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 June 15, 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 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 July 13,
1999  was  85,118,543.

<PAGE>


                                 CLUBCORP, INC.

                                      INDEX


Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements:
          Independent Accountants' Review Report
          Consolidated Balance Sheet
          Consolidated Statement of Operations3
          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 4.   Submission of Matters to a Vote of Security Holders

Item 6.   Exhibits and Reports on Form 8-K


<PAGE>


                          PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



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



The Board of Directors
ClubCorp, Inc.



We  have  reviewed  the  consolidated  balance  sheet  of  ClubCorp,  Inc.  and
subsidiaries  (ClubCorp)  as  of June 15, 1999 and June 17, 1998 and the related
consolidated statements of operations for the twelve weeks and twenty four weeks
ended June 15, 1999 and June 17, 1998 and stockholders' equity and comprehensive
income and cash flows for the twenty four weeks ended June 15, 1999 and June 17,
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
July 23, 1999


<PAGE>


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


<TABLE>
<CAPTION>

                                                         June 17,     December 29,    JUNE 15,
                     Assets                                1998           1998          1999
                     ------                             -----------  --------------  -----------
<S>                                                     <C>          <C>             <C>
Current assets:
        Cash and cash equivalents                       $   81,863   $      72,423   $   53,482
        Membership and other receivables, net               80,677          84,915      100,093
        Inventories                                         17,609          18,082       28,997
        Other assets                                        13,032          17,587       17,435
                                                        -----------  --------------  -----------
                Total current assets                       193,181         193,007      200,007

Property and equipment, net                                706,213         751,070    1,034,685
Other assets                                               153,492         166,081      204,159
                                                        -----------  --------------  -----------
                                                        $1,052,886   $   1,110,158   $1,438,851
                                                        ===========  ==============  ===========

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

Current liabilities:
        Accounts payable and accrued liabilities        $   50,193   $      58,826   $   64,729
        Long-term debt - current portion                    16,467          18,633      492,264
        Other liabilities                                   98,113          97,127      127,684
                                                        -----------  --------------  -----------
                Total current liabilities                  164,773         174,586      684,677

Long-term debt                                             240,794         255,917       61,470
Other liabilities                                          106,365         109,880      113,010
Membership deposits                                         88,328          95,460       97,193

Redemption value of common stock held by benefit plan       56,786          65,279       66,655

Stockholders' equity:
Common stock, $.01 par value, 250,000,000 shares
   authorized, 90,219,408 issued, 84,975,103
   outstanding at June 17, 1998, 84,629,809
   outstanding at December 29, 1998 and 85,128,410
   outstanding at June 15, 1999                                902             902          902
Additional paid-in capital                                  10,987          11,205       15,943
Accumulated other comprehensive income (loss)                  (94)           (119)         500
Retained earnings                                          427,069         445,770      443,795
Treasury stock                                             (43,024)        (48,722)     (45,294)
                                                        -----------  --------------  -----------
                Total stockholders' equity                 395,840         409,036      415,846
                                                        -----------  --------------  -----------
                                                        $1,052,886   $   1,110,158   $1,438,851
                                                        ===========  ==============  ===========
</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>

                                                              12 Weeks Ended          24 Weeks Ended
                                                          ----------------------  ----------------------
                                                           June 17,    JUNE 15,    June 17,    JUNE 15,
                                                             1998        1999        1998        1999
                                                          ----------  ----------  ----------  ----------
<S>                                                       <C>         <C>         <C>         <C>
Operating revenues                                        $ 211,496   $ 253,638   $ 383,344   $ 435,109
Operating costs and expenses                                164,816     209,545     318,015     372,324
Selling, general and administrative expenses                 16,582      20,180      30,328      36,131
Impairment loss from assets to be held and used                   -      13,483           -      13,483
                                                          ----------  ----------  ----------  ----------

Operating income                                             30,098      10,430      35,001      13,171

Gain (loss) on divestitures and sales of assets              (2,408)      2,650      (2,062)      2,939
Interest and investment income                                1,837       1,130       3,986       3,062
Interest expense                                             (7,376)     (9,997)    (14,871)    (17,150)
                                                          ----------  ----------  ----------  ----------

Income from operations before income tax
   provision, minority interest and extraordinary item       22,151       4,213      22,054       2,022

Income tax provision                                         (8,728)     (2,430)     (9,022)     (2,621)

Minority interest                                              (443)          -        (714)          -
                                                          ----------  ----------  ----------  ----------

Income (loss) from operations before extraordinary item      12,980       1,783      12,318        (599)

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

Net income (loss)                                         $  11,804   $   1,783   $  11,142   $    (599)
                                                          ==========  ==========  ==========  ==========


Basic and diluted earnings per share:
Income (loss) from operations before extraordinary item   $     .15   $     .02   $     .14   $    (.01)
Extraordinary item - loss on extinguishment of debt            (.01)          -        (.01)          -
                                                          ----------  ----------  ----------  ----------
Net income (loss)                                         $     .14   $     .02   $     .13   $    (.01)
                                                          ==========  ==========  ==========  ==========
</TABLE>

See accompanying condensed notes to consolidated financial statements.


<PAGE>


CLUBCORP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Twenty Four Weeks Ended June 17, 1998 and June 15, 1999
(Dollars in thousands, except share amounts)
(Unaudited)


<TABLE>
<CAPTION>

                                                  Common stock (250,000,000 shares
                                                authorized, par value $.01 per share)
                                             --------------------------------------------
                                                                                                          Accumulated
                                                          Treasury                         Additional        Other
                                               Shares      Stock        Shares      Par      Paid-in     Comprehensive
                                               Issued      Shares    Outstanding   Value     Capital     Income (Loss)
                                             ----------  ----------  ------------  ------  -----------  ---------------
<S>                                          <C>         <C>         <C>           <C>     <C>          <C>
Balances at December 31, 1997                90,219,408  5,215,569    85,003,839   $  902  $    10,607  $          260
Purchase of treasury stock                            -     90,885       (90,885)       -            -               -
Stock issued in connection with bonus plans           -    (62,149)       62,149        -          380               -
Comprehensive income:
    Net income                                        -          -             -        -            -               -
    Foreign currency translation adjustment           -          -             -        -            -            (354)

        Total comprehensive income
Change in redemption value of common
  stock held by benefit plan                          -          -             -        -            -               -
                                             ----------  ----------  ------------  ------  -----------  ---------------
Balances at June 17, 1998                    90,219,408  5,244,305    84,975,103   $  902  $    10,987  $          (94)
                                             ==========  ==========  ============  ======  ===========  ===============

Balances at December 29, 1998                90,219,408  5,589,599    84,629,809   $  902  $    11,205  $         (119)
PURCHASE OF TREASURY STOCK                            -    113,932      (113,932)       -            -               -
STOCK ISSUED IN CONNECTION WITH:
    ACQUISITION                                       -   (597,533)      597,533        -        4,717               -
    EXERCISE OF STOCK OPTIONS                         -    (15,000)       15,000        -           21               -
COMPREHENSIVE INCOME:
    NET LOSS                                          -          -             -        -            -               -
    FOREIGN CURRENCY TRANSLATION ADJUSTMENT           -          -             -        -            -             619

        TOTAL COMPREHENSIVE INCOME
CHANGE IN REDEMPTION VALUE OF COMMON
  STOCK HELD BY BENEFIT PLAN                          -          -             -        -            -               -
                                             ----------  ----------  ------------  ------  -----------  ---------------
BALANCES AT JUNE 15, 1999                    90,219,408  5,090,998    85,128,410   $  902  $    15,943  $          500
                                             ==========  ==========  ============  ======  ===========  ===============



                                                                          Total
                                              Retained    Treasury    Stockholders'
                                              Earnings     Stock         Equity
                                             ----------  ----------  ---------------
<S>                                          <C>         <C>         <C>
Balances at December 31, 1997                $ 419,061   $ (42,215)  $      388,615
Purchase of treasury stock                           -      (1,312)          (1,312)
Stock issued in connection with bonus plans          -         503              883
Comprehensive income:
    Net income                                  11,142           -           11,142
    Foreign currency translation adjustment          -           -             (354)
                                                                     ---------------
        Total comprehensive income                                           10,788
Change in redemption value of common
  stock held by benefit plan                    (3,134)          -           (3,134)
                                             ----------  ----------  ---------------
Balances at June 17, 1998                    $ 427,069   $ (43,024)  $      395,840
                                             ==========  ==========  ===============

Balances at December 29, 1998                $ 445,770   $ (48,722)  $      409,036
PURCHASE OF TREASURY STOCK                           -      (1,905)          (1,905)
STOCK ISSUED IN CONNECTION WITH:
    ACQUISITION                                      -       5,202            9,919
    EXERCISE OF STOCK OPTIONS                        -         131              152
COMPREHENSIVE INCOME:
    NET LOSS                                      (599)          -             (599)
    FOREIGN CURRENCY TRANSLATION ADJUSTMENT          -           -              619
                                                                     ---------------
        TOTAL COMPREHENSIVE INCOME                                               20
CHANGE IN REDEMPTION VALUE OF COMMON
  STOCK HELD BY BENEFIT PLAN                    (1,376)          -           (1,376)
                                             ----------  ----------  ---------------
BALANCES AT JUNE 15, 1999                    $ 443,795   $ (45,294)  $      415,846
                                             ==========  ==========  ===============
</TABLE>

See accompanying condensed notes to consolidated financial statements.


<PAGE>


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


<TABLE>
<CAPTION>

                                                                                                24 Weeks Ended
                                                                                            ----------------------
                                                                                             June 17,    JUNE 15,
                                                                                               1998        1999
                                                                                            ----------  ----------
<S>                                                                                         <C>         <C>
Cash flows from operations:
        Net income (loss)                                                                   $  11,142   $    (599)
        Adjustments to reconcile net income (loss) to cash flows provided from operations:
                Depreciation and amortization                                                  24,367      29,897
                Impairment loss from assets to be held and used                                     -      13,483
                (Gain) loss on divestitures and sales of assets                                 2,062      (2,939)
                Minority interest in net income of subsidiaries                                   714           -
                Extraordinary item - loss on extinguishment of debt                             1,810           -
                Equity in (earnings) losses of affiliates                                         188      (1,046)
                Amortization of discount on membership deposits                                 3,175       3,586
                Deferred income taxes                                                           7,310       1,607
                Decrease in real estate held for sale                                           4,590       2,465
                Increase in membership and other receivables, net                              (9,527)    (17,497)
                Increase (decrease) in accounts payable and accrued liabilities                (3,659)      6,283
                Net change in deferred membership revenues                                      9,963       9,776
                Other                                                                           1,600       6,314
                                                                                            ----------  ----------
                            Cash flows provided from operations                                53,735      51,330

Cash flows from investing activities:
        Additions to property and equipment                                                   (35,907)    (60,658)
        Development of new facilities                                                          (5,708)     (7,680)
        Development of real estate ventures                                                    (6,919)     (2,804)
        Acquisition of facilities                                                              (9,038)   (226,986)
        Investment in affiliates                                                              (15,687)    (35,886)
        Proceeds from disposition of subsidiaries and assets, net                               4,697       2,921
        Other                                                                                     484         343
                                                                                            ----------  ----------
                            Cash flows used by investing activities                           (68,078)   (330,750)

Cash flows from financing activities:
        Borrowings of long-term debt                                                          221,535     273,117
        Repayments of long-term debt                                                         (222,469)    (14,122)
        Membership deposits received, net                                                       1,210       3,237
        Treasury stock transactions, net                                                       (1,312)     (1,753)
        Dividend paid to minority shareholder of financial services segment                    (4,177)          -
                                                                                            ----------  ----------
                            Cash flows provided from (used by) financing activities            (5,213)    260,479
                                                                                            ----------  ----------

Total net cash flows                                                                          (19,556)    (18,941)
                                                                                            ----------  ----------
Cash and cash equivalents at beginning of period                                              101,419      72,423
                                                                                            ----------  ----------
Cash and cash equivalents at end of period                                                  $  81,863   $  53,482
                                                                                            ==========  ==========
</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 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  June 17, 1998 and June 15, 1999 and the consolidated results of
operations  and cash flows for the twelve weeks and twenty four weeks ended June
17,  1998  and  June 15, 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 12 weeks ended June 15, 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 June 17, 1998 and June 15, 1999
are  computed  using  the  weighted  average  number  of  shares  outstanding of
85,005,398  and  85,137,904 for basic and 86,100,933 and 86,503,474 for diluted,
respectively.  For  the twenty four weeks ended June 17, 1998 and June 15, 1999,
earnings  per  share  are  computed  using the weighted average number of shares
outstanding of 85,035,693 and 85,190,123 for basic and 86,461,292 and 86,632,856
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.

Comprehensive income
--------------------
Total  other  comprehensive  income  consisted  of  foreign currency translation
adjustments  of $(224,000) and $960,000 for the twelve weeks ended June 17, 1998
and  June  15,  1999 and $(354,000) and $619,000 for the twenty four weeks ended
June  17,  1998 and June 15, 1999, respectively.  Total comprehensive income was
$11,580,000 and $2,743,000 for the twelve weeks ended June 17, 1998 and June 15,
1999  and  $10,788,000 and $20,000 for the twenty four weeks ended June 17, 1998
and June 15, 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.  NONCOMPLIANCE OF DEBT COVENANT
---------------------------------------
The  $300,000,000  and  $200,000,000 credit facilities each contain an identical
covenant  that  fixes  a  maximum  leverage  ratio  allowable at the end of each
quarter  based  on a debt to cash flow measure as defined in the agreements.  At
June  15,  1999,  ClubCorp exceeded the maximum leverage ratio allowable by this
covenant.  The  lenders  under  each credit facility have waived compliance with
this covenant for the 12 weeks ended June 15, 1999.  However, because ClubCorp's
management  does not believe it is probable that they will be in compliance with
this  covenant  at  the  end  of  the next quarter, all $455,900,000 of the debt
outstanding  under these facilities is classified as current in the accompanying
Consolidated  Balance  Sheet.  ClubCorp's  noncompliance  with  this covenant is
attributable to increased discretionary spending, including capital expenditures
at  existing  facilities  and acquisitions.  ClubCorp is currently negotiating a
comprehensive  restructuring  of  its  bank financing arrangements with the lead
lenders  under  its  existing  credit  agreements.  ClubCorp  expects  that this
restructuring  will  permit  increased  leverage and provide increased borrowing
capacity.  ClubCorp  expects this restructuring to be complete in late September
1999.


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 six periods of 1998, ClubCorp purchased substantially all the
assets of one country club and one golf club.

During  the  first six periods of 1999, ClubCorp purchased substantially all the
assets of 25 golf facilities, including 22 from The Cobblestone Golf Group (Note
4).  The  25  facilities include ten country clubs, 13 golf clubs and two public
golf courses.

The  following unaudited proforma financial information assumes the acquisitions
occurred at the beginning of their acquisition year and the preceding year. This
proforma  summary does not necessarily reflect the results of operations as they
would  have  occurred  or  the results which may occur in the future (dollars in
thousands, except per share data):

<TABLE>
<CAPTION>

                            June 17,    JUNE 15,
                              1998        1999
                            ---------  ----------
<S>                         <C>        <C>
Operating revenues          $ 420,832  $ 449,429
                            =========  ==========

Net income (loss)           $  11,266  $  (2,530)
                            =========  ==========

Diluted earnings per share  $     .13  $    (.03)
                            =========  ==========
</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, including
two  remaining  in the LLC, for approximately $210,000,000.  The acquisition was
financed  principally  with  a  new  $200,000,000 credit agreement guaranteed by
certain  subsidiaries  of  ClubCorp,  Inc.  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.


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            24 Weeks Ended
                                                          ------------------------  ------------------------
                                                           June 17,     JUNE 15,     June 17,     JUNE 15,
                                                             1998         1999         1998         1999
                                                          -----------  -----------  -----------  -----------
<S>                                                       <C>          <C>          <C>          <C>
Operating revenues:
    Country club and golf facilities                      $   95,986   $  115,537   $  169,233   $  197,892
    Business and sports clubs                                 60,161       60,395      117,450      118,836
    Resorts                                                   45,743       62,680       73,252       95,908
                                                          -----------  -----------  -----------  -----------
        Total operating revenues for reportable segments     201,890      238,612      359,935      412,636
    Other operations                                           5,611       11,002       13,306       14,305
    Corporate services and eliminations                        3,995        4,024       10,103        8,168
                                                          -----------  -----------  -----------  -----------
        Consolidated operating revenues                      211,496      253,638      383,344      435,109
                                                          ===========  ===========  ===========  ===========

Operating income:
    Country club and golf facilities                          19,173       17,937       27,515       29,905
    Business and sports clubs                                  8,307        4,010       10,691        7,176
    Resorts                                                    9,059       (1,941)       5,152       (4,808)
                                                          -----------  -----------  -----------  -----------
        Total operating income for reportable segments        36,539       20,006       43,358       32,273
    Other operations                                            (618)       1,195        1,101          (38)
    Corporate services and eliminations                       (5,823)     (10,771)      (9,458)     (19,064)
                                                          -----------  -----------  -----------  -----------
        Consolidated operating income                     $   30,098   $   10,430   $   35,001   $   13,171
                                                          ===========  ===========  ===========  ===========

Total assets:
    Country club and golf facilities                         653,030      965,215      653,030      965,215
    Business and sports clubs                                187,169      194,394      187,169      194,394
    Resorts                                                  166,472      224,378      166,472      224,378
                                                          -----------  -----------  -----------  -----------
        Total assets for reportable segments               1,006,671    1,383,987    1,006,671    1,383,987
    Other operations                                         108,050      109,351      108,050      109,351
    Corporate services and eliminations                      (61,835)     (54,487)     (61,835)     (54,487)
                                                          -----------  -----------  -----------  -----------
        Consolidated total assets                         $1,052,886   $1,438,851   $1,052,886   $1,438,851
                                                          ===========  ===========  ===========  ===========
</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.


<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 24 weeks ended June 17, 1998 and June 15, 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 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 special purpose LLC and
divided  between subsidiaries of ClubCorp and NGP.  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.  As a result of these transactions, ClubCorp
acquired  22 golf facilities, including the two 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 new $200.0 million five-year credit agreement that is
guaranteed  by  certain  of  its  subsidiaries.

     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.


<PAGE>


RESULTS OF OPERATIONS

12 WEEKS ENDED JUNE 17, 1998 COMPARED TO 12 WEEKS ENDED JUNE 15, 1999

Consolidated Operations

     Operating revenues increased 19.9% to $253.6 million for the 12 weeks ended
June  15,  1999  from  $211.5 million for the 12 weeks ended June 17, 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",  which  began the last two days of the period, increased membership
revenue  and  increased  golf  operations  revenues. The golf operations revenue
increase  is  primarily  attributable  to  merchandise  sales from pro shops the
Company  purchased  during  1998  at  mature  facilities.  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 12.3%
to  $216.5  million for the 12 weeks ended June 15, 1999 from $192.8 million for
the  12  weeks  ended  June  17,  1998.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
27.1%,  to  $209.5  million  for  the  12  weeks ended June 15, 1999 from $164.8
million  for the 12 weeks ended June 17, 1998.  This increase is principally due
to  the  addition  of  the  operating  costs  and  expenses  of  the Cobblestone
properties,  costs  associated  with preparing and producing the 1999 U.S. Open,
and  an  increase in operating costs at mature country clubs and golf facilities
and  resorts  related  to  the  increases  in  revenues  at  these  facilities.

     Selling,  general  and  administrative  expenses  increased  21.7% to $20.2
million for the 12 weeks ended June 15, 1999 from $16.6 million for the 12 weeks
ended  June  17,  1998  primarily  due  to increases in expenses for information
systems  staffing,  the  company-wide  upgrade  of  technology,  and  other
administrative  costs.

     Income  (loss)  from  operations before extraordinary item for the 12 weeks
ended  June  15,  1999  decreased  to $1.8 million from $13.0 million due to the
recognition of a $13.5 million impairment loss, before tax effect, on long-lived
assets.  Without  the  effect  of  this  impairment  loss,  income  (loss)  from
operations  before  extraordinary item would have decreased to $10.5 million for
the  12  weeks ended June 15, 1999 due to increased operating costs and expenses
and  interest  expense.  This increase in expenses is partially offset by a gain
from  the  divestiture  of properties for the 12 weeks ended June 15, 1999.  The
increase  in  interest  expense  of $2.6 million for the 12 weeks ended June 15,
1999  is  due  to  the  increase  in  outstanding debt, primarily the new $200.0
million  credit  facility, offset by a lower interest rate on the $200.0 million
and $300.0 million credit facilities than was applicable on long-term borrowings
during  the  same  period  in  1998.

SEGMENT AND OTHER INFORMATION - 12 WEEKS

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's  resort segment  for  the  12 week periods
ended June 17, 1998 and June 15, 1999 (dollars in  thousands):


<TABLE>
<CAPTION>

                                   Mature Resorts      Total Resorts
                                 ------------------  ------------------
                                  1998      1999      1998      1999
                                 -------  ---------  -------  ---------
<S>                              <C>      <C>        <C>      <C>
Number of facilities                   5         5         6         5
Operating revenues               $44,068  $ 62,680   $45,743  $ 62,680
Operating costs and expenses      34,257    51,138    36,684    51,138
Impairment loss from assets
     to be held and used               -    13,483         -    13,483
                                 -------  ---------  -------  ---------
Segment operating income (loss)  $ 9,811  $ (1,941)  $ 9,059  $ (1,941)
                                 =======  =========  =======  =========
</TABLE>

     Operating  revenues from total resorts increased 37.0% primarily due to the
increased revenues from Pinehurst which are attributable to the higher occupancy
and  improved  pricing  prior  to  and during the hosting of the 1999 U.S. Open,
which  began  the  last  two  days  of  the  quarter.

     Included in 1999 mature resorts' segment  operating  income  (loss)  is the
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  has invested an additional $13.4 million in
capital  expenditures  as  of  June 15, 1999.  Daufuskie had operating losses of
approximately $1.1 million and $1.3 million for the 12 weeks ended June 17, 1998
and  June  15,  1999, respectively.  ClubCorp assessed the recoverability of the
long-lived  assets  by  determining  whether  they could be recovered over their
remaining 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 12 weeks ended June 15, 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.

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 June 17, 1998 and June 15, 1999 (dollars in thousands):


<TABLE>
<CAPTION>

                                     Mature                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          110       126
Operating revenues            $    91,593  $96,492  $    95,986  $115,537
Operating costs and expenses       72,253   78,700       76,813    97,600
                              -----------  -------  -----------  --------
Segment operating income      $    19,340  $17,792  $    19,173  $ 17,937
                              ===========  =======  ===========  ========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
20.4%  due  primarily  to  the  addition  of  the  Cobblestone properties and an
increase  in  revenues  at  mature  facilities.  Operating  revenues from mature
country  club and golf facilities increased 5.4% for the 12 weeks ended June 15,
1999  from  the 12 weeks ended June 17, 1998 due to increases in golf operations
revenue  and  membership  revenue.  The  golf  operations  revenue  increase  is
primarily attributable to merchandise sales from pro shops the Company purchased
during  1998  at  mature  properties.  Operating  costs  and expenses from total
country  club  and golf facilities increased 27.1% due primarily to the addition
of  the operating costs and expenses of the Cobblestone properties and increased
operating  costs  related  to  increased  revenues  at  mature  properties.

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  June  17,  1998  and June 15, 1999 (dollars in thousands):


<TABLE>
<CAPTION>

                                  Mature Business         Total Business
                                 and Sports Clubs        and Sports Clubs
                              ----------------------  ----------------------
                                 1998        1999        1998        1999
                              -----------  ---------  -----------  ---------
<S>                           <C>          <C>        <C>          <C>
Number of facilities                   87         87           94         92
Operating revenues            $    57,140  $  57,370  $    60,161  $  60,395
Operating costs and expenses       49,819     53,109       51,854     56,385
                              -----------  ---------  -----------  ---------
Segment operating income      $     7,321  $   4,261  $     8,307  $   4,010
                              ===========  =========  ===========  =========
</TABLE>

     Operating  income from mature business and sports clubs decreased from $7.3
million  from June 17, 1998 to $4.3 million at June 15, 1999, primarily due to a
nonrecurring adjustment of $4.0 million during the 12 weeks ended June 17, 1998.
Excluding  the  effect  of  this item, operating income from mature business and
sports  clubs would have increased $0.9 million from the 12 weeks ended June 17,
1998  or  28.3% for the 12 weeks ended June 15, 1999 due to increased membership
revenue.

Other Operations

     Realty  operating revenues increased $4.2 million from $5.5 million for the
12  weeks of 1998 to $9.6 million for the 12 weeks of 1999, due primarily to the
sale  of  land  held  for  resale in Colorado during the 12 weeks ended June 15,
1999.  The  increase in sales resulted in an approximately $1.7 million increase
in  operating  income  for  the  12  weeks  ended  June  15,  1999.

24 WEEKS ENDED JUNE 17, 1998 COMPARED TO 24 WEEKS ENDED JUNE 15, 1999

Consolidated Operations

     Operating revenues increased 13.5% to $435.1 million for the 24 weeks ended
June  15,  1999  from  $383.3  million  for the 24 weeks ended June 17, 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
revenue  and  increased  golf  operations  revenues. The golf operations revenue
increase  is  primarily  attributable  to  merchandise  sales from pro shops the
Company  purchased  during 1998.  Operating revenues of mature properties (i.e.,
those  for  which  a comparable period of activity exists, generally those owned
for at least eighteen months to two years) increased 11.0% to $386.6 million for
the 24 weeks ended June 15, 1999 from $348.4 million for the 24 weeks ended June
17, 1998.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
17.1%,  to  $372.3  million  for  the  24  weeks ended June 15, 1999 from $318.0
million for the 24 weeks ended June 17, 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  mature  country  clubs  and golf facilities and
resorts related to the increases in revenues at thes  facilities.

     Selling,  general  and  administrative  expenses  increased  19.1% to $36.1
million for the 24 weeks ended June 15, 1999 from $30.3 million for the 24 weeks
ended  June  17,  1998  primarily  due  to increases in expenses for information
systems  staffing,  the  company-wide  upgrade  of  technology,  and  other
administrative costs.

     Income  (loss)  from  operations before extraordinary item for the 24 weeks
ended  June  15,  1999 decreased to ($0.6) million from $12.3 million due to the
recognition of a $13.5 million impairment loss, before tax effect, on long-lived
assets.  Without  the  effect  of  this  impairment  loss,  income  (loss)  from
operations  before  extraordinary  item would have decreased to $8.1 million for
the  24  weeks ended June 15, 1999 due to increased operating costs and expenses
and  interest  expense.  This increase in expenses is partially offset by a gain
from  the  divestiture  of properties for the 24 weeks ended June 15, 1999.  The
increase  in  interest  expense  of $2.3 million for the 24 weeks ended June 15,
1999  is  due  to  the  increase  in  outstanding debt, primarily the new $200.0
million  credit  facility, offset by a lower interest rate on the $200.0 million
and $300.0 million credit facilities than was applicable on long-term borrowings
during the same period in 1998.

SEGMENT AND OTHER INFORMATION - 24 WEEKS

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 24 week periods ended
June 17, 1998 and June 15, 1999 (dollar  in thousands):


<TABLE>
<CAPTION>

                                              Mature Resorts       Total Resorts
                                           --------------------  ------------------
                                             1998       1999      1998      1999
                                           ---------  ---------  -------  ---------
<S>                                        <C>        <C>        <C>      <C>
Number of facilities                              5          5         6         5
Operating revenues                         $ 71,480   $ 95,908   $73,252  $ 95,908
Operating costs and expenses                 65,700     87,233    68,100    87,233
Impairment loss from assets
     to be held and used                          -     13,483         -    13,483
                                           ---------  ---------  -------  ---------
Segment operating income (loss)             $  5,780   $ (4,808)  $ 5,152  $ (4,808)
                                           =========  =========  =======  =========

Lodging data (4 resorts) (1):
Room nights available                       215,374    224,680
Occupancy rate                                 43.7%      49.3%
Average daily room rate per occupied room  $    161   $    175
Average daily revenue per occupied room    $    725   $    742
</TABLE>

(1)  Lodging  data is comprised of data from Pinehurst, The Homestead, Daufuskie
and Barton Creek

     Operating  revenues from total resorts increased 30.9% primarily due to the
increased revenues from Pinehurst which are attributable to higher occupancy and
improved  pricing  prior  to and during the hosting of the 1999 U.S. Open, which
began  the last two days of the quarter, an increase of 5.6 percentage points in
the  occupancy  rate, primarily at Homestead and Pinehurst, and an 8.7% increase
in the average daily room rate per occupied room.

     Included  in  1999  mature  resorts'  segment operating income (loss) is an
impairment  of  long-lived  assets  at  Daufuskie.  In  1996, ClubCorp purchased
Daufuskie  for assumption of its liabilities of $4.5 million and has invested an
additional $13.4 million in capital expenditures as of June 15, 1999.  Daufuskie
had  operating  losses of approximately $2.6 million and $3.1 million for the 24
weeks  ended  June  17, 1998 and June 15, 1999, respectively.  ClubCorp assessed
the recoverability of the long-lived assets by determining whether they could be
recovered  over  their remaining 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 24 weeks ended June 15,
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.

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
24 week periods ended June 17, 1998 and June 15, 1999 (dollars in thousands):


<TABLE>
<CAPTION>

                                     Mature                 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          110       126
Operating revenues            $   164,846  $176,769  $   169,233  $197,892
Operating costs and expenses      136,674   147,431      141,718   167,987
                              -----------  --------  -----------  --------
Segment operating income      $    28,172  $ 29,338  $    27,515  $ 29,905
                              ===========  ========  ===========  ========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
16.9%  due  primarily  to  the  addition  of  the  Cobblestone properties and an
increase  in  revenues  at  mature  facilities.  Operating  revenues from mature
country  club and golf facilities increased 7.2% for the 24 weeks ended June 15,
1999  from  the 24 weeks ended June 17, 1998 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  18.5%  due  primarily  to  the  addition  of  the operating costs and
expenses  of the Cobblestone properties and increased operating costs related to
increased revenues at mature 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 24
week periods ended June 17, 1998 and June 15, 1999 (dollars in thousands):


<TABLE>
<CAPTION>

                                  Mature Business         Total Business
                                 and Sports Clubs        and Sports Clubs
                              ----------------------  ----------------------
                                 1998        1999        1998        1999
                              -----------  ---------  -----------  ---------
<S>                           <C>          <C>        <C>          <C>
Number of facilities                   87         87           94         92
Operating revenues            $   112,087  $ 113,894  $   117,450  $ 118,836
Operating costs and expenses      101,488    106,598      106,759    111,660
                              -----------  ---------  -----------  ---------
Segment operating income      $    10,599  $   7,296  $    10,691  $   7,176
                              ===========  =========  ===========  =========
</TABLE>

     Operating income from mature business and sports clubs decreased from $10.6
million  from June 17, 1998 to $7.3 million at June 15, 1999, primarily due to a
nonrecurring adjustment of $4.0 million during the 24 weeks ended June 17, 1998.
Excluding  the  effect  of  this item, operating income from mature business and
sports  clubs  would have increased $0.7 million or 10.5% for the 24 weeks ended
June  15, 1999 from the 24 weeks ended June 17, 1998 due to increased membership
revenue.

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)  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  $67.6 and $76.2 million, respectively, over the
next two years to be financed with external financing of ClubCorp, Inc. and cash
flows from operations.

     As  of  July  28,  1999,  the Company had $473.2 million outstanding of its
$500.0  million of available bank debt, consisting of $273.2 million outstanding
under  its  $300.0 million revolving credit facility, including $14.3 million in
letters  of  credit, and a $200.0 million five-year credit facility entered into
to  finance the acquisition of the Cobblestone properties.  Each of these credit
facilities  contains  an  identical  covenant  regarding  the  Company's maximum
leverage  ratio at the end of each quarter based on a debt to cash flow measure.
At  June 15, 1999, the ClubCorp exceeded the maximum leverage ratio allowable by
this  covenant.  The  lenders  under each credit facility have waived compliance
with  this  covenant  for  the  12  weeks ended June 15, 1999.  However, because
ClubCorp's  management  does  not  believe  it  is probable that they will be in
compliance with this covenant at the end of the next quarter, all $455.9 million
of  debt  outstanding  under  these  facilities  is classified as current in the
Company's  unaudited  Consolidated  Balance  Sheet at June 15, 1999.  ClubCorp's
noncompliance  with  this  covenant  is attributable to increased discretionary
spending,  including  capital  expenditures  at  existing  facilities  and
acquisitions, that management believes are appropriate in light of the Company's
growth strategy.  The Company is currently in negotiations with its lead lenders
under  the credit facilities regarding a comprehensive restructuring of its bank
financing that is expected to permit increased leverage and provide an increased
borrowing  capacity.  ClubCorp expects this restructuring to be complete in late
September 1999.

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 $0.9
million for the Year 2000.  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 substantially unchanged from that described in the 1998 Form
10-K  for  the  year ended December 29, 1998.  For a complete description of the
Company's Year 2000 readiness plans, see the Form 10-K.

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,  was measured based on discounted estimated future
cash flows using a risk-adjusted discount rate.  For the 24 weeks ended June 15,
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.

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 (i) the
Company's  $300.0  million revolving credit facility ($273.2 million outstanding
at  July  28,  1999) used to fund capital replacements and discretionary capital
expenditures and (ii) the $200 million five-year credit facility entered into on
March  29,  1999  to  fund  the  acquisition of the Cobblestone properties.  The
Company  uses  financial  instruments, principally swaps, to manage its interest
rate  exposure  primarily  from  borrowings  under  its $300.0 million revolving
credit  facility.  The Company has no material changes to these disclosures made
in the report on Form 10-K for the fiscal year ended December 29, 1998 regarding
the use of financial instruments.


                           PART II. OTHER INFORMATION


<TABLE>
<CAPTION>

<S>      <C>
Item 4.  Submission of Matters to a Vote of Security Holders

         On May 17, 1999, the shareholders of ClubCorp, Inc. held their annual meeting to elect directors.  The following
         directors were elected:  Robert H. Dedman, Sr., Robert H. Dedman, Jr., Patricia Dedman Dietz and
         James M. Hinckley.  There were no other matters submitted to a vote of stockholders at the meeting.

Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits
              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/A Amendment No. 1, dated June 9, 1999, which included Item 7. Financial
              Statements and Exhibits.
</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:  July 30, 1999                            By:  /s/James P. McCoy, Jr.
       ---------------                               ----------------------
                                                     James P. McCoy, Jr.
                                                     Chief Financial Officer
                                                     (chief accounting officer)