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


                                    FORM 10-Q

                               __________________

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

                  For the quarterly period ended March 23,1999


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


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


                   DELAWARE                                75-2626719
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification no.)

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




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

               Former name, former address and former fiscal year,
                       if changed since last report:  NONE


Indicate  by  check  mark  whether  the  registrant:  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes   X   No
                                                      ---     ---

The  number  of  shares of the Registrant's Common Stock outstanding as of March
23, 1999 was 85,242,342.

<PAGE>


                                 CLUBCORP, INC.

                                      INDEX


Part I.  FINANCIAL INFORMATION

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

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

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults Upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K



                          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 March 23, 1999 and March 25, 1998 and the related
consolidated  statements  of  operations, stockholders' equity and comprehensive
income  and  cash  flows for the twelve weeks ended March 23, 1999 and March 25,
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
April  30,  1999

<PAGE>


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


<TABLE>
<CAPTION>


                                                         March 25,    December 29,    MARCH 23,
                    Assets                                 1998           1998          1999
                    ------                              -----------  --------------  -----------
<S>                                                     <C>          <C>             <C>
Current assets:
        Cash and cash equivalents                       $  128,665   $      72,423   $   52,255
        Membership and other receivables, net               59,288          84,915       71,068
        Inventories                                         16,415          18,082       20,961
        Other assets                                        13,786          17,587       17,011
                                                        -----------  --------------  -----------
                Total current assets                       218,154         193,007      161,295

Property and equipment, net                                690,937         751,070      777,073
Other assets                                               142,242         166,081      214,619
                                                        -----------  --------------  -----------
                                                        $1,051,333   $   1,110,158   $1,152,987
                                                        ===========  ==============  ===========

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

Current liabilities:
        Accounts payable and accrued liabilities        $   48,389   $      58,826   $   45,911
        Long-term debt - current portion                    96,294          18,633       36,086
        Other liabilities                                   90,782          97,127      118,185
                                                        -----------  --------------  -----------
                Total current liabilities                  235,465         174,586      200,182

Long-term debt                                             180,351         255,917      269,604
Other liabilities                                          108,517         109,880      103,898
Membership deposits                                         85,525          95,460       97,640

Redemption value of common stock held by benefit plan       54,521          65,279       65,751

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,003,839
   outstanding at March 25, 1998, 84,629,809
   outstanding at December 29, 1998 and 85,242,342
   outstanding at March 23, 1999                               902             902          902
Additional paid-in capital                                  10,607          11,205       15,943
Accumulated other comprehensive income (loss)                  130            (119)        (460)
Retained earnings                                          417,530         445,770      442,916
Treasury stock                                             (42,215)        (48,722)     (43,389)
                                                        -----------  --------------  -----------
                Total stockholders' equity                 386,954         409,036      415,912
                                                        $1,051,333   $   1,110,158   $1,152,987
                                                        ===========  ==============  ===========
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>


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


<TABLE>
<CAPTION>


                                                                           Twelve Weeks Ended
                                                                        ------------------------
                                                                         March 25,    MARCH 23,
                                                                           1998         1999
                                                                        -----------  -----------
<S>                                                                     <C>          <C>
Operating revenues                                                      $  171,848   $  181,471
Operating costs and expenses                                               153,199      162,779
Selling, general and administrative expenses                                13,746       15,951
                                                                        -----------  -----------

Operating income                                                             4,903        2,741

Gain on divestitures and sales of assets                                       346          289
Interest and investment income                                               2,149        1,932
Interest expense                                                            (7,495)      (7,153)
                                                                        -----------  -----------

Loss from operations before income tax provision and minority interest         (97)      (2,191)

Income tax provision                                                          (294)        (191)

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

Net loss                                                                $     (662)  $   (2,382)
                                                                        ===========  ===========



Basic and diluted loss per share                                        $     (.01)  $     (.03)
                                                                        ===========  ===========
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>


CLUBCORP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Twelve Weeks Ended March 25, 1998 and March 23, 1999
(Dollars in thousands, except share amounts)
(Unaudited)


<TABLE>
<CAPTION>

                                                  Common stock (100,000,000 shares
                                                authorized, par value $.01 per share)
                                             -------------------------------------------
                                                                                                         Accumulated
                                                          Treasury                        Additional        Other
                                               Shares      Stock       Shares      Par      Paid-in     Comprehensive    Retained
                                               Issued      Shares    Outstanding  Value     Capital     Income (Loss)    Earnings
                                             ----------  ----------  -----------  ------  -----------  ---------------  ----------
<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  $          260   $ 419,061
Comprehensive loss:
    Net loss                                          -          -             -       -            -               -        (662)
    Foreign currency translation adjustment           -          -             -       -            -            (130)          -

        Total comprehensive loss
Change in redemption value of common
  stock held by benefit plan                          -          -             -       -            -               -        (869)
                                             ----------  ----------  -----------  ------  -----------  ---------------  ----------
Balances at March 25, 1998                   90,219,408  5,215,569    85,003,839  $  902  $    10,607  $          130   $ 417,530
                                             ==========  ==========  ===========  ======  ===========  ===============  ==========

Balances at December 29, 1998                90,219,408  5,589,599    84,629,809     902       11,205            (119)    445,770
STOCK ISSUED IN CONNECTION WITH:
    ACQUISITION                                       -   (597,533)      597,533       -        4,717               -           -
    EXERCISE OF STOCK OPTIONS                         -    (15,000)       15,000       -           21               -           -
COMPREHENSIVE LOSS:
    NET LOSS                                          -          -             -       -            -               -      (2,382)
    FOREIGN CURRENCY TRANSLATION ADJUSTMENT           -          -             -       -            -            (341)          -

        TOTAL COMPREHENSIVE LOSS
CHANGE IN REDEMPTION VALUE OF COMMON
  STOCK HELD BY BENEFIT PLAN                          -          -             -       -            -               -        (472)
                                             ----------  ----------  -----------  ------  -----------  ---------------  ----------
BALANCES AT MARCH 23, 1999                   90,219,408  4,977,066    85,242,342  $  902  $    15,943  $         (460)  $ 442,916
                                             ==========  ==========  ===========  ======  ===========  ===============  ==========



                                                              Total
                                              Treasury    Stockholders'
                                               Stock         Equity
                                             ----------  ---------------
<S>                                          <C>         <C>
Balances at December 31, 1997                $ (42,215)  $      388,615
Comprehensive loss:
    Net loss                                         -             (662)
    Foreign currency translation adjustment          -             (130)
                                                         ---------------
        Total comprehensive loss                                   (792)
Change in redemption value of common
  stock held by benefit plan                         -             (869)
                                             ----------  ---------------
Balances at March 25, 1998                   $ (42,215)  $      386,954
                                             ==========  ===============

Balances at December 29, 1998                  (48,722)  $      409,036
STOCK ISSUED IN CONNECTION WITH:
    ACQUISITION                                  5,202            9,919
    EXERCISE OF STOCK OPTIONS                      131              152
COMPREHENSIVE LOSS:
    NET LOSS                                         -           (2,382)
    FOREIGN CURRENCY TRANSLATION ADJUSTMENT          -             (341)
                                                         ---------------
        TOTAL COMPREHENSIVE LOSS                                 (2,723)
CHANGE IN REDEMPTION VALUE OF COMMON
  STOCK HELD BY BENEFIT PLAN                         -             (472)
                                             ----------  ---------------
BALANCES AT MARCH 23, 1999                   $ (43,389)  $      415,912
                                             ==========  ===============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                      Twelve Weeks Ended
                                                                                   ------------------------
                                                                                    March 25,    MARCH 23,
                                                                                      1998         1999
                                                                                   -----------  -----------
<S>                                                                                <C>          <C>
Cash flows from operations:
        Net loss                                                                   $     (662)  $   (2,382)
        Adjustments to reconcile net loss to cash flows provided from operations:
                Depreciation and amortization                                          11,921       13,508
                Gain on divestitures and sales of assets                                 (346)        (289)
                Minority interest in net income of subsidiaries                           271            -
                Equity in earnings of affiliates                                          (17)        (643)
                Amortization of discount on membership deposits                         1,573        1,799
                Decrease in real estate held for sale                                   2,449          268
                Decrease in membership and other receivables, net                      12,384       14,159
                Decrease in accounts payable and accrued liabilities                   (9,238)     (12,904)
                Net change in deferred membership revenues                              3,631       (1,142)
                Other                                                                   6,318        9,089
                                                                                   -----------  -----------
                            Cash flows provided from operations                        28,284       21,463

Cash flows from investing activities:
        Additions to property and equipment                                           (18,611)     (26,130)
        Development of new facilities                                                    (905)        (914)
        Development of real estate ventures                                            (1,168)        (736)
        Acquisition of facilities                                                      (3,037)     (22,210)
        Investment in affiliates                                                            -      (23,002)
        Other                                                                           2,670        5,273
                                                                                   -----------  -----------
                            Cash flows used by investing activities                   (21,051)     (67,719)

Cash flows from financing activities:
        Borrowings of long-term debt                                                   44,441       33,167
        Repayments of long-term debt                                                  (25,003)      (7,463)
        Membership deposits received, net                                                 575          232
        Treasury stock transactions, net                                                    -          152
                                                                                   -----------  -----------
                            Cash flows provided from financing activities              20,013       26,088
                                                                                   -----------  -----------

Total net cash flows                                                                   27,246      (20,168)
                                                                                   -----------  -----------
Cash and cash equivalents at beginning of period                                      101,419       72,423
                                                                                   -----------  -----------
Cash and cash equivalents at end of period                                         $  128,665   $   52,255
                                                                                   ===========  ===========
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<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 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  March 25, 1998 and March 23, 1999 and the consolidated results
of operations and cash flows for the twelve weeks ended March 25, 1998 and March
23, 1999, respectively. Interim results are not necessarily indicative of fiscal
year  performance  because  of the impact of seasonal and short-term variations.

Earnings  per  share
--------------------
Earnings  per  share  is  computed  using  the weighted average number of shares
outstanding  of  85,423,641  and 85,142,753 for basic for the twelve weeks ended
March  25,  1998  and  March 23, 1999, respectively.  The potential common stock
equivalents  for  options  to  purchase  common  stock of 866,478 shares for the
twelve  weeks  ended  March  25,  1998 and 1,484,707 shares for the twelve weeks
ended  March  23,  1999 are antidilutive due to the net losses for the quarters.

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  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging Activities" which establishes accounting and reporting
standards  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, 1999.  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  2000  Consolidated  Financial  Statements.

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


NOTE  2.  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 facilities (formerly City clubs) and Resorts.
Financial  information  for  the  segments is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                            Twelve Weeks Ended
                                         ------------------------
                                          March 25,    MARCH 23,
                                            1998         1999
                                         -----------  -----------
<S>                                      <C>          <C>
Operating revenues:
    Country club and golf facilities     $   73,247   $   82,355
    Business and sports facilities           57,289       58,441
    Resorts                                  27,509       33,228
                                         -----------  -----------
        Total operating revenues
            for reportable segments         158,045      174,024
    Other operations                          7,695        3,303
    Corporate services and eliminations       6,108        4,144
                                         -----------  -----------
        Consolidated operating revenues     171,848      181,471
                                         ===========  ===========

Operating income:
    Country club and golf facilities          8,342       11,968
    Business and sports facilities            2,384        3,166
    Resorts                                  (3,907)      (2,867)
                                         -----------  -----------
        Total operating income
            for reportable segments           6,819       12,267
    Other operations                          1,719       (1,233)
    Corporate services and eliminations      (3,635)      (8,293)
                                         -----------  -----------
        Consolidated operating income    $    4,903   $    2,741
                                         ===========  ===========
</TABLE>


NOTE  3.  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.


NOTE  4.  SUBSEQUENT  EVENTS
----------------------------
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., in 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.  Three facilities remain in the
LLC  of  which two will be acquired by ClubCorp and one will be acquired by NGP.
ClubCorp  purchased  23  premier golf facilities, including two remaining in the
LLC,  for  approximately  $207,000,000.  The  acquisition  was  financed  with a
$200,000,000  credit  agreement  guaranteed by certain subsidiaries of ClubCorp,
Inc.  In  the Consolidated Statement of Cash Flows, deposits for the acquisition
of  approximately  $21,200,000  are included as cash paid for the acquisition of
facilities.

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.  In addition, pursuant to a stock purchase agreement, ClubCorp intends
to  acquire,  for  approximately  $15,000,000, a 50% interest in ClubLink's U.S.
golf  holdings,  which include loans to or investments in, GolfSouth LLC and the
Links  Group,  Inc.


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

     The  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 in any way to reduce the
legal  distinctions  between  the  subsidiaries  or  between  ClubCorp  and  its
subsidiaries.

     The  following  discussion of the Company's financial condition and results
of operations for the 12 weeks ended March 23, 1999 and March 25, 1998 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.


RESULTS OF OPERATIONS

12 WEEKS ENDED MARCH 23, 1999 COMPARED TO 12 WEEKS ENDED MARCH 25, 1998

Consolidated Operations

     Operating  revenues increased 5.6% to $181.5 million for the 12 weeks ended
March  23,  1999  from  $171.8 million for the 12 weeks ended March 25, 1998 due
primarily  to  higher  occupancy rates at resorts and volume increases at mature
country  clubs  and golf facilities.  These increases in revenues were offset by
decreases  in  sales  of  real  estate  held  for  sale  for the 12 week period.
Operating  revenues  of  mature  properties  (i.e., those for which a comparable
period of activity exists, generally those owned for at least eighteen months to
two  years)  increased  9.6%  to $170.0 million for the 12 weeks ended March 23,
1999  from  $155.1  million  for  the  12  weeks  ended  March  25,  1998.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
6.3%,  to  $162.8  million  for  the  12  weeks ended March 23, 1999 from $153.2
million  for the 12 weeks ended March 25, 1998, principally reflecting increases
at mature country clubs and golf facilities and resorts related to the increases
in  revenues  at  these  facilities.

     Selling,  general  and  administrative  expenses  increased  16.8% to $16.0
million  for  the  12  weeks ended March 23, 1999 from $13.7 million  for the 12
weeks  ended  March  25, 1998 primarily due to planned increases in expenses for
information  systems staffing, the company-wide upgrade of technology, and other
administrative  costs.


SEGMENT AND OTHER INFORMATION

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 12 week periods ended
March  25,  1998  and  March  23,  1999  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                     Mature Resorts       Total Resorts
                                  -------------------  -----------------
                                    1998      1999       1998      1999
                                  --------  ---------  --------  ---------
<S>                               <C>       <C>        <C>       <C>
Number of facilities                    5          5         7          5
    Operating revenues            $26,187   $ 33,228   $27,509   $ 33,228
    Operating costs and expenses   29,986     36,095    31,416     36,095
                                  --------  ---------  --------  ---------
    Segment operating income      $(3,799)  $ (2,867)  $(3,907)  $ (2,867)
                                  ========  =========  ========  =========
</TABLE>

     Operating  revenues  from mature resorts increased 26.9% due to an increase
of  11.1  percentage  points  in  the occupancy rate, primarily at Homestead and
Pinehurst, and a 5.2% increase in the average daily room rate per occupied room.
Pinehurst  continued  to  experience significant increases in operating revenues
which the Company believes are attributable to its hosting of the 1999 U.S. Open
in  June  of  this  year.

Country Club and Golf Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data for the Company's country club and golf facility segment for the
12  week periods ended March 25, 1998 and March 23, 1999 (dollars in thousands):

<TABLE>
<CAPTION>

                                      Mature Country         Total Country
                                         Club and               Club and
                                      Golf Facilities        Golf Facilities
                                  ----------------------  --------------------
                                    1998        1999       1998       1999
                                  ---------  -----------  -------  -----------
<S>                               <C>        <C>          <C>      <C>
Number of facilities                    103          103      108          112
    Operating revenues            $  73,175  $    80,276  $73,247  $    82,355
    Operating costs and expenses     64,599       68,790   64,905       70,387
                                  ---------  -----------  -------  -----------
    Segment operating income      $   8,576  $    11,486  $ 8,342  $    11,968
                                  =========  ===========  =======  ===========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
12.4%  due primarily to an increase in revenues at mature facilities.  Operating
revenues  from mature country club and golf facilities increased 9.7% for the 12
weeks  ended  March  23,  1999  from  the  12  weeks ended March 25, 1998 due to
increases  in  golf  operations  revenue  and  membership  revenue.  The  golf
operations  revenue  increase  is primarily merchandise sales from pro shops the
Company  purchased  during  1998  at  mature  facilities.


Business & Sports Facilities (formerly City Clubs)

     The  following  table  presents  certain  summary  financial data and other
operating data for the Company's business and sports facility segment for the 12
week  periods  ended  March  25, 1998 and March 23, 1999 (dollars in thousands):

<TABLE>
<CAPTION>

                                    Mature Business &    Total Business &
                                    Sports Facilities    Sports Facilities
                                  --------------------  --------------------
                                   1998       1999       1998       1999
                                  -------  -----------  -------  -----------
<S>                               <C>      <C>          <C>      <C>
Number of facilities                   89           89       93           94
    Operating revenues            $55,674  $    56,542  $57,289  $    58,441
    Operating costs and expenses   52,469       53,490   54,905       55,275
                                  -------  -----------  -------  -----------
    Segment operating income      $ 3,205  $     3,052  $ 2,384  $     3,166
                                  =======  ===========  =======  ===========
</TABLE>

               Operating  income  from  total  business  and  sports  facilities
increased  32.8%  from  March  25,  1998  to  March  23, 1999 primarily due to a
decrease  in  start-up  and  pre-opening  expenses at development facilities and
divestitures  of  under  performing  facilities  during  1998.


Other Operations

     Realty  operating revenues decreased $5.1 million from $6.3 million for the
12  weeks  of  1998  to  $1.2 million for the 12 weeks of 1999, due primarily to
decreases  in  sales  of  land  held for resale in Colorado and California.  The
decrease  in  sales  resulted in a $2.3 million decrease in operating income for
the  12  weeks  ended  March  23,1999.


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.  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 also have 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)  and acquisition or development of new facilities and investments in
joint  ventures.  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 facilities.  Development of the Company's new facilities
and  planned  expansions  at existing properties are expected to require capital
expenditures  of  approximately  $77.0 and $61.8 million, respectively, over the
next two years to be financed with external financing of ClubCorp, Inc. and cash
flows  from  operations

     As  is  more fully described in the Company's Form 10-K for the fiscal year
ended December 29, 1998, the Company has committed to provide updated technology
to  all  of  its  facilities.  Completion  of  the technology upgrade, including
conversion  of  the existing software, is expected to require approximately $6.0
to  $12.0 million in additional expenditures, of which $4.0 to $9.0 million will
be  capitalized.  The  Company  expects  to  fund  these additional expenditures
through cash flows from operations and capital leases with a bank over a four to
five  year  period.

     On  March  31, 1999, ClubCorp, along with American Golf Corporation ("AGC")
and  National  Golf  Partnership,  L.P.  ("NGP"),  consummated  the  purchase of
Meditrust  Golf  Group,  Inc., Meditrust Golf Group II, Inc. and The Cobblestone
Golf  Companies, Inc. pursuant to a stock purchase agreement for an aggregate of
$391.0 million.  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 by the special purpose LLC were divided between certain subsidiaries of
ClubCorp  and  NGP and transferred out of the special purpose LLC.  Remaining in
the  LLC  are  two  facilities 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.  ClubCorp purchased 23 premier
golf  facilities,  including  the  two  remaining  in the LLC, located in Texas,
Georgia,  Florida,  California  and  North  Carolina,  for  approximately $207.0
million.  ClubCorp  financed  this  acquisition  with a $200.0 million five-year
credit  agreement.  Certain of its subsidiaries guarantee ClubCorp's obligations
under  the  credit  agreement.

     On  April  7,  1999, ClubCorp through its participation in a planned rights
offering by ClubLink Corporation of Ontario, Canada, ("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.  In  addition,  ClubCorp  intends  to  acquire a 50%
interest in ClubLink's U.S. golf holdings, which include loans to or investments
in,  GolfSouth LLC and the Links Group Inc. encompassing 33 golf courses located
primarily  in  the  eastern United States.  This purchase is expected to require
approximately  $15.0 million to be funded through cash flows from operations and
external  financing  of  ClubCorp,  Inc.


YEAR 2000 READINESS DISCLOSURE

     As  is  more fully described in the Company's Form 10-K for the fiscal year
ended  December  29,  1998,  the  Company  is modifying or replacing significant
portions  of  its  software  as  well  as  hardware  to enable operations beyond
December  31,  1999.   In  the  current year,  the Company has incurred costs of
$0.7 million for the Year 2000 project in addition to the costs of upgrading the
current  software.  See  "Liquidity  and  Capital  Resources".  Management's
assessment  of  the  risks associated with the Year 2000, estimates of the costs
involved  and  timeframes  for the completion of this project are unchanged from
that  described  in  the  1998  Form  10-K.  For  a  complete description of the
Company's Year 2000 readiness plans, see the Form 10-K for the fiscal year ended
December  29,  1998.


FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

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

     Enhanced  enrollment  and retention of members and increased utilization of
existing  facilities  by members and guests are core components of the Company's
organic  growth  strategy.  Management  believes  that providing its members and
guests  with  high  quality,  personalized  service  will  increase  demand  for
ClubCorp's  services.  The  Company  seeks  to  achieve  a  high level of member
satisfaction  by  creating  and  executing business plans for each facility. The
Company  provides incentives to club and resort managers to exceed business plan
goals  by linking their compensation to member and guest satisfaction as well as
the financial performance of the facility.  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 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


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 due to the senior revolving credit
facility  used  to  maintain  liquidity  and  fund  capital  replacements  and
discretionary  capital  expenditures.  The  Company  uses financial instruments,
principally  swaps,  to  manage  its  interest  rate  exposure  primarily  from
borrowings under its revolving credit facility.   We have no material changes to
the  disclosure  made  in  our  report  on  Form  10-K for the fiscal year ended
December  29,  1998  on  this  matter.

<PAGE>
                           PART II. OTHER INFORMATION

<TABLE>
<CAPTION>

<S>      <C>
Item 1.  Legal Proceedings - Not applicable
Item 2.  Changes in Securities and Use of Proceeds - Not applicable
Item 3.  Defaults Upon Senior Securities - Not applicable
Item 4.  Submission of Matters to a Vote of  Security Holders - Not applicable
Item 5.  Other Information - Not applicable
Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits
              10.1 -  $200,000,000 Credit Agreement Among ClubCorp, Inc. and Certain Lenders and Co-Agents dated
                      March 29, 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
         The Company filed Form 8-K, dated January 26, 1999, which included press releases announcing that the
         Company had entered into definitive agreements with respect to the transactions referred to in Note 4 to the
         Condensed Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
</TABLE>


<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:  May 6, 1999                    By:  /s/James P. McCoy, Jr.
       -----------                         --------------------------
                                           James P. McCoy, Jr.
                                           Chief Financial Officer
                                           (chief accounting officer)