SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

                               __________________

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

                  For the quarterly period ended June 17, 1998


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


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


              NEVADA                              75-1311242
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)           Identification no.)


     3030 LBJ FREEWAY, SUITE 700             DALLAS, TEXAS 75234
(Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (972) 243-6191

               Former name, former address and former fiscal year,
                       if changed since last report:  NONE


Indicate  by  check  mark  whether  the  registrant:  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes        X      No.
                                                        -----

The number of shares of the Registrant's Common Stock outstanding as of June 17,
1998  was  84,975,103.




<PAGE>

                         CLUB CORPORATION INTERNATIONAL

                                TABLE OF CONTENTS

This Amendment No. 1 amends Part I, Item 1 and Item 2, and Part II, Item 6 of
the Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 3, 1998.  The complete text of each item which has been
amended is included.  Text of items which have not been amended are not
included.


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

Part II. OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K


                          PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



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



The  Board  of  Directors
Club  Corporation  International:

We  have  reviewed  the  consolidated  balance  sheet  of  Club  Corporation
International  and subsidiaries (ClubCorp) as of June 17, 1998 and June 11, 1997
and  the  related consolidated statements of operations for the twelve weeks and
twenty four weeks ended June 17, 1998 and June 11, 1997 and stockholders' equity
and  cash flows for the twenty four weeks ended June 17, 1998 and June 11, 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
July 23, 1998, except as to Note 2
which is as of October 13, 1998

<PAGE>

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

<TABLE>
<CAPTION>


                                                           June 11,     December 31,    JUNE 17,
Assets                                                       1997           1997          1998
------                                                    -----------  --------------  -----------
<S>                                                       <C>          <C>             <C>
Current assets:
Cash and cash equivalents                                 $  122,874   $     101,419   $   81,863
Membership and other receivables, net                         74,802          76,522       80,677
Inventories                                                   14,975          14,954       17,609
Other assets                                                  12,385          14,968       13,032
                                                          -----------  --------------  -----------
Total current assets                                         225,036         207,863      193,181

Property and equipment, net                                  669,560         677,227      706,213
Other assets                                                 120,699         143,584      156,990
                                                          -----------  --------------  -----------
                                                          $1,015,295   $   1,028,674   $1,056,384
                                                          ===========  ==============  ===========

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

Current liabilities:
Accounts payable and accrued liabilities                  $   46,470   $      57,996   $   50,193
Long-term debt - current portion                              82,879          74,621       16,467
Other liabilities                                             91,522          79,995       98,113
                                                          -----------  --------------  -----------
Total current liabilities                                    220,871         212,612      164,773

Long-term debt                                               204,246         181,236      240,794
Other liabilities                                            136,054         109,493      109,863
Membership deposits                                           78,258          83,066       88,328

Redemption value of common stock held by benefit plan         44,879          53,652       56,786

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,267,515 outstanding
   at June 11, 1997, 85,003,839 at December 31, 1997
   and 84,975,103 at June 17, 1998                               902             902          902
Additional paid-in capital                                    10,589          10,607       10,987
Accumulated other comprehensive income                          (130)            260          (94)
Retained earnings                                            358,329         419,061      427,069
Treasury stock                                               (38,703)        (42,215)     (43,024)
                                                          -----------  --------------  -----------
Total stockholders' equity                                   330,987         388,615      395,840
                                                          -----------  --------------  -----------
                                                          $1,015,295   $   1,028,674   $1,056,384
                                                          ===========  ==============  ===========
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>

                                                           12 WEEKS ENDED           24 WEEKS ENDED
                                                        ----------------------  ----------------------
                                                         June 11,    JUNE 17,    June 11,    JUNE 17,
                                                           1997        1998        1997        1998
                                                        ----------  ----------  ----------  ----------
<S>                                                     <C>         <C>         <C>         <C>
Operating revenues                                      $ 197,572   $ 211,496   $ 354,658   $ 383,344
Operating costs and expenses                              160,477     163,833     303,375     316,362
Selling, general and administrative expenses               15,564      17,565      29,809      31,981
                                                        ----------  ----------  ----------  ----------

Operating income                                           21,531      30,098      21,474      35,001

Gain (loss) on divestitures                                 9,501      (2,408)     11,902      (2,062)
Interest and investment income                              1,764       1,837       3,671       3,986
Interest expense                                           (8,221)     (7,376)    (16,206)    (14,871)
                                                        ----------  ----------  ----------  ----------

Income from continuing operations before income tax
   provision, minority interest and extraordinary item     24,575      22,151      20,841      22,054

Income tax provision                                       (1,453)     (8,728)     (2,412)     (9,022)

Minority interest                                             (70)       (443)        (70)       (714)
                                                        ----------  ----------  ----------  ----------

Income from continuing operations
   before extraordinary item                               23,052      12,980      18,359      12,318

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

Income before extraordinary item                           23,052      12,980      43,505      12,318


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

Net income                                              $  23,052   $  11,804   $  43,505   $  11,142
                                                        ==========  ==========  ==========  ==========


Basic and diluted earnings per share:
Income from continuing operations
  before extraordinary item                             $     .27   $     .15   $     .22   $     .14
Discontinued operations                                         -           -         .29           -
Extraordinary item - loss on extinguishment of debt             -        (.01)          -        (.01)
                                                        ----------  ----------  ----------  ----------
Net income                                              $     .27   $     .14   $     .51   $     .13
                                                        ==========  ==========  ==========  ==========
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

CLUB CORPORATION INTERNATIONAL
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Twenty Four Weeks Ended June 11, 1997 and June 17, 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                            -    179,431      (179,431)       -            -             -
Stock issued in connection with bonus plans           -    (53,705)       53,705        -          209             -
Foreign currency translation adjustment               -          -             -        -            -           (76)
Market adjustment                                     -          -             -        -            -             -
Change in redemption value of common
   stock held by benefit plan                         -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
Balances at June 11, 1997, as restated       90,219,408  4,951,893    85,267,515   $  902  $    10,589  $       (130)
                                             ==========  ==========  ============  ======  ===========  =============

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                            -     90,885       (90,885)       -            -             -
Stock issued in connection with bonus plans           -    (62,149)       62,149        -          380             -
Foreign currency translation adjustment               -          -             -        -            -          (354)
Change in redemption value of common
   stock held by benefit plan                         -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
Balances at June 17, 1998, as restated       90,219,408  5,244,305    84,975,103   $  902  $    10,987  $        (94)
                                             ==========  ==========  ============  ======  ===========  =============



                                                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                                                    -      43,505           -           43,505
Purchase of treasury stock                                    -           -      (2,019)          (2,019)
Stock issued in connection with bonus plans                   -           -         416              625
Foreign currency translation adjustment                       -           -           -              (76)
Market adjustment                                            46           -           -               46
Change in redemption value of common
   stock held by benefit plan                                 -      (1,646)          -           (1,646)
                                             -------------------  ----------  ----------  ---------------
Balances at June 11, 1997, as restated       $                -   $ 358,329   $ (38,703)  $      330,987
                                             ===================  ==========  ==========  ===============

Balances at December 31, 1997, as restated   $                -   $ 419,061   $ (42,215)  $      388,615
Net income                                                    -      11,142           -           11,142
Purchase of treasury stock                                    -           -      (1,312)          (1,312)
Stock issued in connection with bonus plans                   -           -         503              883
Foreign currency translation adjustment                       -           -           -             (354)
Change in redemption value of common
   stock held by benefit plan                                 -      (3,134)          -           (3,134)
                                             -------------------  ----------  ----------  ---------------
Balances at June 17, 1998, as restated       $                -   $ 427,069   $ (43,024)  $      395,840
                                             ===================  ==========  ==========  ===============
</TABLE>


See accompanying condensed notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<CAPTION>


                                                                         24 WEEKS ENDED
                                                                     ----------------------
                                                                      June 11,    JUNE 17,
                                                                        1997        1998
                                                                     ----------  ----------
<S>                                                                  <C>         <C>
Cash flows from operations:
Net income                                                           $  43,505   $  11,142
Adjustments to reconcile net income to cash flows
   provided from operations:
Depreciation and amortization                                           22,207      24,367
(Gain) loss on divestitures                                            (11,902)      2,062
Minority interest in net income of subsidiaries                             70         714
Gain on disposal of financial services segment                         (25,146)          -
Extraordinary item - loss on extinguishment of debt                          -       1,810
Equity in losses in partnerships and joint ventures                        847         188
Amortization of discount on membership deposits                          2,833       3,175
Deferred income taxes                                                    1,364       7,310
Decrease in real estate held for sale                                    3,401       4,590
Increase in membership and other receivables, net                       (1,914)     (9,527)
Decrease in accounts payable and accrued liabilities                    (8,210)     (3,659)
Increase in deferred membership dues                                     8,897       9,963
Other                                                                   10,886       1,600
                                                                     ----------  ----------
Cash flows provided from operations                                     46,838      53,735

Cash flows from investing activities:
Additions to property and equipment                                    (26,712)    (35,907)
Development of real estate ventures                                     (2,971)     (6,919)
Development of new facilities                                           (2,463)     (5,708)
Acquisition of facilities                                               (2,960)     (9,038)
Investment in joint ventures                                              (800)    (15,687)
Proceeds from disposition of subsidiaries and assets, net               11,129       4,697
Proceeds from disposal of financial services segment, net               89,968           -
Other                                                                    5,772         484
                                                                     ----------  ----------
Cash flows provided from (used by) investing activities                 70,963     (68,078)

Cash flows from financing activities:
Borrowings of long-term debt                                            10,187     221,535
Repayments of long-term debt                                           (62,501)   (222,469)
Membership deposits received, net                                          605       1,210
Treasury stock transactions, net                                        (2,019)     (1,312)
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                                 (69,381)     (5,213)
                                                                     ----------  ----------

Total net cash flows                                                    48,420     (19,556)

Cash and cash equivalents at beginning of period                        74,454     101,419
                                                                     ----------  ----------
Cash and cash equivalents at end of period                           $ 122,874   $  81,863
                                                                     ==========  ==========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

<PAGE>

NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
 --------------------------------------------------------
Consolidation
-------------
The  consolidated  financial statements include the accounts of Club Corporation
International  (Parent)  and its subsidiaries (collectively ClubCorp) except for
certain  subsidiaries  of  Franklin  Federal  Bancorp,  a  Federal  Savings Bank
(Franklin).  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 June 11, 1997 and June 17, 1998 and the consolidated results of
operations  and cash flows for the twelve weeks and twenty four weeks ended June
11,  1997  and  June 17, 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 June 11, 1997 and June 17, 1998 is
computed  using  the weighted average number of shares outstanding of 85,352,087
and  85,005,398  for  basic  and  85,799,131  and  86,100,933  for  diluted,
respectively.   For the twenty four weeks ended June 11, 1997 and June 17, 1998,
earnings  per  share  is  computed  using  the weighted average number of shares
outstanding of 85,399,516 and 85,035,693 for basic and 85,857,664 and 86,461,292
for  diluted, respectively.  The weighted average shares outstanding used in the
calculation  of  diluted  earnings per share includes 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    24 Weeks    12 WEEKS    24 WEEKS
                          Ended       Ended       ENDED       ENDED
                        ----------  ----------  ----------  ----------
                         June 11,      1997      JUNE 17,      1998
                        ----------  ----------  ----------  ----------
<S>                     <C>         <C>         <C>         <C>
Operating revenues      $  (4,195)  $  (6,232)  $  (1,414)  $  (1,525)
Operating income           (4,277)     (6,487)     (1,393)     (1,687)
Income from continuing
operations before
income tax provision,
minority interest and
extraordinary item         (4,286)     (6,371)     (1,393)     (1,687)
Income tax provision          377         411         290         439
Income from
continuing operations
before extraordinary
item                       (3,908)     (6,087)     (1,341)     (1,038)
                        ----------  ----------  ----------  ----------
Net income              $  (3,908)  $  (6,087)  $  (1,341)  $  (1,038)
                        ==========  ==========  ==========  ==========

Basic and diluted
earnings per share:
Income from
continuing operations
before extraordinary
item                    $    (.05)  $    (.07)  $    (.02)  $    (.01)
                        ----------  ----------  ----------  ----------
Net income              $    (.05)  $    (.07)  $    (.02)  $    (.01)
                        ==========  ==========  ==========  ==========
</TABLE>

In  addition,  this  change  resulted  in  a  decrease  in  retained earnings of
$67,332,000,  $70,223,000 and $71,261,000 as of June 11, 1997, December 31, 1997
and  June  17,  1998,  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 $44,879,000, $53,652,000
and $56,786,000 as of June 11, 1997, December 31, 1997 and June 17, 1998,
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  twenty  four weeks ended June 11, 1997 and June 17, 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
$22,996,000  and  $11,580,000  for  the  twelve  weeks ended and $43,475,000 and
$10,788,000  for  the  twenty  four weeks ended June 11, 1997 and June 17, 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  June  17,  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  $14,657,000,  as  of  June  17, 1998, is $189,657,000 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 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

     Club  Corporation  International ("ClubCorp" or the "Company") is a holding
company  incorporated  under  the  laws of the State of Nevada 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  four  business  segments  according  to the type of facility or
service  -  resorts,  country  club  and  golf  facilities, city facilities, and
international  and  other  businesses.  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 24 weeks ended June 11, 1997 and June 17, 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  JUNE  17,  1998  COMPARED  TO  12  WEEKS  ENDED  JUNE 11, 1997

Consolidated  Operations

     Operating  revenues increased 7.0% to $211.5 million for the 12 weeks ended
June  17,  1998  from  $197.6  million  for the 12 weeks ended June 11, 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 8.4%
to  $194.3  million  from  $179.2  million  for  the  same  period.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  maintenance,  and  depreciation  and amortization, increased
2.1%, to $163.8 million for the 12 weeks ended June 17, 1998 from $160.5 million
for the 12 weeks ended June 11, 1997, principally reflecting increased operating
costs  and  expenses at mature facilities which increased 4.5% to $157.1 million
from  $150.4 million for the same period, due primarily to increases in costs of
sales  for  food  and  beverage, golf operations, lodging, real estate sales and
payroll  costs.

     Selling,  general  and  administrative  expenses  increased  12.8% to $17.6
million  from  $15.6  million,  due  primarily to bonus accruals for executives,
regional  and  corporate  management.

     Interest  expense  decreased 9.8% to $7.4 million from $8.2 million for the
same  period  due  mainly  to  1997  and  1998  divestitures.

Segment  and  Other  Information  -  12  Weeks

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 12 week periods ended
June  11,  1997  and  June  17,  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        8         6
Operating revenues                   $38,155  $ 43,074  $43,397  $ 45,743
Operating costs and expenses          30,596    32,914   37,597    36,684
                                     -------  --------  -------  --------
Segment operating income             $ 7,559  $ 10,160  $ 5,800  $  9,059
                                     =======  ========  =======  ========
</TABLE>

     Operating  revenues  from  total  resorts  increased  5.4% due primarily to
increased  revenues  at mature facilities offset to some extent by the effect of
divestitures.   Operating revenues from mature resorts increased 12.9%, which is
indicative  of increases of 7.8 percentage points in the occupancy rate and 6.0%
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  June  11,  1997  and  June  17,  1998:

<TABLE>
<CAPTION>


                                            MATURE                TOTAL
                                         COUNTRY CLUB          COUNTRY CLUB
                                           AND GOLF              AND GOLF
                                          FACILITIES            FACILITIES
                                     --------------------  --------------------
                                        1997       1998       1997       1998
                                     -----------  -------  -----------  -------
(dollars in thousands)
<S>                                  <C>          <C>      <C>          <C>
Number of facilities at period end            98       98          112      110
Operating revenues                   $    84,532  $92,018  $    87,042  $95,986
Operating costs and expenses              68,248   73,111       70,383   76,813
                                     -----------  -------  -----------  -------
Segment operating income             $    16,284  $18,907  $    16,659  $19,173
                                     ===========  =======  ===========  =======
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
10.3%  primarily  due  to  increased  revenues  at mature properties.  Operating
revenues from mature country club and golf facilities increased 8.9% from the 12
weeks ended June 11, 1997 to the 12 weeks ended June 17, 1998 due to an increase
in  members,  the  opening  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  June  11,  1997  and  June  17,  1998:

<TABLE>
<CAPTION>


                                         MATURE CITY            TOTAL CITY
                                          FACILITIES            FACILITIES
                                     --------------------  --------------------
                                        1997       1998       1997       1998
                                     -----------  -------  -----------  -------
(dollars in thousands)
<S>                                  <C>          <C>      <C>          <C>
Number of facilities at period end            91       91           91       94
Operating revenues                   $    56,540  $59,245  $    57,072  $60,161
Operating costs and expenses              51,571   51,127       54,775   51,854
                                     -----------  -------  -----------  -------
Segment operating income             $     4,969  $ 8,118  $     2,297  $ 8,307
                                     ===========  =======  ===========  =======
</TABLE>

     Operating  revenues from total city facilities increased 5.4% primarily due
to increased revenues at mature facilities.  Operating revenues from mature city
facilities increased by 4.8% due to an increase in members and facilities usage.

International  and  Realty

     International  operating  revenues  increased  to  $1.7  million  from $0.4
million,  primarily  due  to  increased  equity  earnings  from  a  city club in
Singapore  and  increased  revenues  from  city  clubs  in  Panama  and Ecuador.

     Realty  operating revenues decreased 3.4% to $5.6 million from $5.8 million
due  to  decreased  sales  of  land  held  for  resale in connection with a golf
facility  in  Colorado.

24  WEEKS  ENDED  JUNE  17,  1998  COMPARED  TO  24  WEEKS  ENDED  JUNE 11, 1997

Consolidated  Operations

     Operating  revenues increased 8.1% to $383.3 million for the 24 weeks ended
June  17,  1998  from  $354.7  million  for the 24 weeks ended June 11, 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 7.2%
to  $347.4  million    from  $324.1  million  for  the  same  period.

     Operating  costs  and  expenses,  consisting of costs of services, facility
rentals and depreciation and amortization, increased 4.3%, to $316.4 million for
the 24 weeks ended June 17, 1998 from $303.4 million for the 24 weeks ended June
11,  1997,  principally  reflecting  increased  operating  costs and expenses at
mature facilities which increased 4.5% to $301.6 million from $288.7 million for
the  same  period,  due  primarily  to  increases in costs of sales for food and
beverage,  golf  operations,  real  estate  sales,  lodging  and  payroll costs.

     Selling,  general  and  administrative  expenses  increased  7.4%  to $32.0
million for the 24 weeks ended June 17, 1998 from $29.8 million for the 24 weeks
ended  June  11,  1997, due primarily to incentive bonus accruals for executives
and  corporate  and  regional  management  related to the expected attainment of
Company  goals.

     Interest expense decreased 8.0% to $14.9 million from $16.2 million for the
same  period,  due  mainly  to  1997  and  1998  divestitures.

Segment  and  Other  Information  -  24  Weeks

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's resort segment for the 24 week periods ended
June  11,  1997  and  June  17,  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         8         6
Operating revenues                          $ 63,709   $ 69,257   $71,011  $ 73,252
Operating costs and expenses                  58,413     61,478    69,167    68,100
                                            ---------  ---------  -------  --------
Segment operating income                    $  5,296   $  7,779   $ 1,844  $  5,152
                                            =========  =========  =======  ========

Room nights available                        183,601    183,127
Occupancy rate                                  46.0%      48.5%
Average daily room rate per occupied room   $    168   $    178
Average daily revenue per occupied room     $    652   $    726
</TABLE>

     Operating  revenues  from  total  resorts  increased  3.2% due primarily to
increased  revenues  at mature facilities offset to some extent by the effect of
divestitures.    Operating revenues from mature resorts increased 8.7%, which is
indicative  of increases of 2.5 percentage points in the occupancy rate, 6.0% in
the  average  daily  room rate per occupied room, and 11.3% in the average daily
revenue  per  occupied  room.    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  and operating costs and expenses
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 $2.6 million for
the  24  weeks  ended  June  17,  1998 and has had aggregate operating losses of
approximately $9.4 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
24  week  periods  ended  June  11,  1997  and  June  17,  1998:

<TABLE>
<CAPTION>


                                            MATURE                  TOTAL
                                          COUNTRY CLUB          COUNTRY CLUB
                                            AND GOLF               AND GOLF
                                           FACILITIES             FACILITIES
                                     ---------------------  ---------------------
                                        1997        1998       1997        1998
                                     -----------  --------  -----------  --------
(dollars in thousands)
<S>                                  <C>          <C>       <C>          <C>
Number of facilities at period end            98        98          112       110
Operating revenues                   $   150,683  $162,251  $   155,607  $169,233
Operating costs and expenses             128,033   134,917      133,080   141,718
                                     -----------  --------  -----------  --------
Segment operating income             $    22,650  $ 27,334  $    22,527  $ 27,515
                                     ===========  ========  ===========  ========
</TABLE>

     Operating  revenues  from  total country club and golf facilities increased
8.8%  primarily  due  to  increased  revenues  at  mature facilities.  Operating
revenues  from  mature country club and golf facilities increased 7.7% primarily
due  to  an  increase  in  members,  the  opening 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 24 week periods
ended  June  11,  1997  and  June  17,  1998:

<TABLE>
<CAPTION>


                                         MATURE CITY              TOTAL CITY
                                          FACILITIES              FACILITIES
                                     ----------------------  ---------------------
                                         1997        1998       1997        1998
                                     ------------  --------  -----------  --------
(dollars in thousands)
<S>                                  <C>           <C>       <C>          <C>
Number of facilities at period end             91        91           91        94
Operating revenues                   $    109,722  $115,842  $   111,428  $117,450
Operating costs and expenses              102,248   105,255      104,302   106,759
                                     ------------  --------  -----------  --------
Segment operating income             $      7,474  $ 10,587  $     7,126  $ 10,691
                                     ============  ========  ===========  ========
</TABLE>

     Operating  revenues from total city facilities increased 5.4% due primarily
to increased revenues at mature facilities.  Operating revenues from mature city
facilities  increased  by 5.6% due to an increase in members and facility usage.

International and Realty

     International operating revenues increased to $3.6 million in 1998 from
$1.6 million in 1997 primarily due to increased equity earnings from a city club
in Singapore and increased revenues at city clubs in Panama and Ecuador.

     Realty operating revenues increased to $12.1 million in 1998 from $8.3
million in 1997 primarily due to increased sales of real estate held for resale
in connection with the development of 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 the 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 $18.0 to $23.0 million in additional expenditures, of which $15.0
to $20.0 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
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 is not implemented in a timely manner.  The Company does not
believe that the Year 2000 problem will have a material adverse effect on the
business operations or the financial performance of the Company.  There can be
no assurance, however, that the Year 2000 problem 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 June 17, 1998,
the value of the Redemption Right was $56.8 million. The most recent appraised
price of the Common Stock is $15.04 as of June 17, 1998. The appraised value of
the Common Stock at June 17, 1998 is $1,278.0 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.

     Club Corporation International 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 intends
to use the facility for working capital, capital expenditures, and acquisitions.
The amount outstanding under this agreement, including letters of credit of
$14.8 million, as of June 17, 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 June
11, 1997 and June 17, 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 July 30, 1998, the Company was in the final stages of negotiations to
lease one property and build three properties.  The consummation of the lease
and development of these properties is expected to require approximately $10.0
to $12.0 million in capital expenditures, to be funded primarily with cash flows
from operations and external financing of Club Corporation International. The
eventual outcome of the negotiations cannot be accurately predicted at this
time.

     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.

<PAGE>
                           PART II. OTHER INFORMATION


Item  6.  Exhibits  and  Reports  on  Form  8-K
          (a) Exhibits
              10.21* - $300,000,000 Credit Agreement Among Club Corporation
              International and Certain Lenders and Co-Agents dated May 27, 1998
              10.22* - Second Amendment to the Club Corporation International
              Executive Stock Option Plan
              15.1 - Letter from KPMG Peat Marwick LLP regarding unaudited
              interim financial statements

          (b) Reports  on  Form  8-K

     The  Company  filed  Form 8-K for the quarterly period ended June 17, 1998
on  May  4,  1998  which  included  Item  8.   Change in Fiscal Year.

____________________________
*       Filed as an exhibit to Form 10-Q for the quarterly period ended June 17,
1998  on  August  3,  1998.


<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.
                              (formerly Club Corporation International)




Date:  October 22, 1998  By:  /s/ James P. McCoy, Jr.
                              -----------------------------------------
                              James P. McCoy, Jr.
                              Executive Vice President and
                              Chief Financial Officer
                              (chief accounting officer)