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


                                    FORM 10-Q

                               __________________

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

                  For the quarterly period ended June 13, 2000


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


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


              DELAWARE                                 75-2778488
       (State or other jurisdiction                 (I.R.S. employer
     of 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  twelve 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 11,
2000  was  94,161,282.



<PAGE>

                                  CLUBCORP, INC.

                                      INDEX


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:
         Independent Auditors' Review Report                                 1
         Consolidated Balance Sheet                                          2
         Consolidated Statement of Operations                                3
         Consolidated Statement of Cash  Flows                               4
         Condensed Notes to Consolidated Financial Statements                5

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                               8

Part II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds                          15

Item 4.  Submission of Matters to a Vote of Security Holders                15

Item 6.  Exhibits and Reports on Form 8-K                                   15


<PAGE>

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



                       INDEPENDENT AUDITORS' REVIEW REPORT
                       -----------------------------------



The Board of Directors and Shareholders
ClubCorp, Inc.:


We  have  reviewed  the  consolidated  balance  sheet  of  ClubCorp,  Inc.   and
subsidiaries  (ClubCorp)  as  of  June  13,  2000 , and the related consolidated
statements  of  operations for the twelve weeks and twenty four weeks ended June
13,  2000  and June 15, 1999 and cash flows for the twenty four weeks ended June
13,  2000  and  June  15, 1999.  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 reviews, 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 28, 1999,
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 25, 2000, 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  28,  1999,  is fairly stated, in all material respects, in relation to
the  consolidated  balance  sheet  from  which  it  has  been  derived.




                                                   KPMG LLP




Dallas, Texas
July 21, 2000

                                        1

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


<TABLE>
<CAPTION>

                                                                 December 28,    JUNE 13,
                      Assets                                         1999          2000
                      ------                                    --------------  -----------
<S>                                                             <C>             <C>
Current assets:
        Cash and cash equivalents                               $      36,606   $   40,257
        Membership and other receivables, net                         109,391      114,493
        Inventories                                                    22,937       24,148
        Other assets                                                   16,213       23,982
                                                                --------------  -----------
                Total current assets                                  185,147      202,880

Property and equipment, net                                         1,122,369    1,187,843
Other assets                                                          239,014      253,883
                                                                --------------  -----------
                                                                $   1,546,530   $1,644,606
                                                                ==============  ===========

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

Current liabilities:
        Accounts payable and accrued liabilities                $      76,063   $   71,007
        Long-term debt - current portion                               57,867       58,335
        Other liabilities                                             106,120      118,725
                                                                --------------  -----------
                Total current liabilities                             240,050      248,067

Long-term debt                                                        454,258      547,299
Other liabilities                                                     118,069      122,118
Membership deposits                                                    96,365      101,852

Redemption value of common stock held by benefit plan                  72,835       70,363

Stockholders' equity:
        Preferred stock, $.01 par value, 150,000,000 shares
           authorized, none issued or outstanding                           -            -
        Common stock, $.01 par value, 250,000,000 shares
           authorized, 99,594,408 issued, 94,436,903
           outstanding at December 28, 1999 and 94,161,282
           outstanding at June 13, 2000                                   996          996
        Additional paid-in capital                                    160,408      160,817
        Accumulated other comprehensive income (loss)                     841       (1,176)
        Retained earnings                                             449,840      446,484
        Treasury stock, 5,157,505 shares at December 28, 1999
           and 5,433,126 shares at June 13, 2000                      (47,132)     (52,214)
                                                                --------------  -----------
                Total stockholders' equity                            564,953      554,907
                                                                --------------  -----------
                                                                $   1,546,530   $1,644,606
                                                                ==============  ===========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        2

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


<TABLE>
<CAPTION>

                                                     12 Weeks Ended          24 Weeks Ended
                                                  ---------------------  ----------------------

                                                   June 15,    JUNE 13,    June 15,    JUNE 13,
                                                     1999        2000        1999       2000
                                                  ----------  ----------  ----------  ---------
<S>                                               <C>         <C>         <C>         <C>
Operating revenues                                $ 254,995   $ 267,824   $ 437,246   $467,221
Operating costs and expenses                        193,156     204,994     342,427    374,385
Depreciation and amortization                        16,389      19,856      29,897     39,040
Selling, general and administrative expenses         20,781      21,746      36,732     39,749
Impairment loss from assets to be held and used      13,483           -      13,483          -
                                                  ----------  ----------  ----------  ---------

Operating income                                     11,186      21,228      14,707     14,047

Gain (loss) on divestitures and sales of assets       2,650        (233)      2,939         16
Interest and investment income                          374         751       1,526      1,293
Interest expense                                     (9,997)    (11,031)    (17,150)   (21,822)
                                                  ----------  ----------  ----------  ---------

Income (loss) from operations before income tax
   provision and minority interest                    4,213      10,715       2,022     (6,466)

Income tax provision                                 (2,430)     (5,347)     (2,621)      (361)

Minority interest                                         -         934           -        999
                                                  ----------  ----------  ----------  ---------

Net income (loss)                                 $   1,783   $   6,302   $    (599)  $ (5,828)
                                                  ==========  ==========  ==========  =========



Basic and diluted income (loss) per share         $     .02   $     .07   $    (.01)  $   (.06)
                                                  ==========  ==========  ==========  =========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        3

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


<TABLE>
<CAPTION>

                                                                                       24 Weeks Ended
                                                                                   ----------------------
                                                                                    June 15,    JUNE 13,
                                                                                      1999        2000
                                                                                   ----------  ----------
<S>                                                                                <C>         <C>
Cash flows from operations:
        Net loss                                                                   $    (599)  $  (5,828)
        Adjustments to reconcile net loss to cash flows provided from operations:
                Depreciation and amortization                                         29,897      39,040
                Impairment loss from assets to be held and used                       13,483           -
                Gain on divestitures and sales of assets                              (2,939)        (16)
                Minority interest in net loss of subsidiaries                              -        (999)
                Equity in earnings of joint ventures                                  (1,046)       (223)
                Amortization of discount on membership deposits                        4,532       4,441
                Deferred income taxes                                                  1,607        (770)
                Decrease in real estate held for sale                                  2,465       6,221
                Increase in membership and other receivables, net                    (17,497)     (5,414)
                Increase (decrease) in accounts payable and accrued liabilities        6,283      (4,280)
                Net change in deferred membership revenues                             6,752       4,260
                Other                                                                  7,712       2,880
                                                                                   ----------  ----------
                            Cash flows provided from operations                       50,650      39,312

Cash flows from investing activities:
        Additions to property and equipment                                          (60,658)    (82,363)
        Development of new facilities                                                 (7,680)    (20,392)
        Development of real estate held for sale                                      (2,804)    (11,784)
        Acquisition of facilities                                                   (226,986)     (1,010)
        Investment in affiliates                                                     (35,886)     (5,101)
        Proceeds from disposition of subsidiaries and assets, net                      2,921       2,360
        Other                                                                            139        (865)
                                                                                   ----------  ----------
                            Cash flows used by investing activities                 (330,954)   (119,155)

Cash flows from financing activities:
        Borrowings of long-term debt                                                 273,117      97,847
        Repayments of long-term debt                                                 (14,122)    (10,185)
        Membership deposits received, net                                              1,202       1,198
        Treasury stock transactions, net                                              (1,753)     (5,366)
                                                                                   ----------  ----------
                            Cash flows provided from financing activities            258,444      83,494
                                                                                   ----------  ----------

Total net cash flows                                                                 (21,860)      3,651
                                                                                   ----------  ----------
Cash and cash equivalents at beginning of period                                      75,342      36,606
                                                                                   ----------  ----------
Cash and cash equivalents at end of period                                         $  53,482   $  40,257
                                                                                   ==========  ==========
</TABLE>

See accompanying condensed notes to consolidated financial statements.


                                        4


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 28, 1999 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 13, 2000 and the consolidated results of operations and cash
flows  for  the  twelve weeks and twenty four weeks ended June 15, 1999 and June
13,  2000,  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.

Recent pronouncements
---------------------
In  June  1998,  the  FASB  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, as amended, is
effective  for  all  quarters  of  years beginning after June 15, 2000.  In June
2000,  SFAS  133  was  further  amended  with  the  issuance  of  SFAS  No. 138,
"Accounting  for  Certain Derivative Instruments and Certain Hedging Activities"
which clarified certain accounting and reporting issues of SFAS 133.  ClubCorp's
management  is  continuing  to determine the effect of these new pronouncements,
however, they are not expected to have a significant impact on the balance sheet
or  statement  of  operations.  SFAS  133  will be reflected in ClubCorp's first
quarter  2001  Consolidated  Financial  Statements.

In  March  2000,  the  FASB  issued  FASB Interpretation No. 44, "Accounting for
Certain  Transactions  Involving  Stock  Compensation:  an Interpretation of APB
Opinion No. 25", which is effective July 1, 2000.  This interpretation clarifies
various  accounting  issues for stock compensation plans.  ClubCorp's management
has  determined that the interpretation will not have an effect on its financial
statements.

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   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.

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


                                        5


NOTE 2.  WEIGHTED AVERAGE SHARES
--------------------------------
The  following  table  summarizes  the weighted average number of shares used to
calculate  basic  and  diluted  earnings  per  share:


<TABLE>
<CAPTION>

                                                  12 Weeks Ended          24 Weeks Ended
                                              ----------------------  ----------------------
                                               June 15,    JUNE 13,    June 15,    JUNE 13,
                                                 1999        2000        1999        2000
                                              ----------  ----------  ----------  ----------
<S>                                           <C>         <C>         <C>         <C>
Weighted average shares outstanding           85,137,904  94,291,570  85,190,123  94,383,772
Incremental shares from assumed conversions:
   Options                                     1,365,570   1,343,530   1,442,733   1,421,674
   Warrants                                            -       5,037           -      13,661
                                              ----------  ----------  ----------  ----------

Diluted weighted average shares               86,503,474  95,640,137  86,632,856  95,819,107
                                              ==========  ==========  ==========  ==========

The  incremental  common  stock equivalents are antidilutive for the twenty four
weeks  ended  June  15,  1999  and  June  13, 2000 due to the net losses for the
periods.


NOTE 3.  PROPERTY AND EQUIPMENT
----------------------------------
Property  and  equipment  consists  of  the  following  (dollars  in thousands):



</TABLE>
<TABLE>
<CAPTION>

                                            December 28,    JUNE 13,
                                                1999          2000
                                           --------------  -----------
<S>                                        <C>             <C>
Land and land improvements                 $     528,466   $  557,008
Buildings and recreational facilities            378,560      389,625
Leasehold improvements                           112,570      112,599
Furniture and fixtures                           118,107      119,726
Machinery and equipment                          222,762      235,920
Construction in progress                         104,050      140,426
                                           --------------  -----------
                                               1,464,515    1,555,304
Accumulated depreciation and amortization       (342,146)    (367,461)
                                           --------------  -----------
                                           $   1,122,369   $1,187,843
                                           ==============  ===========
</TABLE>


NOTE 4.  COMPREHENSIVE INCOME (LOSS)
------------------------------------
The  following summarizes the components of comprehensive income (loss) (dollars
in  thousands):


<TABLE>
<CAPTION>

                                             12 Weeks Ended          24 Weeks Ended
                                          ---------------------  ----------------------
                                          June 15,    JUNE 13,    June 15,    JUNE 13,
                                            1999        2000        1999        2000
                                          ---------  ----------  ----------  ----------
<S>                                       <C>        <C>         <C>         <C>
Net income (loss)                         $   1,783  $   6,302   $    (599)  $  (5,828)
Foreign currency translation adjustment         960     (1,294)        619      (2,017)
                                          ---------  ----------  ----------  ----------

Total comprehensive income (loss)         $   2,743  $   5,008   $      20   $  (7,845)
                                          =========  ==========  ==========  ==========


                                        6


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 and Resorts.  Management uses Adjusted
EBITDA  to  monitor the performance of the Company and its facilities.  Adjusted
EBITDA  consists  of EBITDA, an industry standard calculation of earnings before
interest,  taxes,  depreciation  and  amortization,  adjusted for net membership
deposits  and fees, a joint venture adjustment and excludes impairment loss from
assets  to  be  held  and  used.  Financial  information  for the segments is as
follows  (dollars  in  thousands):



</TABLE>
<TABLE>
<CAPTION>

                                                               12 Weeks Ended          24 Weeks Ended
                                                           ----------------------  ----------------------
                                                            June 15,    JUNE 13,    June 15,    JUNE 13,
                                                              1999        2000        1999        2000
                                                           ----------  ----------  ----------  ----------
<S>                                                        <C>         <C>         <C>         <C>
Operating revenues:
    Country club and golf facilities                       $ 116,006   $ 125,067   $ 198,361   $ 225,321
    Business and sports clubs                                 61,441      61,751     119,882     118,882
    Resorts                                                   62,680      61,638      95,908      91,575
                                                           ----------  ----------  ----------  ----------
        Total operating revenues for reportable segments     240,127     248,456     414,151     435,778
    Other operations                                          11,819      14,359      14,302      22,106
    Corporate services and eliminations                        3,049       5,009       8,793       9,337
                                                           ----------  ----------  ----------  ----------
        Consolidated operating revenues                    $ 254,995   $ 267,824   $ 437,246   $ 467,221
                                                           ==========  ==========  ==========  ==========

Adjusted EBITDA:
    Country club and golf facilities                       $  36,812   $  35,961   $  54,653   $  58,267
    Business and sports clubs                                  7,031       7,783      12,805      13,715
    Resorts                                                   14,421      19,183      13,637      14,528
                                                           ----------  ----------  ----------  ----------
        Total Adjusted EBITDA for reportable segments         58,264      62,927      81,095      86,510
    Other operations                                             414       1,385        (322)      1,084
    Corporate services and eliminations                      (10,460)    (14,060)    (17,323)    (22,651)
                                                           ----------  ----------  ----------  ----------
        Consolidated Adjusted EBITDA                          48,218      50,252      63,450      64,943
          Depreciation and amortization                      (16,389)    (19,856)    (29,897)    (39,040)
          Impairment loss from assets to be held and used    (13,483)          -     (13,483)          -
          Net membership deposits and fees                    (7,389)     (8,246)     (5,342)    (10,041)
          Joint venture adjustment                               229        (922)        (21)     (1,815)
                                                           ----------  ----------  ----------  ----------
        Consolidated operating income                      $  11,186   $  21,228   $  14,707   $  14,047
                                                           ==========  ==========  ==========  ==========
</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.


                                        7


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

INTRODUCTION


     ClubCorp,  Inc.  (referred  to  as  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, and
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 twelve and 24 weeks ended June 15, 1999 and June 13, 2000
should  be read in conjunction with the Company's Annual Report on Form 10-K for
the  year  ended  December  28,  1999, as filed with the Securities and Exchange
Commission.

RESULTS OF OPERATIONS

TWELVE WEEKS ENDED JUNE 15, 1999 COMPARED TO TWELVE WEEKS ENDED JUNE 13, 2000

Consolidated Operations

     Operating  revenues  increased  5.0% to $267.8 million for the twelve weeks
ended  June  13,  2000  from  $255.0 million for the twelve weeks ended June 15,
1999.  The increase is due primarily to the increased membership revenue at same
store  country  club  and  golf  facilities  (i.e., those for which a comparable
period of activity exists, generally those owned for at least eighteen months to
two  years).  Operating  revenues  of  same  store  facilities increased 3.8% to
$223.3  million for the twelve weeks ended June 13, 2000 from $215.2 million for
the  twelve  weeks  ended  June 15, 1999.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  and  maintenance,  increased  6.1% to $205.0 million for the
twelve  weeks ended June 13, 2000 from $193.2 million for the twelve weeks ended
June  15,  1999  primarily  as  a result of increased operating costs related to
increased  revenue  at  same store facilities and an increase of $3.5 million in
insurance  expense  primarily  due  to  increases  in  the accrual for estimated
insurance  claims.

     Depreciation  and  amortization expense for the twelve weeks ended June 13,
2000  increased  $3.5  million  or  21.2% primarily due to capital expansions at
existing  facilities  and  increases  in  technology  related  assets.

     Selling,  general  and  administrative  expenses  increased  4.3%  to $21.7
million  for  the  twelve  weeks  ended June 13, 2000 from $20.8 million for the
twelve  weeks  ended  June  15,  1999  primarily  due  to increases in marketing
expenses,  compensation  costs,  bank  facility fees and corporate facility rent
expense.

     Net  income  for  the  twelve  weeks  ended  June 13, 2000 was $6.3 million
compared  to  $1.8  million  for  the  twelve  weeks  ended June 15, 1999, which
included  an  impairment  loss on long-lived assets of $13.5 million.  Excluding
the after-tax impact of this impairment loss, net income would have decreased by
$4.2  million  from  $10.5 million from the twelve weeks ended June 15, 1999 due
primarily  to  increases  in  interest expense resulting from an increase in the
outstanding long-term debt balance and the recognition of a gain on divestitures
and  sales of assets of $2.7 million for the twelve weeks ended June 15, 1999 as
compared  to  a  loss on divestitures and sales of assets of $0.2 million in the
twelve  weeks  ended  June  13,  2000.

          Management  uses  Adjusted  EBITDA  to  monitor the performance of the
Company  and  its  facilities.  Adjusted  EBITDA consists of EBITDA, an industry
standard  calculation  of  earnings  before  interest,  taxes,  depreciation and
amortization,  adjusted  for  net  membership deposits and fees, a joint venture
adjustment  and  excludes  impairment loss from assets to be held and used.  Net
membership  deposits  and  fees  represent the difference between current period
sales of initiation deposits and fees and the revenue recognized from initiation
deposits  and  fees,  less  incremental  direct  selling  costs.  Revenues  from
membership  deposits  are calculated as the difference between the amount of the
membership  deposits  sold  and  the present value of the obligation.  The joint
venture  adjustment is comprised of depreciation, amortization, interest, income
taxes  and  net  membership  deposits and fees for joint venture entities at the
Company's  ownership  percentage.  Adjusted  EBITDA is not intended to represent
cash flow in accordance with generally accepted accounting principles and is not
necessarily  a  measure  of  the  Company's  ability to fund its cash needs. The
Company's  Adjusted  EBITDA  from continuing operations may not be comparable to
similarly  titled  measures  reported  by  other  companies.


                                        8


     Consolidated   Adjusted   EBITDA  increased  4.4% to $50.3  million for the
twelve  weeks  ended June 13, 2000 from $48.2 million for the twelve weeks ended
June 15, 1999, due primarily to increases in net membership deposits and fees at
a  same  store  resort,  partially  offset  by decreases in operating income for
corporate  services  and  eliminations resulting from increases in the Company's
accrual  for  estimated  insurance  claims.

SEGMENT AND OTHER INFORMATION

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 facilities segment for
the  twelve  week  periods  ended  June  15,  1999 and June 13, 2000 (dollars in
thousands):

<TABLE>
<CAPTION>

                                      Same Store            Total
                                   Country Club and   Country Club and
                                    Golf Facilities    Golf Facilities
                                   -----------------  ------------------
                                    1999      2000      1999      2000
                                   -------  --------  --------  --------
<S>                                <C>      <C>       <C>       <C>
Number of facilities                    91        91       126       125
    Operating revenues             $95,710  $100,665  $116,006  $125,067
    Operating costs and expenses    70,529    73,529    87,550    94,087
    Depreciation and amortization    6,939     7,128    10,050    11,385
                                   -------  --------  --------  --------
    Segment operating income       $18,242  $ 20,008  $ 18,406  $ 19,595
                                   =======  ========  ========  ========

    Adjusted EBITDA                $28,114  $ 28,858  $ 36,812  $ 35,961
                                   =======  ========  ========  ========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
7.8%  due primarily to increased membership revenue at same store and developing
facilities  along  with  increases  in  golf  operations  revenues at developing
facilities.  Increased  golf  operations  revenues  at developing facilities are
primarily  attributable  to  facilities  acquired or opened after June 15, 1999.
Operating  costs  and  expenses  from  total  country  club  and golf facilities
increased  7.5%  due  primarily  to  the increased operating costs at developing
facilities  related  to  increased  revenues  and  increased payroll and payroll
related  costs.  The  increase in depreciation and amortization in total country
club  and  golf facilities is primarily due to expansions at existing facilities
and  increases  in  technology  related  assets.

     Adjusted  EBITDA  for  total  country  club  and  golf facilities decreased
slightly  as  a  result of increased operating income for the twelve week period
ended  June 13, 2000 offset by a greater decrease in net membership deposits and
fees  at  developing  clubs.


                                        9


Business and Sports Clubs

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's  business  and sports clubs segment for the
twelve  week  periods  ended  June  15,  1999  and  June  13,  2000  (dollars in
thousands):

<TABLE>
<CAPTION>

                                       Same Store        Total Business
                                      Business and        Business and
                                      Sports Clubs        Sports Clubs
                                   ------------------  ------------------
                                     1999      2000      1999      2000
                                   --------  --------  --------  --------
<S>                                <C>       <C>       <C>       <C>
Number of facilities                     79        79        92        80
    Operating revenues             $ 57,746  $ 61,526  $ 61,441  $ 61,751
    Operating costs and expenses     49,753    53,484    53,441    53,740
    Depreciation and amortization     2,765     2,884     2,944     2,895
                                   --------  --------  --------  --------
    Segment operating income       $  5,228  $  5,158  $  5,056  $  5,116
                                   ========  ========  ========  ========

    Adjusted EBITDA                $  7,153  $  7,805  $  7,031  $  7,783
                                   ========  ========  ========  ========
</TABLE>

     Segment  operating  income  at  total  business  and  sports clubs remained
consistent  despite the divestiture of ten business and sports clubs in the last
half  of  1999  due  to increased revenues and expenses at remaining facilities.

     Adjusted  EBITDA at same store business and sports clubs increased 9.1% due
to  an  increase  in  net  membership  deposits  and  fees.

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's resorts segment for the twelve week periods
ended  June  15,  1999  and  June  13,  2000  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                                 Same Store Resorts     Total Resorts
                                                --------------------  ------------------
                                                  1999       2000       1999      2000
                                                ---------  ---------  --------  --------
<S>                                             <C>        <C>        <C>       <C>
Number of facilities                                   4          4         5          5
    Operating revenues                          $ 61,705   $ 61,150   $62,680   $ 61,638
    Operating costs and expenses                  47,693     43,758    49,067     43,974
    Depreciation and amortization                  1,973      3,086     2,071      3,149
                                                ---------  ---------  --------  --------
    Segment operating income
      before impairment loss                      12,039     14,306    11,542     14,515
                                                ---------  --------   --------  --------
    Impairment loss from assets
      to be held and used                         13,483          -    13,483          -
                                                ---------  ---------  --------  --------
    Segment operating income (loss)             $ (1,444)  $ 14,306   $(1,941)  $ 14,515
                                                =========  =========  ========  ========

    Adjusted EBITDA                             $ 14,821   $ 18,911   $14,421   $ 19,183
                                                =========  =========  ========  ========

Lodging data:
    Room nights available                        120,551    105,972
    Occupancy rate                                  53.3%      69.6%
    Average daily room rate per occupied room   $    175   $    186
    Average daily revenue per occupied room     $    840   $    824
</TABLE>

     For the twelve week period ended June 15, 1999, operating revenues included
approximately  $9.0  million  of  merchandise  sales, ticket sales and corporate
hospitality  tent  revenue  related to the hosting of the U.S. Open at Pinehurst
during  the  last  two  days of the period.  Excluding the impact of this event,
operating  revenues  from  same store resorts would have increased approximately
15.0%  from  approximately  $53.0  million  to $61.2 million for the twelve week
period  ended June 13, 2000.  This increase is attributable to increases in food
and beverage and lodging revenues at other same store resorts.  Also included in
the  twelve  week  period ended June 15, 1999 same store resorts results are the
operating  costs  and  expenses  related  to  the  hosting  of  the U.S. Open of
approximately $8.0 million.  Excluding the impact of this event, operating costs
and  expenses in the twelve week period ended June 13, 2000 would have increased
approximately  10.0%  from  approximately  $40.0 million to $43.8 million due to
increases  in  food  and  beverage  and  lodging  costs resulting from increased
revenues  in  these  areas  and increased marketing costs at same store resorts.
Also  included  in the twelve week period ended June 15, 1999 same store resorts
results  is an impairment loss of $13.5 million related to the long lived assets
at  Daufuskie.


                                        10


     Excluding the impact of the U.S. Open and the impairment loss, gross margin
at  same  store  resorts increased from approximately 21.0% for the twelve weeks
ended  June 15, 1999 to 23.4% for the twelve weeks ended June 13, 2000 primarily
resulting  from the increase in the average daily room rate per occupied room at
all  same  store  resorts.

     The  increase  in  Adjusted  EBITDA  of 33.0% at total resorts is primarily
attributable to the increased segment operating income before impairment loss at
same  store  resorts, as discussed in the preceding paragraphs, and increases in
initiation  fees  at  Barton  Creek related to the opening of a new golf course.
Due to strong initial demand for membership at Barton Creek, management does not
expect  that  this  growth  rate  will  be  sustained.

24 WEEKS ENDED JUNE 15, 1999 COMPARED TO 24 WEEKS ENDED JUNE 13, 2000

Consolidated Operations

     Operating  revenues increased 6.9% to $467.2 million for the 24 weeks ended
June  13,  2000  from  $437.2  million  for the 24 weeks ended June 15, 1999 due
primarily  to  the  addition  of  the  revenues from the Cobblestone facilities,
increased  membership  revenue  at  total  country  club  and  golf  facilities,
increased lodging revenue at same store resorts and increased real estate sales.
The  Cobblestone  facilities  were  acquired on March 31, 1999.  The increase in
lodging  revenue  is  primarily  due to increased occupancy percentages at three
same  store  resorts and increases in real estate sales is primarily a result of
increased  sales  at  Owners  Club properties.  Operating revenues of same store
facilities  increased  4.2%  to $391.4 million for the 24 week period ended June
13,  2000  from  $375.8  million  for  the  24  week period ended June 15, 1999.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  and maintenance, increased 9.4% to $374.4 million for the 24
weeks  ended June 13, 2000 from $342.4 million for the 24 week period ended June
15,  1999 primarily as a result of the addition of the Cobblestone facilities on
March 31, 1999, increased operating costs relating to increased revenues at same
store  country  club  and  golf  facilities and same store resorts and increased
costs  of  real  estate  sales.

     Depreciation and amortization expense for the 24 week period ended June 13,
2000  increased  30.4%  or  $9.1  million  primarily  due to the addition of the
Cobblestone  facilities, capital expansions at existing facilities and increases
in  technology  related  assets.

     Selling,  general  and  administrative  expenses  increased  8.2%  to $39.7
million for the 24 weeks ended June 13, 2000 from $36.7 million for the 24 weeks
ended   June  15,  1999  primarily  due  to  increases  in  marketing  expenses,
compensation  costs,  bank  facility  fees  and corporate facility rent expense.
Also included in the 24 week period ended June 15, 1999 is $0.9 million in costs
incurred  for  Year  2000  readiness  efforts.

     Net  loss  for  the  24  week  period ended June 13, 2000 increased to $5.8
million  from $0.6 million for the 24 week period ended June 15, 1999.  Included
in  the  net  loss for the 24 weeks ended June 15, 1999 is an impairment loss of
$13.5  million  on  long-lived  assets.  Excluding  the after-tax impact of this
impairment  loss, net income would have been $8.2 million for the 24 week period
ended  June  15,  1999.  The decrease for the 24 weeks ended June 13, 2000 would
have  been  $14.0  million  as  a result of the items discussed in the preceding
paragraphs  as well as the decrease in gain on divestitures and sales of assets,
increased  interest  expense  and  decreases  in  the income tax provision.  The
increase  in  interest expense of $4.7 million for the 24 week period ended June
13,  2000  is primarily due to both the increase in the outstanding debt balance
and  the  increase  in  the  interest  rate  on the outstanding debt for 24 week
period.

     Consolidated  Adjusted  EBITDA  increased $1.5 million to $64.9 million for
the 24 week period ended June 13, 2000 from $63.4 million for the 24 week period
ended  June  15,  1999 due primarily to increases in net membership deposits and
fees  for  the  addition  of  the  Cobblestone  facilities on March 31, 1999 and
increased  initiation fees at a resort.  The increase in net membership deposits
and fees is partially offset by decreases in corporate services and eliminations
due  to  increased selling, general and administrative expenses and increases in
the  Company's  accrual  for  estimated  insurance  claims.


                                        11


SEGMENT AND OTHER INFORMATION - 24 WEEKS

Country Club and Golf Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data for the Company's country club and golf facility segment for the
24  week  periods  ended June 15, 1999 and June 13, 2000 (dollars in thousands):

<TABLE>
<CAPTION>

                                       Same Store            Total
                                    Country Club and    Country Club and
                                     Golf Facilities     Golf Facilities
                                   ------------------  ------------------
                                     1999      2000      1999      2000
                                   --------  --------  --------  --------
<S>                                <C>       <C>       <C>       <C>
Number of facilities                     91        91       126       125
    Operating revenues             $173,553  $182,422  $198,361  $225,321
    Operating costs and expenses    129,320   136,028   150,718   174,328
    Depreciation and amortization    13,884    14,198    17,269    22,597
                                   --------  --------  --------  --------
    Segment operating income       $ 30,349  $ 32,196  $ 30,374  $ 28,396
                                   ========  ========  ========  ========

    Adjusted EBITDA                $ 45,604  $ 48,560  $ 54,653  $ 58,267
                                   ========  ========  ========  ========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
13.6%  due  primarily to the addition of the Cobblestone properties on March 31,
1999  and  increases in membership revenues at same store facilities.  Operating
costs  and  expenses from total country club and golf facilities increased 15.7%
due  primarily  to  the  addition  of  the  operating  costs and expenses of the
Cobblestone  facilities  and  increased  operating  costs  related  to increased
revenues  at  same store facilities.  The addition of the Cobblestone facilities
is responsible for the majority of the increase in depreciation and amortization
for  total  country  club  and golf facilities.  The decrease in gross margin on
total  country  club and golf facilities from 15.3% at June 15, 1999 to 12.6% at
June  13, 2000 is primarily a result of an increase in payroll related expenses,
member  relations  expenses  and  golf  course  maintenance.

     The  6.6%  increase  in  Adjusted  EBITDA  for  total country club and golf
facilities is primarily due to increases in operating income before depreciation
and  amortization  and consistent levels of net initiation deposits and fees for
the  24  week  period  ended  June  13,  2000  and  June  15,  1999.

Business and Sports 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  15,  1999  and June 13, 2000 (dollars in thousands):

<TABLE>
<CAPTION>

                                        Same Store          Total Business
                                       Business and          Business and
                                       Sports Clubs          Sports Clubs
                                   --------------------  --------------------
                                     1999       2000       1999       2000
                                   ---------  ---------  ---------  ---------
<S>                                <C>        <C>        <C>          <C>
Number of facilities                      79         79        92          80
    Operating revenues             $ 112,280  $ 118,068  $ 119,882  $ 118,882
    Operating costs and expenses      97,923    103,993      5,750    104,705
    Depreciation and amortization      5,439      5,809      5,910      5,849
                                   ---------  ---------  ---------  ---------
    Segment operating income       $   8,918  $   8,266  $   8,222  $   8,328
                                   =========  =========  =========  =========

    Adjusted EBITDA                $  13,109  $  13,605  $  12,805  $  13,715
                                   =========  =========  =========  =========
</TABLE>

     Segment  operating  income  at  total  business  and  sports clubs remained
consistent  despite the divestiture of ten business and sports clubs in the last
half  of  1999  due  to increased revenues and expenses at remaining facilities.


                                        12


Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's resort segment for the 24 week period ended
June  15,  1999  and  June  13,  2000  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                                 Same Store Resorts     Total Resorts
                                                --------------------  ------------------
                                                  1999       2000       1999      2000
                                                ---------  ---------  --------  --------
<S>                                             <C>        <C>        <C>       <C>
Number of facilities                                   4          4         5          5
    Operating revenues                          $ 89,938   $ 90,932   $95,908   $ 91,575
    Operating costs and expenses                  78,417     78,421    82,944     78,735
    Depreciation and amortization                  4,095      5,934     4,289      6,032
                                                ---------  ---------  --------  --------
    Segment operating income
      before impairment loss                       7,426      6,577     8,675      6,808
                                                =========  =========  ========  ========
    Impairment loss from assets
      to be held and used                         13,483          -    13,483          -
                                                ---------  ---------  --------  --------
    Segment operating income (loss)             $ (6,057)  $  6,577   $(4,808)  $  6,808
                                                ---------  ---------  --------  --------

    Adjusted EBITDA                             $ 12,194   $ 14,199   $13,637   $ 14,528
                                                =========  =========  ========  ========

Lodging data:
    Room nights available                        218,866    211,677
    Occupancy rate                                  50.7%      55.4%
    Average daily room rate per occupied room   $    175   $    188
    Average daily revenue per occupied room     $    742   $    777
</TABLE>

     For  the  24  week  period ended June 15, 1999, operating revenues included
approximately  $9.0  million  of  merchandise  sales, ticket sales and corporate
hospitality  tent  revenue  related to the hosting of the U.S. Open at Pinehurst
during  the  last  two  days of the period.  Excluding the impact of this event,
operating  revenues  from  same store resorts would have increased approximately
12.0%  from  approximately $81.0 million to $90.9 million for the 24 week period
ended  June 13, 2000.  This increase is attributable to increases in membership,
food  and  beverage  and  lodging  revenues  at  other  same store resorts.  The
increase   in  membership  revenues  is   primarily  attributable  to  increased
membership  at  Barton  Creek  in  relation to the opening of a new golf course.
Increased  food  and beverage and lodging revenues are primarily attributable to
increased  occupancy  rates  at Barton Creek, Daufuskie and The Homestead.  Also
included  in  the  24 week period ended June 15, 1999 same store resorts results
are  the operating costs and expenses related to the hosting of the U.S. Open of
approximately $8.0 million.  Excluding the impact of this event, operating costs
and  expenses  in  the  24  week period ended June 13, 2000 would have increased
approximately  12.0%  from  approximately  $70.0 million to $78.4 million due to
increases  in  food  and  beverage  and  lodging  costs resulting from increased
revenues  in  these  areas  and increased marketing costs at same store resorts.
The  difference  between  same  store and total resorts segment operating income
(loss) for 1999 is primarily due to a resort which was divested during the third
quarter of 1999.  Also included in 1999 same store resorts is an impairment loss
of  $13.5  million  related  to  long-lived  assets  at  Daufuskie.

     Excluding the impact of the U.S. Open and the impairment loss, gross margin
at  same  store  resort decreased from approximately 8.5% for the 24 week period
ended June 15, 1999 to 7.3% for the 24 week period ended June 13, 2000 primarily
due  to  lower first quarter margins at Pinehurst and first quarter increases in
general  and administrative costs at same store resorts.  For the 24 week period
this  is  partially offset by the improved performance of all same store resorts
for  the  twelve  week  period  ended  June  13,  2000.

     The increase in Adjusted EBITDA of 16.4% at same store resorts is comprised
of  decreased  segment  operating  income  before  impairment loss at same store
resorts  and  the  increase  in  initiation  fees at Barton Creek related to the
opening  of  a  new golf course.  Due to strong initial demand for membership at
Barton  Creek,  management  does  not  expect  that  this  growth  rate  will be
sustained.


                                        13


Other Operations

     Realty operating revenues increased $5.1 million from $11.0 million for the
24  weeks ended June 15, 1999 to $16.1 million for the 24 week period ended June
13,  2000, due primarily to real estate revenues associated with the Owners Club
programs  at  several  locations.  Revenues during the 24 week period ended June
15,  1999 were primarily related to the sales of land held for sale in Colorado.
Segment operating income (loss) for realty decreased from income of $1.3 million
for  the 24 week period ended June 15, 1999 to a loss of $2.0 million for the 24
weeks  ended  June  13,  2000  due primarily to the increased marketing costs at
Owners  Club  properties including a property acquired during the fourth quarter
of  1999.

SEASONALITY OF DEMAND; FLUCTUATIONS IN QUARTERLY RESULTS

     The  Company's  quarterly  results  fluctuate  as  a  result of a number of
factors.  Usage  of  the  Company's country club and golf facilities and resorts
declines  significantly  during  the  first  and  fourth  quarters,  when colder
temperatures  and  shorter  days  reduce  the  demand  for golf and golf-related
activities.  The  Company's  business  facilities  generate a disproportionately
greater share of their yearly revenues in the fourth quarter, which includes the
holiday  and year-end party season.  In addition, the fourth quarter consists of
16  weeks  of  operations  and  the  first, second and third quarters consist of
twelve  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  facilities,  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, long-term debt and,
in  a 1999 transaction, through the sale of common stock for total consideration
of  $150.0  million  to  an  investor  group.  The Company distinguishes capital
expenditures  to  refurbish  and  replace existing property and equipment (i.e.,
capital  replacements)  from  discretionary  capital  expenditures  such  as the
expansion  of  existing  facilities  (i.e.,  capital  expansions).  Most capital
expenditures  other  than  capital replacements are considered discretionary and
could be curtailed in periods of low liquidity. Capital replacements are planned
expenditures made each year to maintain high quality standards of facilities for
the  purpose  of  meeting  existing  members'  expectations  and  to attract new
members.  Capital  replacements  have  ranged  from  5.6%  to  9.0% of operating
revenues  during  the  last three years, which has grown in the last year due to
the  information  technology  initiative  which  the  Company  has substantially
completed.  Capital  expansions are discretionary expenditures, which create new
amenities  or enhance existing amenities at existing facilities.  Development of
the  Company's  new facilities and planned expansions at existing facilities are
expected  to  require  capital  expenditures  of approximately $70.0 million and
$85.0  million,  respectively,  over  the  next  two  years  to be financed with
external  financing  of  ClubCorp,  Inc.  and  cash  flows  from  operations.

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  28,  1999.


                                        14


          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  changes  in the federal tax laws.  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.

PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Sale of Unregistered Securities

     During the second quarter of 2000 the Company sold unregistered securities.
The  issuance  by the Company of the securities sold in this transaction was not
registered  under  the  Securities  Act  of  1933,  pursuant  to  the  exemption
contemplated  by  Section 4(2) for transactions not involving a public offering.
On  May  1, 2000, the Company sold 10,000 shares of treasury stock to an officer
at  $17.05  per  share  for  aggregate  consideration  of  $170,500.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On  May  3,  2000,  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, James M.
Hinckley,  James  L.  Singleton  and  Bahram  Shirazi.

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
     10.1 - Executive Liability and Indemnification Policy Endorsements No. 15
            through No. 25
     15.1 - Letter from KPMG LLP regarding unaudited interim financial
            statements
     24.1 - Power of Attorney
     27.1 - Financial Data Schedule
(b)  Reports on Form 8-K
     Not applicable


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                                   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 28, 2000                            By:  /s/Jeffrey P. Mayer
       -------------                                 -----------------------
                                                     Jeffrey P. Mayer
                                                     Chief Financial Officer


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