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 September 30, 1996


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


                        CLUB CORPORATION INTERNATIONAL
            (Exact name of registrant as specified in its charter)


                     NEVADA                                  75-1311242
      (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
September  30,  1996  was  85,476,674.

<PAGE>


                        CLUB CORPORATION INTERNATIONAL

                                    Index


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
 Independent Auditors' Review Report
 Consolidated Balance Sheet
 Consolidated Statement of Operations
 Consolidated Statement of Stockholders' Equity
 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

Part II.  OTHER INFORMATION


<PAGE>


                        PART I. FINANCIAL INFORMATION

ITEM  1.    FINANCIAL  STATEMENTS

INDEPENDENT  AUDITORS'  REVIEW  REPORT


The  Board  of  Directors
Club  Corporation  International:

We  have  reviewed  the  consolidated  balance  sheet  of  Club  Corporation
International  and  subsidiaries  (ClubCorp) as of September 30, 1996 and 1995
and the related consolidated statements of operations for the three months and
nine  months  ended  September  30, 1996 and 1995 and stockholders' equity and
cash  flows  for  the  nine  months  ended September 30, 1996 and 1995.  These
consolidated  financial  statements  are  the  responsibility of the Company'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 31, 1995,
and  the related statements of operations, stockholders' equity and cash flows
for  the  year  then  ended  (not  presented  herein); and in our report dated
February  23,  1996, 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 31, 1995 is fairly
presented,  in  all material respects, in relation to the consolidated balance
sheet  from  which  it  has  been  derived.

Our report dated February 23, 1996 on the consolidated financial statements of
ClubCorp  as of and for the year ended December 31, 1995 refers to a change in
its  method  of  accounting  for  the  impairment of long-lived assets and for
long-lived  assets  to  be  disposed  of.


                                        KPMG  Peat  Marwick  LLP


Dallas,  Texas
November  6,  1996


<PAGE>

<TABLE>

<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  BALANCE  SHEET
(Dollars  in  thousands,  except  share  amounts)
(Unaudited)


                                                                  SEPTEMBER 30,    December 31,    September 30,
                      Assets                                          1996             1995            1995
                      ------                                     ---------------  --------------  ---------------
<S>                                                              <C>              <C>             <C>

Current assets:
     Cash and cash equivalents                                   $       68,234   $      55,910   $       58,611
     Membership and other receivables, net                               66,194          66,402           65,819
     Inventories                                                         13,908          12,926           13,395
     Other assets                                                        15,931          16,557           16,660
                                                                 ---------------  --------------  ---------------
             Total current assets                                       164,267         151,795          154,485

Property and equipment, net                                             692,431         652,441          675,558
Notes receivable - related parties                                        3,520          11,506           11,540
Other assets                                                            106,317         110,763          110,185
Financial services assets                                               590,567         917,056        1,082,380
                                                                 ---------------  --------------  ---------------
                                                                 $    1,557,102   $   1,843,561   $    2,034,148
                                                                 ===============  ==============  ===============

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

Current liabilities:
     Accounts payable and accrued liabilities                    $       45,825   $      53,779   $       51,938
     Long-term debt - current portion                                   112,200          79,652           89,544
     Other liabilities                                                   49,063          43,772           56,389
                                                                 ---------------  --------------  ---------------
             Total current liabilities                                  207,088         177,203          197,871

Long-term debt                                                          235,914         233,809          222,642
Other liabilities                                                        43,855          50,669           56,578
Membership deposits                                                     372,701         362,330          354,458
Financial services liabilities                                          552,024         877,345        1,028,574

Redemption value of common stock held by benefit plan                    39,930          35,414           36,879

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,476,674,
   85,667,032 and 85,951,647 outstanding at September 30, 1996,
   December 31, 1995 and September 30, 1995, respectively                   902             902              902
Additional paid-in capital                                               10,380          10,075           10,061
Foreign currency translation adjustment                                      (9)            (51)             (39)
Unrealized gains or losses on investments in debt and
   equity securities                                                       (143)        (11,812)           1,453
Retained earnings                                                       170,519         176,834          192,632
Treasury stock                                                          (36,129)        (33,743)         (30,984)
Redemption value of common stock held by benefit plan                   (39,930)        (35,414)         (36,879)
                                                                 ---------------  --------------  ---------------
             Total stockholders' equity                                 105,590         106,791          137,146
                                                                 ---------------  --------------  ---------------
                                                                 $    1,557,102   $   1,843,561   $    2,034,148
                                                                 ===============  ==============  ===============
</TABLE>


See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>

<TABLE>

<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  OPERATIONS
(Dollars  in  thousands,  except  per  share  amounts)
(Unaudited)


                                                                  THREE  MONTHS  ENDED               NINE  MONTHS  ENDED
                                                             -------------------------------   --------------------------------
                                                              SEPTEMBER 30,    September 30,    SEPTEMBER 30,    September 30,
                                                                  1996             1995             1996             1995
                                                             ---------------  ---------------  ---------------  ---------------
<S>                                                          <C>              <C>              <C>              <C>

Operating revenues                                           $      176,453   $      170,115   $      509,469   $      499,661
Operating costs and expenses                                        155,174          157,158          447,870          450,062
Selling, general and administrative expenses                         14,495           16,394           43,768           44,709
                                                             ---------------  ---------------  ---------------  ---------------

Income (loss) from operations                                         6,784           (3,437)          17,831            4,890

Gain (loss) on divestitures                                             565             (195)           3,922              513
Interest and investment income                                        3,750            1,607            9,011            5,791
Interest expense                                                     (6,874)          (6,455)         (20,058)         (18,495)
Other income (expense)                                               (2,809)             188           (3,157)               5
                                                             ---------------  ---------------  ---------------  ---------------

Income (loss) from continuing operations before
 income taxes and minority interest                                   1,416           (8,292)           7,549           (7,296)

Income tax (provision) benefit                                           23           (4,789)            (729)          (4,887)

Minority interest                                                         -              263               98             (891)
                                                             ---------------  ---------------  ---------------  ---------------

Income (loss) from continuing operations                              1,439          (12,818)           6,918          (13,074)

Discontinued operations:
 Income (loss) from operations of discontinued financial
   services segment, net of income taxes of $738 and $(168)
   for the three months ended, and $723 and $(1,752) for
   the nine months ended September 30, 1996 and 1995                 (1,681)             226             (137)           2,604
 Income (loss) on disposal of financial services segment,
   net of income taxes of $(196) for the three months
   ended and $8,435 for the nine months ended
   September 30, 1996                                                   306                -          (13,096)               -
                                                             ---------------  ---------------  ---------------  ---------------
                                                                     (1,375)             226          (13,233)           2,604
                                                             ---------------  ---------------  ---------------  ---------------

Net income (loss)                                            $           64   $      (12,592)  $       (6,315)  $      (10,470)
                                                             ===============  ===============  ===============  ===============



Earnings per share:
   Income (loss) from continuing operations                  $          .02   $         (.15)  $          .08   $         (.15)
   Discontinued operations                                             (.02)               -             (.15)             .03
                                                             ---------------  ---------------  ---------------  ---------------
   Net loss                                                  $            -   $         (.15)  $         (.07)  $         (.12)
                                                             ===============  ===============  ===============  ===============
</TABLE>


See  accompanying  condensed  notes  to  consolidated  financial  statements.
<PAGE>

<TABLE>

<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
Nine  Months  Ended  September  30,  1996  and  1995
(Dollars  in  thousands,  except  share  amounts)
(Unaudited)

                                                  Common  stock  (100,000,000  shares
                                              authorized,  par  value  $0.01  per  share)
                                             --------------------------------------------
                                                                                                           Foreign
                                                          Treasury                         Additional     Currency
                                               Shares      Stock        Shares      Par      Paid-in     Translation
                                               Issued      Shares    Outstanding   Value     Capital     Adjustment
                                             ----------  ----------  ------------  ------  -----------  -------------
<S>                                          <C>         <C>         <C>           <C>     <C>          <C>

Balances at December 31, 1994                90,219,408  4,096,353    86,123,055   $  902  $     9,383  $        172
Net loss                                              -          -             -        -            -             -
Purchase of treasury stock                            -    364,248      (364,248)       -            -             -
Reissuance of treasury stock                          -    (25,399)       25,399        -           72             -
Stock issued in connection with bonus plans           -   (167,441)      167,441        -          606             -
Foreign currency translation adjustment               -          -             -        -            -          (211)
Market adjustment                                     -          -             -        -            -             -
Change in redemption value                            -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
Balances at September 30, 1995               90,219,408  4,267,761    85,951,647   $  902  $    10,061  $        (39)
                                             ==========  ==========  ============  ======  ===========  =============

Balances at December 31, 1995                90,219,408  4,552,376    85,667,032   $  902  $    10,075  $        (51)

NET LOSS                                              -          -             -        -            -             -
PURCHASE OF TREASURY STOCK                            -    325,053      (325,053)       -            -             -
REISSUANCE OF TREASURY STOCK                          -    (24,258)       24,258        -           71             -
STOCK ISSUED IN CONNECTION WITH BONUS PLANS           -   (110,437)      110,437        -          234             -
FOREIGN CURRENCY TRANSLATION ADJUSTMENT               -          -             -        -            -            42
MARKET ADJUSTMENT                                     -          -             -        -            -             -
CHANGE IN REDEMPTION VALUE                            -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
BALANCES AT SEPTEMBER 30, 1996               90,219,408  4,742,734    85,476,674   $  902  $    10,380  $         (9)
                                             ==========  ==========  ============  ======  ===========  =============



                                                 Unrealized                                 Redemption
                                                  Gains or                                   Value of
                                                  Losses on                                   Common
                                               Investments in                                 Stock            Total
                                                  Debt and         Retained    Treasury      Held by       Stockholders'
                                              Equity Securities    Earnings     Stock      Benefit Plan       Equity
                                             -------------------  ----------  ----------  --------------  ---------------
<S>                                          <C>                  <C>         <C>         <C>             <C>

Balances at December 31, 1994                $           (2,766)  $ 203,102   $ (28,675)  $     (37,112)  $      145,006
Net loss                                                      -     (10,470)          -               -          (10,470)
Purchase of treasury stock                                    -           -      (3,691)              -           (3,691)
Reissuance of treasury stock                                  -           -         184               -              256
Stock issued in connection with bonus plans                   -           -       1,198               -            1,804
Foreign currency translation adjustment                       -           -           -               -             (211)
Market adjustment                                         4,219           -           -               -            4,219
Change in redemption value                                    -           -           -             233              233
                                             -------------------  ----------  ----------  --------------  ---------------
Balances at September 30, 1995               $            1,453   $ 192,632   $ (30,984)  $     (36,879)  $      137,146
                                             ===================  ==========  ==========  ==============  ===============

Balances at December 31, 1995                $          (11,812)  $ 176,834   $ (33,743)  $     (35,414)  $      106,791

NET LOSS                                                      -      (6,315)          -               -           (6,315)
PURCHASE OF TREASURY STOCK                                    -           -      (3,385)              -           (3,385)
REISSUANCE OF TREASURY STOCK                                  -           -         183               -              254
STOCK ISSUED IN CONNECTION WITH BONUS PLANS                   -           -         816               -            1,050
FOREIGN CURRENCY TRANSLATION ADJUSTMENT                       -           -           -               -               42
MARKET ADJUSTMENT                                        11,669           -           -               -           11,669
CHANGE IN REDEMPTION VALUE                                    -           -           -          (4,516)          (4,516)
                                             -------------------  ----------  ----------  --------------  ---------------
BALANCES AT SEPTEMBER 30, 1996               $             (143)  $ 170,519   $ (36,129)  $     (39,930)  $      105,590
                                             ===================  ==========  ==========  ==============  ===============

</TABLE>


See  accompanying  condensed  notes  to  consolidated  financial  statements.
<PAGE>

<TABLE>

<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
(Dollars  in  thousands)
(Unaudited)

                                                                                          NINE  MONTHS  ENDED
                                                                                   --------------------------------
                                                                                    SEPTEMBER 30,    September 30,
                                                                                        1996             1995
                                                                                   ---------------  ---------------
<S>                                                                                <C>              <C>

Cash flows from operations:
   Net loss                                                                        $       (6,315)  $      (10,470)
   Adjustments to reconcile net loss
     to cash flows provided from operations:
         Depreciation and amortization                                                     33,611           32,986
         Gain on divestitures                                                              (3,922)            (513)
         Minority interest in net earnings (losses) of subsidiary                             (98)             891
         Equity in earnings from investments in partnerships and joint ventures              (581)          (2,446)
         Decrease in real estate held for sale                                              8,029           12,839
         Decrease in membership and other receivables, net                                    150              913
         Net change in accounts payable and accrued liabilities                            (1,797)           1,764
         Net change in deferred membership dues                                             1,322           (2,982)
         Other                                                                              1,740            4,646
         Net change in operating assets of discontinued operations                         13,326            4,517
                                                                                   ---------------  ---------------
               Cash flows provided from operations                                         45,465           42,145

Cash flows from investing activities:
   Additions to property and equipment                                                    (32,276)         (47,167)
   Development of new facilities                                                           (2,556)          (5,411)
   Development of real estate ventures                                                    (11,893)          (6,893)
   Acquisition of facilities                                                              (38,303)         (20,529)
   Sales of investment securities                                                           4,714            6,279
   Maturities of investment securities                                                      3,170            2,895
   Purchase of investment securities                                                       (2,825)          (2,997)
   Other                                                                                    1,561              869
   Investing activities of discontinued operations                                        298,719           82,418
                                                                                   ---------------  ---------------
               Cash flows provided from investing activities                              220,311            9,464

Cash flows from financing activities:
   Borrowings of long-term debt                                                            54,806           65,798
   Repayments of long-term debt                                                           (23,548)         (43,140)
   Increase in membership deposits                                                         17,233           20,151
   Treasury stock transactions, net                                                        (3,131)          (3,435)
   Financing activities of discontinued operations                                       (327,378)         (84,288)
                                                                                   ---------------  ---------------
               Cash flows used by financing activities                                   (282,018)         (44,914)
                                                                                   ---------------  ---------------

Total net cash flows                                                                      (16,242)           6,695
Net cash flows from discontinued operations                                               (28,566)           5,251
                                                                                   ---------------  ---------------
Net cash flows from continuing operations                                          $       12,324   $        1,444
                                                                                   ===============  ===============
</TABLE>


See  accompanying  condensed  notes  to  consolidated  financial  statements.

<PAGE>

CLUB  CORPORATION  INTERNATIONAL
Condensed  Notes  to  Consolidated  Financial  Statements


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
Consolidation
-------------
The consolidated financial statements include the accounts of Club Corporation
International (Parent) and its subsidiaries (collectively ClubCorp) except for
certain  subsidiaries  of  Franklin  Federal  Bancorp,  a Federal Savings Bank
(Franklin). In the first quarter of 1996, Franklin's Board of Directors passed
a  resolution  to  solicit  offers  to  sell  Franklin.    This resolution was
subsequently  approved  by  the  Board of Directors of First Federal Financial
Corporation,  the  parent  company  of Franklin and a subsidiary of Parent. On
August  7, 1996, Franklin entered into an agreement to sell certain assets and
transfer  certain  liabilities of Franklin.  Thus, Franklin is classified as a
discontinued  operation  (Note  2)  and Franklin's assets, liabilities, income
(loss)  from  operations  and  cash  flow  activity  are  segregated  in  the
accompanying  financial  statements.  The prior year financial information has
also  been  restated  to  reflect  the  discontinued  operation.

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 31, 1995
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 to present fairly the
consolidated  financial position of ClubCorp as of September 30, 1996 and 1995
and  the  consolidated  results  of  operations and cash flows for the interim
periods  then  ended. Interim results are not necessarily indicative of fiscal
year  performance because of the impact of seasonal and short-term variations.

Fiscal  periods
---------------
ClubCorp  operates  on  a  calendar  year  ended  December  31;  however,  the
subsidiaries  comprising the hospitality segment are primarily on a 52/53 week
fiscal  year  and  the  accounts of those subsidiaries are included for the 12
weeks  and  36  weeks  ended  September  4,  1996  and  September  6,  1995,
respectively.  Acquisitions,  divestitures  and other material transactions of
the  hospitality segment during the period from September 4, 1996 to September
30,  1996  and  September  6, 1995 to September 30, 1995 have been recorded in
these  statements.

Earnings  per  share
--------------------
Earnings  per  share  is  computed using the weighted average number of shares
outstanding  of  85,538,585  and  86,034,719  for  the three months ended, and
85,651,928  and  86,219,854  for  the nine months ended September 30, 1996 and
1995,  respectively.

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


NOTE  2.  DISCONTINUED  OPERATIONS
The  financial  services  assets,  financial  services  liabilities and income
(loss)  from  discontinued  operations  are  segregated  in  the  accompanying
financial  statements,  net  of minority interest. The condensed balance sheet
and  statement  of  operations  of  the  discontinued  segment  are as follows
(dollars  in  thousands):

<TABLE>

<CAPTION>
                                      Balance Sheet

                       SEPTEMBER 30,   December 31,   September 30,
                            1996           1995            1995
                       --------------  -------------  --------------
<S>                    <C>             <C>            <C>

Assets
------
Cash and cash
 equivalents           $       22,918  $      51,484  $       41,532
Mortgage-backed
 securities                    71,343        379,527         516,575
Loans receivable, net         428,773        406,883         398,170
Other assets                   67,533         79,162         126,103
                       --------------  -------------  --------------
                       $      590,567  $     917,056  $    1,082,380
                       ==============  =============  ==============

Liabilities and
Stockholders' Equity
--------------------
Deposits               $      513,233  $     566,083  $      557,169
Federal Home Loan
   Bank advances                    -        280,400         433,100
Other liabilities              29,156         20,934          26,162
Stockholders' equity           48,178         49,639          65,949
                       --------------  -------------  --------------
                       $      590,567  $     917,056  $    1,082,380
                       ==============  =============  ==============
</TABLE>

<TABLE>

<CAPTION>

                                               Statement of Operations

                                THREE MONTHS ENDED                 NINE MONTHS ENDED
                         --------------------------------  --------------------------------
                          SEPTEMBER 30,    September 30,    SEPTEMBER 30,    September 30,
                              1996             1995             1996             1995
                         ---------------  ---------------  ---------------  ---------------
<S>                      <C>              <C>              <C>              <C>

Net interest income      $        5,193   $        4,124   $       14,696   $       13,174
Other income (loss)               1,697            1,226          (18,040)           7,194
Other expenses                    9,151            4,899           22,355           15,361
Income tax (provision)
  benefit                           542             (168)           9,158           (1,752)
                         ---------------  ---------------  ---------------  ---------------
      Net income (loss)          (1,719)             283          (16,541)           3,255
                         ---------------  ---------------  ---------------  ---------------
Minority interest                  (344)              57           (3,308)             651
                         ---------------  ---------------  ---------------  ---------------
ClubCorp's interest      $       (1,375)  $          226   $      (13,233)  $        2,604
                         ===============  ===============  ===============  ===============
</TABLE>


On  September  30,  1996,  President  Clinton  signed  Omnibus  Appropriations
legislation  providing  for  a  one  time assessment on all Saving Association
Insurance Fund (SAIF) deposits to recapitalize the SAIF to the required level.
Franklin  recorded  an estimate of $4,500,000 for the assessment in the third
quarter.  This amount is included in other expenses in the preceding financial
statements.

On  August  7,  1996,  Franklin  entered  into  an  agreement in which Norwest
Corporation  will  purchase  certain  assets and assume certain liabilities of
Franklin.  The sale is pending regulatory approval and, although no assurances
can  be  given,  management  anticipates  that  the required approvals will be
received  prior to the contract termination date of March 31, 1997.  The sales
price  is  defined  as  $45,500,000  plus  the  net  assets  of Franklin to be
acquired,  which Franklin guarantees to be no less than $40,000,000, as of the
approval date.  Sales proceeds of $4,000,000 will be escrowed representing the
maximum  contractual obligation of Franklin arising from any claims which
could be asserted  by  Norwest  Corporation  against  Franklin  based  on  the
representations,  warranties, and covenants provided in the agreement.  As the
contingency periods expire, within one year of the closing date, Franklin will
receive the remaining balance of the escrowed funds.  Due to the contingencies
involved,  management  cannot  determine the ultimate amount of the gain to be
recognized; however, ClubCorp's estimated net gain on this transaction, net of
taxes  and  minority interest, is expected to be within a range of $18,000,000
to  $27,000,000.

In  conjunction  with  the  pending sale, Franklin's Board of Directors made a
decision  to  sell the fixed-rate mortgage-backed securities and use the funds
to  prepay  the  Federal  Home Loan Bank (FHLB) advances.  As of September 30,
1996,  $278,900,000  in fixed-rate mortgage-backed securities had been sold or
called.    A  write  down  valuation  of the portfolio was recorded due to the
decision  to sell the fixed-rate mortgage-backed securities and the decline in
their  value  deemed  other than temporary.  Losses recognized as of September
30,  1996  on the sale of fixed-rate mortgage-backed securities and write down
on  the  remaining  securities to be sold totaled $21,500,000. The proceeds on
the  sale  of  these  investments  allowed  Franklin to prepay all of the FHLB
advances  as  of  September  30,  1996.


NOTE  3.  ACQUISITIONS
ClubCorp's acquisitions in 1996 and 1995 were accounted for using the purchase
method  and,  accordingly,  the  acquired assets and liabilities were recorded
based  on  their  estimated  fair  values  at  the  dates  of  acquisition.

During the first nine months of 1996, ClubCorp purchased substantially all the
assets  of  three  golf  clubs,  two country clubs and a resort which ClubCorp
previously  leased.

The  following  unaudited  proforma  financial  information  assumes  the
acquisitions  occurred  at  the  beginning  of  their  acquisition  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>

                           NINE  MONTHS  ENDED
                    --------------------------------
                     SEPTEMBER 30,    September 30,
                         1996             1995
                    ---------------  ---------------
<S>                 <C>              <C>

Operating revenues  $      512,182   $      515,671
                    ===============  ===============

Net loss            $       (5,156)  $      (10,412)
                    ===============  ===============

Net loss per share  $         (.06)  $         (.12)
                    ===============  ===============
</TABLE>

<PAGE>


NOTE  4.  LONG-TERM  DEBT
At  September  30,  1996  and  subsequently,  certain subsidiaries were not in
compliance with debt covenants relating to financial ratios for long-term debt
totaling  $6,773,000.    This  amount  is  included  in the current portion of
long-term  debt  in  the  accompanying  balance  sheet.


NOTE  5.  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 materially affect ClubCorp's
consolidated  financial  statements.

<PAGE>

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

INTRODUCTION

          The  Company  has  operated  in  two  distinct  business  segments,
hospitality  and  financial  services.  Hospitality operations include owning,
operating  and  managing  country  clubs,  city  clubs,  city/athletic  clubs,
athletic  clubs,  resorts,  golf  clubs,  public golf courses and related real
estate.  The Company has entered into an agreement with Norwest Corporation to
sell  its  financial services segment; therefore, this segment is presented as
discontinued  operations. The following discussion for the hospitality segment
excludes  the  Company's  holding  company  activities which include corporate
general  and  administrative expenses, certain investment income (loss) items,
consolidated provision for income taxes and stockholders' equity transactions.
This  discussion  of  the  Company's  financial  condition  and  results  of
operations  for  the  three  and nine months ended September 30, 1996 and 1995
should  be  read  in conjunction with the Company's Annual Report on Form 10-K
for  the  year  ended  December  31,  1995,  as  filed with the Securities and
Exchange  Commission.


<PAGE>

RESULTS  OF  OPERATIONS

          The  following  table  sets forth operating revenues by product line
and  by  type  and  certain  operating  expenses  and certain other income and
expense  items  (excluding  holding  company income and expense items) for the
periods  indicated with percentage change based on comparisons between periods
(dollars  in  millions):

<TABLE>

<CAPTION>


                                                                                                            Percentage
                                                                                                              change
                                                                                                               from
                                                                                                            comparable
                                                   12 weeks ended                  36 weeks ended          prior period
                                           ------------------------------  ------------------------------  ------------
                                                                                                             12 weeks
                                                                                                               ended
                                                                                                           September 4,
                                                                                                              1996 vs.
                                            September 4,    September 6,    September 4,    September 6,   September 6,
                                                1996            1995            1996            1995           1995
                                           --------------  --------------  --------------  --------------  -------------
<S>                                        <C>             <C>             <C>             <C>             <C>

Operating revenues by product line:
 Private clubs                             $       114.6   $       113.4   $       345.4   $       340.3            1.1%
 Golf clubs                                          5.5             4.8            17.9            16.1           14.6
 Public golf                                         9.0             9.1            21.7            21.7           (1.1)
 Resorts                                            39.2            34.7           102.1            95.1           13.0
 Realty                                              5.8             6.0            16.0            20.2           (3.3)
 International                                       0.5             0.5             1.5             1.0              -
 Corporate services and eliminations                 1.9             1.7             4.9             5.3           11.8
                                           --------------  --------------  --------------  --------------  -------------
     Total operating revenues              $       176.5   $       170.2   $       509.5   $       499.7            3.7%
                                           ==============  ==============  ==============  ==============  =============

Operating revenues by type:
 Membership dues and fees                  $        59.0   $        57.2   $       176.2   $       171.3            3.1%
 Food and beverage                                  49.9            49.2           151.8           153.0            1.4
 Golf and other recreation                          40.9            38.0           112.5           100.7            7.6
 Lodging                                            12.2            11.1            30.3            28.3            9.9
 Other (1)                                          14.5            14.7            38.7            46.4           (1.4)
                                           --------------  --------------  --------------  --------------  -------------
     Total operating revenues              $       176.5   $       170.2   $       509.5   $       499.7            3.7%
                                           ==============  ==============  ==============  ==============  =============

Costs and expenses and general
  administrative expenses:
 Direct operating costs                    $       115.8   $       117.9   $       332.9   $       337.2           (1.8)%
 Facility rentals, operation
   and maintenance                                  28.5            26.3            81.4            79.9            8.4
 Selling, general and administrative                13.7            15.6            41.8            42.9          (12.2)
 Depreciation and amortization                      10.9            13.0            33.6            33.0          (16.2)
                                           --------------  --------------  --------------  --------------  -------------
     Total costs and expenses                      168.9           172.8           489.7           493.0           (2.3)

Income (loss) from continuing operations             7.6            (2.6)           19.8             6.7              *

Interest expense, net                               (5.3)           (4.5)          (15.2)          (13.0)          17.8
Other                                                0.4             0.3               -             0.5              *
Gain (loss) on divestitures                          0.6            (0.2)            3.9             0.5              *
                                           --------------  --------------  --------------  --------------  -------------

Income (loss) from continuing operations
  before income taxes and minority
  interest                                 $         3.3   $        (7.0)  $         8.5   $        (5.3)             *
                                           ==============  ==============  ==============  ==============  =============


                                            Percentage
                                              change
                                               from
                                            comparable
                                           prior period
                                           -------------
                                             36 weeks
                                               ended
                                           September 4,
                                               1996
                                                vs.
                                           September 6,
                                               1995
                                           -------------
<S>                                        <C>

Operating revenues by product line:
 Private clubs                                      1.5%
 Golf clubs                                        11.2
 Public golf                                          -
 Resorts                                            7.4
 Realty                                           (20.8)
 International                                     50.0
 Corporate services and eliminations               (7.5)
                                           -------------
     Total operating revenues                       2.0%
                                           =============

Operating revenues by type:
 Membership dues and fees                           2.9%
 Food and beverage                                 (0.8)
 Golf and other recreation                         11.7
 Lodging                                            7.1
 Other (1)                                        (16.6)
                                           -------------
     Total operating revenues                       2.0%
                                           =============

Costs and expenses and general
  administrative expenses:
 Direct operating costs                            (1.3)%
 Facility rentals, operation
   and maintenance                                  1.9
 Selling, general and administrative               (2.6)
 Depreciation and amortization                      1.8
                                           -------------
     Total costs and expenses                      (0.7)

Income (loss) from continuing operations              *

Interest expense, net                              16.9
Other                                                 *
Gain (loss) on divestitures                           *
                                           -------------

Income (loss) from continuing operations
  before income taxes and minority
  interest                                            *
                                           =============
----------------------
</TABLE>

<TABLE>

<CAPTION>

<C>  <S>

(1)  Includes primarily management fees, corporate services revenues to third
     parties, resort telephone, transportation and audio-visual revenues,
     club special events income, equity in earnings of primarily real estate
     joint ventures, real estate sales and rental income.

 *   Percentages not meaningful.
</TABLE>


12  WEEKS ENDED SEPTEMBER 4, 1996 COMPARED TO 12 WEEKS ENDED SEPTEMBER 6, 1995

     Operating  revenues  increased  3.7%  to  $176.5 million for the 12 weeks
ended  September  4, 1996 from $170.2 million for the 12 weeks ended September
6,  1995.    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 from $144.6 million to $152.1 million
or 5.2%.  Revenues from properties added, net of revenues lost from properties
divested,  in  1996  and  1995  represent  a  decrease  of  $1.1  million.

     Operating  revenues from mature private club properties increased 2.7% to
$101.3  million  in 1996 from $98.6 million due to improving membership trends
in  1996  and  inflationary  price increases.  Mature private clubs membership
dues  and  usage  revenues  (i.e., food and beverage, golf, lodging, and other
recreation)  increased 3.1% and 2.2%, respectively, to $49.4 and $50.9 million
from  $47.9  and $49.8 million, respectively, also due to improving membership
trends  in  1996  and  inflationary  price  increases.

     Golf  clubs'  operating  revenues  increased  from  $4.8  million to $5.5
million  or  14.6%  resulting  primarily  from  improved  usage  at golf clubs
including  one  property  which  recently  opened  its  clubhouse  and  1996
acquisitions.    Mature  golf clubs' operating revenues increased 8.7% to $5.0
million  for the 12 weeks ended September 4, 1996 from $4.6 million for the 12
weeks ended September 6, 1995, reflecting an increase of 6.3% in rounds played
combined  with  an  increase  of  4.5%  in  revenue  per  round.

     Resort  operating revenues grew 13.0% from $34.7 million to $39.2 million
for  the  12  weeks  ended  September  4,  1996  due  to  increases  at mature
properties.  Operating revenues from mature owned resorts increased from $34.1
million  in 1995 to $38.2 million in 1996, an increase of 12.0%, due primarily
to  a  large  group function at one resort and the opening of a new course and
related  income  at  one  resort.

     Golf  and  other  recreation  income increased 7.6% to $40.9 million from
$38.0  million  primarily due to acquisitions in 1996 and 1995, the opening of
new  golf  courses at certain mature properties, and a large group function at
one  resort.

     Facility  rentals,  operations,  and  maintenance  expense increased from
$26.3  million  to  $28.5 million, or 8.4%, due to increased claims related to
workers'  compensation  and  general  liability  insurance  of  $2.9  million.

     Selling,  general  and  administrative  expense,  excluding  corporate
expenses,  represent  primarily  the costs of executive management and various
support services provided to properties from corporate and regional personnel.
These costs decreased 12.2% to $13.7 million for the 12 weeks ended September
4,  1996  from  $15.6  million for the 12 weeks ended September 6, 1995 due to
lower levels of relocation costs and the write off of a public golf receivable
in  1995.

     Depreciation  and  amortization  expense decreased 16.2% to $10.9 million
from  $13.0  million.  The decrease relates to $1.6 million in expense for the
12  weeks  ended  September  6, 1995 from the depreciation and amortization of
hardware  and software associated with an internally developed club management
system  placed  in  service in 1995 and written off in 1996.  Depreciation and
amortization at mature facilities decreased from $9.1 million for the 12 weeks
ended  September  6,  1995 to $8.6 million for the 12 weeks ended September 4,
1996  or  5.5%.

36  WEEKS ENDED SEPTEMBER 4, 1996 COMPARED TO 36 WEEKS ENDED SEPTEMBER 6, 1995

     Operating  revenues  increased  2.0%  to  $509.5 million for the 36 weeks
ended  September  4, 1996 from $499.7 million for the 36 weeks ended September
6,  1995.    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 from $431.2 million to $443.6 million,
an  increase  of  2.9%.   Revenues from properties added, net of revenues lost
from  properties  divested,  in  1996  and  1995 represent an increase of $2.2
million.    Sales  of land held for resale in Colorado decreased $10.1 million
for  the 36 weeks ended September 4, 1996 offset by an increase in real estate
sales  in  South  Carolina  and  Ohio.

     Operating  revenues  from  mature  private club properties increased only
1.3%  from  $308.5  million  in  1995 to $312.6 million for the 36 weeks ended
September  4, 1996 due to adverse membership trends in 1995 and 1994 resulting
principally  from  limitations on the deductibility of dues and business meals
and  entertainment  expenses  included  in 1993 tax legislation which affected
usage  revenues  offset by inflationary price increases.  Mature private clubs
membership  dues  increased 2.2% to $151.1 million in 1996 from $147.9 million
in  1995,  primarily  due to inflationary price increases.  Usage revenues for
mature  private  club  properties (i.e., food and beverage, golf, lodging, and
other recreation) increased 1.5% to $158.9 million in 1996 from $156.6 million
for  the  36  weeks  ended  September  6,  1995.

     Operating  revenues from golf clubs grew 11.2% from $16.1 million in 1995
to  $17.9 million in 1996 resulting from acquisitions in 1996 and 1995 and the
opening of the clubhouse at one mature property.  Mature golf clubs' operating
revenues  increased  5.7%  to  $16.7  million  from  $15.8  million  in  1995,
reflecting  an  increase of 4.8% in rounds played offset by a decrease of 1.4%
in  revenue  per  round.

     Resort  operating  revenues  increased  7.4% from $95.1 million to $102.1
million.  Operating  revenues  from  mature owned resorts increased from $88.3
million  in  1995 to $95.2 million in 1996, an increase of 7.8%, reflecting an
increase  of  7.2%  in  the  average  daily  revenue per available room and an
increase  of  10.9%  in the average daily room rate per occupied room slightly
offset  by  a  decrease of 1.9% in occupancy rates.  Also, one resort hosted a
large  group function and one resort opened a new course and generated related
income.

     Realty  revenues decreased from $20.2 million to $16.0 million, or 20.8%,
due  to  decreased  real  estate  sales  of  land  held for resale in Colorado
partially  offset  by  an  increase in real estate sales in South Carolina and
Ohio.

     Golf  and  other recreation income increased 11.7% to $112.5 million from
$100.7  million primarily due to acquisitions in 1996 and 1995 and the opening
of  new  golf  courses  at  certain  mature  properties.

     Other  operating  revenues  decreased 16.6% from $46.4 million for the 36
weeks  ended September 6, 1995 to $38.7 million in 1996, due to decreased real
estate sales of land held for resale in Colorado of $10.1 million offset by an
increase  in  real  estate  sales  in  South  Carolina  and  Ohio.

     Interest  expense,  net increased 16.9% to $15.2 million for the 36 weeks
ended September 4, 1996 from $13.0 million for the 36 weeks ended September 6,
1995,  reflecting  higher  leveraged  acquisition  and  development activity.
Interest  expense  related to properties added in 1996 and 1995 and developing
properties  was  $1.5  million.  Mature properties' interest expense increased
from  $12.5  million  to  $13.1  million,  a  4.8%  increase.

SEASONALITY

     The  Consolidated  Financial Statements of the Company are presented on a
calendar  year  basis.  The  subsidiaries  of  the  hospitality  group operate
primarily  on a 52/53 week fiscal year. The first three quarters consist of 12
weeks  each  and  the  fourth  quarter includes 16 weeks. The timing of fiscal
quarter  ends,  seasonal  weather  conditions  and other short-term variations
cause  financial  performance to vary by quarter. The Company has historically
generated  a  disproportionate  amount of its operating revenue in the second,
third  and  fourth quarters of each year. Acquisitions, divestitures and other
material  transactions  of  the  hospitality  segment occurring between fiscal
quarter  end  and  calendar  quarter  end  are  included  in  the  Company's
Consolidated  Financial  Statements.  The  timing  of new operating properties
purchases  or  leases,  divestitures  of  operating properties, and investment
gains  and  losses  also  cause  the  Company's  results of operations to vary
significantly  from  quarter  to  quarter.

INFLATION

     The  Company  has  not  experienced  a  significant  overall  impact from
inflation.  As  operating  expenses  increase,  the Company, to the extent the
value  of  services  rendered  to  members is not adversely impacted, recovers
increased  costs  by  increasing  prices.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  finances  its operations and capital expenditures primarily
through  cash  flows  from operations, membership deposits and long-term debt.
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
4.4%  to  6.1%  of operating revenues during the last three years. The Company
distinguishes  capital  expenditures  made  to  refurbish and replace existing
property  and  equipment (i.e., capital replacements) from other discretionary
capital  expenditures  such  as  the  expansion  of existing facilities (i.e.,
capital  expansions)  and  acquisition  or  development  of  new  facilities.

     Long-term  debt is generally incurred on a property specific basis and is
non-recourse to any corporations other than the subsidiary incurring the debt.
Membership  deposits  represent  non-interest-bearing  advance  initiation
deposits  paid  by  members  when  they  join a club and are generally due and
payable  30  years  from the date of acceptance.  Management does not consider
maturities  of  membership  deposits over the next five years to be material.
Due  to the utilization of long-term operating leases and membership deposits,
the  hospitality  segment's  leverage  ratio  (i.e.,  long-term  debt to total
capital)  has  been  maintained  at manageable levels which allow for adequate
capability  to  finance  future  growth  with  long-term  debt.

     The  Company  relies  on  its  low  leverage  position and maintenance of
positive  relationships  with  existing  and  potential  lenders  to  arrange
financing  as  needed for general corporate purposes or for specific projects.
Consequently, the Company maintained no committed lines of credit at September
30,  1996.    At  September  30, 1996, certain hospitality subsidiaries of the
Company  were  not  in compliance with outstanding loan agreements relating to
long-term debt totaling $6.8 million.  Such noncompliance relates to financial
ratio  covenants  and  not to payments due under the terms of such agreements.

     The  provisions  of certain subsidiary lending and other agreements limit
the  amount  of  dividends  that  may be paid to the parent.  At September 30,
1996,  cash  balances  of  $8.4  million  were  not available for dividends by
subsidiaries  due  to  those  restrictions.

     At  September  30,  1996,  the  Company's  subsidiaries  maintained $15.8
million  of  unused  letters  of  credit  primarily  to  guarantee  payment of
potential  insurance  claims  paid  under  workers'  compensation  and general
liability  programs  and  to  guarantee  the  payment  of development costs of
residential  lots  for resale in Colorado.  Commitments to fund future capital
expenditures  were  not  material  as  of  September  30,  1996.

     All  of  the  assets  of  the ClubCorp Stock Investment Plan ("Plan") are
invested  in  shares  of  ClubCorp's  common  stock,  $.01 par value per share
("Common  Stock"), except for temporary investments of cash pending investment
in  Common  Stock.    All  distributions from the Plan are made in cash.  As a
means  of  providing  liquidity  to  the  trustees  of  the Plan to meet their
fiduciary  obligations  to  distribute  cash  to  participants  requesting
withdrawals, ClubCorp has provided the trustees the right ("Redemption Right")
to  cause  the  Company to redeem Common Stock, held in trust on behalf of the
Plan,  at  the  most  recent  appraised  price  as  necessary  to meet certain
requirements.    Withdrawals  by  participants  and  terminations  by  and/or
resignations  from the Company of participants in excess of anticipated levels
could  give  rise  to the exercise of withdrawal rights in substantial amounts
and  place  significant  demands  on the liquidity of the Company.  In such an
event,  the  resources  available  to meet business expansion or other working
capital needs could be adversely affected. As of September 30, 1996, the value
of the Redemption Right was $39.9 million.  The most recent appraised price of
the  Common  Stock  is  $11.12  as of September 30, 1996. The aggregate market
value  of  the  Common  Stock  at  September  30, 1996 is $950.5 million.  The
Redemption  Right  has  never been exercised by the Plan, although the Company
from  time  to  time  has  repurchased Common Stock into treasury from certain
stockholders.   The Company does not believe that the Redemption Right will be
exercised  to  any  material  extent  by the Plan to meet any of its fiduciary
obligations.

FACTORS  THAT  MAY  AFFECT  FUTURE  OPERATING  RESULTS

     Several  legislative  proposals  have  been  enacted into law which could
increase  the  Company's direct operating costs.  The first proposal increased
the  minimum  wage to $4.75 per hour on October 1, 1996 with a second increase
in  the  minimum  wage  to  $5.15  per  hour  occurring on September 1, 1997.
Management  estimates  that there will not be a significant increase in direct
operating costs for this new law.  Benefits legislation may impact the cost of
health coverage, in particular regarding coverage of pre-existing conditions.
Benefit  mandates  will have no significant financial impact to the Company in
1996  or 1997; however, management has not yet determined the financial impact
for  1998  when  most  requirements  become  effective.

     Over the last three years, attrition rates among members of the Company's
mature  clubs have ranged from approximately 17.5% to 22.4%. In certain areas,
the  Company  has  experienced decreased levels of usage of its private clubs,
golf clubs, and public golf facilities. Membership enrollment and attrition at
mature  clubs  for  the  36  weeks ended September 4, 1996 were 17.5%.  During
1993,  President  Clinton  signed  into law certain amendments to the Internal
Revenue  Code that had an adverse effect on the Company's hospitality business
from  1993  to  1995.    During these three years, the net enrollment rate for
mature  clubs  decreased  from 1.4% to (3.7%).  Net enrollment rates have been
positive  or  flat  during  1996.    In  response to these trends, the Company
continues  to  focus its efforts on membership enrollment programs and quality
service  to reduce attrition as its top priorities for 1996 and 1997.  For the
last  several  years,  the  Company  has focused on efforts to retain existing
members,  attract new members and increase club usage through various programs
and  membership  activities,  including  increasing  member  participation  by
implementing  member  survey  suggestions  and  increasing  the involvement of
member boards of governors in planning day-to-day activities.  It is uncertain
how trends in membership and club usage will develop in the future, or whether
any  of  the  Company's  efforts  in  this  area  will  be  successful.

     As  of November 13, 1996, the Company was negotiating the acquisition of,
or  had reached preliminary agreements to acquire, two properties and to build
two  properties.  The  Company is considering several ownership structures for
the  properties  to be built including lease arrangements, sole ownership, and
partial ownership (including joint venture interests). The consummation of the
acquisition  and  construction  of  these  properties  is  expected to require
approximately  $6.0  to  $9.0  million  in  capital expenditures, to be funded
primarily  with  cash  flows  from operations and external bridge financing of
Club  Corporation  of  America ("CCA").  The bridge financing arrangement is a
"guidance  line",  styled  as  a  promissory note, with a bank and is due on a
short-term  basis  up  to a maximum of $75.0 million. Borrowings are generally
renewed  as  they become due; therefore, CCA does not expect to be required to
repay  the  outstanding  borrowings within the next 12 months. As of September
30,  1996  and  November  13,  1996,  $73.3 million was outstanding under this
financing  arrangement.  Due to its short-term nature, the amount outstanding,
excluding  letters  of  credit  and  loan guarantees, at September 30, 1996 is
considered  current  for  financial  reporting  purposes.  Additional  credit
arrangements  could  be  made if considered necessary. The eventual outcome of
the  acquisition  negotiations  cannot  be  accurately predicted at this time.

     The  Company  has  acquired  57  properties since January 1, 1991 through
purchase,  lease  agreement or joint venture arrangements. Actual returns from
these  properties  have  been  significantly  less than projected returns. The
success  of  each  property depends on different factors; however, some of the
more  common  risk  factors include a high dependency on real estate sales for
new  membership  growth,  slower  progress  than  anticipated in repositioning
properties  and  slower  than  anticipated  turnarounds  of  prior  operating
deficits.  Additional  purchase consideration was paid for premier properties,
strategically  positioned  properties,  and  properties  in  markets  with
significant  barriers  to  entry  reflecting  both the tangible and intangible
value  of the property. The Company has also experienced greater than expected
development  costs at three properties built and opened since January 1, 1991.
Under-performing  and cash flow deficit properties recently acquired are being
carefully  analyzed  by  executive management to determine an optimum business
plan  allowing  for  the  highest  possible return to the Company. The Company
continually  seeks to improve financial performance of existing facilities and
divest properties when management determines that properties will be unable to
provide  a  positive  contribution  to profitability. The Company is currently
evaluating  several  of  its  properties  for  ownership  and/or  financial
restructure  or  divestiture  which  could,  depending  on  the  outcome  of
restructure  or divestiture negotiations, limit its short-term ability to grow
revenues  and  cash  flows at historical levels. Executive management believes
that its focus on, and investment in, training and development at the property
manager  level  could improve performance in the future.  Executive management
has  developed  a  risk  and reward-based screening model to evaluate specific
risk and reward factors against projected yields for all proposed acquisitions
and  certain  other  significant  capital  investments  of  the  Company.   In
addition,  the  Company  has  implemented  a  "team  approach" to acquisitions
including all facets of operations, development, and regional support teams to
improve  the  transition  of  ownership.

DISCONTINUED  OPERATIONS

     In  the first quarter of 1996, the Board of Directors of Franklin Federal
Bancorp,  a  Federal  Savings Bank ("Franklin") passed a resolution to solicit
offers  to  sell  the financial services segment.  On August 7, 1996, Franklin
entered  into  an agreement in which Norwest Corporation will purchase certain
assets  and  assume  certain  liabilities  of  Franklin.   The sale is pending
regulatory  approval  and,  although  no  assurances  can be given, management
anticipates that the required approvals will be received prior to the contract
termination  date  of March 31, 1997.  As the Company has committed to dispose
of  its  financial  services segment, the segment is presented as discontinued
operations.

     Franklin's  assets  decreased from $917.1 million at December 31, 1995 to
$590.6  million at September 30, 1996.  The decline in assets is the result of
maturity  proceeds  received  on mortgage-backed securities and sales of these
securities.

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30,  1995

     INTEREST INCOME.  Total interest income amounted to $11.7 million for the
three  months  ended September 30, 1996, a $7.5  million or 39.1% decline from
the  comparable  period  in  1995.    While  the  yield  on all earning assets
increased  from 7.2% for the three months ended September 30, 1995 to 8.0% for
the  same  period  in 1996, the average outstanding balance of earnings assets
decreased 44.6% from $1,061.5  million for the third quarter of 1995 to $587.8
million  for  the comparable period in 1996.    The decline in average balance
is  primarily  attributable  to  a  $438.6 million decrease in mortgage-backed
securities and a decrease in covered assets of $48.3 million.  The decrease in
mortgage-backed  securities resulted from repayments of principal and the sale
of  a  significant  portion  of  the  bond portfolio.  The decrease in covered
assets  resulted  from  the  termination  of  an  assistance agreement between
Franklin,  First  Federal  Financial  Corporation  ("FFFC"),  Club Corporation
International  and  The  Federal  Savings  and  Loan  Insurance  Corporation
("Assistance Agreement") in the fourth quarter of 1995.  The increase in yield
for  the  period  was  due  to  the  sale  of  lower  yielding  fixed-rate
mortgage-backed  securities  in  the fourth quarter of 1995 and the second and
third  quarters  of  1996.

     INTEREST  EXPENSE.    Total interest expense amounted to $5.7 million for
the  three  months  ended  September 30, 1996, a $9.2 million or 61.7% decline
from  the  comparable  period  in  1995.  The  total  cost  of  funds  for
interest-bearing  liabilities decreased from 6.2% in September 1995 to 4.5% in
September  1996,  while  the  average  outstanding balance of interest-bearing
liabilities  decreased  47.0% from $963.5 million in 1995 to $510.2 million in
1996.  The  decline  in average balance is primarily attributable to the early
retirement of $87.7 million in Federal Home Loan Bank ("FHLB") advances in the
fourth  quarter  of  1995,  $165.4  million  in the second quarter of 1996 and
$100.0  million  in  the third quarter of 1996.  In addition, average deposits
for  the  third quarter of 1996 decreased $21.5 million from $505.0 million to
$483.5  million for the comparable period in 1996. The decrease in the cost of
interest-bearing  liabilities  is attributable largely to the decrease in FHLB
borrowings which changed the total mix of interest-bearing liabilities as well
as  generally  declining  interest  rates.

     PROVISION FOR LOAN LOSSES.  The provision for loan losses of $0.8 million
for  the three months ended September 30, 1996 increased $0.6 million from the
comparable  period  in 1995.  The increase in the third quarter of 1996 can be
attributed  to an increase of approximately $3.0 million in classified assets.

     NON-INTEREST  INCOME.    Non-interest income amounted to $1.7 million for
the  three  months  ended  September  30, 1996, an increase of $0.5 million or
41.7%  from  the comparable period in 1995.  This increase is primarily due to
gains  recognized  in  the  third  quarter  of  1996 on the sale of fixed-rate
mortgage-backed securities and U.S. Treasury Bills totaling $0.6 million.  The
gains  on  the  mortgage-backed  securities  resulted  from market improvement
subsequent  to  the  permanent  impairment  valuation  established  on  those
securities  in  June  of  1996.

     NON-INTEREST  EXPENSE.  Non-interest expense amounted to $9.2 million for
the  three  months  ended  September  30, 1996, an increase of $4.3 million or
87.8%  from the comparable period in 1995.  This increase is attributable to a
special  one  time  recapitalization  assessment  of  the  Savings Association
Insurance  Fund  ("SAIF"),  the  federal  deposit insurance fund which insures
Franklin's  deposits,  estimated  at  $4.5  million,  which  was recognized in
September  1996.

NINE  MONTHS  ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30,  1995

     INTEREST INCOME.  Total interest income amounted to $43.2 million for the
nine  months  ended September 30, 1996, a $15.2  million or 26.0% decline from
the  comparable  period  in  1995.    While  the  yield  on all earning assets
increased  from  7.2% for the nine months ended September 30, 1995 to 7.6% for
the  same  period  in 1996, the average outstanding balance of earnings assets
decreased  29.8%  from  $1,084.7  million for the first nine months of 1995 to
$761.2  million  for  the  comparable  period in 1996.  The decline in average
balance  is  primarily  attributable  to  a  $295.7  million  decrease  in
mortgage-backed securities and a decrease in covered assets of $55.2 million.
The  decrease  in  mortgage-backed  securities  resulted  from  repayments  of
principal  and  the  sale of a significant portion of the bond portfolio.  The
decrease  in  covered  assets  resulted from the termination of the Assistance
Agreement in the fourth quarter of 1995.  The increase in yield for the period
was  due  to  generally higher interest rates on adjustable-rate assets and to
the sale of lower yielding fixed-rate mortgage-backed securities in the fourth
quarter  of 1995, and the second and third quarters of 1996, combined with the
disposition  of  lower  yielding covered assets in the fourth quarter of 1995.

     INTEREST  EXPENSE.   Total interest expense amounted to $27.9 million for
the  nine  months  ended  September 30, 1996, a $16.3 million or 36.9% decline
from  the comparable period in 1995.  The cost of interest-bearing liabilities
decreased by 51 basis points for the nine months ended September 30, 1996 over
the  same  period  in  1995,  while  the  average  outstanding  balance  of
interest-bearing liabilities decreased 31.0% from $994.1 million for the first
nine  months of 1995 to $685.6 million for the comparable period in 1996.  The
decline  in  average balance is primarily attributable to the early retirement
of  $87.7  million  in  FHLB  advances  in  the fourth quarter of 1995, $165.4
million  in the second quarter of 1996 and $100.0 million in the third quarter
of  1996.   The total cost of funds for interest-bearing liabilities decreased
51  basis  points  from 5.9% in September 1995 to 5.4% in September 1996.  The
decrease  in  the cost of interest-bearing liabilities is attributable largely
to  the  decrease  in  FHLB  borrowings  which  changed  the  total  mix  of
interest-bearing  liabilities.

     PROVISION  FOR  LOAN  LOSSES.    Total  provision  for  loan losses as of
September  30,  1996  was  $0.6  million,  $0.4  million  or 40% less than the
comparable  period  in 1995.  This was due in part to a credit of $0.3 million
to  the  provision  for  loan  losses  in  June 1996 resulting from the annual
revision  of  credit  loss experience factors and a reduction in problem asset
levels.

     NON-INTEREST  INCOME.    Non-interest  income  (loss) amounted to ($18.0)
million  for  the  nine  months  ended September 30, 1996, a decrease of $25.2
million  or  350.0%  from  the  comparable  period  in 1995.  This decrease is
primarily  due  to losses recognized on the sale of fixed-rate mortgage-backed
securities  and  permanent  impairment  valuations of the remaining fixed-rate
mortgage-backed security portfolio totaling $21.5 million.  In addition, gains
totaling  $3.9  million  were  recognized in the second quarter of 1995 on the
sale  of  Franklin's  Mission,  McAllen  and  Lockhart  branches.

     NON-INTEREST EXPENSE.  Non-interest expense amounted to $22.4 million for
the nine months ended September 30, 1996, an increase of $7.0 million or 45.5%
from  the  comparable period in 1995.  This increase is primarily attributable
to  FHLB  prepayment  penalties  and accelerated commitment fees totaling $4.4
million  associated  with  the  prepayments  of the FHLB advances along with a
special  one  time  SAIF recapitalization assessment estimated at $4.5 million
which  was  recognized  in  September  1996.

CAPITAL  RESOURCES  AND  LIQUIDITY

     On  September  29,  1995,  Franklin  was  advised by the Office of Thrift
Supervision  ("OTS") that it had been deemed "well capitalized" under existing
regulations  and  its  capital  plan  was  terminated.

     Franklin's  assets have declined from $917.1 million at December 31, 1995
to  $590.6 million at September 30, 1996.  The recent decline in assets is the
result  of  maturity proceeds received on mortgage-backed securities and sales
of  these  securities.   Since December 31, 1995, the investment portfolio has
declined  approximately  $316.0  million.    Franklin's  regulatory capital at
September  30,  1996  exceeded  all  three  regulatory  capital requirements.
Tangible  and  core capital ratios were 7.67% and 7.67% respectively, compared
to  respective  requirements  of  1.5%  and 4.0%.  Total regulatory capital to
risk-adjusted  assets  ratio  was  11.8% compared to the requirement of 8.0%.
Although  Franklin  meets all regulatory capital requirements at September 30,
1996,  such  compliance  was achieved primarily through asset reduction rather
than  through  the  retention  of  earnings.    In the second quarter of 1996,
Franklin's  Board  of  Directors  made  a  decision  to  sell  the  fixed-rate
mortgage-backed  securities  and use those funds to prepay the FHLB advances.
The pending sale of Franklin impacted the decision to liquidate the fixed-rate
mortgage-backed  securities.  Other considerations were the Board's commitment
to  improve  interest  rate  risk and the possibility of rising interest rates
which  could  adversely  affect the investment portfolio's market value in the
future.

     Franklin  is  required  by  the OTS to maintain average daily balances of
liquid  assets  and  short-term liquid assets (as defined) in amounts equal to
5.0%  and  1.0%  respectively,  of  net  withdrawable  deposits and borrowings
payable  in  one  year  or  less  to  assure  its  ability  to meet demand for
withdrawals  and  repayment  of  short-term  borrowings.    The  liquidity
requirements  may vary from time to time at the direction of the OTS depending
upon  economic  conditions  and deposit flows.  Franklin generally maintains a
liquidity  ratio  of  between  5.0%  and  6.0%.    Franklin's  average monthly
liquidity  ratio  for  the  month  ended  September  30,  1996  was  5.1%.

     Historically,  Franklin's  primary  sources  of  funds consist of savings
deposits  and  time  deposits bearing market rates of interest, FHLB advances,
and  principal  payments  on  mortgage-backed  securities.   Franklin uses its
funding  sources  principally to meet its ongoing commitments to fund maturing
deposits  and  deposit  withdrawals,  repay  FHLB  advances, fund existing and
continuing  loan  commitments,  maintain  its  liquidity  and  meet  operating
expenses.    At  September  30,  1996,  Franklin  had  binding  commitments to
originate  or  purchase  loans  totaling $4.8 million and had $26.0 million of
undisbursed loans in process.  Scheduled maturities of certificates of deposit
during  the  12  months  following  September  30, 1996 total $196.4 million.
Management  believes  that  Franklin  has  adequate  resources to fund all its
commitments.

FACTORS  THAT  MAY  AFFECT  FUTURE  OPERATING  RESULTS

     On  August  7,  1996, Franklin entered into an agreement in which Norwest
Corporation  will  purchase  certain  assets and assume certain liabilities of
Franklin.  The sale is pending regulatory approval and, although no assurances
can  be  given,  management  anticipates  that  the required approvals will be
received  prior to the contract termination date of March 31, 1997.  The sales
price  is  defined  as  $45.5  million  plus  the net assets of Franklin to be
acquired,  which  Franklin  guarantees to be no less than $40.0 million, as of
the  approval  date.    Sales  proceeds  of  $4.0  million  will  be  escrowed
representing  the  maximum contractual obligation of Franklin arising from any
claims  which  could be asserted by Norwest Corporation against Franklin based
on  the representations, warranties, and covenants provided in the agreement.
As  the  contingency  periods  expire,  within  one  year of the closing date,
Franklin will receive the remaining balance of the escrowed funds.  Due to the
contingencies involved, management cannot determine the ultimate amount of the
gain  to  be  recognized;  however,  the  Company's estimated net gain on this
transaction,  net  of  taxes and minority interest, is expected to be within a
range  of  $18.0  to  $27.0  million.

     In  conjunction  with  the  pending sale, a decision was made to sell the
fixed-rate  mortgage-backed  securities  and  prepay the FHLB advances.  As of
September  30,  1996,  $278.9 million in fixed-rate mortgage-backed securities
had  been  sold or called.  As of September 30, 1996, losses recognized on the
sale  of  fixed-rate  mortgage-backed  securities  and  permanent  impairment
valuations  totaled  $21.5  million.    The  proceeds  on  the  sale  of these
investments  allowed  Franklin to prepay the FHLB advances as of September 30,
1996,  resulting in prepayment penalties totaling $3.2 million and accelerated
commitment  fees  totaling  $0.2  million.  Based  on  the  losses incurred in
September  1996,  Franklin  recorded $8.0 million in FSLIC/RF tax benefits (or
net  operating  loss carryforwards).  Management believes that it will realize
this  benefit.

     On  September  30,  1996, President Clinton signed Omnibus Appropriations
legislation  providing  for a one time assessment on all SAIF-insured deposits
of  65.7  cents per $100 of domestic deposits held as of March 31, 1995.  This
one time assessment is intended to recapitalize the SAIF to the required level
of  1.25%  of  insured  deposits, and is due within 60 days of the first month
following  enactment.    Preliminary  estimates  of  the assessment indicate a
pre-tax  charge  of approximately $4.5 million which is included in Franklin's
net  loss  as  of  September  30,  1996.

     Franklin  entered  into  a  supervisory agreement with the OTS on July 5,
1995  requiring  the  reduction  of interest rate risk to acceptable levels by
December  31,  1997 and the implicit maintenance of higher levels of capital.
Club  Corporation  International's  executive management also provided the OTS
with  a  Board  of  Directors  resolution  reflecting  their intention to keep
Franklin  properly  capitalized.   The OTS rescinded the supervisory agreement
with  Franklin  on  April  5,  1996.

     Franklin  is  party  to financial instruments with off-balance sheet risk
and risk of credit loss in the normal course of business primarily in the form
of  commitments  to extend additional credit of approximately $72.4 million at
September  30,  1996.    These  credit  risks  are  controlled  through credit
approvals,  limits, collateral requirements and various monitoring procedures.



<PAGE>
                         PART II.  OTHER INFORMATION



Item  1.    Legal  Proceedings
          Refer  to  Note  5  to  Condensed  Notes  to  Consolidated Financial
Statements  at  page  7.

Item  2.    Changes  in  Securities
          Not  applicable

Item  3.    Defaults  upon  Senior  Securities
          Refer  to  Note  4  to  Condensed  Notes  to  Consolidated Financial
Statements  at  page  7.

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
               15.1  -  Letter  from KPMG Peat Marwick LLP regarding
                        unaudited  interim  financial  statements.

           (b) Reports  on  Form  8-K
               The  Company  did  not  file  any reports on Form 8-K
               during  the  quarterly  period  ended  September  30,  1996.


<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.

<TABLE>

<CAPTION>


<S>                        <C>  <C>

                                CLUB CORPORATION INTERNATIONAL





Date :  November 13, 1996  By:  /s/ John H. Gray
                                -------------------------------
                                John H. Gray
                                Executive Vice President and
                                Chief Administrative Officer
                                (chief accounting officer)

</TABLE>