FOURTH AMENDMENT TO THE
                        CLUBCORP STOCK INVESTMENT PLAN


     Amendment  made  this  23rd  day  of  July,  1997,  by  Club  Corporation
International  (the  "Company").

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

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

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

     WHEREAS, the Company amended the Plan effective May 13, 1996 to recognize
the  adoption  of  the  Plan  by  ClubCorp  International  Resource  Company
("Resource")  and  to  permit  nonresident  aliens  with no U.S. source earned
income  who  are employed by Resource to participate in the Plan effective May
13,  1996;  and

     WHEREAS,  the  Company  now  desires  to  amend  the  Plan  to  allow for
electronic  administration  and  to  make  certain  technical  changes;  and

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

     NOW, THEREFORE, the Plan is amended as follows, effective as of September
1,  1996:

1.    Existing  Section  2.17 is deleted in its entirety, and the following is
substituted  in  its  place:

     "2.17    "Election  Period"  means  two  (2)  enrollment  periods,  each
approximately  one  month  in  duration,  to  be  held during the Plan Year as
determined  annually  and  announced  by  the  Plan  Administration."

2.  Existing Section 4.05(2) is amended to delete the word "written" from both
paragraphs  thereof,  wherever  it  may  appear.

3.    Existing Section 4.06(3)(b) is amended by adding the following paragraph
to  the  end  of  that  Section:

     "Notwithstanding  any  Plan  provision to the contrary, in no event shall
Pre-Tax    Matching  Contributions  remain  allocated  to a Highly Compensated
Employee's  Account,  and such amounts shall be treated as Forfeitures (in the
same  manner  as provided in     Subsection ___), if the Pre-Tax Contributions
which  were matched by such Pre-Tax     Matching Contributions are refunded as
Excess  Contributions  under  this  Subsection          4.06(3)(b)."

4.    Existing  Section 4.07 is amended by adding the following paragraph as a
second  paragraph  at  the  end  of  that  section:

     "Notwithstanding  any  Plan  provision to the contrary, in no event shall
Pre-Tax        Matching Contributions remain allocated to a Highly Compensated
Employee's  Account,  and such amounts shall be treated as Forfeitures (in the
same  manner  as provided in     Subsection ___), if the Pre-Tax Contributions
which  were matched by such Pre-Tax     Matching Contributions are refunded as
Excess  Contributions  under  this  Subsection          4.07."

5.    Existing  Section  4.10 is deleted in its entirety, and the following is
substituted  in  its  place:

     "4.10    General  Withdrawals  from After-Tax Contribution Account.  Upon
              ---------------------------------------------------------
application  by  the  Participant,  in  such  form  as  prescribed by the Plan
Administrator,  received  by  the  Plan  Administrator,  a Participant may, in
accordance  with  Section 4.13, withdraw all or a portion of the value of such
Participant's  After-Tax Contribution     Account; provided, however, that (i)
a  withdrawal  of  the  entire  amount  of  such  account shall terminate such
Participant's  right  to  make  any  After-Tax  Contributions until the payday
coincident  with  or  next  following  the  first  January  1  or July 1 which
commences  twelve  (12)  months  following such complete withdrawal and (ii) a
partial  withdrawal from such account shall terminate such Participant's right
to  make  any After-Tax Contributions until the payday coincident with or next
following  the  first  January  1  or  July  1  which commences six (6) months
following  such  partial  withdrawal."

6.  The first sentence of existing Section 4.11(2) is deleted in its entirety,
and  the  following  is  substituted  in  its  place:

     "4.11(2)   A Participant who has attained age 59-1/2, may withdraw all or
any portion of the balance of his previously unwithdrawn Pre-Tax Contributions
as  of  the  Allocation  Date  coincident with or next following the date such
request  for withdrawal, in such form as prescribed by the Plan Administrator,
is  received  by  the  Plan  Administrator.

7.    Existing  Section  4.12(1)  is  amended  to  delete  the  word "written"
therefrom.

8.    Existing  Section  4.12(2)  is  amended  to  delete  the  word "written"
therefrom.

9.   Existing Section 4.12(4) is deleted in its entirety, and the following is
substituted  in  its  place:

     "4.12(4)    Application  for  withdrawal  must  be  made  in such form as
prescribed  by  the  Plan  Administrator,  and  must  set  out  in  detail the
circumstances  establishing  that  the  proposed withdrawal is for a Permitted
Purpose."

10.  Existing Section 4.12(5) is deleted in its entirety, and the following is
substituted  in  its  place:

     "4.12(5)  Before the Plan Administrator will permit a Participant to make
a  hardship withdrawal pursuant to this Section, the Participant must submit a
representation, in such form as prescribed by the Plan Administrator, that his
financial  need  cannot be relieved: (i) through reimbursement or compensation
by insurance or otherwise, (ii) by reasonable liquidation of the Participant's
assets, to the extent such liquidation would not itself cause an immediate and
heavy  financial  need,  (iii)  by cessation of After-Tax Contributions and of
Pre-Tax  Contributions  under  the  Plan,  (iv)  by  other  distributions  or
nontaxable  (at  the  time  of  the  loan)  loans from plans maintained by the
Employer or by any other employer, or (v) by borrowing from commercial sources
on  reasonable  commercial  terms."

11.    Existing  Section  4.12(8)  is  amended  to  delete  the word "written"
therefrom.

12.    Existing  Section  4.12(9)  is  amended  to  delete  the word "written"
therefrom.

13.  Existing Section 5.02(4) is deleted in its entirety, and the following is
substituted  in  its  place:

     "5.02(4)    If  the  amount  allocated  to  any  Participant's  Pre-Tax
Contribution  Account  and/or  After-Tax  Contribution  Account  (adjusted for
earnings,  losses,  appreciation  or  depreciation) are refunded in accordance
with  Subsection  5.02(2),  the amount of such refund shall be disregarded for
purposes  of  the  $7,000  limitation  set  forth in Subsection 4.05(1)(b) and
Sections  4.06  and  4.09."

14.    The  first  sentence  of  existing  Section  10.04(6) is deleted in its
entirety  and  the  following  is  substituted  in  its  place:

     "10.04(6)    All  amounts forfeited as provided in this Section 10.05 and
Sections  4.06,  4.07  are  herein  referred  to  as    Forfeitures.'"

15.    A  new  Subsection,  Subsection 10.04(7) is added to the end of Section
10.04  to  provide  as  follows:

     "In  the  case  of  any  participant  who  receives  a  refund  of Excess
Contributions          pursuant  to Section 4.05(3)(b) for the Plan Year, such
Participant  shall  forfeit  for such     Plan Year all Matching Contributions
(whether  or  not  vested  pursuant to Section 10.01) which relate to and were
made  on  account  of  amounts  refunded  under  Section  4.05(3)(b)."

14.    Existing Section 11.02(3) is deleted in its entirety, and the following
is  substituted  in  its  place:

     "11.02(3)    Notwithstanding  the  provisions of Subsection 11.02(1), and
subject to  Section 11.03, if a Participant has a Termination of Employment or
retires  due  to        Disability and his vested Account at such time exceeds
Three  Thousand  Five  Hundred     Dollars ($3,500), the amounts owing to such
Participant  shall  be  distributed  in  a  single         lump sum as soon as
administratively  possible  after such Participant attains age sixty-five (65)
or  dies,  unless such Participant has delivered to the Plan Administrator his
consent,  in  such  form  as  prescribed  by  the  Plan  Administrator,  to  a
distribution  at  an  earlier  time."

15.    Existing Section 11.05 is deleted in its entirety, and the following is
substituted  in  its  place:

     "11.05            Notwithstanding  any other provision of the Plan to the
contrary,  immediate  distribution  of  benefits payable to an Alternate Payee
pursuant  to  a  Qualified  Domestic  Relations  Order shall be permitted even
though  the  Participant  whose  benefits  have been assigned to the Alternate
Payee  would not be entitled to receive a distribution at such time, if all of
the  following  requirements  are  met:  (i)  the Participant's Account is one
hundred percent (100%) vested, (ii) the entire amount payable to the Alternate
Payee  does  not  exceed  Three  Thousand Five Hundred Dollars ($3,500) or the
Alternate  Payee  has  requested  immediate  distribution  in  such  form  as
prescribed  by  the  Plan  Administrator, (iii) allocation pursuant to Section
6.04  of  all  amounts  required  to  be  paid to the Alternate Payee has been
completed,  (iv)  the  Qualified  Domestic Relations Order requires or permits
immediate  distribution,  and  (v) the conditions of Subsection 11.01(1) as to
form  of  payment  are  met."

16.    Existing  Section  12.01(3)  shall  be deleted in its entirety, and the
following  substituted  in  its  place:

     "12.01(3)  Any  election,  notice,  or information which according to the
terms  of  the  Plan or the rules of the Plan Administrator must be filed with
the  Plan  Administrator,  shall  be  deemed  so filed if addressed and either
delivered  in person, delivered by electronic transmission, or mailed, postage
fully  prepaid,  to  the  Plan  Administrator.    Whenever  a provision herein
requires  that a Participant (or the Participant's Beneficiary) give notice to
the  Plan  Administrator or make an election within a specified number of days
or  by a certain date, and the last day of such period, or such date, falls on
a  Saturday, Sunday or Employer holiday, the Participant (or the Participant's
Beneficiary)  will  be  deemed  in compliance with such provision if notice is
delivered  in  person  to  the  Plan  Administrator,  delivered  by electronic
transmission,  or  is  mailed,  properly  addressed,  postage  prepaid,  and
postmarked  on or before the business day next following such Saturday, Sunday
or  Employer  holiday.    The  Plan Administrator may, in its sole discretion,
modify or waive any specified notice requirement; provided, however, that such
modification  or  waiver  must  be  administratively  feasible, must be in the
bestinterest of the Participant, and must be made on the basis of the rules of
the  Plan  Administrator  which  are  applied  uniformly  to all Participants.

17.    Existing Section 12.05 is deleted in its entirety, and the following is
substituted  in  its  place:

     12.05    Address  of  Mailing  Benefit
     --------------------------------------

     12.05(1)    Each  Participant  and each other person entitled to benefits
hereunder  shall  file  with  the Plan Administrator from time to time in such
form  as  prescribed  by the Plan Administrator such Participant's post office
address  and each change of address.  Any check representing payment hereunder
and  any communication addressed to a Participant, an Employee or Beneficiary,
at such person's last address filed with the Plan Administrator, or if no such
address has been filed, then at such person's last address as indicated on the
records  of an Employer, shall be deemed to have been delivered to such person
on  the  date  on  which  such  check  or  communication is deposited, postage
prepaid,  in  the  United  States  mail."

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

CLUB  CORPORATION  INTERNATIONAL



By:    Kim  S.  Besse

Its: