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 7, 1999


       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
     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 5, 1999 was 85,118,307.

<PAGE>

                                  CLUBCORP, INC.

                                      INDEX


Part I.   FINANCIAL  INFORMATION

Item 1.   Financial Statements:
          Independent Accountants' Review Report                               1
          Consolidated Balance Sheet                                           2
          Consolidated Statement of Operations                                 3
          Consolidated Statement of Stockholders' Equity
            and Comprehensive Income                                           4
          Consolidated  Statement  of  Cash  Flows                             5
          Condensed Notes to Consolidated Financial Statements                 6

Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                             10

Item 3.   Quantitative and Qualitative Disclosure About Market Risk           19

Part II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                    20

<PAGE>

PART I. FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT
                     --------------------------------------



The  Board  of  Directors
ClubCorp,  Inc.



We  have  reviewed  the  consolidated  balance  sheet  of  ClubCorp,  Inc.  and
subsidiaries  (ClubCorp)  as  of September 7, 1999 and September 9, 1998 and the
related  consolidated  statements  of operations for the twelve weeks and thirty
six weeks ended September 7, 1999 and September 9, 1998 and stockholders' equity
and comprehensive income and cash flows for the thirty six weeks ended September
7,  1999 and September 9, 1998.  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 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 29, 1998
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 26, 1999 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  29, 1998 is fairly presented, in all material respects, in relation to
the  consolidated  balance  sheet  from  which  it  has  been  derived.




                                                    KPMG  LLP



Dallas,  Texas
October  15,  1999


                                        1
<PAGE>

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

<TABLE>
<CAPTION>

                                                         September 9,    December 29,    SEPTEMBER 7,
                     Assets                                  1998            1998            1999
                     ------                             --------------  --------------  --------------
<S>                                                     <C>             <C>             <C>
Current assets:
        Cash and cash equivalents                       $      78,801   $      72,423   $      47,785
        Membership and other receivables, net                  76,559          84,915         108,541
        Inventories                                            18,619          18,082          24,757
        Other assets                                           17,454          17,587          17,098
                                                        --------------  --------------  --------------
                Total current assets                          191,433         193,007         198,181

Property and equipment, net                                   723,530         751,070       1,070,575
Other assets                                                  148,988         166,081         222,612
                                                        --------------  --------------  --------------
                                                        $   1,063,951   $   1,110,158   $   1,491,368
                                                        ==============  ==============  ==============

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

Current liabilities:
        Accounts payable and accrued liabilities        $      51,705   $      58,826   $      65,142
        Long-term debt - current portion                       18,443          18,633          34,655
        Other liabilities                                      99,712          97,127         122,003
                                                        --------------  --------------  --------------
                Total current liabilities                     169,860         174,586         221,800

Long-term debt                                                240,035         255,917         564,893
Other liabilities                                             109,014         109,880         115,235
Membership deposits                                            90,781          95,460         101,236

Redemption value of common stock held by benefit plan          58,749          65,279          67,638

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, 90,219,408 issued, 84,911,248
   outstanding at September 9, 1998, 84,629,809
   outstanding at December 29, 1998 and 85,118,307
   outstanding at September 7, 1999                               902             902             902
Additional paid-in capital                                     11,037          11,205          15,943
Accumulated other comprehensive income (loss)                     380            (119)           (331)
Retained earnings                                             427,234         445,770         449,517
Treasury stock                                                (44,041)        (48,722)        (45,465)
                                                        --------------  --------------  --------------
                Total stockholders' equity                    395,512         409,036         420,566
                                                        --------------  --------------  --------------
                                                        $   1,063,951   $   1,110,158   $   1,491,368
                                                        ==============  ==============  ==============
</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 9,    SEPTEMBER 7,    September 9,    SEPTEMBER 7,
                                                             1998            1999            1998            1999
                                                        --------------  --------------  --------------  --------------
<S>                                                     <C>             <C>             <C>             <C>
Operating revenues                                      $     196,831   $     264,366   $     580,175   $     699,475
Operating costs and expenses                                  171,284         222,252         489,299         594,576
Selling, general and administrative expenses                   15,832          20,106          46,160          56,237
Impairment loss from assets to be held and used                     -               -               -          13,483
                                                        --------------  --------------  --------------  --------------

Operating income                                                9,715          22,008          44,716          35,179

Gain (loss) on divestitures and sales of assets                (3,324)         (1,193)         (5,386)          1,746
Interest and investment income                                  5,522           1,848           9,508           4,910
Interest expense                                               (6,473)        (11,835)        (21,344)        (28,985)
Other income                                                    1,025               -           1,025               -
                                                        --------------  --------------  --------------  --------------

Income from operations before income tax
   provision, minority interest and extraordinary item          6,465          10,828          28,519          12,850

Income tax provision                                           (4,305)         (4,123)        (13,327)         (6,744)

Minority interest                                                 (32)              -            (746)              -
                                                        --------------  --------------  --------------  --------------

Income from operations before extraordinary item                2,128           6,705          14,446           6,106

Extraordinary item - loss on extinguishment of debt,
   net of income taxes of $634                                      -               -          (1,176)              -
                                                        --------------  --------------  --------------  --------------

Net income                                              $       2,128   $       6,705   $      13,270   $       6,106
                                                        ==============  ==============  ==============  ==============


Basic and diluted earnings per share:
Income from operations before extraordinary item        $         .03   $         .08   $         .17   $         .07
Extraordinary item - loss on extinguishment of debt                 -               -            (.01)              -
                                                        --------------  --------------  --------------  --------------
Net income                                              $         .03   $         .08   $         .16   $         .07
                                                        ==============  ==============  ==============  ==============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

                                        3
<PAGE>

CLUBCORP,  INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Thirty Six Weeks Ended September 9, 1998 and September 7, 1999
(Dollars in thousands, except share amounts)
(Unaudited)

<TABLE>
<CAPTION>

                                               Preferred stock
                                             (150,000,000 shares
                                                authorized, par            Common stock(250,000,000 shares
                                             value $.01 per share)      authorized, par value $.01 per share)
                                             ---------------------  --------------------------------------------
                                                                                 Treasury                         Additional
                                             Shares      Shares       Shares      Stock        Shares      Par      Paid-in
                                             Issued    Outstanding    Issued      Shares    Outstanding   Value     Capital
                                             ------    -----------  ----------  ----------  ------------  ------  -----------
<S>                                          <C>       <C>          <C>         <C>         <C>           <C>     <C>
Balances at December 31, 1997                     -              -  90,219,408  5,215,569    85,003,839   $  902  $    10,607
Purchase of treasury stock                        -              -           -    163,185      (163,185)       -            -
Stock issued in connection with bonus plans       -              -           -    (70,594)       70,594        -          430
Comprehensive income:
    Net income                                    -              -           -          -             -        -            -
    Foreign currency translation adjustment       -              -           -          -             -        -            -

        Total comprehensive income
Change in redemption value of common
  stock held by benefit plan                      -              -           -          -             -        -            -
                                             ------    -----------  ----------  ----------  ------------  ------  -----------
Balances at September 9, 1998                     -              -  90,219,408  5,308,160    84,911,248   $  902  $    11,037
                                             ======    ===========  ==========  ==========  ============  ======  ===========

Balances at December 29, 1998                     -              -  90,219,408  5,589,599    84,629,809   $  902  $    11,205
PURCHASE OF TREASURY STOCK                        -              -           -    124,035      (124,035)       -            -
STOCK ISSUED IN CONNECTION WITH:
    ACQUISITION                                   -              -           -   (597,533)      597,533        -        4,717
    EXERCISE OF STOCK OPTIONS                     -              -           -    (15,000)       15,000        -           21
COMPREHENSIVE INCOME:
    NET INCOME                                    -              -           -          -             -        -            -
    FOREIGN CURRENCY TRANSLATION ADJUSTMENT       -              -           -          -             -        -            -

        TOTAL COMPREHENSIVE INCOME
CHANGE IN REDEMPTION VALUE OF COMMON
  STOCK HELD BY BENEFIT PLAN                      -              -           -          -             -        -            -
                                             ------    -----------  ----------  ----------  ------------  ------  -----------
BALANCES AT SEPTEMBER 7, 1999                     -              -  90,219,408  5,101,101    85,118,307   $  902  $    15,943
                                             ======    ===========  ==========  ==========  ============  ======  ===========


                                               Accumulated
                                                  Other                                    Total
                                              Comprehensive    Retained    Treasury    Stockholders'
                                              Income (Loss)    Earnings     Stock         Equity
                                             ---------------  ----------  ----------  ---------------
<S>                                          <C>              <C>         <C>         <C>
Balances at December 31, 1997                $          260   $ 419,061   $ (42,215)  $      388,615
Purchase of treasury stock                                -           -      (2,399)          (2,399)
Stock issued in connection with bonus plans               -           -         573            1,003
Comprehensive income:
    Net income                                            -      13,270           -           13,270
    Foreign currency translation adjustment             120           -           -              120
                                                                                      ---------------
        Total comprehensive income                                                            13,390
Change in redemption value of common
  stock held by benefit plan                              -      (5,097)          -           (5,097)
                                             ---------------  ----------  ----------  ---------------
Balances at September 9, 1998                $          380   $ 427,234   $ (44,041)  $      395,512
                                             ===============  ==========  ==========  ===============

Balances at December 29, 1998                $         (119)  $ 445,770   $ (48,722)  $      409,036
PURCHASE OF TREASURY STOCK                                -           -      (2,076)          (2,076)
STOCK ISSUED IN CONNECTION WITH:
    ACQUISITION                                           -           -       5,202            9,919
    EXERCISE OF STOCK OPTIONS                             -           -         131              152
COMPREHENSIVE INCOME:
    NET INCOME                                            -       6,106           -            6,106
    FOREIGN CURRENCY TRANSLATION ADJUSTMENT            (212)          -           -             (212)
                                                                                      ---------------
        TOTAL COMPREHENSIVE INCOME                                                             5,894
CHANGE IN REDEMPTION VALUE OF COMMON
  STOCK HELD BY BENEFIT PLAN                              -      (2,359)          -           (2,359)
                                             ---------------  ----------  ----------  ---------------
BALANCES AT SEPTEMBER 7, 1999                $         (331)  $ 449,517   $ (45,465)  $      420,566
                                             ===============  ==========  ==========  ===============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

                                        4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                             36 Weeks Ended
                                                                                     ------------------------------
                                                                                      September 9,    SEPTEMBER 7,
                                                                                          1998            1999
                                                                                     --------------  --------------
<S>                                                                                  <C>             <C>
Cash flows from operations:
        Net income                                                                   $      13,270   $       6,106
        Adjustments to reconcile net income to cash flows provided from operations:
                Depreciation and amortization                                               36,688          47,497
                Impairment loss from assets to be held and used                                  -          13,483
                (Gain) loss on divestitures and sales of assets                              5,386          (1,746)
                Minority interest in net income of subsidiaries                                746               -
                Extraordinary item - loss on extinguishment of debt                          1,810               -
                Equity in earnings of affiliates                                            (1,727)         (2,233)
                Amortization of discount on membership deposits                              4,838           5,691
                Deferred income taxes                                                        6,622           5,605
                Decrease in real estate held for sale                                        6,696           7,728
                (Increase) decrease in membership and other receivables, net                   270         (12,497)
                Increase (decrease) in accounts payable and accrued liabilities             (2,377)          6,781
                Net change in deferred membership revenues                                  13,107          15,073
                Other                                                                       (3,207)        (14,505)
                                                                                     --------------  --------------
                            Cash flows provided from operations                             82,122          76,983

Cash flows from investing activities:
        Additions to property and equipment                                                (57,409)        (96,349)
        Development of new facilities                                                      (10,756)        (14,862)
        Development of real estate ventures                                                (10,576)         (9,620)
        Acquisition of facilities                                                           (9,038)       (248,185)
        Investment in affiliates                                                           (16,414)        (41,886)
        Proceeds from disposition of subsidiaries and assets, net                            4,697           2,921
        Other                                                                                1,513          (2,057)
                                                                                     --------------  --------------
                            Cash flows used by investing activities                        (97,983)       (410,038)

Cash flows from financing activities:
        Borrowings of long-term debt                                                       223,092         343,352
        Repayments of long-term debt                                                      (225,175)        (36,274)
        Membership deposits received, net                                                    1,902           3,263
        Treasury stock transactions, net                                                    (2,399)         (1,924)
        Dividend paid to minority shareholder of financial services segment                 (4,177)              -
                                                                                     --------------  --------------
                            Cash flows provided from (used by) financing activities         (6,757)        308,417
                                                                                     --------------  --------------

Total net cash flows                                                                       (22,618)        (24,638)
                                                                                     --------------  --------------
Cash and cash equivalents at beginning of period                                           101,419          72,423
                                                                                     --------------  --------------
Cash and cash equivalents at end of period                                           $      78,801   $      47,785
                                                                                     ==============  ==============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

                                        5
<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 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 Consolidated Financial Statements and
notes thereto of ClubCorp for the year ended December 29, 1998 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  9,  1998 and September 7, 1999 and the consolidated
results  of  operations and cash flows for the twelve weeks and thirty six weeks
ended September 9, 1998 and September 7, 1999, 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.  Operations for the first three
quarters  consist  of 12 weeks each and the fourth quarter consists of 16 weeks.

Impairment of long-lived assets
-------------------------------
Long-lived  assets used by an entity are reviewed for impairment whenever events
or  changes  in  circumstances indicate that the carrying amount of an asset may
not  be  recoverable.

As  a  result of current and historical operating losses, ClubCorp evaluated the
recoverability  of  the long-lived assets at a resort and recorded an impairment
loss  for  the  thirty six weeks ended September 7, 1999.  ClubCorp assessed the
recoverability of these long-lived assets by determining whether the fixed asset
balance could be recovered over its remaining life through estimated future cash
flows.  Fair  value,  for purposes of calculating impairment, was measured based
on  discounted  estimated future cash flows using a risk-adjusted discount rate.
Impaired  assets  identified  were  property  and  equipment  including  land
improvements  and  buildings.

Earnings per share
------------------
Earnings per share for the twelve weeks ended September 9, 1998 and September 7,
1999  are  computed  using  the weighted average number of shares outstanding of
84,917,273  and  85,118,307 for basic and 86,077,714 and 86,497,164 for diluted,
respectively.  For the thirty six weeks ended September 9, 1998 and September 7,
1999,  earnings  per  share  are  computed  using the weighted average number of
shares  outstanding  of  85,001,850  and 85,166,184 for basic and 86,321,454 and
86,585,744  for  diluted, respectively.  The weighted average shares outstanding
used  in  the  calculation  of diluted earnings per share includes the effect of
options  to  purchase  common  stock.


                                        6
<PAGE>

CLUBCORP,  INC.
(Note  1  continued)


Comprehensive income
--------------------
Total  other  comprehensive  income  consisted  of  foreign currency translation
adjustments  of  $474,000 and $(831,000) for the twelve weeks ended September 9,
1998  and September 7, 1999 and $120,000 and $(212,000) for the thirty six weeks
ended  September  9,  1998  and  September  7,  1999,  respectively.  Total
comprehensive  income  was  $2,602,000 and $5,874,000 for the twelve weeks ended
September  9,  1998 and September 7, 1999 and $13,390,000 and $5,894,000 for the
thirty  six  weeks  ended September 9, 1998 and September 7, 1999, respectively.

Recent pronouncements
---------------------
Effective  fiscal  year  1999,  ClubCorp  implemented  the American Institute of
Certified Public Accountants Statement of Position (SOP) 98-5, "Reporting on the
Costs  of  Start-Up  Activities".  SOP  98-5 requires that the costs of start-up
activities, including organizational costs, be expensed as incurred.  Due to the
nature  of  the operations, the effect of the implementation of SOP 98-5 did not
have  a  significant  impact on ClubCorp's Consolidated Statement of Operations.

In  June  1998,  the  Financial  Accounting Standards Board 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  is effective for all quarters of years beginning after June 15, 2000.
Based on ClubCorp's current operations, the effect of implementation of this new
statement  is  not  expected  to have a significant effect on ClubCorp's balance
sheet  or  statement  of  operations.  SFAS  133 will be reflected in ClubCorp's
first  quarter  2001  Consolidated  Financial  Statements.

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


NOTE 2.  DEBT REFINANCING
-------------------------
At  September 7, 1999, ClubCorp exceeded the maximum leverage ratio allowable at
the end of each quarter as defined in their $300,000,000 and $200,000,000 credit
facility  agreements.  On September 24, 1999, ClubCorp finalized a comprehensive
refinancing  agreement  with  a group of banks to replace these facilities.  The
combined $650,000,000 refinancing agreement consists of a $350,000,000 revolving
credit  facility which matures in September 2004, a $100,000,000 term loan which
matures  in  September  2004 and a $200,000,000 term loan which matures in March
2007.  The  interest  rate  is  typically determined using a LIBOR-based pricing
matrix  as defined in the agreement.  ClubCorp borrowed $519,113,000 under these
new  facilities  to refinance debt, including $481,500,000 outstanding under the
existing  credit facilities.  As a result of ClubCorp refinancing this debt on a
long-term  basis,  the debt has been classified as long-term on the accompanying
Consolidated  Balance  Sheet.  In addition, ClubCorp intends to use the facility
to  finance  future  acquisitions, capital expansions and working capital needs.


                                        7
<PAGE>

CLUBCORP, INC.


NOTE 3.  ACQUISITIONS
---------------------
ClubCorp's  acquisitions  in 1998 and 1999 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 nine periods of 1998, ClubCorp purchased substantially all the
assets  of  one  country  club  and  one  golf  club.

During the first nine periods 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 (Note 4).  The
26  facilities  include  ten  country  clubs,  14 golf clubs and two public golf
courses.

The following unaudited pro forma financial information assumes the acquisitions
occurred at the beginning of their acquisition year and the preceding year. This
pro forma 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 9,   SEPTEMBER 7,
                                1998           1999
                            -------------  -------------
<S>                         <C>            <C>
Operating revenues          $     625,403  $     714,759
                            =============  =============

Net income                  $       5,625  $       3,292
                            =============  =============

Diluted earnings per share  $         .07  $         .04
                            =============  =============
</TABLE>


NOTE 4.  SIGNIFICANT TRANSACTIONS
---------------------------------
On  March  31,  1999, ClubCorp, along with American Golf Corporation ("AGC") and
National  Golf  Operating Partnership, L.P. ("NGP"), consummated the purchase of
Meditrust  Golf  Group,  Inc., Meditrust Golf Group II, Inc. and the Cobblestone
Golf Companies, Inc., known collectively as The Cobblestone Golf Group, pursuant
to  a  stock  purchase  agreement,  for  a total purchase price of approximately
$391,000,000.  ClubCorp  and  AGC completed the acquisition through a two member
LLC  formed for the sole purpose of acquiring the properties.   Upon the closing
of  the  purchase,  substantially  all  of  the assets and liabilities that were
acquired  were  divided  between  certain  subsidiaries  of ClubCorp and NGP and
transferred  out  of  the  LLC.  ClubCorp  purchased  22  golf  facilities  for
approximately  $210,000,000.  The  acquisition  was  financed principally with a
$200,000,000  credit  agreement  that has been subsequently refinanced (Note 2).
The  purchase  price  was  allocated substantially to property and equipment and
working  capital.

On  April  7,  1999,  ClubCorp through its participation in a rights offering by
ClubLink  Corporation  of  Ontario,  Canada  (ClubLink),  increased  its  equity
investment  in ClubLink to approximately 24.99% of ClubLink's outstanding common
stock.  ClubCorp  invested  approximately  $10,300,000  in  the  ClubLink rights
offering.


                                        8
<PAGE>

CLUBCORP, INC.


NOTE 5.  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  (formerly  City  Clubs)  and Resorts.
Financial  information  for  the  segments is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                                   12 Weeks Ended                 36 Weeks Ended
                                                          ------------------------------  ------------------------------
                                                           September 9,    SEPTEMBER 7,    September 9,    SEPTEMBER 7,
                                                               1998            1999            1998            1999
                                                          --------------  --------------  --------------  --------------
<S>                                                       <C>             <C>             <C>             <C>
Operating revenues:
    Country club and golf facilities                      $      94,637   $     115,183   $     263,870   $     313,075
    Business and sports clubs                                    52,262          53,265         169,712         172,101
    Resorts                                                      40,163          78,189         113,414         174,097
                                                          --------------  --------------  --------------  --------------
        Total operating revenues for reportable segments        187,062         246,637         546,996         659,273
    Other operations                                              6,235           8,861          19,541          23,166
    Corporate services and eliminations                           3,534           8,868          13,638          17,036
                                                          --------------  --------------  --------------  --------------
        Consolidated operating revenues                   $     196,831   $     264,366   $     580,175   $     699,475
                                                          ==============  ==============  ==============  ==============

Operating income:
    Country club and golf facilities                      $      17,133   $      12,300   $      44,648   $      42,205
    Business and sports clubs                                     1,678             366          12,369           7,542
    Resorts                                                       5,527          15,617          10,678          10,809
                                                          --------------  --------------  --------------  --------------
        Total operating income for reportable segments           24,338          28,283          67,695          60,556
    Other operations                                             (1,792)           (568)           (691)           (606)
    Corporate services and eliminations                         (12,831)         (5,707)        (22,288)        (24,771)
                                                          --------------  --------------  --------------  --------------
        Consolidated operating income                     $       9,715   $      22,008   $      44,716   $      35,179
                                                          ==============  ==============  ==============  ==============

Total assets:
    Country club and golf facilities                      $     673,716   $     977,737   $     673,716   $     977,737
    Business and sports clubs                                   194,080         197,844         194,080         197,844
    Resorts                                                     184,401         280,373         184,401         280,373
                                                          --------------  --------------  --------------  --------------
        Total assets for reportable segments                  1,052,197       1,455,954       1,052,197       1,455,954
    Other operations                                            115,242         132,382         115,242         132,382
    Corporate services and eliminations                        (103,488)        (96,968)       (103,488)        (96,968)
                                                          --------------  --------------  --------------  --------------
        Consolidated total assets                         $   1,063,951   $   1,491,368   $   1,063,951   $   1,491,368
                                                          ==============  ==============  ==============  ==============
</TABLE>


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


                                        9
<PAGE>


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

INTRODUCTION

     ClubCorp,  Inc.  ("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, 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 9, 1998 and September 7,
1999 should be read in conjunction with the Company's Annual Report on Form 10-K
for  the year ended December 29, 1998, as filed with the Securities and Exchange
Commission.

RECENT  DEVELOPMENTS

     On  March  31, 1999, ClubCorp, along with American Golf Corporation ("AGC")
and  National  Golf  Partnership, L.P.  ("NGP"), purchased Meditrust Golf Group,
Inc.,  Meditrust  Golf  Group II, Inc. and The Cobblestone Golf Companies, Inc.,
collectively  known  as  the  Cobblestone Golf Group, for an aggregate of $391.0
million.  ClubCorp  and  AGC  completed  the  acquisition  through  a two member
special  purpose  LLC  formed  for the sole purpose of acquiring the properties.
Upon  the  closing  of  the  purchase,  substantially  all  of  the  assets  and
liabilities  that  were acquired by the special purpose LLC were transferred out
of  the  LLC and divided between subsidiaries of ClubCorp and NGP.  Remaining in
the  LLC  is  one  facility  to  be  acquired by ClubCorp and one facility to be
acquired by NGP.  These facilities are expected to be transferred out of the LLC
upon  resolution  of  certain  tax  and  legal  issues.  As  a  result  of these
transactions,  ClubCorp acquired 22 golf facilities, including the one remaining
in  the  LLC, located in Texas, Georgia, Florida, California and North Carolina,
referred  to  as "the Cobblestone properties", for approximately $210.0 million.
ClubCorp  financed  this  acquisition  with  a  $200.0  million five-year credit
agreement,  which  has  subsequently  been  refinanced  (see  below).

     On  April  7,  1999, ClubCorp through its participation in a planned rights
offering  by  ClubLink  Corporation  of  Ontario,  Canada,  known as "ClubLink",
increased  its  equity  investment  in ClubLink stock to approximately 24.99% of
ClubLink's  outstanding  common  stock.  ClubCorp  invested  approximately $10.3
million  in  the  ClubLink  rights  offering.

     The  Company  finalized an agreement on September 24, 1999, with a group of
banks  for  a  combined  $650.0 million senior credit facility.  The Company has
used  the  facility  to refinance approximately $519.1 million in existing debt,
including  the  $200.0 million used to finance the Cobblestone acquisition.  The
Company  intends  to  use  the  facility to finance future acquisitions, capital
expansions  at  existing  facilities  and  working  capital  needs.

     In October 1999,  the  Company experienced changes to its senior management
team.  Robert  H.  Johnson,  Chief Operating Officer of International Operations
and  President  of ClubCorp International, Inc., James P. McCoy, Chief Financial
Officer,  and  Beryl  E.  Artz, Executive  Vice President of ClubCorp USA, Inc.,
announced  that they would resign to pursue other interests.  James M. Hinckley,
Chief  Operating  Officer  and  Director, has been elected President of ClubCorp
International,  Inc.  in  addition  to  his current responsibilities.  Mr. McCoy
intends  to  stay  with  the Company as acting Chief Financial Officer during an
interim  period.  Douglas  T.  Howe,  Executive  Vice President of ClubCorp, USA
will  oversee all domestic club operations.  Severance and compensation packages
associated  with  these  changes  have  not  yet  been  finalized.


                                       10
<PAGE>

RESULTS OF OPERATIONS

12 WEEKS ENDED SEPTEMBER 9, 1998 COMPARED TO 12 WEEKS ENDED SEPTEMBER 7, 1999

Consolidated Operations

     Operating revenues increased 34.3% to $264.4 million for the 12 weeks ended
September  7, 1999 from $196.8 million for the 12 weeks ended September 9, 1998.
The  increase is due primarily to the acquisition of the Cobblestone properties,
increased revenues at Pinehurst related to the hosting of the 1999 United States
Golf  Association  Open Championship, which is commonly referred to as the "1999
U.S.  Open"  and  increased  golf  operations  and membership revenue.  The golf
operations  revenue increase is primarily attributable to merchandise sales from
pro  shops  the Company purchased during 1998 at same store facilities (formerly
referred  to  as  "mature  facilities").  Operating  revenues  of  same  store
properties  (i.e.,  those  for  which  a  comparable  period of activity exists,
generally those owned for at least eighteen months to two years) increased 23.9%
to  $222.5  million for the 12 weeks ended September 7, 1999 from $179.6 million
for  the  12  weeks  ended  September  9,  1998.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
29.8%,  to  $222.3  million for the 12 weeks ended September 7, 1999 from $171.3
million  for the 12 weeks ended September 9, 1998.  This increase is principally
due  to  the  addition  of  the  operating costs and expenses of the Cobblestone
properties,  costs  associated with preparing and hosting the 1999 U.S. Open and
an  increase  in operating costs at same store country clubs and golf facilities
and same store resorts related to the increases in revenues at these facilities.

     Selling,  general  and  administrative  expenses  increased  27.2% to $20.1
million  for  the 12 weeks ended September 7, 1999 from $15.8 million for the 12
weeks  ended  September  9,  1998  primarily  due  to  increases in expenses for
information  systems staffing, the company-wide upgrade of technology, and other
administrative  costs.

     Income  from  operations  before  extraordinary item for the 12 weeks ended
September  7,  1999 increased to $6.7 million from $2.1 million due primarily to
the  hosting  of the 1999 U. S. Open partially offset by an increase in interest
expense.  The  increase  in  interest  expense  of $5.4 million for the 12 weeks
ended  September  7,  1999 is primarily due to the increase in outstanding debt.

SEGMENT AND OTHER INFORMATION - 12 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 facility segment for the
12  week  periods  ended  September  9,  1998  and September 7, 1999 (dollars in
thousands):

<TABLE>
<CAPTION>

                                  Same Store              Total
                                 Country Club          Country Club
                                   and Golf              and Golf
                                  Facilities            Facilities
                              --------------------  ---------------------
                                 1998       1999       1998        1999
                              -----------  -------  -----------  --------
<S>                           <C>          <C>      <C>          <C>
Number of facilities                   95       95          109       127
Operating revenues            $    90,167  $93,329  $    94,637  $115,183
Operating costs and expenses       73,698   81,775       77,504   102,883
                              -----------  -------  -----------  --------
Segment operating income      $    16,469  $11,554  $    17,133  $ 12,300
                              ===========  =======  ===========  ========
</TABLE>


                                        11
<PAGE>

     Operating  revenues  from  total country club and golf facilities increased
21.7%  due  primarily  to  the  addition  of  the  Cobblestone properties and an
increase  in  golf operations revenue at same store facilities.  The increase in
golf  operations  revenue  at same store facilities is primarily attributable to
merchandise  sales  from pro shops the Company purchased during 1998.  Operating
costs  and  expenses from total country club and golf facilities increased 32.7%
due  primarily  to  the  addition  of  the  operating  costs and expenses of the
Cobblestone  properties, increased operating costs related to increased revenues
at same store properties and increased costs associated with pro shop operations
the  Company  purchased  during  1998 at same store facilities.  The decrease in
segment operating income at total country clubs and golf facilities is primarily
due  to  lower  margins  at  developing  facilities and increases in general and
administrative  costs  at  same  store  facilities.

Business and Sports Clubs (formerly City Clubs)

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's business and sports club segment for the 12
week  periods  ended  September  9,  1998  and  September  7,  1999  (dollars in
thousands):

<TABLE>
<CAPTION>

                                Same Store Business        Total Business
                                  and Sports Club          and Sports Club
                              -----------------------  -----------------------
                                  1998        1999         1998        1999
                              ------------  ---------  ------------  ---------
<S>                           <C>           <C>        <C>           <C>
Number of facilities                    85         85            95         90
Operating revenues            $     49,524  $  51,205  $     52,262  $  53,265
Operating costs and expenses        47,427     50,576        50,584     52,899
                              ------------  ---------  ------------  ---------
Segment operating income      $      2,097  $     629  $      1,678  $     366
                              ============  =========  ============  =========
</TABLE>

     Operating  income  from same store business and sports clubs decreased $1.5
million from the 12 weeks ended September 9, 1998 compared to the 12 weeks ended
September  7,  1999  primarily  due  to  increased  operating  costs  related to
increased  revenues  at  same  store  facilities  and  increased  general  and
administrative costs.

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 September 9, 1998 and September 7, 1999(dollars  in  thousands):

<TABLE>
<CAPTION>

                              Same Store Resorts      Total Resorts
                              -------------------  -------------------
                                1998       1999       1998      1999
                              ---------  --------  ---------  --------
<S>                           <C>        <C>       <C>        <C>
Number of facilities                  4         4          6         5
Operating revenues            $  39,913  $ 78,012  $  40,163  $ 78,189
Operating costs and expenses     33,383    62,112     34,636    62,572
                              ---------  --------  ---------  --------
Segment operating income      $   6,530  $ 15,900  $   5,527  $ 15,617
                              =========  ========  =========  ========
</TABLE>

     Operating  revenues from total resorts increased 94.7% primarily due to the
increased  revenues  from  the  hosting  of  the  1999  U.S.  Open at Pinehurst.
Pinehurst  had  significant  revenues  for  merchandise  sales, ticket sales and
corporate  hospitality  tents  from  hosting  this  event.  Additionally,  The
Homestead  experienced  an increase in operating revenues of 31.7% primarily due
to  increased  occupancy  rates.  Operating  costs  and expenses increased 80.7%
primarily  due  to  the  increased revenues at these facilities and the costs to
produce  the  1999  U.S.  Open.

Other Operations

     Realty  operating revenues increased $3.5 million from $4.2 million for the
12  weeks of 1998 to $7.7 million for the 12 weeks of 1999, due primarily to the
sale  of  units  in  the  Owners  Club program at Hilton Head and The Homestead.


                                       12
<PAGE>


36 WEEKS ENDED SEPTEMBER 9, 1998 COMPARED TO 36 WEEKS ENDED SEPTEMBER 7, 1999

Consolidated Operations

     Operating revenues increased 20.6% to $699.5 million for the 36 weeks ended
September  7,  1999 from $580.2 million for the 36 weeks ended September 9, 1998
due  primarily  to  the  acquisition  of  the  Cobblestone properties, increased
revenues  at  Pinehurst  related to the hosting of the 1999 U.S. Open, increased
membership  and  golf  operations  revenues  at same store country club and golf
facilities,  and  increased  revenues at same store resorts. The golf operations
revenue  increase  is primarily attributable to merchandise sales from pro shops
the  Company purchased during 1998.  Operating revenues of same store properties
(i.e.,  those  for which a comparable period of activity exists, generally those
owned  for  at  least  eighteen  months  to two years) increased 15.5% to $602.2
million  for the 36 weeks ended September 7, 1999 from $521.2 million for the 36
weeks  ended  September  9,  1998.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
21.5%,  to  $594.6  million for the 36 weeks ended September 7, 1999 from $489.3
million  for  the  36 weeks ended September 9, 1998.  This increase is primarily
due  to  the  addition  of the operating costs and expenses from the Cobblestone
properties,  costs  incurred  to  prepare  and  produce the 1999 U. S. Open, and
increased  operating  costs  at same store country clubs and golf facilities and
resorts  related  to  the  increases  in  revenues  at  these  facilities.

     Selling,  general  and  administrative  expenses  increased  21.6% to $56.2
million  for  the 36 weeks ended September 7, 1999 from $46.2 million for the 36
weeks  ended  September  9,  1998  primarily  due  to  increases in expenses for
information  systems staffing, the company-wide upgrade of technology, and other
administrative  costs.

     Income  from  operations  before  extraordinary item for the 36 weeks ended
September  7,  1999  decreased  to  $6.1  million  from $14.4 million due to the
recognition of a $13.5 million impairment loss, before tax effect, on long-lived
assets  (see  below).  Without  the  effect of this impairment loss, income from
operations  before  extraordinary item would have increased to $14.9 million for
the 36 weeks ended September 7, 1999 due primarily to the hosting of the 1999 U.
S.  Open offset by an increase in interest expense.  In addition, gain (loss) on
divested  properties  was a loss of ($5.3) million in 1998 compared to a gain of
$1.7  million in 1999.  The increase in interest expense of $7.6 million for the
36  weeks  ended  September  7,  1999  was  primarily  due  to  the  increase in
outstanding  debt  partially  offset by a lower interest rate on the outstanding
debt  during  the  period than was applicable on long-term borrowings during the
same  period  in  1998.

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 facility segment for the
36  week  periods  ended  September  9,  1998  and September 7, 1999 (dollars in
thousands):

<TABLE>
<CAPTION>

                                   Same Store               Total
                                  Country Club           Country Club
                                    and Golf               and Golf
                                   Facilities             Facilities
                              ---------------------  ---------------------
                                 1998        1999       1998        1999
                              -----------  --------  -----------  --------
<S>                           <C>          <C>       <C>          <C>
Number of facilities                   95        95          109       127
Operating revenues            $   255,013  $270,098  $   263,870  $313,075
Operating costs and expenses      210,372   229,206      219,222   270,870
                              -----------  --------  -----------  --------
Segment operating income      $    44,641  $ 40,892  $    44,648  $ 42,205
                              ===========  ========  ===========  ========
</TABLE>


                                       13
<PAGE>

     Operating  revenues  from  total country club and golf facilities increased
18.6%  due  primarily  to  the  addition  of  the  Cobblestone properties and an
increase  in  revenues  at  same store facilities.  Operating revenues from same
store  country  club  and  golf facilities increased 5.9% for the 36 weeks ended
September  7,  1999 from the 36 weeks ended September 9, 1998 principally due to
increases  in  golf  operations  revenue  and  membership  revenue.  The  golf
operations revenue increase is due primarily to merchandise sales from pro shops
the  Company  purchased  during  1998.  Operating  costs and expenses from total
country  club  and golf facilities increased 23.6% due primarily to the addition
of  the operating costs and expenses of the Cobblestone properties and increased
operating  costs  related  to  increased  revenues  at  same  store  facilities.

Business and Sports Clubs (formerly City Clubs)

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's business and sports club segment for the 36
week  periods  ended  September  9,  1998  and  September  7,  1999  (dollars in
thousands):

<TABLE>
<CAPTION>

                                Same Store Business       Total Business
                                 and Sports Clubs        and Sports Clubs
                              ----------------------  ----------------------
                                 1998        1999        1998        1999
                              -----------  ---------  -----------  ---------
<S>                           <C>          <C>        <C>          <C>
Number of facilities                   85         85           95         90
Operating revenues            $   160,446  $ 164,039  $   169,712  $ 172,101
Operating costs and expenses      147,637    155,962      157,343    164,559
                              -----------  ---------  -----------  ---------
Segment operating income      $    12,809  $   8,077  $    12,369  $   7,542
                              ===========  =========  ===========  =========
</TABLE>

     Operating  income from total business and sports clubs decreased 39.0% from
September  9,  1998  to  September  7,  1999,  primarily  due  to a nonrecurring
adjustment  of  $4.0  million  during  the  36  weeks  ended  September 9, 1998.
Excluding  the  effect  of  this  item, operating income from total business and
sports  clubs  would  have decreased $0.8 million or 9.9% for the 36 weeks ended
September  7,  1999  from  the 36 weeks ended September 9, 1998 primarily due to
increased  operating  costs  related to increased revenues and increased general
and  administrative  costs.

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 36 week periods ended
September  9,  1998  and  September  7,  1999  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                             Same Store Resorts       Total Resorts
                                           -----------------------  ------------------
                                               1998        1999       1998      1999
                                           ------------  ---------  --------  --------
<S>                                        <C>           <C>        <C>       <C>
Number of facilities                                 4          4          6         5
Operating revenues                         $   105,708   $168,013   $113,414  $174,097
Operating costs and expenses                    94,021    144,707    102,736   149,805
Impairment loss from assets
     to be held and used                             -     13,483          -    13,483
                                           ------------  ---------  --------  --------
Segment operating income                   $    11,687   $  9,823   $ 10,678  $ 10,809
                                           ============  =========  ========  ========

Lodging data:
Room nights available                          322,231    333,615
Occupancy rate                                    49.9%      53.7%
Average daily room rate per occupied room  $       168   $    173
Average daily revenue per occupied room    $       658   $    775
</TABLE>


                                       14
<PAGE>

     Operating  revenues from total resorts increased 53.5% primarily due to the
increased  revenues  from Pinehurst principally due to merchandise sales, ticket
sales  and  corporate hospitality tents during the hosting of the 1999 U.S. Open
as  well  as improved pricing on golf and lodging in connection with the hosting
of the event.  Additionally, the increase is attributable to the increase of 3.8
percentage  points  in  the  occupancy  rate,  primarily  at  The  Homestead.

     Included  in  1999  same  store  resorts'  segment  operating  income is an
impairment of long-lived assets at Daufuskie Island Club and Resort, referred to
as "Daufuskie".  In  1996, ClubCorp  purchased  Daufuskie  for assumption of its
liabilities  of  $4.5  million  and  had invested an additional $15.3 million in
capital  expenditures  as  of  September  7, 1999.  Excluding the effect of this
impairment  loss,  Daufuskie  had operating losses of approximately $4.5 million
and $4.1 million for the 36 weeks ended September 9, 1998 and September 7, 1999,
respectively.  ClubCorp  assessed the recoverability of the long-lived assets by
determining  whether  such  assets  could  be  recovered  over  their  remaining
estimated life through estimated future cash flows.  Fair value, for purposes of
calculating  any  impairment,  was measured based on discounted estimated future
cash  flows  using  a  risk-adjusted discount rate.  An impairment loss of $13.5
million was recognized for the 36 weeks ended September 7, 1999 related to these
long-lived  assets.  These  losses  are  reported  separately  as a component of
operating  income in the Company's Consolidated Financial Statements.  If events
or  circumstances  change  in  the future, additional impairment losses could be
recognized.

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  properties,  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 and long-term debt.
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
3.8%  to  7.1%  of  operating  revenues  during  the  last three years.  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 properties are expected to require
capital  expenditures  of  approximately  $59.4 and $64.0 million, respectively,
over the next two years to be financed with external financing of ClubCorp, Inc.
and  cash  flows  from  operations.


                                       15
<PAGE>

     At  September  7,  1999,  the  Company  exceeded the maximum leverage ratio
allowable at the end of each quarter as defined in the $300.0 million and $200.0
million  credit  facility  agreements.  On  September  24,  1999,  the  Company
finalized a comprehensive refinancing agreement with a group of banks to replace
these  facilities  with  a  combined $650.0 million senior credit facility.  The
Company's  obligations under this combined facility are guaranteed by certain of
its  subsidiaries  and  secured by stock pledges of certain of its subsidiaries.
The  interest rate is typically determined using a LIBOR-based pricing matrix as
defined  in  the agreement.  The Company used the combined facility to refinance
approximately  $519.1  million  in  existing  debt,  consisting primarily of the
amounts  outstanding under the $300.0 million and $200.0 million credit facility
agreements.  The  Company  intends  to  use  the  facility  to  finance  future
acquisitions,  capital  expansions  at  existing  facilities and working capital
needs.  This  combined  facility  includes  the  following: (i) a $350.0 million
revolving  credit  facility  which  matures on September 24, 2004, (ii) a $100.0
million  Facility  A  Term  Loan which matures on September 24, 2004 and (iii) a
$200.0 million Facility B Term Loan which matures on March 24, 2007.  The amount
outstanding  under the revolving credit facility, including letters of credit of
$11.1  million, was $256.4 million as of October 18, 1999 at an interest rate of
LIBOR  plus  150  basis  points.  As  of  the  same  date, $100.0 million of the
Facility  A  Term  Loan  and  $200.0  million  of  the Facility B Term Loan were
outstanding, at interest rates of LIBOR plus 200 basis points and LIBOR plus 300
basis points, respectively.


YEAR 2000 READINESS DISCLOSURE

     Many  computer software applications and computer operating programs do not
properly  recognize  calendar dates beginning in the year 2000. This recognition
failure  could cause computers to shut down or provide incorrect information. We
rely  extensively  on computer systems to monitor and coordinate our operations.
In  addition,  non-computer  systems  and  functions  such as elevators, climate
control  systems  and  security  systems  can be affected similarly by year 2000
issues.  If  our  computer  or  other  systems  cease  to  function, or function
improperly,  for  a  significant  period,  it  is likely that our operations and
financial  results  would  be  adversely  affected.

     Our  Year 2000 Efforts are Combined with Our Company Wide IT System Upgrade

     We  have  commenced  a  company  wide  upgrade  of our computer systems and
accounting  systems  and  are  replacing  our  accounting systems with an Oracle
system.  Part  of  our  year 2000 IT System remedial process includes end to end
testing of the new systems to validate that these systems are year 2000 ready as
warranted.  In  conjunction with the ClubCorp project installation team, EDS has
been  retained  to  coordinate  this  end  to  end  testing.

     State  of  Readiness

         Assessment

     The  year 2000 issue affects IT Systems and Non-IT Systems. We use the term
"IT  Systems" to mean information technology systems that we use in our business
including  accounting,  data  processing,  time  management,  and  point-of-sale
systems  that  use  computer  equipment and software.  While we have commenced a
company-wide upgrade of our computer systems that is designed to address many of
our  internal  year  2000  issues  for our IT Systems, the entire upgrade is not
expected  to  be  completed  until  the  end  of 2000.  IT Systems  that are not
expected  to  be  upgraded  by  2000 are being reprogrammed to address year 2000
issues.  EDS  is  leading  the  initiative  to  remediate  and  then to test the
reprogrammed  systems  to  ensure  that  our  IT Systems are year 2000 ready. We
expect  that  the  reprogramming testing will be completed during November 1999.
"Non-IT Systems", such as elevators and other machinery, also may be affected by
the  year  2000  issue  as  a  result  of  embedded  chip  technology,  such  as
microprocessors  and  other  factors.


                                       16
<PAGE>

     IT System Remedial Initiative

     As  described above, we have upgraded or replaced hardware that is not year
2000  ready,  upgraded  purchased  software to year 2000 compliant releases, and
remediated  internally  developed  software.  We  believe  we  have  completed a
substantial portion of the work necessary to make our existing systems year 2000
ready.  The  effort  to finish the testing of the existing hardware and software
is  being  led  by  EDS with significant involvement by ClubCorp employees.  The
principal remediation effort involved recompiling existing programs using a year
2000 compliant compiler.  Modifications to the software and unit testing that we
believe will address year 2000 issues are completed and we expect system testing
to  be  completed  during November 1999. If the remediation of existing hardware
and  software systems is inadequate or is not completed in a timely manner, year
2000  issues could have a material adverse effect on our operations and results.

     Non-IT Remedial Initiative

     We  have  evaluated  our  critical  Non-IT Systems and believe that we have
systems  and  functions  that are mission critical including, but not limited to
the  following:  fire/life  safety  systems,  electrical  systems, communication
systems,  air-conditioning/heating  systems,  security  controls,  vertical
transportation  systems,  voice grade communication systems, facility management
systems,  hotel  management  systems  and  restaurant equipment.  In addition to
remediation,  contingency  planning  will be performed system-wide prior to year
end.

     Third Party Initiative

     We  have  undertaken  an  initiative to assess the potential impact of year
2000  issues  on  our  significant  vendors,  suppliers,  landlords  and  other
third-party  relationships,  and the potential resulting impact on our business,
including  vendors  of mission significant systems and functions.  We compiled a
list  of  significant  relationships  and mailed letters to these critical third
parties  to  assess  the risk of a disruption in service and the extent to which
such  a disruption would affect our operations. Substantially, all responses and
research has been completed and no significant matters were noted.  However, the
information  contained  in  a number of the responses and the research materials
were  generic in nature and did not specifically address the stage of their year
2000  initiatives.  The  Company  will  continue  seeking  alternate  vendors in
advance  of  December  31,  1999  in  the  event  satisfactory responses are not
received and ensure that contingency actions plans are in place.

     While  management  does  not  believe it directly depends, to a significant
extent,  on any third party's computer systems or ability to operate in general,
there  can be no assurance that year 2000 problems encountered by companies with
whom  we  do  business  will  be  resolved in a timely manner or that such other
companies'  failure  to  resolve such problems would not have a material adverse
effect  on  ClubCorp.

     Costs

     We  estimate  that the cost of our specific Year 2000 compliance efforts of
upgrading  current  systems  and  purchased  software,  remediating  internally
developed  software,  testing  non-IT  systems  and contingency planning will be
approximately $2.3 million.  This includes estimated expenditures for additional
personnel, attorneys and consultants in our Year 2000 efforts.  As of October 5,
1999,  $1.4  million  had  been  expensed  relating  to  these  projects.

     Risks

In  a  reasonably  likely  worst  case  scenario, our remediation of existing IT
Systems  and  Non-IT  equipment may not be completed in a timely manner, or year
2000  problems  of  significant  third  parties  may not be resolved in a timely
manner. Such worst case scenarios could involve loss of revenues relating to the
loss  of business as a result of our inability to operate our facilities through
hardware,  software  or  equipment  failures  due  to  year  2000  problems.


                                       17
<PAGE>

     Contingency Plans

     We  have  developed  contingency plans as a part of our efforts to identify
and  correct  year  2000  problems.  These  plans  are being communicated to all
operating  units  with  testing to be finalized by the end of the year.  Many of
our  operations  have  contingency  plans in place for natural disasters such as
earthquakes,  floods,  hurricanes  and  the like, which are a basis for our year
2000  contingency  plans.  These plans may also include short term use of backup
equipment  and  software, increased work hours for ClubCorp personnel and/or use
of  contract personnel and/or orderly shut down of the buildings and/or clubs on
December  31,  1999  and  January  1, 2000 in order to perform tests of critical
systems.

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  (including  statements  regarding  the expected restructuring of the
Company's  credit  agreements),  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  29,  1998.

          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 tax changes, and 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.

     The  Financial  Accounting Standards Board issued SFAS 121, "Accounting for
the  Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed
Of".  SFAS  121  requires, among other things, that long-lived assets to be held
and  used  by an entity be reviewed for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  The  Company routinely reviews all long-lived assets for potential
impairment  by  determining whether they could be recovered over their remaining
life  through  estimated  future  cash  flows.  Fair  value,  for  purposes  of
calculating  any  impairment,  is  measured based on discounted estimated future
cash  flows  using  a  risk-adjusted  discount  rate.  For  the  36  weeks ended
September  7,  1999,  an  impairment  loss  of  $13.5  million  relating  to the
long-lived assets at Daufuskie was recognized.  This impairment loss is reported
separately  as  a  component  of  operating income in the Company's Consolidated
Financial  Statements.  If  events  or  circumstances  change  in  the  future,
additional  impairment  losses  could  be  recognized.


                                       18
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The  Company  is  exposed  to  interest  rate  changes and foreign currency
fluctuations.  The  interest  rate  exposure  is principally attributable to the
Company's combined $650.0 million senior  credit facility which was finalized on
September  24,  1999,  in  which  interest  is  typically  determined  using  a
LIBOR-based  pricing  matrix  as  defined in the agreement and is comprised of a
$350.0  million  revolving  credit  facility,  the  Facility A Term Loan and the
Facility  B  Term  Loan  ($245.3  million,  $100.0  million  and $200.0 million,
respectively,  outstanding  at  October  18,  1999).  This  credit  facility was
entered  into  primarily  to  refinance  the  existing  debt,  to finance future
acquisitions,  to finance capital expansions at existing facilities, and working
capital  needs.  The  Company  uses financial instruments, principally swaps, to
manage its interest rate exposure on $139.5 million of the borrowings under this
credit  facility.  The  Company  does not enter into derivative or interest rate
transactions  for  speculative  or  trading  purposes.

     There  have  been  no  changes  in the notional amounts, pay rates, receive
rates  or  maturity  dates  of  the interest rate swap agreements outstanding at
December  28,  1998.  As of September 7, 1999, the mark-to-market value of these
interest  rate  swap  agreements  has  increased  to  $3.0  million from a total
negative  mark-to-market  value  of  $2.9  million  as of December 29, 1998 as a
result  of  the increase in market interest rates.  This incorporates only those
exposures that exist as of September 7, 1999, and does not consider exposures or
positions  that have arisen after that date.  Moreover, because firm commitments
are  not  presented  herein,  the  information  presented has limited predictive
value.  As  a  result, the Company's ultimate realized gain or loss with respect
to interest rate fluctuations will depend on the exposures that arise during the
period,  the  Company's  hedging  strategies  at  that time, and interest rates.


                                       19
<PAGE>

PART II. OTHER INFORMATION

<TABLE>
<CAPTION>

<S>      <C>
Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits
               4.3* - Certificate of Incorporation of ClubCorp, Inc.
              10.1  - Form of First Amendment and Restated Credit Agreement among
                        ClubCorp, Inc. and Certain Lenders for $650,000,000 dated
                        September 24, 1999
              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
</TABLE>


*  Incorporated  by reference to the Company's Post-Effective Amendment No. 1 to
Form  S-8  (Registration  Nos.  33-89818,  33-96568,  333-08041  and 333-57107)


                                        20
<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 21, 1999                        By:  /s/James P. McCoy, Jr.
       ----------------                             ----------------------
                                                    James P. McCoy, Jr.
                                                    Chief Financial Officer
                                                    (chief accounting officer)


                                       21
<PAGE>