SIXTH AMENDMENT TO THE
                        CLUBCORP STOCK INVESTMENT PLAN


Amendment  made  this  4th  day  of  September,  1997,  by  Club  Corporation
International  (the  "Company").

                             W I T N E S S E T H:
                             -------------------

WHEREAS,  the  Company  maintains  the  ClubCorp  Stock  Investment  Plan (the
"Plan");  and

WHEREAS,  the  Company amended and restated the Plan effective January 1, 1995
and  subsequently  amended  the  Plan  to make certain technical qualification
changes  in  response  to  a  request  from  the Internal Revenue Service; and

WHEREAS,  the  Company has amended the Plan on several occasions with the most
recent  amendment  effective  April  22,  1997  to  provide  that all matching
contributions  made  to  the  Plan  shall  be made in either cash or shares of
Company  Stock;  and

WHEREAS,  the  Company  now  desires  to amend the Plan to correct and clarify
certain  changes  made  to the Plan by the Fourth Amendment and to comply with
the  requirements of the Uniformed Services Employment and Reemployment Rights
Act  of  1994, Pub. L. No. 103-353, and section 414(u) of the Internal Revenue
Code  of  1986,  as  amended;  and

WHEREAS,  the Plan may be amended by the Company pursuant to the provisions of
Article  XV  of  the  Plan,  and  the  Company  desires  to  amend  the  Plan:

NOW,  THEREFORE,  the Plan is amended as follows, effective as of September 1,
1996  except  as  otherwise  provided  herein:

1.  Effective as of December 12, 1994, the following new Section 3.05 is added
at  the  end  of  Article  III:

"3.05    Military  Service.  Notwithstanding any provision of this Plan to the
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contrary, contributions, benefits and service credit with respect to qualified
military  service  will  be  provided  in accordance with Code Section 414(u).
Loan  repayments, if any, will be suspended under this Plan as permitted under
Code  Section  414(u)(4)."

2.    Existing Subsection 4.05(2) is deleted in its entirety and the following
is  substituted  in  its  place:

"4.05(2)   Effective as of July 1, 1995, each Employee who becomes eligible or
who  at  a  given  time is about to become eligible to participate in the Plan
shall  elect, at such time and in such form as the Plan Administrator shall in
its  sole and absolute discretion determine, to defer the receipt of a portion
of  hisCompensation  or  to  receive  his  entire  Compensation  in  cash,  in
accordance  with  Subsection  4.05(1).  The Plan Administrator shall establish
and  communicate to Employees uniform and nondiscriminatory procedures for the
election  of  percentage  rates of Pre-Tax Contributions, including procedures
regarding  the effective date of such election, and may change said procedures
at such times and in such manner as the Plan Administrator may determine to be
necessary  or  desirable.  Any such change in procedures shall be communicated
to  Employees.

A  Participant who has previously elected to defer the receipt of a portion of
his  Compensation pursuant to this Section 4.05 may elect to change the amount
of  the  deferral of his Compensation effective on the first day of the July 1
or  January  1  next  following  the  date  notice  is  received  by  the Plan
Administrator;  provided, however, that a notice of the change in the election
must be delivered to the Plan Administrator in the form prescribed by the Plan
Administrator within the applicable Election Period prior to July 1 or January
1."

3.    Existing  Subsection  4.06(3)(b)  is  amended  by deleting the following
paragraph  from  the  end  thereof:

"Notwithstanding any Plan provision to the contrary, in no event shall Pre-Tax
Matching  Contributions  remain  allocated  to a Highly Compensated Employee's
Account,  and such amounts shall be treated as Forfeitures (in the same manner
as  provided  in  Subsection  ___),  if  the  Pre-Tax Contributions which were
matched  by  such  Pre-Tax  Matching  Contributions  are  refunded  as  Excess
Contributions  under  this  Subsection  4.06(3)(b)."

4.   Existing Section 4.07 is amended by deleting the following paragraph from
the  end  thereof:

"Notwithstanding any Plan provision to the contrary, in no event shall Pre-Tax
Matching  Contributions  remain  allocated  to a Highly Compensated Employee's
Account,  and such amounts shall be treated as Forfeitures (in the same manner
as  provided  in  Subsection  ____),  if  the Pre-Tax Contributions which were
matched  by  such  Pre-Tax  Matching  Contributions  are  refunded  as  Excess
Contributions  under  this  Subsection  4.07."

5.    The  Existing  Section  4.10  is amended to add the following to the end
thereof:

"All partial withdrawals must be for a minimum of five hundred dollars ($500).
All  partial  withdrawals over five hundred dollars ($500) must be made in two
hundred  fifty  dollar  ($250)  increments.

Withdrawals  under  this  Section 4.10 shall be paid as soon as possible after
the  first  January 1 or July 1 following receipt by the Plan Administrator of
the  written  application for withdrawal.  General withdrawals shall be valued
and  theamounts  of  the withdrawal shall be subtracted from the Participant's
After-Tax Contribution Account as of the Allocation Date immediately following
the  date  that  the withdrawal request is received by the Plan Administrator,
after  allocation  of  earnings, losses, appreciation and depreciation for the
quarter.

6.    Existing subsection 4.13(1) is amended to delete the word "written" from
the  first  sentence  thereof.


7.   Existing Subsection 5.02(4) is deleted in its entirety, and the following
is  substituted  in  its  place:

"5.02(4)    If  the  amount  of  any  Participants  Pre-Tax  Contributions and
After-Tax  Contributions  are  refunded in accordance with Subsection 5.02(2),
the  amount  of  such  refund  (adjusted for earnings, losses, appreciation or
depreciation)  shall  be disregarded for purposes of the $7,000 limitation set
forth  in  Subsection  4.05(b)  and  Sections  4.06  and  4.09.

8.  Existing Section 10.04 is amended to delete Subsection 10.04(7) therefrom,
in  its  entirety.

9.    Existing  Section  11.05  is  amended  to add a new paragraph to the end
thereof  as  follows:

"In  the  event  an  Alternate Payee dies prior to distribution of the amounts
payable  to  the  Alternate Payee pursuant to the Qualified Domestic Relations
Order,  the  amount  payable shall be distributed as provided in the Qualified
Domestic  Relations Order.  If the Qualified Domestic Relations Order does not
specify  how  such amounts are to be distributed in the event of the Alternate
Payee's  death,  the  Plan  Administrator  shall  cause  such  amounts  to  be
distributed  to  a  Beneficiary  designated  by  the  Alternate Payee or if no
Beneficiary  has  been  designated,  in accordance with Subsection 9.02(1) (by
substituting  Alternate  Payee  for  Participant whenever such term appears in
that  Section)."

10.  Existing Section 12.05 is amended to add a new Subsection 12.05(2) to the
end  thereof  as  follows:

"12.05(2)    If  the Plan Administrator is in doubt as to whether payments are
being  received  by  the person entitled thereto, it shall, by registered mail
addressed  to  the  person  concerned,  at  his address last known to the Plan
Administrator,  notify such person that all unmailed and future payments shall
be  withheld  until he provides the Plan Administrator with a sworn statement,
properly  notarized,  evidencing  his  continued  life  and his proper mailing
address."

IN  WITNESS  WHEREOF,  this Amendment has been executed the day and year first
above  written.

     CLUB  CORPORATION  INTERNATIONAL


     By:    Kim  S.  Besse

     Its: