UNITED STATES
                         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 11, 1997


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


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


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


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

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

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



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

The  number  of shares of the Registrant's Common Stock outstanding as of June
11,  1997  was  85,267,515.



<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  July  24, 1997.  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  Auditors'  Review  Report
          Consolidated  Balance  Sheet
          Consolidated  Statement  of  Operations
          Consolidated  Statement  of  Stockholders'  Equity
          Consolidated  Statement  of  Cash  Flows
          Condensed  Notes  to  Consolidated  Financial  Statements

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

Part  II. OTHER  INFORMATION

Item  6.  Exhibits  and  Reports  on  Form  8-K

<PAGE>


                        PART I. FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS



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


The  Board  of  Directors
Club  Corporation  International:

We  have  reviewed  the  consolidated  balance  sheet  of  Club  Corporation
International  and  subsidiaries  (ClubCorp)  as of June 11, 1997 and June 30,
1996  and  the  related  consolidated  statements of operations for the twelve
weeks  and  twenty four weeks ended June 11, 1997 and the three months and six
months  ended  June  30,  1996 and stockholders' equity and cash flows for the
twenty  four  weeks  and  six  months  ended  June 11, 1997 and June 30, 1996,
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, 1996
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  21,  1997,  except  as  to  the  twenty-eighth  and
twenty-ninth  paragraphs  of  Note  1  which  are  as  of January 16, 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, 1996, 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 as
of  and for the year ended December 31, 1996 refers to a change in 1995 in its
method  of  accounting  for  the  impairment  of  long-lived  assets  and  for
long-lived assets to be disposed of, and to a retroactive change in its method
of  accounting for membership deposits and the restatement of the consolidated
financial  statements  for  this  change.

As  discussed  in  Note  1  to the consolidated financial statements, ClubCorp
changed  its method of accounting for membership deposits and has restated the
consolidated  financial  statements to give retroactive effect to this change.

                                             KPMG  Peat  Marwick  LLP

Dallas,  Texas
July  18,  1997,  except  as  to  the  seventh  and  eighth
paragraphs  of  Note  1  which  are  as  of  January  16,  1998


<PAGE>

<TABLE>
<CAPTION>

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


                                                           JUNE 11,     December 31,    June 30,
Assets                                                       1997           1996          1996
------                                                    -----------  --------------  -----------
<S>                                                       <C>          <C>             <C>
Current assets:
     Cash and cash equivalents                            $  122,874   $      74,454   $   68,202
     Membership and other receivables, net                    74,802          73,139       69,461
     Inventories                                              14,975          13,886       14,273
     Other assets                                             12,401          14,501       17,449
                                                          -----------  --------------  -----------
             Total current assets                            225,052         175,980      169,385

Property and equipment, net                                  669,560         663,387      626,824
Other assets                                                 123,463         125,161      130,441
Financial services assets                                          -         589,482      725,082
                                                          -----------  --------------  -----------
                                                          $1,018,075   $   1,554,010   $1,651,732
                                                          ===========  ==============  ===========

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

Current liabilities:
     Accounts payable and accrued liabilities             $   46,470   $      54,933   $   45,541
     Long-term debt - current portion                         82,879         120,694       90,982
     Other liabilities                                        61,294          44,371       54,282
                                                          -----------  --------------  -----------
             Total current liabilities                       190,643         219,998      190,805

Long-term debt                                               204,246         223,223      229,897
Other liabilities                                             92,121          82,425       88,663
Membership deposits                                           87,867          84,088       80,583
Financial services liabilities                                     -         549,246      685,271

Redemption value of common stock held by benefit plan         44,879          43,233       37,560

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,267,515 outstanding
   at June 11, 1997, 85,393,241 at December 31, 1996
   and 85,594,866 outstanding at June 30, 1996                   902             902          902
Additional paid-in capital                                    10,589          10,380       10,379
Foreign currency translation adjustment                         (130)            (54)          (6)
Unrealized gains or losses on investments in debt and
   equity securities                                               -             (46)        (250)
Retained earnings                                            470,540         420,948      400,338
Treasury stock                                               (38,703)        (37,100)     (34,850)
Redemption value of common stock held by benefit plan        (44,879)        (43,233)     (37,560)
                                                          -----------  --------------  -----------
             Total stockholders' equity                      398,319         351,797      338,953
                                                          -----------  --------------  -----------
                                                          $1,018,075   $   1,554,010   $1,651,732
                                                          ===========  ==============  ===========
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  OPERATIONS
Twelve  and  Twenty  Four  Weeks  Ended  June  11,  1997
and  Three  and  Six  Months  Ended  June  30,  1996
(Dollars  in  thousands,  except  per  share  amounts)
(Unaudited)



                                                                 12 WEEKS    3 Months    24 WEEKS    6 Months
                                                                  ENDED       Ended       ENDED       Ended
                                                                 JUNE 11,    June 30,    JUNE 11,    June 30,
                                                                   1997        1996        1997        1996
                                                                ----------  ----------  ----------  ----------
<S>                                                             <C>         <C>         <C>         <C>
Operating revenues                                              $ 201,767   $ 193,508   $ 360,890   $ 345,298
Operating costs and expenses                                      160,395     157,185     303,120     292,696
Selling, general and administrative expenses                       15,564      15,300      29,809      29,273
                                                                ----------  ----------  ----------  ----------

Income from operations                                             25,808      21,023      27,961      23,329

Gain (loss) on divestitures                                         9,510      (1,655)     11,786      (2,351)
Interest and investment income                                      1,764       2,837       3,671       4,913
Interest expense                                                   (8,221)     (7,584)    (16,206)    (15,640)
                                                                ----------  ----------  ----------  ----------

Income from continuing operations before income
 tax provision and minority interest                               28,861      14,621      27,212      10,251

Income tax provision                                               (1,830)     (1,555)     (2,823)     (1,527)

Minority interest                                                     (71)        150          57         184
                                                                ----------  ----------  ----------  ----------

Income from continuing operations                                  26,960      13,216      24,446       8,908

Discontinued operations:
Income from discontinued operations of financial services
 segment, net of income tax provision of $137 for the three
 months and $15 for the six months ended June 30, 1996                  -       1,011           -       1,544
Gain (loss) on disposal of financial services segment, net of
 income tax (provision) benefit of ($15,221) for the twenty
 four weeks ended  June 11, 1997 and $8,631 for the three
 months and six months ended June 30, 1996                              -     (13,402)     25,146     (13,402)
                                                                ----------  ----------  ----------  ----------
                                                                        -     (12,391)     25,146     (11,858)
                                                                ----------  ----------  ----------  ----------

Net income (loss)                                               $  26,960   $     825   $  49,592   $  (2,950)
                                                                ==========  ==========  ==========  ==========

Earnings per share:
   Income from continuing operations                            $    0.32   $    0.15   $    0.29   $    0.10
   Discontinued operations                                              -       (0.14)       0.29       (0.13)
                                                                ----------  ----------  ----------  ----------
   Net income (loss)                                            $    0.32   $    0.01   $    0.58   $   (0.03)
                                                                ==========  ==========  ==========  ==========
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
Twenty  Four  Weeks  Ended  June  11,  1997  and
Six  Months  Ended  June  30,  1996
(Dollars  in  thousands,  except  share  amounts)
(Unaudited)

                                                  Common  stock  (100,000,000  shares
                                               authorized,  par  value  $.01  per  share)
                                              -------------------------------------------
                                                                                                           Foreign
                                                          Treasury                         Additional     Currency
                                               Shares      Stock        Shares      Par      Paid-in     Translation
                                               Issued      Shares    Outstanding   Value     Capital     Adjustment
                                             ----------  ----------  ------------  ------  -----------  -------------
<S>                                          <C>         <C>         <C>           <C>     <C>          <C>
Balances at December 31, 1995, as restated   90,219,408  4,552,376    85,667,032   $  902  $    10,075  $        (51)
Net loss                                              -          -             -        -            -             -
Purchase of treasury stock                            -    206,392      (206,392)       -            -             -
Reissuance of treasury stock                          -    (24,258)       24,258        -           71             -
Stock issued in connection with bonus plans           -   (109,968)      109,968        -          233             -
Foreign currency translation adjustment               -          -             -        -            -            45
Change in unrealized gains and losses                 -          -             -        -            -             -
Change in redemption value                            -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
Balances at June 30, 1996, as restated       90,219,408  4,624,542    85,594,866   $  902  $    10,379  $         (6)
                                             ==========  ==========  ============  ======  ===========  =============

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)
CHANGE IN UNREALIZED GAINS AND LOSSES                 -          -             -        -            -             -
CHANGE IN REDEMPTION VALUE                            -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
BALANCES AT JUNE 11, 1997                    90,219,408  4,951,893    85,267,515   $  902  $    10,589  $       (130)
                                             ==========  ==========  ============  ======  ===========  =============


                                                 Unrealized                                 Redemption
                                                  Gains or                                   Value of
                                                  Losses on                                   Common
                                               Investments in                                 Stock            Total
                                                  Debt and         Retained    Treasury      Held by       Stockholders'
                                              Equity Securities    Earnings     Stock      Benefit Plan       Equity
                                             -------------------  ----------  ----------  --------------  ---------------
<S>                                          <C>                  <C>         <C>         <C>             <C>
Balances at December 31, 1995, as restated   $          (11,812)  $ 403,288   $ (33,743)  $     (35,414)  $      333,245
Net loss                                                      -      (2,950)          -               -           (2,950)
Purchase of treasury stock                                    -           -      (2,103)              -           (2,103)
Reissuance of treasury stock                                  -           -         183               -              254
Stock issued in connection with bonus plans                   -           -         813               -            1,046
Foreign currency translation adjustment                       -           -           -               -               45
Change in unrealized gains and losses                    11,562           -           -               -           11,562
Change in redemption value                                    -           -           -          (2,146)          (2,146)
                                             -------------------  ----------  ----------  --------------  ---------------
Balances at June 30, 1996, as restated       $             (250)  $ 400,338   $ (34,850)  $     (37,560)  $      338,953
                                             ===================  ==========  ==========  ==============  ===============

Balances at December 31, 1996, as restated   $              (46)  $ 420,948   $ (37,100)  $     (43,233)  $      351,797
NET INCOME                                                    -      49,592           -               -           49,592
PURCHASE OF TREASURY STOCK                                    -           -      (2,019)              -           (2,019)
STOCK ISSUED IN CONNECTION WITH BONUS PLANS                   -           -         416               -              625
FOREIGN CURRENCY TRANSLATION ADJUSTMENT                       -           -           -               -              (76)
CHANGE IN UNREALIZED GAINS AND LOSSES                        46           -           -               -               46
CHANGE IN REDEMPTION VALUE                                    -           -           -          (1,646)          (1,646)
                                             -------------------  ----------  ----------  --------------  ---------------
BALANCES AT JUNE 11, 1997                    $                -   $ 470,540   $ (38,703)  $     (44,879)  $      398,319
                                             ===================  ==========  ==========  ==============  ===============
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
Twenty  Four  Weeks  Ended  June  11,  1997  and
Six  Months  Ended  June  30,  1996
(Dollars  in  thousands)
(Unaudited)


                                                                           JUNE 11,    June 30,
                                                                             1997        1996
                                                                          ----------  ----------
<S>                                                                       <C>         <C>
Cash flows from operations:
   Net income (loss)                                                      $  49,592   $  (2,950)
   Adjustments to reconcile net income (loss) to cash flows
     provided from operations:
         Depreciation and amortization                                       22,207      22,721
         Loss (gain) on divestitures                                        (11,786)      2,351
         Minority interest in net losses of subsidiary                          (57)       (184)
         Gain on disposal of financial services segment                     (25,146)          -
         Equity in (earnings) losses in partnerships and joint ventures      (3,468)        122
         Amortization of discount on membership deposits                      2,833       2,456
         Decrease in real estate held for sale                                3,401       5,219
         Increase in membership and other receivables, net                   (1,914)     (3,148)
         Decrease in accounts payable and accrued liabilities                (8,210)     (5,962)
         Increase in deferred membership dues                                 6,365       4,565
         Other                                                               13,021       2,575
         Net change in operating assets of discontinued operations                -      11,869
                                                                          ----------  ----------
               Cash flows provided from operations                           46,838      39,634

Cash flows from investing activities:
   Additions to property and equipment                                      (28,516)    (18,914)
   Development of real estate ventures                                       (4,027)     (8,448)
   Acquisition of facilities                                                 (2,960)     (5,512)
   Proceeds from disposition of assets and subsidiaries, net                 11,129           -
   Proceeds from disposal of financial services segment                      89,968           -
   Other                                                                      3,565       3,282
   Investing activities of discontinued operations                                -     169,412
                                                                          ----------  ----------
               Cash flows provided from investing activities                 69,159     139,820

Cash flows from financing activities:
   Borrowings of long-term debt                                              11,991      11,515
   Repayments of long-term debt                                             (62,501)     (7,372)
   Membership deposits received, net                                            605         (33)
   Treasury stock transactions, net                                          (2,019)     (1,849)
   Repayment of Federal Home Loan Bank advances                              (3,153)          -
   Dividends paid to minority shareholder of financial services segment     (12,500)          -
   Financing activities of discontinued operations                                -    (193,251)
                                                                          ----------  ----------
               Cash flows used by financing activities                      (67,577)   (190,990)
                                                                          ----------  ----------

Total net cash flows                                                         48,420     (11,536)
Net cash flows from discontinued operations                                       -     (23,828)
                                                                          ----------  ----------
Net cash flows from continuing operations                                 $  48,420   $  12,292
                                                                          ==========  ==========
</TABLE>

See  accompanying  condensed  notes  to consolidated financial statements.

<PAGE>

CLUB CORPORATION  INTERNATIONAL
Condensed  Notes  to  Consolidated  Financial  Statements


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------
Consolidation
-------------
The consolidated financial statements include the accounts of Club Corporation
International (Parent) and its subsidiaries (collectively ClubCorp) except for
certain  subsidiaries  of  Franklin  Federal  Bancorp,  a Federal Savings Bank
(Franklin).  On  January 2, 1997, Franklin sold certain assets and transferred
certain  liabilities  to  Norwest  Corporation  (Norwest).  Thus,  Franklin is
classified  as  a  discontinued  operation  (Note  2)  and  Franklin's assets,
liabilities,  income  from operations and cash flow activity are segregated 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, 1996
which  were  a  part  of  ClubCorp's  Form  10-K/A  Amendment  No.  1.

In the opinion of ClubCorp management, the accompanying unaudited consolidated
financial  statements  reflect all adjustments necessary to present fairly the
consolidated  financial  position of ClubCorp as of June 11, 1997 and June 30,
1996 and the consolidated results of operations and cash flows for the interim
periods  then  ended. Interim results are not necessarily indicative of fiscal
year  performance because of the impact of seasonal and short-term variations.

Fiscal  periods
---------------
Effective  January  1,  1997, ClubCorp changed its fiscal year from a calendar
year  ending  December  31  to  a  52/53  week  fiscal year ending on the last
Wednesday  of  December.  Accordingly, the second quarter of 1997 includes the
twelve and twenty four weeks ended June 11, whereas the second quarter of 1996
includes  the  three  and  six  months ended June 30.  The hospitality segment
subsidiaries  were  previously  reported  on  a  52/53  week  fiscal year with
acquisitions,  divestitures  and other material transactions during the period
of  June  12,  1996  and  June 30, 1996 recorded in the consolidated financial
statements.    The accounts of Franklin are included from December 31, 1995 to
June  30,  1996  and  December  31,  1996  to  May  31,  1997.

Revenue  recognition
--------------------
Revenue  from  green  fees, lodging, cart rentals, food and beverage sales and
merchandise  sales  are  generally  recognized at the time of sale or when the
service  is  provided.

Revenues  from  membership dues are generally billed monthly and recognized in
the  period  earned.    The  monthly  dues  are  expected to cover the cost of
providing  future  membership  services.    Membership  deposits are generally
refundable  in  30  years  from  the  date  of  acceptance  as  a member.  The
difference  between  the amount of the membership deposit paid and the present
value  of  the  obligation  is  recognized  as revenue upon acceptance, unless
uncertainty  surrounding  collection  exists.

ClubCorp has previously recorded membership deposits at the face amount of the
obligation  when  received;  however,  based  on  the  review  of the relevant
accounting  literature  and  accounting  practices  within  the  hospitality
industry,  ClubCorp  has  determined that the accounting policy for membership
deposits  as  described  above  is appropriate.  Accordingly, the accompanying
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):

<TABLE>
<CAPTION>

                               12 WEEKS    24 WEEKS   3 Months     6 Months
                               --------    --------   --------     --------
                               ENDED JUNE 11, 1997    Ended June 30, 1996
                               --------------------   --------------------
<S>                            <C>         <C>        <C>          <C>
Income from operations         $8,518      $14,003    $7,335       $12,282

Income from continuing
  operations before income
  taxes and minority interest   6,896        9,196     5,678         4,118

Income from continuing
  operations                    5,555        7,549     4,625         3,429

Net income                     $5,555      $ 7,549    $4,625       $ 3,429
                               ======      =======    ======       =======

Earnings per share:
  Income from continuing
    operations                 $ 0.07      $  0.09    $ 0.05       $  0.04
  Net income                   $ 0.07      $  0.09    $ 0.05       $  0.04
                               ======      =======    ======       =======
</TABLE>

This  change  also  resulted  in  a  decrease  in the liability for membership
deposits  of  $305,592,000,  $296,714,000  and $286,710,000 and an increase in
retained  earnings  of  $246,512,000, $238,963,000 and $229,883,000 as of June
11,  1997,  December  31,  1996 and June 30, 1996, respectively.  In addition,
retained  earnings  as  of  December  31,  1995  increased  $226,454,000.

Earnings  per  share
--------------------
Earnings  per  share  is  computed using the weighted average number of shares
outstanding of 85,352,087 and 85,639,419 for the twelve weeks and three months
ended,  and 85,399,516 and 85,708,131 for the twenty four weeks and six months
ended  June  11,  1997  and  June  30,  1996,  respectively.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 128, "Earnings per Share". SFAS 128
establishes  new standards for computing and presenting earnings per share and
is effective for financial statements issued for periods ending after December
15,  1997.  Management  expects the implementation of SFAS 128 to have minimal
impact  on  the  consolidated  financial  statements.

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


NOTE  2.  DISCONTINUED  OPERATIONS
----------------------------------
On January 2, 1997, Franklin sold certain assets to Norwest for a cash payment
of  $89,968,000  and  assumption  of  certain  liabilities.  Sale  proceeds of
$4,000,000  represent  the  maximum contractual obligation of Franklin arising
from  any  claims which could be asserted by Norwest against Franklin based on
the  representations, warranties, and covenants provided in the agreement. The
contingency periods expire within one year of the closing date.  Currently, no
claims  have  been asserted.  On June 30, 1997, one contingency period expired
decreasing  the  obligation  to  $3,000,000.    Management does not expect any
claims  to  be  asserted; therefore, the $4,000,000 is included in the gain on
the  disposal  of  financial services segment in the accompanying statement of
operations.    ClubCorp's gain on the sale, net of taxes and minority interest
is  $25,146,000  for  the  twenty  four  weeks  ended  June  11,  1997.

In  January  1997, Franklin paid $62,500,000 in dividends to its shareholders.
ClubCorp  used  a  majority  of  its  dividend  to  repay  long-term  debt.


NOTE  3.  ACQUISITIONS
----------------------
ClubCorp's acquisitions in 1997 and 1996 were accounted for using the purchase
method  and,  accordingly,  the  acquired assets and liabilities were recorded
based  on  their  estimated  fair  values  at  the  dates  of  acquisition.

During  the first twenty four weeks of 1997, ClubCorp purchased the stock of a
golf  club.

The  following  unaudited  proforma  financial  information  assumes  the
acquisitions  occurred  at  the  beginning  of  their acquisition year and the
preceding year. This proforma summary does not necessarily reflect the results
of  operations  as  they would have occurred or the results which may occur in
the  future  (dollars  in  thousands,  except  per  share  data):

<TABLE>
<CAPTION>

                     June 30,
                       1996
                    ----------
<S>                 <C>
Operating revenues  $ 354,253
                    ==========

Net loss            $  (2,294)
                    ==========

Net loss per share  $    (.03)
                    ==========
</TABLE>

ClubCorp's  1997 acquisition occurred at the beginning of the year; therefore,
no  proforma  information  is  shown  for  the  current  year.


NOTE  4.  LONG-TERM  DEBT
-------------------------
At June 11, 1997 and subsequently, certain subsidiaries were not in compliance
with  debt covenants due to non-payment of principal due on long-term debt and
covenants  relating  to  financial ratios totaling $11,911,000. This amount is
included  in the current portion of long-term debt in the accompanying balance
sheet.


NOTE  5.  COMMITMENTS  AND  CONTINGENCIES
-----------------------------------------
ClubCorp  is  subject  to  certain  pending or threatened litigation and other
claims. Management, after review and consultation with legal counsel, believes
ClubCorp  has  meritorious  defenses  to  these matters and that any potential
liability  from  these  matters  would  not  materially  affect  ClubCorp's
consolidated  financial  statements.


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,  city  clubs,
city/athletic  clubs,  athletic  clubs,  resorts,  golf clubs, public fee golf
courses  and  related  real estate.  Historically, the Company operated in the
financial services segment through Franklin Federal Bancorp, a Federal Savings
Bank  ("Franklin").   On August 7, 1996, Franklin entered into an agreement to
sell  certain  assets  and transfer certain liabilities of Franklin to Norwest
Corporation.    The sale was consummated on January 2, 1997 for $90.0 million.
A  gain of $25.1 million was recognized on the sale, net of taxes and minority
interest.

     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 24 and 12 weeks ended June 11, 1997 and June 12, 1996
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, 1996, as filed
with  the  Securities  and  Exchange  Commission.


RESULTS  OF  OPERATIONS

12  WEEKS  ENDED  JUNE  11,  1997  COMPARED  TO  12  WEEKS ENDED JUNE 12, 1996

     Operating  revenues  increased by 4.3% to $201.8 million for the 12 weeks
ended  June 11, 1997 from $193.5 million for the 12 weeks ended June 12, 1996.
Operating  revenues  of  mature properties (i.e., those for which a comparable
period  of activity exists, generally those owned for at least eighteen months
to  two years) increased from $168.4 million to $175.3 million, an increase of
4.1%.

     Operating  revenues  from  mature  private club properties increased from
$116.3  million for the 12 weeks ended June 12, 1996 to $119.9 million for the
same  period  in  1997,  or  3.1%.    Membership  dues at mature private clubs
increased  4.2%  to  $57.3  million  in 1997 from $55.0 million in 1996 due to
inflationary  price  increases  and slightly improved membership trends. Usage
revenues  for  mature  private club properties (i.e., food and beverage, golf,
lodging,  and  other  recreation) increased 2.3% to $61.4 million in 1997 from
$60.0  million  for  the  12  weeks  ended  June  12,  1996.

     Operating  revenues  from  golf clubs (i.e., those clubs which offer both
private  and  public play) grew 19.7% from $6.6 million for the 12 weeks ended
June  12,  1996 to $7.9 million for the 12 weeks ended June 11, 1997 resulting
primarily  from  acquisitions in 1996 and volume and price increases at mature
properties.    Operating  revenues  from  mature  golf clubs increased to $6.2
million  for  the  12  weeks  ended June 11, 1997 from $5.8 million for the 12
weeks  ended  June  12, 1996 or 6.9%, reflecting an increase of 2.9% in rounds
played  and  an  increase  of  4.3%  in  revenue  per  round.

     Operating  revenues  from  public  fee  courses  (i.e., those clubs which
exclusively  offer  public  play)  increased  to $9.2 million for the 12 weeks
ended  June 11, 1997 from $8.5 million for the 12 weeks ended June 12, 1996 or
8.2% due primarily to 1996 acquisitions.  Mature public fee operating revenues
increased  to  $7.7  million  from $7.1 million in 1996 or 8.5%, reflecting an
increase  in  rounds  played  of  9.4%  partially offset by a 0.7% decrease in
revenue  per  round.

     Resort  operating  revenues increased 10.7% from $39.2 million in 1996 to
$43.4  million  in  1997  due  to  increases  at  mature properties and a 1996
acquisition.  Operating revenues from mature resorts increased 5.6% from $39.2
million  in  1996  to $41.4 million in 1997, reflecting an increase of 1.9% in
occupancy  rates  and  an  increase  of  5.2% in the average daily revenue per
available  room.

     Realty  operating  revenues  decreased  from $6.8 million in 1996 to $4.9
million in 1997, or 27.9%, due to decreased real estate sales of land held for
resale  in  Colorado.

     International  operating  revenues increased from $0.9 million for the 12
weeks ended June 12, 1996 to $2.7 million for the 12 weeks ended June 11, 1997
mainly  due  to equity in earnings from a city club joint venture in Singapore
and  1996  and  1997  acquisitions.

     Direct  operating  costs  increased  2.0%  to $160.4 million in 1997 from
$157.2  million  in  1996  principally  reflecting increased variable costs at
mature  properties.   Direct operating costs at mature properties increased to
$116.3  million  for  the 12 weeks ended June 11, 1997 from $112.3 million for
the  same period in 1996, or 3.6%.  The increase in direct operating costs for
mature  properties is due primarily to inflationary payroll cost increases and
incentive  bonus  accruals.


24  WEEKS  ENDED  JUNE  11,  1997  COMPARED  TO  24  WEEKS ENDED JUNE 12, 1996

     Operating  revenues  increased  4.5%  to  $360.9 million for the 24 weeks
ended  June 11, 1997 from $345.3 million for the 24 weeks ended June 12, 1996,
resulting  primarily  from inflationary price increases on membership dues and
golf related revenues at mature properties and to slightly improved membership
trends.    Operating  revenues  of  mature properties (i.e., those for which a
comparable  period  of  activity  exists,  generally  those owned for at least
eighteen months to two years) increased from $303.9 million to $316.9 million,
an  increase  of  4.3%.

     Operating  revenues  from  mature  private club properties increased 2.8%
from  $219.9 million in 1996 to $226.1 million for the 24 weeks ended June 11,
1997.    Membership  dues  at  mature  private  clubs increased 4.0% to $114.0
million  for  the  24 weeks ended June 11, 1997 from $109.6 million for the 24
weeks  ended  June  12, 1996, due to inflationary price increases and slightly
improved  membership trends.  Membership enrollment at mature clubs for the 24
weeks  ended  June 11, 1997 was 19.0%, which is higher than attrition rates of
18.1% during the same period resulting in a 0.9% net enrollment rate.  The net
enrollment  at  mature  clubs  for  the 24 weeks ended June 12, 1996 was 0.8%.
Usage  revenues  for  mature private club properties (i.e., food and beverage,
golf,  lodging, and other recreation) increased 1.7% to $109.6 million for the
24  weeks ended June 11, 1997 from $107.7 million for the same period in 1996.

     Operating  revenues from golf clubs grew 26.4% from $12.5 million in 1996
to  $15.8  million  in  1997  resulting  primarily  from acquisitions in 1996.
Operating revenues from mature golf clubs increased 8.3% to $11.7 million from
$10.8 million in 1996, reflecting an increase of 2.4% in rounds played, due to
better  weather  conditions  in  markets  served,  and  an increase of 4.8% in
revenue  per  round.

     Resort  operating  revenues increased 12.8% from $63.2 million in 1996 to
$71.3  million in 1997 due to volume increases at mature properties and a 1996
acquisition.    Operating  revenues  from  mature resorts increased from $62.8
million for the 24 weeks ended June 12, 1996 to $67.8 million for the 24 weeks
ended  June  11,  1997, an increase of 8.0%, reflecting an increase of 8.3% in
the  average  daily  revenue  per  available  room  and an increase of 2.6% in
occupancy  rates  partially  offset by a decrease of 2.5% in the average daily
room  rate  per  occupied  room.

     Realty  operating  revenues  decreased from $10.7 million in 1996 to $7.1
million  in  1997,  or  33.6%, primarily due to decreased real estate sales of
land  held  for  resale  in  Colorado,  Ohio,  and  South  Carolina.

     International  operating  revenues  increased  to $5.7 million for the 24
weeks  ended  June 11, 1997  from $1.1 million for the same period in 1996 due
primarily  to  equity  in earnings from a city club joint venture in Singapore
and  1996  and  1997  acquisitions.

     Direct  operating  costs  increased  3.6%  to  $303.1 million from $292.7
million  principally  reflecting increased costs at mature properties.  Direct
operating  costs  at  mature properties increased to $218.9 million for the 24
weeks  ended  June 11, 1997 from $209.5 million for the same period in 1996 or
4.5%.    The  increase  in direct operating costs for mature properties is due
primarily  to  increased  health  insurance  premiums,  an impairment loss for
assets  to  be disposed of, inflationary payroll cost increases, and incentive
bonus  accruals.


SEASONALITY

     The  subsidiaries of the Company operate primarily on a 52/53 week fiscal
year. The first three quarters consist of 12 weeks each and the fourth quarter
includes  16  weeks.  The  timing  of  fiscal  quarter  ends, seasonal weather
conditions and other short-term variations cause financial performance to vary
by  quarter.  The Company has historically generated a disproportionate amount
of  its  operating  revenue  in  the second, third and fourth quarters of each
year.  The timing of purchases or leases of operating properties, divestitures
of  operating  properties,  and  investment  gains  and  losses also cause the
Company's results of operations to vary significantly from quarter to quarter.


INFLATION

     Inflation  has  not  had  a significant adverse impact on the Company. As
operating  expenses increase, the Company, to the extent the value of services
rendered  to  members  is  not  adversely  impacted  and as industry standards
dictate,  recovers  increased  costs  by  increasing  prices.


LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  finances  its operations and capital expenditures primarily
through  cash  flows  from  operations and long-term debt. Membership deposits
collected by a subsidiary are used to finance such subsidiary's operations and
for  capital  expenditures.    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 5.9% 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.    Commitments  to  fund  future  capital
expenditures  were  not  material  as  of  June  11,  1997.

     Long-term  debt is generally incurred on a property specific basis and is
non-recourse to any corporations other than the subsidiary incurring the debt.
Membership  deposits represent advance initiation deposits paid by members and
are  generally  refundable  30  years from the date of acceptance as a member.
Management  does  not consider maturities of membership deposits over the next
five  years  to  be  material.   Due to the utilization of long-term operating
leases  and membership deposits, the 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.

     The  Company  relies  on  its  low  leverage  position and maintenance of
positive  relationships  with  existing  and  potential  lenders  to  arrange
financing  as  needed for general corporate purposes or for specific projects.
Consequently,  the Company maintained no committed lines of credit at June 11,
1997.    At  June  11,  1997,  certain subsidiaries of the Company were not in
compliance  with  outstanding  loan  agreements  relating  to  long-term  debt
totaling  $11.9  million.    The noncompliance relates both to financial ratio
covenants and to nonpayment of amounts due under the terms of such agreements.

     The  provisions  of certain subsidiary lending and other agreements limit
the  amount  of  dividends  that may be paid to the parent.  At June 11, 1997,
cash balances of $9.7 million were not available for dividends by subsidiaries
due  to  those  restrictions.

     At  June 11, 1997, the Company's subsidiaries maintained $13.7 million of
unused letters of credit primarily to guarantee payment of potential insurance
claims  paid  under  workers'  compensation  and  general  liability programs.

     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 11, 1997, the value of
the  Redemption  Right  was $44.9 million.  The most recent appraised price of
the  Common Stock is $11.94 as of June 11, 1997. The aggregate market value of
the Common Stock at June 11, 1997, based on such appraised value,  is $1,018.1
million.   The Redemption Right has never been exercised by the Plan, although
the  Company from time to time has repurchased Common Stock into treasury from
certain  stockholders.  The Company does not believe that the Redemption Right
will  be  exercised  to  any  material  extent  by the Plan to meet any of its
fiduciary  obligations.


FACTORS  THAT  MAY  AFFECT  FUTURE  OPERATING  RESULTS

     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.

     Over the last three years, attrition rates among members of the Company's
mature clubs have ranged from 17.5% to 20.5%. In certain geographic areas, the
Company  has  experienced decreased levels of usage of its private clubs, golf
clubs,  and  public golf facilities. Membership enrollment at mature clubs for
the  24  weeks  ended  June 11, 1997 was 19.0%, which is higher than attrition
rates  of  18.1%  during  the  same  period.  Attrition was primarily due to a
decrease  of  members  at  city clubs.  The Company is currently analyzing the
existing demands of the city club market and modifying its existing product to
more  closely  match these needs.  In addition, the Company continues to focus
its  efforts  on  membership enrollment programs and quality service to reduce
attrition as one of its top priorities for 1997.   For the last several years,
the  Company  has  focused  on efforts to retain existing members, attract new
members  and  increase  club  usage  through  various  programs and membership
activities,  including  increasing member participation by implementing member
survey  suggestions,  increasing the involvement of member boards of governors
in  planning club activities, and the alignment of club activities with member
needs.    It is uncertain how trends in membership and club usage will develop
in  the  future,  or whether any of the Company's efforts in this area will be
successful.

     During  1996,  the  Company  was  successful  in  its  efforts to control
expenses  and  increase  revenues.    While operating revenues increased 3.1%,
operating  costs  and  expenses  increased  only 1.0%.  It is uncertain if the
Company  can continue to create operating efficiencies and thus decrease costs
in 1997 to the extent cost reductions were achieved in 1996.  For the 24 weeks
ended  June  11,  1997,  the Company's operating revenues increased 4.5% while
operating  costs  and  expenses  increased  3.6%.

     As  of July 23, 1997, the Company was in the final stages of negotiations
to  acquire  three  properties  and  to  build  one  property.  The Company is
considering  several  ownership  structures for the properties including lease
arrangements,  sole  ownership, and partial ownership (including joint venture
interests).  The  consummation  of  the  acquisition and construction of these
properties  is  expected  to  require  approximately  $8.0 to $10.0 million in
capital  expenditures,  to be funded primarily with cash flows from operations
and  external  bridge  financing  of Club Corporation of America ("CCA").  The
bridge  financing  arrangement  is  a  "guidance line", styled as a promissory
note,  with  a  bank and is due on a short-term basis up to a maximum of $75.0
million.  Borrowings  are generally renewed as they become due; therefore, CCA
does  not expect to be required to repay the outstanding borrowings within the
next  twelve  months. As of June 11, 1997, $22.0 million was outstanding under
this  financing  arrangement.     On June 19, 1997, a discretionary payment of
$6.3  million  was  made  from cash flows from operations to repay outstanding
borrowings.    Due to its short-term nature, the amount outstanding, excluding
letters  of credit and loan guarantees, at June 11, 1997 is considered current
for financial reporting purposes. Additional credit arrangements could be made
if  considered necessary. The eventual outcome of the acquisition negotiations
cannot  be  accurately  predicted  at  this  time.

     The  Company  has  acquired  63  properties since January 1, 1991 through
purchase,  lease  agreement or joint venture arrangements. Actual returns from
these  properties  have  been  significantly  less than projected returns. The
success  of  each  property depends on different factors; however, some of the
more  common  risk  factors include a high dependency on real estate sales for
new  membership  growth,  slower  progress  than  anticipated in repositioning
properties  and  slower  than  anticipated  turnarounds  of  prior  operating
deficits.  Additional  purchase consideration was paid for premier properties,
strategically  positioned  properties,  and  properties  in  markets  with
significant  barriers  to  entry  reflecting  both the tangible and intangible
value  of the property. The Company has also experienced greater than expected
development  costs  at  certain  properties  built and opened since January 1,
1991.  Under-performing and cash flow deficit properties recently acquired are
being  carefully  analyzed  by  executive  management  to determine an optimum
business  plan  allowing  for  the highest possible return to the Company. The
Company  continually  seeks  to  improve  financial  performance  of  existing
facilities  and  divest  properties when management determines that properties
will  be  unable  to  provide  a  positive  contribution to profitability. The
Company is currently evaluating several of its properties for ownership and/or
financial  restructure or divestiture which could, depending on the outcome of
restructure  or divestiture negotiations, limit its short-term ability to grow
revenues  and  cash  flows at historical levels. Executive management believes
that its focus on, and investment in, training and development at the property
manager  level  could improve performance in the future.  Executive management
has  developed  a  risk  and reward-based screening model to evaluate specific
risk and reward factors against projected yields for all proposed acquisitions
and  certain  other  significant  capital  investments  of  the  Company.   In
addition,  the  Company  has  implemented  a  "team  approach" to acquisitions
including all facets of operations, development, and regional support teams to
improve  the  transition  of  ownership.

<PAGE>
                          PART II.  OTHER INFORMATION



Item  6.    Exhibits  and  Reports  on  Form  8-K
            (a) Exhibits
                10.1* - Second Amendment to ClubCorp Stock Investment Plan
                10.2* - Third Amendment to ClubCorp Stock Investment Plan
                10.3* - Fourth Amendment to ClubCorp Stock Investment Plan
                10.4* - Fifth Amendment to ClubCorp Stock Investment Plan
                10.5* - Sixth Amendment to ClubCorp Stock Investment Plan
                15.1  - Letter from KPMG Peat Marwick LLP regarding
                        unaudited  interim  financial  statements

            (b) Reports  on  Form  8-K
                The  Company  filed  a  Form 8-K during the quarterly
                period ended June 11, 1997 on April 3, 1997 which
                included  Item  8.    Change  in  Fiscal  Year.

_______________________
*     Filed as an exhibit to Form 10-Q for the quarterly period ended June 11,
1997  on  July  24,  1997.


<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.


                                            CLUB CORPORATION INTERNATIONAL





Date :  February 5, 1998                    By:  /s/ James P. McCoy, Jr.
                                                 -----------------------
                                                 James P. McCoy, Jr.
                                                 Senior Vice President and
                                                 Chief Financial Officer
                                                 (chief accounting officer)