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 9, 1998


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


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


               DELAWARE                           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:  FORMER NAME:  CLUB CORPORATION INTERNATIONAL


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  9,  1998  was  84,911,248.

<PAGE>

                          CLUBCORP INTERNATIONAL, INC.

                                      INDEX


Part  I.  FINANCIAL  INFORMATION

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

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

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

Part II. OTHER INFORMATION

<PAGE>

                          PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS


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


The  Board  of  Directors
ClubCorp  International,  Inc.:

We  have reviewed the consolidated balance sheet of ClubCorp International, Inc.
and  subsidiaries  (ClubCorp)  as of September 9, 1998 and September 3, 1997 and
the  related  consolidated  statements  of  operations  for the twelve weeks and
thirty six weeks ended September 9, 1998 and September 3, 1997 and stockholders'
equity  and  cash  flows  for  the  thirty six weeks ended September 9, 1998 and
September 3, 1997, respectively. 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, 1997
and  the related consolidated statements of operations, stockholders' equity and
cash  flows  for  the  year then ended (not presented herein); and in our report
dated  February  27, 1998, except as to Note 2, which is as of October 13, 1998,
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,  1997 is fairly presented, in all material
respects,  in  relation to the consolidated balance sheet from which it has been
derived.  Our report on the consolidated financial statements of ClubCorp refers
to  a  retroactive  change  in the Company's method of accounting for membership
initiation  deposits  and  fees  and  the  related  incremental  direct selling.

As  discussed  in  Note 2 to the accompanying consolidated financial statements,
ClubCorp changed its method of accounting for membership initiation deposits and
fees  and  the  related  incremental  direct  selling costs and has restated the
consolidated  financial  statements  to  give retroactive effect to this change.



                                             KPMG  Peat  Marwick  LLP

Dallas,  Texas
October  16,  1998

<PAGE>

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

<TABLE>
<CAPTION>


                                                           September 3,    December 31,    SEPTEMBER 9,
Assets                                                         1997            1997            1998
------                                                    --------------  --------------  --------------
<S>                                                       <C>             <C>             <C>
Current assets:
Cash and cash equivalents                                 $     112,432   $     101,419   $      78,801
Membership and other receivables, net                            74,241          76,522          76,559
Inventories                                                      15,365          14,954          18,619
Other assets                                                     15,036          14,968          17,454
                                                          --------------  --------------  --------------
Total current assets                                            217,074         207,863         191,433

Property and equipment, net                                     665,391         677,227         723,530
Other assets                                                    116,673         143,584         148,988
                                                          --------------  --------------  --------------
                                                          $     999,138   $   1,028,674   $   1,063,951
                                                          ==============  ==============  ==============

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

Current liabilities:
Accounts payable and accrued liabilities                  $      44,930   $      57,996   $      51,705
Long-term debt - current portion                                 71,376          74,621          18,443
Other liabilities                                                95,265          79,995          99,712
                                                          --------------  --------------  --------------
Total current liabilities                                       211,571         212,612         169,860

Long-term debt                                                  195,203         181,236         240,035
Other liabilities                                               134,237         109,493         109,014
Membership deposits                                              80,525          83,066          90,781

Redemption value of common stock held by benefit plan            49,878          53,652          58,749

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,218,416 outstanding
   at September 3, 1997, 85,003,839 at December 31, 1997
   and 84,911,248 at September 9, 1998                              902             902             902
Additional paid-in capital                                       10,593          10,607          11,037
Accumulated other comprehensive income                               48             260             380
Retained earnings                                               355,474         419,061         427,234
Treasury stock                                                  (39,293)        (42,215)        (44,041)
                                                          --------------  --------------  --------------
Total stockholders' equity                                      327,724         388,615         395,512
                                                          --------------  --------------  --------------
                                                          $     999,138   $   1,028,674   $   1,063,951
                                                          ==============  ==============  ==============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<CAPTION>

                                                                12 WEEKS ENDED                  36 WEEKS ENDED
                                                        ------------------------------  ------------------------------
                                                         September 3,    SEPTEMBER 9,    September 3,    SEPTEMBER 9,
                                                             1997            1998            1997            1998
                                                        --------------  --------------  --------------  --------------
<S>                                                     <C>             <C>             <C>             <C>
Operating revenues                                      $     192,084   $     196,831   $     546,742   $     580,175
Operating costs and expenses                                  163,041         170,547         466,416         486,909
Selling, general and administrative expenses                   15,597          16,569          45,406          48,550
                                                        --------------  --------------  --------------  --------------

Operating income                                               13,446           9,715          34,920          44,716

(Loss) gain on divestitures                                    (5,524)         (3,324)          6,378          (5,386)
Interest and investment income                                  2,875           5,522           6,546           9,508
Interest expense                                               (7,129)         (6,473)        (23,335)        (21,344)
Other (expense) income                                            (90)          1,025             (90)          1,025
                                                        --------------  --------------  --------------  --------------

Income from continuing operations before income tax
   provision, minority interest and extraordinary item          3,578           6,465          24,419          28,519

Income tax provision                                           (1,342)         (4,305)         (3,754)        (13,327)

Minority interest                                                 (92)            (32)           (162)           (746)
                                                        --------------  --------------  --------------  --------------

Income from continuing operations
   before extraordinary item                                    2,144           2,128          20,503          14,446

Discontinued operations:
Gain on disposal of financial services segment,
   net of income tax provision of $15,221                           -               -          25,146               -
                                                        --------------  --------------  --------------  --------------

Income before extraordinary item                                2,144           2,128          45,649          14,446


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

Net income                                              $       2,144   $       2,128   $      45,649   $      13,270
                                                        ==============  ==============  ==============  ==============


Basic and diluted earnings per share:
Income from continuing operations                       $         .03   $         .03   $         .24   $         .17
Discontinued operations                                             -               -             .29               -
Extraordinary item - loss on extinguishment of debt                 -               -               -            (.01)
                                                        --------------  --------------  --------------  --------------
Net income                                              $         .03   $         .03   $         .53   $         .16
                                                        ==============  ==============  ==============  ==============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

CLUBCORP INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Thirty Six Weeks Ended September 3, 1997 and September 9, 1998
(Dollars in thousands, except share amounts)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                                         Accumulated
                                                                                                            other
                                                  Common stock (100, 000,000 shares                     comprehensive
                                                 authorized, par value $.01 per share)                      income
                                             --------------------------------------------               -------------
                                                                                                           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, 1996, as restated   90,219,408  4,826,167    85,393,241   $  902  $    10,380  $        (54)
Net income                                            -          -             -        -            -             -
Purchase of treasury stock                            -    229,498      (229,498)       -            -             -
Stock issued in connection with bonus plans           -    (54,673)       54,673        -          213             -
Foreign currency translation adjustment               -          -             -        -            -           102
Market adjustment                                     -          -             -        -            -             -
Change in redemption value of common
   stock held by benefit plan                         -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
Balances at September 3, 1997, as restated   90,219,408  5,000,992    85,218,416   $  902  $    10,593  $         48
                                             ==========  ==========  ============  ======  ===========  =============

BALANCES AT DECEMBER 31, 1997, AS RESTATED   90,219,408  5,215,569    85,003,839   $  902  $    10,607  $        260
NET INCOME                                            -          -             -        -            -             -
PURCHASE OF TREASURY STOCK                            -    163,185      (163,185)       -            -             -
STOCK ISSUED IN CONNECTION WITH BONUS PLANS           -    (70,594)       70,594        -          430             -
FOREIGN CURRENCY TRANSLATION ADJUSTMENT               -          -             -        -            -           120
CHANGE IN REDEMPTION VALUE OF COMMON
   STOCK HELD BY BENEFIT PLAN                         -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
BALANCES AT SEPTEMBER 9, 1998                90,219,408  5,308,160    84,911,248   $  902  $    11,037  $        380
                                             ==========  ==========  ============  ======  ===========  =============

                                                 Accumulated
                                                   other
                                                comprehensive
                                                   income
                                              ------------------
                                                 Unrealized
                                                  Gains or
                                                  Losses on
                                               Investments in                                  Total
                                                  Debt and         Retained    Treasury    Stockholders'
                                              Equity Securities    Earnings     Stock         Equity
                                             -------------------  ----------  ----------  ---------------
<S>                                          <C>                  <C>         <C>         <C>
Balances at December 31, 1996, as restated   $              (46)  $ 316,470   $ (37,100)  $      290,552
Net income                                                    -      45,649           -           45,649
Purchase of treasury stock                                    -           -      (2,617)          (2,617)
Stock issued in connection with bonus plans                   -           -         424              637
Foreign currency translation adjustment                       -           -           -              102
Market adjustment                                            46           -           -               46
Change in redemption value of common
   stock held by benefit plan                                 -      (6,645)          -           (6,645)
                                             -------------------  ----------  ----------  ---------------
Balances at September 3, 1997, as restated   $                -   $ 355,474   $ (39,293)  $      327,724
                                             ===================  ==========  ==========  ===============

BALANCES AT DECEMBER 31, 1997, AS RESTATED   $                -   $ 419,061   $ (42,215)  $      388,615
NET INCOME                                                    -      13,270           -           13,270
PURCHASE OF TREASURY STOCK                                    -           -      (2,399)          (2,399)
STOCK ISSUED IN CONNECTION WITH BONUS PLANS                   -           -         573            1,003
FOREIGN CURRENCY TRANSLATION ADJUSTMENT                       -           -           -              120
CHANGE IN REDEMPTION VALUE OF COMMON
   STOCK HELD BY BENEFIT PLAN                                 -      (5,097)          -           (5,097)
                                             -------------------  ----------  ----------  ---------------
BALANCES AT SEPTEMBER 9, 1998                $                -   $ 427,234   $ (44,041)  $      395,512
                                             ===================  ==========  ==========  ===============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

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


<TABLE>
<CAPTION>


                                                                                    36 WEEKS ENDED
                                                                             ------------------------------
                                                                              September 3,    SEPTEMBER 9,
                                                                                  1997            1998
                                                                             --------------  --------------
<S>                                                                          <C>             <C>
Cash flows from operations:
Net income                                                                   $      45,649   $      13,270
Adjustments to reconcile net income to cash flows provided from operations:
Depreciation and amortization                                                       33,183          36,688
(Gain) loss on divestitures                                                         (6,378)          5,386
Minority interest in net income of subsidiaries                                        162             746
Gain on disposal of financial services segment                                     (25,146)              -
Gain on the sale of investments                                                          -          (4,043)
Extraordinary item - loss on extinguishment of debt                                      -           1,810
Equity in losses (earnings) in partnerships and joint ventures                       1,518          (1,727)
Amortization of discount on membership deposits                                      4,280           4,838
Deferred income taxes                                                                2,836          11,037
Decrease in real estate held for sale                                                6,938           6,696
(Increase) decrease in membership and other receivables, net                        (1,253)            270
Decrease in accounts payable and accrued liabilities                                (9,524)         (2,377)
Increase in deferred membership revenues                                             4,698           4,740
Other                                                                               12,141           4,788
                                                                             --------------  --------------
Cash flows provided from operations                                                 69,104          82,122

Cash flows from investing activities:
Additions to property and equipment                                                (41,093)        (57,409)
Development of real estate ventures                                                 (5,011)        (10,576)
Development of new facilities                                                       (4,390)        (10,756)
Acquisition of facilities                                                           (2,960)         (9,038)
Investment in joint ventures                                                        (1,000)        (16,414)
Proceeds from disposition of subsidiaries and assets, net                           13,074           4,697
Proceeds from disposal of financial services segment, net                           89,968               -
Proceeds from sale of investments                                                        -           9,864
Other                                                                                7,625          (8,351)
                                                                             --------------  --------------
Cash flows provided from (used by) investing activities                             56,213         (97,983)

Cash flows from financing activities:
Borrowings of long-term debt                                                        11,902         223,092
Repayments of long-term debt                                                       (81,838)       (225,175)
Membership deposits received, net                                                      867           1,902
Treasury stock transactions, net                                                    (2,617)         (2,399)
Repayment of Federal Home Loan bank advances                                        (3,153)              -
Dividend paid to minority shareholder of financial services segment                (12,500)         (4,177)
                                                                             --------------  --------------
Cash flow used by financing activities                                             (87,339)         (6,757)
                                                                             --------------  --------------

Total net cash flows                                                                37,978         (22,618)

Cash and cash equivalents at beginning of period                                    74,454         101,419
                                                                             --------------  --------------
Cash and cash equivalents at end of period                                   $     112,432   $      78,801
                                                                             ==============  ==============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

CLUBCORP INTERNATIONAL, INC.
Condensed Notes to Consolidated Financial Statements


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------
Consolidation
-------------
The  consolidated  financial  statements  include  the  accounts  of  ClubCorp
International, Inc. (Parent) and its subsidiaries (collectively ClubCorp) except
for  certain  subsidiaries  of  Franklin Federal Bancorp, a Federal Savings Bank
(Franklin).  On  January  2,  1997, Franklin sold certain assets and transferred
certain  liabilities  to  Norwest Corporation. Thus, Franklin is classified as a
discontinued  operation  in  the accompanying consolidated financial statements.

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, 1997 which were a part of ClubCorp's
Form  10-K  and  Form  10-K/A  Amendment  No.  1.

In  the  opinion of ClubCorp management, the accompanying unaudited consolidated
financial  statements  reflect  all  adjustments (consisting of normal recurring
accruals)  necessary  to  present  fairly the consolidated financial position of
ClubCorp  as  of  September  3,  1997 and September 9, 1998 and the consolidated
results  of  operations and cash flows for the twelve weeks and thirty six weeks
ended September 3, 1997 and September 9, 1998, respectively. Interim results are
not  necessarily  indicative of fiscal year performance because of the impact of
seasonal  and  short-term  variations.

Earnings  per  share
--------------------
Earnings per share for the twelve weeks ended September 3, 1997 and September 9,
1998  is  computed  using  the  weighted average number of shares outstanding of
85,222,588  and  84,917,273 for basic and 85,969,474 and 86,077,714 for diluted,
respectively.  For the thirty six weeks ended September 3, 1997 and September 9,
1998, earnings per share is computed using the weighted average number of shares
outstanding of 85,341,186 and 85,001,850 for basic and 85,944,298 and 86,321,454
for  diluted, respectively.  The weighted average shares outstanding used in the
calculation  of  diluted  earnings  per  share includes the effect of options to
purchase  common  stock.

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


NOTE  2.  CHANGE  IN  ACCOUNTING  POLICY
----------------------------------------
ClubCorp  has  changed  its accounting policy for membership initiation deposits
and fees to defer such revenues and recognize them on a straight line basis over
the  expected  average  life  of  active  membership.   Revenues from membership
initiation  deposits  and fees were previously recognized by ClubCorp as revenue
on  the  date  of  acceptance  of  the  member.   In addition to the deferral of
membership  initiation  deposits  and  fees,  ClubCorp  has deferred the related
incremental  direct  selling  costs  of  membership initiation deposits and fees
(primarily  commissions)  and  is recording such costs in the same manner as the
revenues  are  recognized.  Accordingly, the accompanying consolidated financial
statements  have  been  retroactively  adjusted  to  reflect this change for all
periods  presented.    The  impact  of  the restatement is summarized as follows
(dollars  in  thousands,  except  per  share  amounts):

<TABLE>
<CAPTION>

                           12 Weeks        36 WEEKS
                            Ended           ENDED
                         September 3,    SEPTEMBER 3,
                             1997            1997
                        --------------  --------------
<S>                     <C>             <C>
Operating revenues      $      (1,611)  $      (7,843)
Operating income               (1,681)         (8,168)
Income from continuing
operations before
income tax and
minority interest              (1,351)         (7,722)
Income tax provision              117             528
Income from
continuing operations          (1,234)         (7,321)
                        --------------  --------------
Net income              $      (1,234)  $      (7,321)
                        ==============  ==============

Basic and diluted
earnings per share:
Income from
continuing operations   $         .01   $         .09
                        --------------  --------------
Net income              $         .01   $         .09
                        ==============  ==============
</TABLE>

In  addition,  this  change  resulted  in  a  decrease  in  retained earnings of
$68,566,000  and  $70,223,000  as  of  September  3, 1997 and December 31, 1997,
respectively.

ClubCorp  now  presents  changes in the redemption value of common stock held by
the  benefit  plan as a direct charge to retained earnings instead of a separate
component of stockholders' equity.  This reclassification resulted in a decrease
in  retained earnings of $49,878,000 and $53,652,000 as of September 3, 1997 and
December  31,  1997,  respectively.   This reclassification had no net effect on
total  stockholders'  equity.


NOTE  3.  TOTAL  COMPREHENSIVE  INCOME
--------------------------------------
In  June  1997,  the  Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income".
SFAS  130  requires that an entity include in total comprehensive income certain
amounts which were previously recorded directly to stockholders' equity. For the
twelve  weeks and thirty six weeks ended September 3, 1997 and September 9, 1998
the  other  comprehensive  income amounts included in total comprehensive income
consisted  of  unrealized gains on investments in debt and equity securities and
foreign  currency  translation  adjustments.  Total  comprehensive  income  was
$2,322,000  and  $2,602,000  for  the  twelve  weeks  ended  and $45,797,000 and
$13,390,000  for  the  thirty six weeks ended September 3, 1997 and September 9,
1998,  respectively.


NOTE  4.  OMNIBUS  STOCK  OPTION  PLAN
--------------------------------------
The  Club  Corporation International Omnibus Stock Plan (Plan) was adopted to be
effective February 1998. The Plan provides for granting to key employee partners
options  to purchase shares of common stock at a price not less than fair market
value  at the date of grant. The vesting will be determined at the time of grant
and  will  generally  be  three  to  five years. The initial grant was 1,739,000
options  with  a five year vesting and a ten year expiration date. None of these
options  are  currently  exercisable.


NOTE  5.  SENIOR  CREDIT  FACILITY
----------------------------------
On  May  27, 1998, Parent finalized a five-year $300,000,000 unsecured revolving
credit  facility  agreement  with  a group of banks.  The obligations under this
facility  are  guaranteed  by certain of its subsidiaries.  The interest rate is
determined  using  a LIBOR-based pricing matrix as defined in the agreement.  As
of  September  9, 1998, Parent has used this facility to refinance approximately
$174,944,000  in existing debt and related accrued interest of its subsidiaries.
In  conjunction  with  this refinancing, unamortized loan costs and discounts on
long-term  debt  totaling  $1,810,000 are shown in the accompanying Consolidated
Statement  of  Operations  as  an extraordinary item - loss on extinguishment of
debt.   The amount outstanding under this agreement, including letters of credit
of  $14,703,000, as of September 9, 1998, is $189,703,000 at an interest rate of
LIBOR  plus  62.5  basis  points.


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  the  resolution  of  these  matters would not materially affect
ClubCorp's  consolidated  financial  statements.


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

INTRODUCTION

     ClubCorp  International,  Inc. ("ClubCorp" or the "Company"), formerly Club
Corporation  International,  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,  city  clubs,
city/athletic  clubs,  athletic  clubs, resorts, and certain related real estate
through  sole  ownership,  partial ownership (including joint venture interests)
and  management  agreements.  The  Company's operations are organized into three
principal  business  segments  according  to  the  type of facility or service -
resorts,  country  club and golf facilities, and city facilities.  The Company's
primary sources of revenue include membership dues, fees, and deposits, food and
beverage  sales,  revenues  from  golf  operations,  and  lodging.

     The  predecessor  corporation  to  ClubCorp was organized in 1957 under the
name  Country  Clubs,  Inc. All references herein to ClubCorp shall also include
Country  Clubs,  Inc.  and  its  successor  corporations.  For  purposes of this
document,  references  to the "Company" include ClubCorp's various subsidiaries.
However,  each  of  ClubCorp  and  its  subsidiaries  is careful to maintain its
separate  legal  existence,  and general references to the Company should not be
interpreted in any way to reduce the legal distinctions between the subsidiaries
or  between  ClubCorp  and  its  subsidiaries.

     The  following  discussion of the Company's financial condition and results
of  operations  for the 12 and 36 weeks ended September 3, 1997 and September 9,
1998 should be read in conjunction with the Company's Annual Report on Form 10-K
and  Form  10-K/A Amendment No. 1 for the year ended December 31, 1997, as filed
with  the  Securities  and  Exchange  Commission.

RESULTS OF OPERATIONS

12  WEEKS  ENDED  SEPTEMBER 9, 1998 COMPARED TO 12 WEEKS ENDED SEPTEMBER 3, 1997

Consolidated  Operations

     Operating  revenues increased 2.4% to $196.8 million for the 12 weeks ended
September  9,  1998 from $192.1 million for the 12 weeks ended September 3, 1997
due primarily to increased revenues at mature facilities.  Operating revenues of
mature facilities (i.e., those for which a comparable period of activity exists,
generally  those owned for at least eighteen months to two years) increased 2.0%
to  $175.4  million  from  $172.0  million  for  the  same  period.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
4.6%,  to  $170.5  million  for the 12 weeks ended September 9, 1998 from $163.0
million  for  the  12  weeks  ended  September  3,  1997, principally reflecting
increased operating costs and expenses at mature facilities which increased 3.9%
to  $151.2  million  from  $145.5  million for the same period, due primarily to
increased costs of sales for food and beverage, golf operations, cash flow based
facility  rentals,  inflationary  payroll cost increases, and bonus accruals for
property  level  management.

     Selling,  general  and  administrative  expenses  increased  6.4%  to $16.6
million  from  $15.6  million,  due  primarily to bonus accruals for executives,
regional  and  corporate  management.

     Interest  expense  decreased  8.5%  to  $6.5 million for the 12 weeks ended
September 9, 1998 from $7.1 million for the 12 weeks ended September 3, 1997 due
mainly  to  1997  and  1998  divestitures.

     Other  income  of $1.0 million in 1997 is due to the partial reversal of an
accrual  for  pending  litigation  in  the  ordinary  course  of  business.

Segment  and  Other  Information  -  12  Weeks

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 12 week periods ended
September  3,  1997  and  September  9,  1998:

<TABLE>
<CAPTION>

                                      MATURE RESORTS      TOTAL RESORTS
                                     -----------------  -----------------
                                      1997      1998     1997      1998
                                     -------  --------  -------  --------
(dollars in thousands)
<S>                                  <C>      <C>       <C>      <C>
Number of facilities at period end         4         4        7         6
Operating revenues                   $39,159  $ 37,899  $41,493  $ 40,163
Operating costs and expenses          32,124    30,906   36,441    34,636
                                     -------  --------  -------  --------
Segment operating income             $ 7,035  $  6,993  $ 5,052  $  5,527
                                     =======  ========  =======  ========
</TABLE>

     Operating  revenues  from  total  resorts  decreased  3.2% due primarily to
increased  revenues  at  mature facilities offset by the effect of divestitures.
Operating  revenues  from  mature  resorts  decreased  3.2%  due  mainly  to
divestitures.  The  decrease  is also indicative of a decrease of 1.2 percentage
points  in  the  occupancy  rate  and  an increase of 12.3% in the average daily
revenue per occupied room for Pinehurst, Homestead, and Barton Creek.  Pinehurst
continued  to  experience  significant increases in operating revenues which are
attributable  to  its  hosting  of  the  1999  U.S.  Open.

Country  Club  and  Golf  Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data for the Company's country club and golf facility segment for the
12  week  periods  ended  September  3,  1997  and  September  9,  1998:

<TABLE>
<CAPTION>

                                        MATURE COUNTRY        TOTAL COUNTRY
                                           CLUB AND              CLUB AND
                                        GOLF FACILITIES      GOLF FACILITIES
                                     --------------------  --------------------
                                      1997       1998       1997       1998
                                     -------  -----------  -------  -----------
(dollars in thousands)
<S>                                  <C>      <C>          <C>      <C>
Number of facilities at period end       100          100      111          109
Operating revenues                   $84,348  $    87,208  $88,226  $    94,637
Operating costs and expenses          67,616       71,901   70,708       77,504
                                     -------  -----------  -------  -----------
Segment operating income             $16,732  $    15,307  $17,518  $    17,133
                                     =======  ===========  =======  ===========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
7.3%  primarily due to increased revenues at mature properties and acquisitions.
Operating  revenues  from mature country club and golf facilities increased 3.4%
due  to  an  increase  in  members, the reopening of several courses at existing
facilities  which  were  closed  for  renovation  during the prior year, and the
acquisition  of  pro  shops  previously  owned  by  golf  professionals.

City  Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data  for the Company's city facility segment for the 12 week periods
ended  September  3,  1997  and  September  9,  1998:

<TABLE>
<CAPTION>

                                           MATURE                TOTAL
                                       CITY FACILITIES       CITY FACILITIES
                                     --------------------  --------------------
                                      1997       1998       1997       1998
                                     -------  -----------  -------  -----------
(dollars in thousands)
<S>                                  <C>      <C>          <C>      <C>
Number of facilities at period end        91           91       95           95
Operating revenues                   $48,456  $    50,250  $50,478  $    52,262
Operating costs and expenses          45,785       48,362   47,823       50,584
                                     -------  -----------  -------  -----------
Segment operating income             $ 2,671  $     1,888  $ 2,655  $     1,678
                                     =======  ===========  =======  ===========
</TABLE>

     Operating  revenues from total city facilities increased 3.5% primarily due
to increased revenues at mature facilities.  Operating revenues from mature city
facilities increased by 3.7% due to an increase in members and facilities usage.

International  and  Realty

     International  operating  revenues  increased  to $2.0 million in 1998 from
$1.6 million in 1997 due primarily to increased equity earnings from a city club
in  Singapore  that  opened  in  1997.

     Realty  operating  revenues  decreased  to  $3.9  million in 1998 from $6.2
million  in  1997  due  to decreased sales of land held for resale in connection
with  golf  facilities  in  Colorado,  California,  and  Hilton  Head.

36  WEEKS  ENDED  SEPTEMBER 9, 1998 COMPARED TO 36 WEEKS ENDED SEPTEMBER 3, 1997

Consolidated  Operations

     Operating  revenues increased 6.1% to $580.2 million for the 36 weeks ended
September  9,  1998 from $546.7 million for the 36 weeks ended September 3, 1997
due primarily to increased revenues at mature facilities.  Operating revenues of
mature facilities (i.e., those for which a comparable period of activity exists,
generally  those owned for at least eighteen months to two years) increased 5.4%
to  $522.7  million  from  $496.1  million  for  the  same  period.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
4.4%,  to  $486.9  million  for the 36 weeks ended September 9, 1998 from $466.4
million  for  the  36  weeks  ended  September  3,  1997, principally reflecting
increased operating costs and expenses at mature facilities which increased 4.3%
to  $452.8  million  from  $434.2  million for the same period, due primarily to
increases  in  costs  of sales for food and beverage, golf operations, cash flow
based  facility rentals, inflationary payroll cost increases, and bonus accruals
for  property  level  management.

     Selling,  general  and  administrative  expenses  increased  7.0%  to $48.6
million  for  the 36 weeks ended September 9, 1998 from $45.4 million for the 36
weeks  ended  September 3, 1997, due primarily to bonus accruals for executives,
corporate  and  regional  management.

     Interest  expense  decreased  8.6%  to $21.3 million for the 36 weeks ended
September  9,  1998 from $23.3 million for the 36 weeks ended September 3, 1997,
due  mainly  to  1997  and  1998  divestitures.

Segment  and  Other  Information  -  36  Weeks

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 36 week periods ended
September  3,  1997  and  September  9,  1998:

<TABLE>
<CAPTION>


                                               MATURE RESORTS       TOTAL RESORTS
                                            --------------------  ------------------
                                              1997       1998       1997      1998
                                            ---------  ---------  --------  --------
(dollars in thousands)
<S>                                         <C>        <C>        <C>       <C>
Number of facilities at period end                 4          4          7         6
Operating revenues                          $102,868   $107,156   $112,504  $113,414
Operating costs and expenses                  90,536     92,384    105,608   102,736
                                            ---------  ---------  --------  --------
Segment operating income                    $ 12,332   $ 14,772   $  6,896  $ 10,678
                                            =========  =========  ========  ========

Room nights available                        277,787    274,636
Occupancy rate                                  51.4%      52.6%
Average daily room rate per occupied room   $    165   $    176
Average daily revenue per occupied room     $    625   $    689
</TABLE>

     Operating  revenues  from  total  resorts  increased  only  0.8%  as mature
resorts' increased operating revenues were offset by the effect of divestitures.
Mature  resorts'  operating  revenues  increased  4.2%,  which  is indicative of
increases  of  1.2  percentage points in the occupancy rate, 6.7% in the average
daily  room  rate  per occupied room, and 10.2% in the average daily revenue per
occupied  room  for Pinehurst, Barton Creek, and Homestead.  Pinehurst continued
to experience significant increases in operating revenues which are attributable
to  its  hosting  of  the  1999  U.S.  Open.

     The  differences  in  operating revenues, operating costs and expenses, and
segment  operating income between mature resorts and total resorts are primarily
attributable  to  the  Company's  operations  at Daufuskie Island ("Daufuskie").
ClubCorp  purchased  Daufuskie at the end of 1996 for nominal consideration as a
turn-around  opportunity.   Daufuskie had operating losses of approximately $4.1
million  for the 36 weeks ended September 9, 1998 and aggregate operating losses
of  approximately  $10.9 million since it was acquired by ClubCorp at the end of
1996.

Country  Clubs  and  Golf  Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data for the Company's country club and golf facility segment for the
36  week  periods  ended  September  3,  1997  and  September  9,  1998:

<TABLE>
<CAPTION>

                                         MATURE COUNTRY         TOTAL COUNTRY
                                            CLUB AND               CLUB AND
                                        GOLF FACILITIES        GOLF FACILITIES
                                     ---------------------  ---------------------
                                       1997       1998        1997       1998
                                     --------  -----------  --------  -----------
(dollars in thousands)
<S>                                  <C>       <C>          <C>       <C>
Number of facilities at period end        100          100       111          109
Operating revenues                   $235,032  $   249,460  $243,833  $   263,870
Operating costs and expenses          195,648      206,818   203,796      219,222
                                     --------  -----------  --------  -----------
Segment operating income             $ 39,384  $    42,642  $ 40,037  $    44,648
                                     ========  ===========  ========  ===========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
8.2%  primarily  due  to  increased  revenues  at  mature facilities.  Operating
revenues  from  mature country club and golf facilities increased 6.1% primarily
due  to  an  increase  in  members, the reopening of several courses at existing
facilities  which  were  closed  for  renovation  during the prior year, and the
acquisition  of  pro  shops  previously  owned  by  golf  professionals.

City  Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data  for the Company's city facility segment for the 36 week periods
ended  September  3,  1997  and  September  9,  1998:

<TABLE>
<CAPTION>

                                       MATURE CITY FACILITIES    TOTAL CITY FACILITIES
                                     -------------------------  ------------------------
                                         1997         1998         1997         1998
                                     ------------  -----------  -----------  -----------
(dollars in thousands)
<S>                                  <C>           <C>          <C>          <C>
Number of facilities at period end             91           91           95           95
Operating revenues                   $    158,177  $   166,092  $   161,906  $   169,712
Operating costs and expenses              148,032      153,618      152,126      157,343
                                     ------------  -----------  -----------  -----------
Segment operating income             $     10,145  $    12,474  $     9,780  $    12,369
                                     ============  ===========  ===========  ===========
</TABLE>

     Operating  revenues from total city facilities increased 4.8% due primarily
to increased revenues at mature facilities.  Operating revenues from mature city
facilities  increased  by 5.0% due to an increase in members and facility usage.

International and Realty

     International  operating  revenues  increased  to  $5.6  million  from $3.2
million primarily due to increased equity earnings from a city club in Singapore
that    opened  in  1997.

     Realty  operating  revenues  increased  to $16.0 million in 1998 from $14.5
million  in 1997 primarily due to increased sales of real estate held for resale
in  connection  with  a  golf  facility  in  Colorado.

SEASONALITY

     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 city facilities generate a disproportionately greater
share of their yearly revenues in the fourth quarter, which includes the holiday
and  year-end  party  season.  As a result of these factors, the Company usually
generates  a  disproportionate  share  of its revenues in the second, third, and
fourth  quarters  of each year and has lower revenues in the first quarter.  The
timing  of  purchases,  sales,  or leases of facilities also have caused and may
cause  the  Company's  results  of operations to vary significantly in otherwise
comparable  periods.    In  addition,  the  Company's results can be affected by
non-seasonal  and  severe  weather  patterns.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  finances  its  operations  and capital replacements primarily
through  cash  flows  from  operations.   Historically, the Company financed its
capital  expansions  through  cash  from  operations  and  long-term debt at the
subsidiary  level. Most capital expenditures other than capital replacements are
considered  discretionary  and  could  be curtailed in periods of low liquidity.
Capital  replacements  are  planned expenditures made each year to maintain high
quality  standards  of  facilities  for the purpose of meeting existing members'
expectations  and  to attract new members. Capital replacements have ranged from
3.8%  to  5.3%  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.

     The  Company  has  committed  to  provide  updated technology to all of its
properties  during  1998 and 1999.  This technology will include installation of
point-of-sale  hardware  and  software,  replacement  of  computer  hardware and
software  to  provide  network  capabilities,  the  purchase  and development of
accounting  software  and  hardware,  and  the  installation  of electronic time
management  systems.    In January of 1998, the Company signed an agreement with
Oracle  Corporation to purchase new software for its accounting, purchasing, and
human  resources  applications.    The decision to acquire Oracle's software was
made  primarily  to  better enable management to improve operating efficiencies,
exceed  member  expectations,  grow people, performance, profits, and markets by
re-engineering processes using enterprise resource planning software.  Executive
management  intends  to  allocate  the necessary resources to develop additional
technology applications and tools that will allow the properties to operate more
effectively  and  efficiently  and  to  increase  the  value  of  membership  in
conjunction  with  service  excellence.    Completion of the technology upgrade,
including  conversion  of  the  existing  software,  is  expected  to  require
approximately  $17.0 to $20.0 million in additional expenditures, of which $14.0
to $17.0 million will be capitalized.  The upgrade will be funded through both a
capital lease with a bank over a four to five year period and through cash flows
from  operations.

     Computer  programs  were  historically written using two digits rather than
four  digits  to  identify  the year.  The computer might then recognize the two
digits  "00"  as  year  1900  rather than year 2000 resulting in possible system
failures,  miscalculations,  and/or  loss  of data.   This is referred to as the
"Year  2000"  issue.      Implementation  of Oracle software and updating and/or
replacement  of  other software programs addresses the Company's Year 2000 issue
with  respect  to  its  information  technology  systems  and  is expected to be
completed  by  November  1999.    If the conversion is not completed in a timely
manner,  Year  2000  issues  may  have  a  significant  impact  on the Company's
operations.    The  Company,  however, has alternative plans in the event Oracle
software is not implemented in a timely manner.  These alternative plans include
the  simultaneous  reprogramming  of  existing systems to enable them to be Year
2000  compliant.    The  Company  is  currently  evaluating  its non information
technology  systems, suppliers, landlords, and vendors for Year 2000 compliance.
The  Company does not believe that Year 2000 issues will have a material adverse
effect  on  the business operations or the financial performance of the Company.
However,  contingency  plans  will  be  developed  for  identified key risks and
suppliers.    There can be no assurance, however, that Year 2000 issues will not
adversely  affect  the  Company  and  its  business.

     Membership  deposits  represent advance initiation deposits paid by members
and  are  refundable a fixed number of years (generally 30 years) after the date
of acceptance as a member. Management does not consider maturities of membership
deposits  over  the next five years to be significant. Due to the utilization of
long-term operating leases and membership deposits, the Company'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.

     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 9,
1998,  the  value  of  the  Redemption  Right was $58.7 million. The most recent
appraised  price  of  the  Common  Stock  is $15.56 as of September 9, 1998. The
appraised  value  of  the Common Stock at September 9, 1998 is $1,321.2 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.    On April 14, 1998, ClubCorp's Board of Directors agreed to amend
and  restate the Plan to create the ClubCorp Employee Stock Ownership Plan which
becomes  effective  January  1,  1999.

     The  Company  finalized  an agreement on May 27, 1998 with a group of banks
for  a five-year $300.0 million unsecured senior revolving credit facility.  The
Company's  obligations  under  this  facility  are  guaranteed by certain of its
subsidiaries.    The  interest  rate  is  determined using a LIBOR-based pricing
matrix as defined in the agreement.  It is anticipated that interest rates under
this  facility  will  be substantially lower than interest rates on indebtedness
which  was repaid.  The Company has used the facility to refinance approximately
$174.9  million  in existing debt and related accrued interest of certain of its
subsidiaries.   In conjunction with this refinancing, unamortized loan costs and
discounts  on long-term debt totaling $1.8 million are shown in the accompanying
Consolidated  Statement  of  Operations  as  an  extraordinary  item  -  loss on
extinguishment  of  debt.    The  Company also is using the facility for working
capital,  capital  expenditures, and acquisitions.  The amount outstanding under
this agreement, including letters of credit of $14.7 million, as of September 9,
1998,  is  $189.7  million  at an interest rate of LIBOR plus 62.5 basis points.

     The  Company  uses  financial instruments, principally swaps, to manage its
interest  rate  exposure  primarily  from  borrowings under its revolving credit
facility.    These  contracts  generally  hedge balances for periods and amounts
consistent  with  the  Company's  exposure  and  do  not  constitute investments
independent  of  such  exposures.    The  Company  does  not use these financial
instruments  for  speculative  or  trading  purposes.    Swaps outstanding as of
September  11,  1997  and  September  9,  1998  were  not  material.

FACTORS  THAT  MAY  AFFECT  FUTURE  OPERATING  RESULTS

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

     The  success of the Company depends on the Company's ability to attract and
retain  members  at  its clubs and maintain or increase usage of its facilities.
The Company continues to focus its efforts on membership enrollment programs and
quality  service  to reduce attrition as one of its top priorities for 1998. 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
continuing to implement member survey suggestions and increasing the involvement
of  member  boards  of  governors  in  planning day-to-day activities.  Although
retention  of  existing  members  is  one  of  ClubCorp's top priorities and the
Company  devotes  substantial efforts to ensuring that members and customers are
satisfied,  many of the factors affecting club membership and facility usage are
beyond  the  control of the Company.  There can be no assurance that the Company
will  be  able  to  maintain  or  increase  membership  or  facilities'  usage.
Significant  periods  of attrition rates exceeding enrollments rates or facility
usage  below  historical  levels  could  have  a  material adverse effect on the
Company's  business,  operating  results,  and  financial  condition.

     As of October 20, 1998, the Company was in the final stages of negotiations
to  build three properties.  The consummation of the agreements to develop these
properties  is  expected  to  require  approximately  $17.0  to $20.0 million in
capital expenditures, to be funded primarily with cash flows from operations and
external  financing  of ClubCorp International, Inc. The eventual outcome of the
negotiations  cannot  be  accurately  predicted  at  this  time.

     In  April  of  1998, the American Institute of Certified Public Accountants
issued  Statement  of  Position  (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities".  SOP 98-5 requires that the costs of start-up activities, including
organizational  costs,  be expensed as incurred.  SOP 98-5 will be effective for
the  Company  in  its  fiscal  year  ending  in  1999.  Due to the nature of the
operations  of  the Company, the effect of the implementation of SOP 98-5 is not
expected  to  have  a significant impact on the financial position or results of
operations  of  the  Company.

     In  June of 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities".   SFAS 133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivatives  embedded  in  other  contracts, and for hedging
activities.    It  requires  that  an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those instruments at fair
value.   SFAS 133 will be effective for the Company in its fiscal year ending in
2000.    Due  to  the  nature  of  the  operations of the Company, the effect of
implementation  of  SFAS 133 is not expected to have a significant impact on the
financial  position  or  results  of  operations  of  the  Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


<PAGE>
                           PART II. OTHER INFORMATION



Item  1. Legal  Proceedings
         Refer  to  Note  6  to  Condensed  Notes  to  Consolidated  Financial
         Statements

Item  2. Changes  in  Securities  and  Use  of  Proceeds
          Not  applicable

Item  3. Defaults  Upon  Senior  Securities
          Not  applicable

Item  4. Submission  of  Matters  to  a  Vote  of  Security  Holders
         Not  applicable

Item  5. Other  Information
         Not  applicable

Item  6. Exhibits  and  Reports  on  Form  8-K
         (a) Exhibits
             10.1 - Ninth Amendment to the ClubCorp Stock Investment Plan
             10.2 - First Amendment to the ClubCorp Stock Trust
             15.1 - Letter from KPMG Peat Marwick LLP regarding unaudited
                    interim financial  statements

         (b) Reports  on  Form  8-K
             Not  applicable



<PAGE>
                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                              CLUBCORP INTERNATIONAL, INC.





Date:  October 23, 1998  By:  /s/ James P. McCoy, Jr.
                              -----------------------------
                              James P. McCoy, Jr.
                              Executive Vice President and
                              Chief Financial Officer
                              (chief accounting officer)