        (36,265)
                                                  ----------------  --------------  ----------------  --------------

Income (loss) from operations before income tax
   provision and minority interest                         10,828           4,192            12,850          (2,274)

Income tax provision                                       (4,123)         (3,060)           (6,744)         (3,421)

Minority interest                                               -             189                 -           1,188
                                                  ----------------  --------------  ----------------  --------------

Net income (loss)                                 $         6,705   $       1,321   $         6,106   $      (4,507)
                                                  ================  ==============  ================  ==============



Basic and diluted income (loss) per share         $           .08   $         .01   $           .07   $        (.05)
                                                  ================  ==============  ================  ==============
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        3

<PAGE>

CLUBCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)


<TABLE>
<CAPTION>

                                                                                                     36 Weeks Ended
                                                                                             --------------------------------
                                                                                               September 7,     SEPTEMBER 5,
                                                                                                   1999             2000
                                                                                             ----------------  --------------
<S>                                                                                          <C>               <C>
Cash flows from operations:
        Net income (loss)                                                                    $         6,106   $      (4,507)
        Adjustments to reconcile net income (loss) to cash flows provided from operations:
                Depreciation and amortization                                                         47,497          60,772
                Impairment loss from assets to be held and used                                       13,483               -
                Gain on divestitures and sales of assets                                              (1,746)           (134)
                Minority interest in net loss of subsidiaries                                              -          (1,188)
                Equity in earnings of joint ventures                                                  (2,233)           (593)
                Amortization of discount on membership deposits                                        7,113           6,787
                Deferred income taxes                                                                  5,605           1,299
                Decrease in real estate held for sale                                                  7,728          10,536
                Increase in membership and other receivables, net                                    (12,497)        (13,774)
                Increase (decrease) in accounts payable and accrued liabilities                        6,781          (2,922)
                Net change in deferred membership revenues                                             8,235          11,118
                Other                                                                                (12,531)         11,944
                                                                                             ----------------  --------------
                            Cash flows provided from operations                                       73,541          79,338

Cash flows from investing activities:
        Additions to property and equipment                                                          (96,349)       (113,815)
        Development of new facilities                                                                (14,862)        (35,225)
        Development of real estate held for sale                                                      (9,620)        (20,989)
        Acquisition of facilities                                                                   (248,185)        (32,598)
        Investment in affiliates                                                                     (41,886)         (5,272)
        Proceeds from disposition of subsidiaries and assets, net                                      2,921          10,303
        Other                                                                                           (175)         (1,478)
                                                                                             ----------------  --------------
                            Cash flows used by investing activities                                 (408,156)       (199,074)

Cash flows from financing activities:
        Borrowings of long-term debt                                                                 343,352         133,695
        Repayments of long-term debt                                                                 (36,274)        (16,131)
        Membership deposits received, net                                                              1,904           1,632
        Treasury stock transactions, net                                                              (1,924)         (4,825)
                                                                                             ----------------  --------------
                            Cash flows provided from financing activities                            307,058         114,371
                                                                                             ----------------  --------------

Total net cash flows                                                                                 (27,557)         (5,365)
                                                                                             ----------------  --------------
Cash and cash equivalents at beginning of period                                                      75,342          36,606
                                                                                             ----------------  --------------
Cash and cash equivalents at end of period                                                   $        47,785   $      31,241
                                                                                             ================  ==============
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        4

<PAGE>

CLUBCORP, INC.
Condensed Notes to Consolidated Financial Statements


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Consolidation
-------------
The  Consolidated  Financial  Statements  include the accounts of ClubCorp, Inc.
(Parent)   and   its   subsidiaries   (collectively   ClubCorp).   All  material
intercompany  balances  and  transactions  have  been  eliminated.

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
accounting  principles  generally  accepted in the United States of America 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 Consolidated Financial Statements and notes thereto of ClubCorp for the year
ended  December  28,  1999  which  were  a  part  of  ClubCorp's  Form  10-K.

In  the  opinion of ClubCorp management, the accompanying unaudited Consolidated
Financial  Statements  reflect  all  adjustments necessary (consisting of normal
recurring  accruals)  to  present  fairly the consolidated financial position of
ClubCorp as of September 5, 2000, the consolidated results of operations for the
twelve weeks and thirty six weeks ended September 7, 1999 and September 5, 2000,
and the consolidated cash flows for the thirty six weeks ended September 7, 1999
and  September  5,  2000,  respectively.  Interim  results  are  not necessarily
indicative  of  fiscal  year  performance  because of the impact of seasonal and
short-term  variations  and  other  factors  such  as timing of acquisitions and
dispositions  of  facilities.

Recent pronouncements
---------------------
In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities".  It  requires  that  all  derivatives be
recognized  as  either  assets  or  liabilities  on  the  balance sheet and such
instruments  be  measured  at  their  fair value.  The Statement, as amended, is
effective  for  all  quarters  of  years beginning after June 15, 2000.  In June
2000,  SFAS  133  was  further  amended  with  the  issuance  of  SFAS  No. 138,
"Accounting  for  Certain Derivative Instruments and Certain Hedging Activities"
which  clarified  certain accounting and reporting issues of SFAS 133.  Based on
management's preliminary review of ClubCorp's derivative instruments, the effect
of these  new pronouncements is not expected to have a significant impact on the
balance  sheet  or  statement  of  operations.  SFAS  133  will  be reflected in
ClubCorp's  first  quarter  2001  Consolidated  Financial  Statements.

In  March  2000,  the  FASB  issued  FASB Interpretation No. 44, "Accounting for
Certain  Transactions  Involving  Stock  Compensation:  an Interpretation of APB
Opinion  No.  25",  which  was  effective  July  1,  2000.  This  interpretation
clarifies  various  accounting  issues for stock compensation plans.  ClubCorp's
management has determined that the interpretation will not have an effect on its
financial  statements.

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


                                        5

<PAGE>

NOTE 2.  ACQUISITIONS
---------------------
ClubCorp's  acquisitions  in 1999 and 2000 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  thirty  six  weeks  of 1999, ClubCorp purchased the minority
interest  in a previously consolidated resort property and substantially all the
assets of 26 golf facilities, including 22 from The Cobblestone Golf Group.  The
26  facilities  include  ten  country  clubs,  14 golf clubs and two public golf
courses.

During  the  first  thirty  six  weeks of 2000, ClubCorp purchased the remaining
interest  in  a  previously non-consolidated joint venture and substantially all
the  assets of two public golf courses, one golf club under construction and one
sports  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>

                                          36 Weeks Ended
                                  -------------------------------
                                   September 7,     SEPTEMBER 5,
                                       1999             2000
                                  ---------------  --------------
<S>                               <C>              <C>
Operating revenues                $       732,897  $     728,954
                                  ===============  ==============

Net income (loss)                 $         1,686  $      (5,870)
                                  ===============  ==============

Diluted income (loss) per share   $           .02  $        (.06)
                                  ===============  ==============
</TABLE>


NOTE 3.  INCOME TAX PROVISION
-----------------------------
The  income  tax  provisions  for  the  twelve  weeks and thirty six weeks ended
September 7, 1999 and September 5, 2000 differ from amounts computed by applying
the  U.S. Federal tax rate of 35% to Income (loss) from operations before income
taxes and minority interest primarily due to foreign and state income taxes, net
of  Federal  benefit,  and  the effect of consolidated operations of foreign and
other  entities  not  consolidated  for  Federal  tax  purposes.


                                        6

<PAGE>

NOTE 4.  WEIGHTED AVERAGE SHARES
--------------------------------
The  following  table  summarizes  the weighted average number of shares used to
calculate  basic  and  diluted  earnings  per  share:

<TABLE>
<CAPTION>

                                                     12 Weeks Ended                36 Weeks Ended
                                              ----------------------------  ----------------------------
                                               September 7,   SEPTEMBER 5,   September 7,   SEPTEMBER 5,
                                                   1999           2000           1999           2000
                                              --------------  ------------  --------------  ------------
<S>                                           <C>             <C>           <C>             <C>
Weighted average shares outstanding               85,118,307    94,216,333      85,166,184    94,339,198
Incremental shares from assumed conversions:
   Options                                         1,378,857     1,259,205       1,334,332             -
   Warrants                                                -         7,096               -             -
                                              --------------  ------------  --------------  ------------

Diluted weighted average shares                   86,497,164    95,482,634      86,500,516    94,339,198
                                              ==============  ============  ==============  ============
</TABLE>

Diluted  weighted  average  shares  for the twelve weeks ended September 5, 2000
excludes  the  assumed conversion of 1,034,500 options due to their antidilutive
effect.  Diluted  weighted  average  shares  for  the  thirty  six  weeks  ended
September  5,  2000  excludes  incremental  shares  from  assumed  conversion of
1,284,079  shares  due  to  the  net  loss  for  the  period.


NOTE 5.  PROPERTY AND EQUIPMENT
-------------------------------
Property  and  equipment  consists  of  the  following  (dollars  in thousands):

<TABLE>
<CAPTION>

                                            December 28,    SEPTEMBER 5,
                                                1999            2000
                                           --------------  --------------
<S>                                        <C>             <C>
Land and land improvements                 $     528,466   $     612,998
Buildings and recreational facilities            378,560         426,603
Leasehold improvements                           112,570         112,805
Furniture and fixtures                           118,107         128,740
Machinery and equipment                          222,762         264,848
Construction in progress                         104,050         109,131
                                           --------------  --------------
                                               1,464,515       1,655,125
Accumulated depreciation and amortization       (342,146)       (383,416)
                                           --------------  --------------
                                           $   1,122,369   $   1,271,709
                                           ==============  ==============
</TABLE>


NOTE 6.  COMPREHENSIVE INCOME (LOSS)
------------------------------------
The  following summarizes the components of comprehensive income (loss) (dollars
in  thousands):

<TABLE>
<CAPTION>

                                                  12 Weeks Ended                     36 Weeks Ended
                                          --------------------------------  --------------------------------
                                            September 7,     SEPTEMBER 5,     September 7,     SEPTEMBER 5,
                                                1999             2000             1999             2000
                                          ----------------  --------------  ----------------  --------------
<S>                                       <C>               <C>             <C>               <C>
Net income (loss)                         $         6,705   $       1,321   $         6,106   $      (4,507)
Foreign currency translation adjustment              (831)           (730)             (212)         (2,747)
                                          ----------------  --------------  ----------------  --------------

Total comprehensive income (loss)         $         5,874   $         591   $         5,894   $      (7,254)
                                          ================  ==============  ================  ==============
</TABLE>

                                        7

<PAGE>

NOTE 7.  SEGMENT REPORTING
--------------------------
ClubCorp  operations  are  organized  into  three  principal  business  segments
according  to  the  type  of facility or service provided: Country club and golf
facilities,  Business  and  sports  clubs and Resorts.  Management uses Adjusted
EBITDA  to  monitor the performance of the Company and its facilities.  Adjusted
EBITDA  consists  of EBITDA, an industry standard calculation of earnings before
interest,  taxes,  depreciation  and  amortization,  adjusted for net membership
deposits  and fees, a joint venture adjustment and excludes impairment loss from
assets  to  be  held  and  used.  Financial  information  for the segments is as
follows  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                                                     12 Weeks  Ended                    36 Weeks Ended
                                                           ---------------------------------  --------------------------------
                                                             September 7,      SEPTEMBER 5,     September 7,     SEPTEMBER 5,
                                                                 1999              2000             1999             2000
                                                           -----------------  --------------  ----------------  --------------
<S>                                                        <C>                <C>             <C>               <C>
Operating revenues:
    Country club and golf facilities                       $        118,090   $     125,107   $       316,451   $     350,428
    Business and sports clubs                                        55,026          52,344           177,594         171,226
    Resorts                                                          78,243          53,653           174,151         145,228
                                                           -----------------  --------------  ----------------  --------------
        Total operating revenues for reportable segments            251,359         231,104           668,196         666,882
    Other operations                                                 12,847          20,372            26,503          40,739
    Corporate services                                                2,603           2,544            12,042          13,620
                                                           -----------------  --------------  ----------------  --------------
        Consolidated operating revenues                    $        266,809   $     254,020   $       706,741   $     721,241
                                                           =================  ==============  ================  ==============

Adjusted EBITDA:
    Country club and golf facilities                       $         28,234   $      30,642   $        82,887   $      88,909
    Business and sports clubs                                         3,020           3,974            15,825          17,689
    Resorts                                                          19,443          11,210            33,080          25,738
                                                           -----------------  --------------  ----------------  --------------
        Total Adjusted EBITDA for reportable segments                50,697          45,826           131,792         132,336
    Other operations                                                  4,114           8,747             3,792           9,831
    Corporate services                                              (10,210)        (10,453)          (27,212)        (32,276)
                                                           -----------------  --------------  ----------------  --------------
        Consolidated Adjusted EBITDA                                 44,601          44,120           108,372         109,891
          Depreciation and amortization                             (17,600)        (21,732)          (47,497)        (60,772)
          Impairment loss from assets to be held and used                 -               -           (13,483)              -
          Net membership deposits and fees                           (1,717)         (2,542)           (7,059)        (12,583)
          Joint venture adjustment                                   (2,406)         (2,823)           (2,427)         (4,638)
                                                           -----------------  --------------  ----------------  --------------
        Consolidated operating income                      $         22,878   $      17,023   $        37,906   $      31,898
                                                           =================  ==============  ================  ==============
</TABLE>


NOTE 8.  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 reasonably be expected to materially
affect  ClubCorp's  Consolidated  Financial  Statements.


                                        8

<PAGE>

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

INTRODUCTION

     ClubCorp,  Inc.  (referred  to  as  ClubCorp   or the Company) is a holding
company  incorporated  under the laws of the State of Delaware that, through its
subsidiaries,  owns,  operates  and/or manages country clubs, golf clubs, public
golf  courses,  business  clubs, sports clubs, resorts, and certain related real
estate  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, and
revenues from golf operations and lodging facilities.  The Company also receives
management  fees  with  respect to facilities that it manages for third parties.

     The  earliest  predecessor  corporation  of  ClubCorp was organized in 1957
under  the name Country Clubs, Inc. All historical references herein to ClubCorp
include Country Clubs, Inc. and its successor corporations. For purposes of this
document,  unless  the  context  indicates  otherwise, references to the Company
include  ClubCorp  and  its  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 to reduce in any way the
legal   distinctions   among   the   subsidiaries  or  among  ClubCorp  and  its
subsidiaries.

     The  following  discussion of the Company's financial condition and results
of  operations  for the 12 and 36 weeks ended September 7, 1999 and September 5,
2000 should be read in conjunction with the Company's Annual Report on Form 10-K
for  the year ended December 28, 1999, as filed with the Securities and Exchange
Commission.

RESULTS OF OPERATIONS

12 WEEKS ENDED SEPTEMBER 7, 1999 COMPARED TO 12 WEEKS ENDED SEPTEMBER 5, 2000

Consolidated Operations

     Operating  revenues  decreased  $12.8  million to $254.0 million for the 12
weeks  ended  September  5,  2000  from  $266.8  million  for the 12 weeks ended
September  7,  1999.  This  decrease  is  primarily due to operating revenues at
Pinehurst  for  the  12  weeks  ended  September  7, 1999 of approximately $28.0
million  related to the hosting of the 1999 U.S. Open during the first five days
of  the  period.  This  decrease  is  partially offset by increases in operating
revenues  at same store facilities (i.e., those for which a comparable period of
activity  exists,  generally  those  owned  for  at least eighteen months to two
years).

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  and maintenance, decreased 5.1% to $196.3 million for the 12
weeks  ended  September  5,  2000  from  $206.8  million  for the 12 weeks ended
September  7,  1999  primarily  as  a  result of operating costs and expenses of
approximately $19.0 million incurred during the 12 weeks ended September 7, 1999
as  a  result  of  hosting  the  1999 U.S. Open at Pinehurst partially offset by
increases  in  the  current period operating costs and expenses incurred at same
store  facilities  resulting  from  increased  revenues  at  these  facilities.

     Depreciation  and  amortization  for  the  12 weeks ended September 5, 2000
increased  $4.1 million or 23.3% primarily due to capital expansions at existing
facilities  and  increases  in  technology  related  assets.

     The  income  tax  provisions  for  the 12 weeks ended September 7, 1999 and
September  5, 2000 differ from amounts computed by applying the U.S. Federal tax
rate  of  35%  to  pretax  net  income primarily due to foreign and state income
taxes,  net  of  Federal  benefit,  and the effect of consolidated operations of
foreign  and  other  entities  not  consolidated  for  Federal  tax  purposes.

     Net  income  for  the  12  weeks  ended  September 5, 2000 was $1.3 million
compared to $6.7 million for the 12 weeks ended September 7, 1999, due primarily
to the current period decrease in operating income of approximately $9.0 million
relating  to the hosting of the 1999 U.S. Open at Pinehurst for the period ended
September  7,  1999.  Also impacting net income was the $1.7 million increase in
interest expense.  The increase in interest expense for the 12 week period ended
September  5, 2000 is primarily due to both the increase in the outstanding debt
balance  and  the  increase  in  the  interest  rate on the majority of the debt
outstanding  of  approximately  225  basis  points.


                                        9

<PAGE>

     Management  uses  Adjusted EBITDA to monitor the performance of the Company
and  its  facilities.  Adjusted  EBITDA consists of EBITDA, an industry standard
calculation  of  earnings  before interest, taxes, depreciation and amortization
from  consolidated  entities,  adjusted  for net membership deposits and fees, a
joint venture adjustment and excludes impairment loss from assets to be held and
used.  Net membership deposits and fees represent the difference between current
period  sales  of  initiation  deposits and fees and the revenue recognized from
initiation  deposits  and fees, less incremental direct selling costs.  Revenues
from  membership deposits are calculated as the difference between the amount of
the membership deposits sold and the present value of the obligation.  The joint
venture  adjustment is comprised of depreciation, amortization, interest, income
taxes  and  net  membership  deposits and fees for joint venture entities at the
Company's  ownership  percentage.  Adjusted  EBITDA is not intended to represent
cash flow in accordance with generally accepted accounting principles and is not
necessarily  a  measure  of  the  Company's  ability to fund its cash needs. The
Company's  Adjusted  EBITDA  from continuing operations may not be comparable to
similarly  titled  measures  reported  by  other  companies.

     Consolidated  Adjusted  EBITDA  decreased to $44.1 million for the 12 weeks
ended  September  5, 2000 from $44.6 million for the 12 weeks ended September 7,
1999.  This  decrease  is primarily due to decreased operating income due to the
hosting  of  the  U.S.  Open, which resulted in Adjusted EBITDA of approximately
$9.0 million.  Excluding the impact of the U.S. Open, Adjusted EBITDA would have
increased  approximately  24.0%  from  $35.6  million  to  $44.1  million due to
increases  in operating income before depreciation and amortization as discussed
in  the  following  paragraphs and increased net membership deposits and fees at
developing  country  club  and  golf  facilities.


SEGMENT AND OTHER INFORMATION

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 facilities segment for
the  12  weeks  ended  September  7,  1999  and  September  5,  2000 (dollars in
thousands):

<TABLE>
<CAPTION>

                                       Same Store             Total
                                    Country Club and     Country Club and
                                     Golf Facilities      Golf Facilities
                                   -------------------  -------------------
                                     1999      2000       1999      2000
                                   --------  ---------  --------  ---------
<S>                                <C>       <C>        <C>       <C>
Number of facilities                     90         90       127        127
    Operating revenues             $ 94,401  $  96,966  $118,090  $ 125,107
    Operating costs and expenses     71,995     75,396    91,693     97,732
    Depreciation and amortization     6,383      7,417    11,190     11,929
                                   --------  ---------  --------  ---------
    Segment operating income       $ 16,023  $  14,153  $ 15,207  $  15,446
                                   ========  =========  ========  =========

    Adjusted EBITDA                $ 22,546  $  19,968  $ 28,234  $  30,642
                                   ========  =========  ========  =========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
5.9%   primarily   due  to  increased  golf  operations  revenue  at  developing
facilities.  Increased  golf  operations  revenue  at  developing  facilities is
primarily attributable to facilities acquired or opened after September 7, 1999.
Operating  costs  and  expenses  from  total  country  club  and golf facilities
increased  6.6%  due  primarily  to  the  increased  operating  costs related to
increased  revenues, increased general and administrative costs and the addition
of  the  costs  at  facilities  acquired  or  opened  after  September  7, 1999.

     Adjusted  EBITDA  for total country club and golf facilities increased 8.5%
primarily  due  to an increase in net membership deposits and fees at developing
clubs partially offset by a decrease in net membership deposits and fees at same
store  facilities.

                                       10

<PAGE>

Business and Sports Clubs

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's business and sports clubs segment for the 12
weeks  ended  September  7,  1999  and September 5, 2000 (dollars in thousands):

<TABLE>
<CAPTION>

                                   Same Store Business      Total Business
                                     and Sports Clubs      and Sports Clubs
                                   --------------------  --------------------
                                     1999       2000       1999       2000
                                   ---------  ---------  ---------  ---------
<S>                                <C>        <C>        <C>        <C>
Number of facilities                      79         79         90         80
    Operating revenues             $  51,952  $  52,229  $  55,026  $  52,344
    Operating costs and expenses      47,699     47,683     51,431     48,061
    Depreciation and amortization      2,358      2,853      2,515      2,868
                                   ---------  ---------  ---------  ---------
    Segment operating income       $   1,895  $   1,693  $   1,080  $   1,415
                                   =========  =========  =========  =========

    Adjusted EBITDA                $   3,635  $   4,231  $   3,020  $   3,974
                                   =========  =========  =========  =========
</TABLE>

     Adjusted  EBITDA for total business and sports clubs increased 31.6% due to
an  increase  in net membership deposits and fees at same store facilities and a
slight  increase  in  gross margin resulting from the prior year divestitures of
underperforming  facilities  and  the  positive  impact  of lease buyouts at two
facilities.

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's  resorts  segment  for  the  12 weeks ended
September  7,  1999  and  September  5,  2000  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                                Same Store Resorts     Total Resorts
                                               --------------------  -----------------
                                                 1999       2000      1999      2000
                                               ---------  ---------  -------  --------
<S>                                            <C>        <C>        <C>      <C>
Number of facilities                                  4          4         5         5
    Operating revenues                         $ 78,036   $ 53,461   $78,243  $ 53,653
    Operating costs and expenses                 59,590     43,003    60,022    43,131
    Depreciation and amortization                 2,479      3,643     2,550     3,684
                                               ---------  ---------  -------  --------
    Segment operating income                   $ 15,967   $  6,815   $15,671  $  6,838
                                               =========  =========  =======  ========

    Adjusted EBITDA                            $ 19,615   $ 11,146   $19,443  $ 11,210
                                               =========  =========  =======  ========

Lodging data:
    Room nights available                       114,445    126,269
    Occupancy rate                                 61.9%      64.5%
    Average daily room rate per occupied room  $    178   $    183
    Average daily revenue per occupied room    $    701   $    657
</TABLE>

                                      11

<PAGE>

     For  the  12  weeks  ended  September  7, 1999, operating revenues included
approximately  $28.0  million  of  merchandise sales, ticket sales and corporate
hospitality  tent  revenue  related to the hosting of the U.S. Open at Pinehurst
during  the  first five days of the period.  Excluding the impact of this event,
operating  revenues  from  same store resorts would have increased approximately
7.0%  from  approximately  $50.0 million to $53.5 million for the 12 week period
ended September 5, 2000.  This increase is attributable to increased lodging and
food  and  beverage  revenues at same store facilities.  Also included in the 12
weeks ended September 7, 1999 same store resorts results are the operating costs
and  expenses  related  to  the  hosting of the U.S. Open of approximately $19.0
million.  Excluding  the  impact  of  this  event,  operating costs and expenses
during  the  12 weeks ended September 5, 2000 would have increased approximately
$2.4  million  due  to  increased operating costs related to increased revenues.
The  increase of 47.0% in depreciation and amortization at same store facilities
is  due  to  capital  expansions and renovations at all same store resorts which
occurred  during  the  previous  year.

     Excluding  the  $9.0  million  impact  of  the  U.S.  Open  on  same  store
facilities,  the  change  in  Adjusted  EBITDA  would  have  been an increase of
approximately  5.0%  due  to  increased operations as discussed in the preceding
paragraph.

Other Operations

     Realty  operating  revenues  increased  from  $8.3 million for the 12 weeks
ended  September  7,  1999  to $15.1 million for the 12 weeks ended September 5,
2000,  due  primarily  to  increased  real  estate  revenues at the Owner's Club
programs  at  several  locations.  Operating  income (loss) for realty increased
from ($0.5) million for the 12 weeks ended September 7, 1999 to $4.0 million for
the  12  weeks  ended  September  5,  2000.

36 WEEKS ENDED SEPTEMBER 7, 1999 COMPARED TO 36 WEEKS ENDED SEPTEMBER 5, 2000

Consolidated Operations

     Operating  revenues  increased  to  $721.2  million  for the 36 weeks ended
September  5,  2000 from $706.7 million for the 36 weeks ended September 7, 1999
due  primarily  to  the addition of the revenues from the Cobblestone facilities
which  were  acquired  on  March 31, 1999, increased membership revenue at total
country  club  and  golf  facilities,  increased  lodging  revenue at same store
resorts  and  increased real estate sales.  This increase exceeds the offsetting
decrease  of approximately $37.0 million of revenues associated with hosting the
1999  U.S.  Open  at Pinehurst during the 36 weeks ended September 7, 1999.  The
increase  in  lodging revenue is attributable to increased occupancy percentages
at  two  same store resorts and the increase in real estate sales is primarily a
result  of  increased  sales  at Owner's Club properties.  Operating revenues of
same  store  facilities  decreased  to  $591.2  million  for  the 36 weeks ended
September  5, 2000 from $599.8 million for the 36 weeks ended September 7, 1999,
primarily  due  to  hosting the U.S. Open at Pinehurst during the 36 weeks ended
September  7,  1999 which is offset by increased revenues at all segments during
the  36  weeks  ended  September  5,  2000.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals, and maintenance, increased to $570.6 million for the 36 weeks
ended  September 5, 2000 from $552.0 million for the 36 weeks ended September 7,
1999.  This  change  is  comprised  of approximately $27.0 million at same store
resorts  due  to operating costs and expenses incurred during the 36 weeks ended
September  7,  1999 as a result of hosting the 1999 U.S. Open at Pinehurst.  The
decrease  is offset by an increase in operating costs and expenses at same store
facilities  resulting  from  increased  revenues  at  these  facilities  and the
addition  of  the  operating  costs  and expenses of the Cobblestone facilities.

     Depreciation  and  amortization  for  the  36 weeks ended September 5, 2000
increased  28.0%  or  $13.3  million  primarily  due  to  the  addition  of  the
Cobblestone  facilities, capital expansions at existing facilities and increases
in  technology  related  assets.

     For  the 36 weeks  ended  September 7, 1999, an  impairment  loss of  $13.5
million  relating  to  long-lived assets at a resort facility was recorded.  The
Company  assessed  the  recoverability of the assets by determining whether such
assets  could be recovered over their remaining estimated life through estimated
future cash flows.  This loss is reported separately as a component of operating
income  in  the  Company's  Consolidated  Financial  Statements.

     The income  tax provisions  for the 36  weeks  ended September  7, 1999 and
September  5, 2000 differ from amounts computed by applying the U.S. Federal tax
rate  of  35%  to  pretax  net  income primarily due to foreign and state income
taxes,  net  of  Federal  benefit,  and the effect of consolidated operations of
foreign  and  other  entities  not  consolidated  for  Federal  tax  purposes.

<PAGE>
                                       12

     Net  income  (loss)  for  the 36 weeks ended September 5, 2000 decreased to
($4.5)  million  compared  to  $6.1  million for the 36 weeks ended September 7,
1999, due primarily to an increase in depreciation and amortization, an increase
in  interest  expense and the impact of approximately $10.0 million in operating
income  from  the U.S. Open at Pinehurst for the period ended September 7, 1999.
This  is  partially  offset  by  the impact of the $13.5 million impairment loss
recognized  in  the 36 weeks ended September 7, 1999.  The $6.9 million increase
in interest expense for the 36 weeks ended September 5, 2000 is primarily due to
both  the  increase  in  the  outstanding  debt  balance and the increase in the
interest rate on the majority of the debt outstanding of approximately 225 basis
points.


     As  discussed  previously, the U.S. Open had a significant impact on the 36
weeks ended September 7, 1999.  ClubCorp recognized total profit of $7.0 million
for  the  marketing,  preparation and hosting of the event which is reflected in
the  results  of  operations  for  1999  and  prior  years.

     Consolidated  Adjusted  EBITDA increased $1.5 million to $109.9 million for
the  36 weeks ended September 5, 2000 from $108.4 million for the 36 weeks ended
September  7,  1999.  Excluding  the  $10.0  million  impact  of  the U.S. Open,
Adjusted  EBITDA  would  have  increased  approximately 12.0% from approximately
$98.0  million  due  to  increases  in  operating income before depreciation and
amortization and increases in net membership deposits and fees.  The increase in
net  membership  deposits  and  fees  is  due  to the acquisition and opening of
developing  country  club and golf facilities and increased initiation fees at a
same  store  resort  facility.

SEGMENT AND OTHER INFORMATION - 36 WEEKS

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 facilities segment for
the  36  weeks  ended  September  7,  1999  and  September  5,  2000 (dollars in
thousands):

<TABLE>
<CAPTION>

                                       Same Store             Total
                                    Country Club and     Country Club and
                                     Golf Facilities      Golf Facilities
                                     1999      2000       1999      2000
                                   --------  ---------  --------  ---------
<S>                                <C>       <C>        <C>       <C>
Number of facilities                     90         90       127        127
    Operating revenues             $266,343  $ 277,883  $316,451  $ 350,428
    Operating costs and expenses    199,944    210,092   242,411    272,060
    Depreciation and amortization    20,151     21,513    28,459     34,526
                                   --------  ---------  --------  ---------
    Segment operating income       $ 46,248  $  46,278  $ 45,581  $  43,842
                                   ========  =========  ========  =========

    Adjusted EBITDA                $ 67,912  $  67,426  $ 82,887  $  88,909
                                   ========  =========  ========  =========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
10.7%  due  primarily to the addition of the Cobblestone properties on March 31,
1999  and  other developing facilities and increased membership revenues at same
store facilities.  Operating costs and expenses from total country club and golf
facilities  increased 12.2% due primarily to the addition of the operating costs
and expenses of the Cobblestone facilities and other developing facilities.  The
slight  decrease  in  gross  margin at same store facilities is due to increased
maintenance  and  repair  expenses  and  depreciation  and amortization at these
facilities.  The  addition  of the Cobblestone facilities is responsible for the
majority  of  the  additional  increased depreciation and amortization for total
country  club  and  golf  facilities.

     The  7.3%  increase  in  Adjusted  EBITDA  for  total country club and golf
facilities  is  primarily  due to increased operating income before depreciation
and  amortization  and  increased net membership deposits and fees at developing
facilities  for  the  36  weeks  ended  September  5,  2000.

                                       13

<PAGE>

Business and Sports Clubs

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's business and sports clubs segment for the 36
weeks  ended  September  7,  1999  and September 5, 2000 (dollars in thousands):

<TABLE>
<CAPTION>

                                   Same Store Business      Total Business
                                     and Sports Clubs      and Sports Clubs
                                   --------------------  --------------------
                                     1999       2000       1999       2000
                                   ---------  ---------  ---------  ---------
<S>                                <C>        <C>        <C>        <C>
Number of facilities                      79         79         90         80
    Operating revenues             $ 165,545  $ 168,891  $ 177,594  $ 171,226
    Operating costs and expenses     147,046    150,228    159,867    152,766
    Depreciation and amortization      7,754      8,602      8,425      8,717
                                   ---------  ---------  ---------  ---------
    Segment operating income       $  10,745  $  10,061  $   9,302  $   9,743
                                   =========  =========  =========  =========

    Adjusted EBITDA                $  16,631  $  17,877  $  15,825  $  17,689
                                   =========  =========  =========  =========
</TABLE>

     The  slight  decrease  in  segment gross margin for same store business and
sports  clubs  is due to increased depreciation and amortization, resulting from
increased  technology  related  assets,  decreased  membership deposits and fees
revenue  partially  offset  by  the  positive  impact  of  lease  buyouts at two
facilities.  The  increase in segment gross margin for total business and sports
clubs  is  due  to  the  divestiture  of underperforming facilities during 1999.

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's  resorts  segment  for  the  36 weeks ended
September  7,  1999  and  September  5,  2000  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                                Same Store Resorts     Total Resorts
                                               --------------------  -----------------
                                                 1999       2000       1999      2000
                                               ---------  ---------  --------  --------
<S>                                            <C>        <C>        <C>       <C>
Number of facilities                                  4          4          5         5
    Operating revenues                         $167,973   $144,394   $174,151  $145,228
    Operating costs and expenses                138,006    121,423    142,966   121,866
    Depreciation and amortization                 6,574      9,577      6,839     9,716
                                               ---------  ---------  --------  --------
    Segment operating income
      before impairment loss                     23,393     13,394     24,346    13,646
                                               ---------  ---------  --------  --------
    Impairment loss from assets
      to be held and used                        13,483          -     13,483         -
                                               ---------  ---------  --------  --------
    Segment operating income                   $  9,910   $ 13,394   $ 10,863  $ 13,646
                                               =========  =========  ========  ========

    Adjusted EBITDA                            $ 31,862   $ 25,345   $ 33,080  $ 25,738
                                               =========  =========  ========  ========

Lodging data:
    Room nights available                       332,861    349,849
    Occupancy rate                                 55.8%      59.6%
    Average daily room rate per occupied room  $    179   $    184
    Average daily revenue per occupied room    $    702   $    693
</TABLE>

                                       14

<PAGE>

     For  the  36  weeks  ended  September  7, 1999, operating revenues included
approximately  $37.0  million  of  merchandise sales, ticket sales and corporate
hospitality  tent  revenue related to the hosting of the U.S. Open at Pinehurst.
Excluding  the  impact of this event, operating revenues from same store resorts
would  have  increased  approximately 10.2% from approximately $131.0 million to
$144.4  million  for  the  36  weeks  ended September 5, 2000.  This increase is
attributable  to increased membership, lodging and food and beverage revenues at
same   store   resorts.   The  increase  in  membership  revenues  is  primarily
attributable  to increased membership at Barton Creek in relation to the opening
of  a  new  golf  course.  Increased  lodging and food and beverage revenues are
primarily  attributable  to  increased  occupancy  rates  at  The  Homestead and
Daufuskie.  Also  included  in  the  36 weeks ended September 7, 1999 same store
resorts  results  are the operating costs and expenses related to the hosting of
the  U.S.  Open  of  approximately  $27.0 million.  Excluding the impact of this
event,  operating  costs  and  expenses  in the 36 weeks ended September 5, 2000
would  have  increased  approximately  9.4% from approximately $111.0 million to
$121.4  million  due  to increased lodging and food and beverage costs resulting
from  increased  revenues  in  these areas and increased marketing costs at same
store  resorts.  Also  included  in  1999  same  store resorts segment operating
income  is  an  impairment loss of $13.5 million related to long-lived assets at
Daufuskie.

     The decrease in Adjusted EBITDA at same store resorts of 20.5% is primarily
attributable  to  the impact of the U.S. Open.  Excluding the impact of the U.S.
Open,  the  change  would  have  been  an  increase  of approximately 15.0% from
approximately  $22.0 million to $25.3 million due to increased segment operating
income  as  discussed  in  the preceding paragraph and an increase in initiation
fees  at  Barton  Creek related to the opening of a new golf course.  Typically,
the  volume  of  initiation  deposits  and  fees  is  higher  during the initial
marketing  of memberships for a new course.  Within the first year of the course
opening,  these  tend  to  stabilize  at  a  lower  level.

Other Operations

     Realty  operating  revenues  increased  57.2% from $18.7 million for the 36
weeks  ended September 7, 1999 to $29.4 million for the 36 weeks ended September
5,  2000,  due  primarily  to increased real estate revenues of the Owner's Club
programs  at several locations.  Revenues during the 36 weeks ended September 7,
1999  were  primarily  comprised of the sales of land held for sale in Colorado.
Operating  income  for realty increased from $0.8 million for the 36 weeks ended
September  7,  1999  to  $2.0  million for the 36 weeks ended September 5, 2000.

SEASONALITY OF DEMAND; FLUCTUATIONS IN QUARTERLY RESULTS

     The  Company's  quarterly  results  fluctuate  as  a  result of a number of
factors.  Usage  of  the  Company's country club and golf facilities and resorts
declines  significantly  during  the  first  and  fourth  quarters,  when colder
temperatures  and  shorter  days  reduce  the  demand  for golf and golf-related
activities.  The  Company's  business  facilities  generate a disproportionately
greater share of their yearly revenues in the fourth quarter, which includes the
holiday  and year-end party season.  In addition, the fourth quarter consists of
16  weeks  of  operations and the first, second and third quarters consist of 12
weeks.   As  a  result  of  these  factors,  the  Company  usually  generates  a
disproportionate share of its revenues in the second, third, and fourth quarters
of  each  year  and  has  lower  revenues  in  the first quarter.  The timing of
purchases,  sales,  or  leases  of  facilities,  such  as  the  purchase  of the
Cobblestone  facilities,  also has caused and may cause the Company's results of
operations  to vary significantly in otherwise comparable periods.  In addition,
the  Company's  results  can  be  affected  by  non-seasonal  and severe weather
patterns.


LIQUIDITY AND CAPITAL RESOURCES

       Historically,  the  Company  has  financed  its  operations  and  capital
expenditures  primarily  through cash flows from operations, long-term debt and,
in  a 1999 transaction, through the sale of common stock for total consideration
of  $150.0  million  to  an  investor  group.  The Company distinguishes capital
expenditures  to  refurbish  and  replace existing property and equipment (i.e.,
capital  replacements)  from  discretionary  capital  expenditures  such  as the
expansion  of  existing  facilities  (i.e.,  capital  expansions).  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  5.6%  to  9.0% of operating
revenues  during  the  last three years, which has grown in the last year due to
the  information  technology  initiative  which  the  Company  has substantially
completed.  Capital  expansions are discretionary expenditures, which create new
amenities  or enhance existing amenities at existing facilities.  Development of
the  Company's  new facilities and planned expansions at existing facilities are
expected  to  require  capital  expenditures  of approximately $80.0 million and
$87.0  million,  respectively,  over  the  next  two  years  to be financed with
external  financing  of  ClubCorp,  Inc.  and  cash  flows  from  operations.

                                       15

<PAGE>

     The  total debt outstanding for the Company increased $154.7 million during
the  36  weeks  ended September 5, 2000 due to borrowings for development of new
facilities  and  real  estate  held  for sale, expansion at existing facilities,
borrowings  of  $32.6  million  for acquisitions and the assumption of long-term
debt of $27.8 million in conjunction with the purchase of the remaining interest
in  a  previously  non-consolidated  joint  venture.


FACTORS  THAT  MAY  AFFECT FUTURE  OPERATING  RESULTS  AND  THE  ACCURACY OF OUR
FORWARD-LOOKING  STATEMENTS

     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  projections  of  earnings,  revenues  or other financial
items,  statements  of  the  plans  and  objectives  of  management  for  future
operations,  statements  concerning  proposed new services, statements regarding
future  economic  conditions  or  performance  and  statements  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 and in the Company's Form 10-K for the
year  ended  December  28,  1999.

          The  Company's  success  depends  on its ability to attract and retain
members  at  its  clubs  and  maintain or increase usage of its facilities.  The
Company  has  experienced  varying levels of membership enrollment and attrition
rates  and, in certain areas, decreased levels of usage of its facilities during
its  operating  history.  Although  management  devotes  substantial  efforts to
ensuring  that  members  and guests are satisfied, many of the factors affecting
club  membership  and facility usage are beyond the Company's control, including
weather  conditions, general economic conditions, changes in demand for golf and
private  club  services  and  changes  in the federal tax laws.  There can be no
assurance  that  the  Company will be able to maintain or increase membership or
facility  usage.  Significant  periods  where  attrition rates exceed enrollment
rates,  or  where  facilities'  usage  is  below  historical levels would have a
material  adverse  effect  on  the  Company's  business,  operating results, and
financial  condition.  Other  factors  that  may  affect the Company's operating
results include, but are not limited to, the actions of our competitors, changes
in  labor  costs,  the  timing  and success of acquisitions and dispositions and
changes  in  law.

     During  2000,  the  Company invested approximately $9.0 million in Internet
related  ventures  as  an  opportunity  to  further  expand  the offering of its
services  and  products  to  its  members  and  to  create  synergies with other
companies  in  the  marketplace  to  decrease  operating  expenses.  As with any
venture, the expected financial impact of these developing enterprises is unsure
and  equity in the earnings and losses of such ventures could have a significant
impact  on  the  results  of  operations of the Company.  For the 36 weeks ended
September  5, 2000, the Company recorded an equity loss of $1.8 million on these
ventures.

                                       16

<PAGE>

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM  8-K

(a)  Exhibits
     10.1 - Fourth Amendment to ClubCorp, Inc. Executive Stock Option Plan
     10.2 - Second Amendment to ClubCorp, Inc. Omnibus Stock Plan
     15.1 - Letter from KPMG LLP regarding unaudited interim financial
              statements
     24.1 - Power of Attorney
     27.1 - Financial Data Schedule
(b)  Reports on Form 8-K
     Not applicable

                                       17

<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, Inc.


Date:  October 20, 2000                       By:  /s/Charles A. Little
       ----------------                            ------------------------
                                                   Charles A. Little
                                                   Chief Accounting Officer