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


                                    FORM 10-Q

                               __________________

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

                  For the quarterly period ended March 21, 2000


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


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

                Delaware                                75-2778488
      (State or other jurisdiction                    (I.R.S. employer
    of incorporation or organization)                identification no.)

       3030 LBJ Freeway, Suite 700                  Dallas, Texas  75234
(Address of principal executive offices)                 (Zip Code)


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

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


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

The  number  of  shares of the Registrant's Common Stock outstanding as of April
25, 2000 was 94,475,974.

<PAGE>

                                 CLUBCORP, INC.

                                      INDEX


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:
         Independent Accountants' Review Report                                1
         Consolidated Balance Sheet                                            2
         Consolidated Statement of Operations                                  3
         Consolidated Statement of Stockholders' Equity
           and Comprehensive Income                                            4
         Consolidated Statement of Cash Flows                                  5
         Condensed Notes to Consolidated Financial Statements                  6

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

Item 3.  Quantitative and Qualitative Disclosure About Market Risk            13

Part II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                     14

<PAGE>

                         PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


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



The Board of Directors
ClubCorp, Inc.



We  have  reviewed  the  consolidated  balance  sheet  of  ClubCorp,  Inc.   and
subsidiaries  (ClubCorp) as of March 21, 2000 and March 23, 1999 and the related
consolidated  statements  of  operations, stockholders' equity and comprehensive
income  and  cash  flows for the twelve weeks ended March 21, 2000 and March 23,
1999.   These  consolidated  financial  statements  are  the  responsibility  of
ClubCorp's management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is  the  expression  of an opinion regarding the financial statements taken as a
whole.  Accordingly, we do not express such an opinion.

Based  on our 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 28, 1999
and  the related consolidated statements of operations, stockholders' equity and
comprehensive  income  and  cash  flows  for  the year then ended (not presented
herein);  and  in our report dated February 25, 2000 we expressed an unqualified
opinion  on  those  consolidated  financial  statements.  In  our  opinion,  the
information  set  forth  in  the  accompanying  consolidated balance sheet as of
December  28, 1999 is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.




                                               KPMG LLP




Dallas, Texas
April 28, 2000

<PAGE>

ClubCorp, Inc.
Consolidated Balance Sheet
(Dollars in thousands, except share amounts)
(Unaudited)

<TABLE>
<CAPTION>

                                                         March 23,    December 28,    March 21,
                     Assets                                1999           1999          2000
                     ------                             -----------  --------------  -----------
<S>                                                     <C>          <C>             <C>
Current assets:
        Cash and cash equivalents                       $   52,255   $      36,606   $   59,910
        Membership and other receivables, net               71,068         109,391       96,508
        Inventories                                         20,961          22,937       23,565
        Other assets                                        17,011          16,213       17,611
                                                        -----------  --------------  -----------
                Total current assets                       161,295         185,147      197,594

Property and equipment, net                                777,073       1,122,369    1,138,960
Other assets                                               214,619         239,014      253,991
                                                        -----------  --------------  -----------
                                                        $1,152,987   $   1,546,530   $1,590,545
                                                        ===========  ==============  ===========

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

Current liabilities:
        Accounts payable and accrued liabilities        $   45,911   $      76,063   $   63,104
        Long-term debt - current portion                    36,086          57,867       65,900
        Other liabilities                                  118,185         106,120      118,314
                                                        -----------  --------------  -----------
                Total current liabilities                  200,182         240,050      247,318

Long-term debt                                             269,604         454,258      501,975
Other liabilities                                          103,898         118,069      117,374
Membership deposits                                         97,640          96,365       98,250

Redemption value of common stock held by benefit plan       65,751          72,835       70,098

Stockholders' equity:
Preferred stock, $.01 par value, 150,000,000 shares
   authorized, none issued or outstanding                        -               -            -
Common stock, $.01 par value, 250,000,000 shares
   authorized, 90,219,408 issued at March 23, 1999,
   99,594,408 issued at December 28, 1999 and
   March 21, 2000, 85,242,342 outstanding at
   March 23, 1999, 94,436,903 outstanding at
   December 28, 1999 and 94,475,974 outstanding
   at March 21, 2000                                           902             996          996
Additional paid-in capital                                  15,943         160,408      160,743
Accumulated other comprehensive income (loss)                 (460)            841          118
Retained earnings                                          442,916         449,840      440,447
Treasury stock                                             (43,389)        (47,132)     (46,774)
                                                        -----------  --------------  -----------
                Total stockholders' equity                 415,912         564,953      555,530
                                                        -----------  --------------  -----------
                                                        $1,152,987   $   1,546,530   $1,590,545
                                                        ===========  ==============  ===========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        2


ClubCorp, Inc.
Consolidated Statement of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)

<TABLE>
<CAPTION>

                                                  Twelve Weeks Ended
                                               ------------------------
                                                March 23,    March 21,
                                                  1999         2000
                                               -----------  -----------
<S>                                            <C>          <C>
Operating revenues                             $  182,251   $  199,397
Operating costs and expenses                      149,271      169,391
Depreciation and amortization                      13,508       19,184
Selling, general and administrative expenses       15,951       18,003
                                               -----------  -----------

Operating income (loss)                             3,521       (7,181)

Interest expense                                   (7,153)     (10,791)
Other income                                        1,441          856
                                               -----------  -----------

Loss from operations before income taxes           (2,191)     (17,116)

Income tax (provision) benefit                       (191)       4,986
                                               -----------  -----------

Net loss                                       $   (2,382)  $  (12,130)
                                               ===========  ===========



Basic and diluted loss per share               $     (.03)  $     (.13)
                                               ===========  ===========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        3


ClubCorp, Inc.
Consolidated Statement of Stockholders' Equity and Comprehensive Income
Twelve Weeks Ended March 23, 1999 and March 21, 2000
(Dollars in thousands, except share amounts)
(Unaudited)

<TABLE>
<CAPTION>

                                                Preferred stock
                                              (150,000,000 shares
                                                authorized, par          Common stock (250,000,000 shares
                                             value $.01 per share)     authorized, par value $.01 per share)
                                             ---------------------  -------------------------------------------
                                                                                 Treasury                        Additional
                                             Shares      Shares       Shares      Stock       Shares      Par      Paid-in
                                             Issued    Outstanding    Issued      Shares    Outstanding  Value     Capital
                                             ------    -----------  ----------  ----------  -----------  ------  -----------
<S>                                          <C>       <C>          <C>         <C>         <C>          <C>     <C>
Balances at December 29, 1998                     -              -  90,219,408  5,589,599   84,629,809   $  902  $    11,205

Stock issued in connection with:
    Acquisition                                   -              -           -   (597,533)     597,533        -        4,717
    Exercise of stock options                     -              -           -    (15,000)      15,000        -           21

Comprehensive income:
    Net loss                                      -              -           -          -            -        -            -
    Foreign currency translation adjustment       -              -           -          -            -        -            -

        Total comprehensive loss

Change in redemption value of common
    stock held by benefit plan                    -              -           -          -            -        -            -
                                             ------    -----------  ----------  ----------  ----------   ------  -----------

Balances at March 23, 1999                        -              -  90,219,408  4,977,066   85,242,342   $  902  $    15,943
                                             ======    ===========  ==========  ==========  ==========   ======  ===========

Balances at December 28, 1999                     -              -  99,594,408  5,157,505   94,436,903   $  996  $   160,408

Stock issued in connection with bonus plans       -              -           -    (39,071)      39,071        -          335

Comprehensive income:
    Net loss                                      -              -           -          -            -        -            -
    Foreign currency translation adjustment       -              -           -          -            -        -            -

        Total comprehensive loss

Change in redemption value of common
    stock held by benefit plan                    -              -           -          -            -        -            -
                                             ------    -----------  ----------  ----------  ----------   ------  -----------

Balances at March 21, 2000                        -              -  99,594,408  5,118,434   94,475,974   $  996  $   160,743
                                             ======    ===========  ==========  ==========  ==========   ======  ===========


                                               Accumulated
                                                  Other                                    Total
                                              Comprehensive    Retained    Treasury    Stockholders'
                                              Income (Loss)    Earnings     Stock         Equity
                                             ---------------  ----------  ----------  ---------------
<S>                                          <C>              <C>         <C>         <C>
Balances at December 29, 1998                $         (119)  $ 445,770   $ (48,722)  $      409,036

Stock issued in connection with:
    Acquisition                                           -           -       5,202            9,919
    Exercise of stock options                             -           -         131              152

Comprehensive income:
    Net loss                                              -      (2,382)          -           (2,382)
    Foreign currency translation adjustment            (341)          -           -             (341)
                                                                                      ---------------
        Total comprehensive loss                                                              (2,723)

Change in redemption value of common
    stock held by benefit plan                            -        (472)          -             (472)
                                             ---------------  ----------  ----------  ---------------

Balances at March 23, 1999                   $         (460)  $ 442,916   $ (43,389)  $      415,912
                                             ===============  ==========  ==========  ===============

Balances at December 28, 1999                $          841   $ 449,840   $ (47,132)  $      564,953

Stock issued in connection with bonus plans               -           -         358              693

Comprehensive income:
    Net loss                                              -     (12,130)          -          (12,130)
    Foreign currency translation adjustment            (723)          -           -             (723)
                                                                                      ---------------
        Total comprehensive loss                                                             (12,853)

Change in redemption value of common
    stock held by benefit plan                            -       2,737           -            2,737
                                             ---------------  ----------  ----------  ---------------

Balances at March 21, 2000                   $          118   $ 440,447   $ (46,774)  $      555,530
                                             ===============  ==========  ==========  ===============
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        4


ClubCorp, Inc.
Consolidated Statement of Cash Flows
(Dollars in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                      Twelve Weeks Ended
                                                                                   ------------------------
                                                                                    March 23,    March 21,
                                                                                      1999         2000
                                                                                   -----------  -----------
<S>                                                                                <C>          <C>
Cash flows from operations:
        Net loss                                                                   $   (2,382)  $  (12,130)
        Adjustments to reconcile net loss to cash flows provided from operations:
                Depreciation and amortization                                          13,508       19,184
                Equity in earnings of joint ventures                                     (643)        (110)
                Amortization of discount on membership deposits                         2,244        2,033
                Deferred income taxes                                                     (72)      (5,449)
                Decrease in real estate held for sale                                     268        2,156
                Decrease in membership and other receivables, net                      14,159       12,883
                Decrease in accounts payable and accrued liabilities                  (12,904)     (12,261)
                Net change in deferred membership revenues                             (1,142)         592
                Other                                                                   8,427       10,397
                                                                                   -----------  -----------
                            Cash flows provided from operations                        21,463       17,295

Cash flows from investing activities:
        Additions to property and equipment                                           (26,130)     (27,948)
        Development of new facilities                                                    (914)     (11,964)
        Development of real estate ventures                                              (736)      (6,386)
        Acquisition of facilities                                                     (22,210)           -
        Investment in affiliates                                                      (23,002)      (1,436)
        Other                                                                           2,354          (99)
                                                                                   -----------  -----------
                            Cash flows used by investing activities                   (70,638)     (47,833)

Cash flows from financing activities:
        Borrowings of long-term debt                                                   33,167       92,105
        Repayments of long-term debt                                                   (7,463)     (38,952)
        Membership deposits received, net                                                 232          689
        Treasury stock transactions, net                                                  152            -
                                                                                   -----------  -----------
                            Cash flows provided from financing activities              26,088       53,842
                                                                                   -----------  -----------

Total net cash flows                                                                  (23,087)      23,304
                                                                                   -----------  -----------
Cash and cash equivalents at beginning of period                                       75,342       36,606
                                                                                   -----------  -----------
Cash and cash equivalents at end of period                                         $   52,255   $   59,910
                                                                                   ===========  ===========
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                        5

ClubCorp, Inc.
Condensed Notes to Consolidated Financial Statements


Note 1.  Summary of significant accounting policies
---------------------------------------------------
Consolidation
-------------
The  Consolidated  Financial  Statements  include the accounts of ClubCorp, Inc.
(Parent)   and   its   subsidiaries   (collectively   ClubCorp).   All  material
intercompany balances and transactions have been eliminated.

Interim presentation
--------------------
The  accompanying  Consolidated  Financial  Statements  have  been  prepared  by
ClubCorp  and  are  unaudited.  Certain  information  and  footnote  disclosures
normally included in financial statements presented in accordance with generally
accepted   accounting   principles  have  been  omitted  from  the  accompanying
statements.  ClubCorp's management believes the disclosures made are adequate to
make the information presented not misleading. However, the financial statements
should  be  read  in  conjunction with the Consolidated Financial Statements and
notes thereto of ClubCorp for the year ended December 28, 1999 which were a part
of ClubCorp's Form 10-K.

In  the  opinion of ClubCorp management, the accompanying unaudited Consolidated
Financial  Statements  reflect  all  adjustments necessary (consisting of normal
recurring  accruals)  to  present  fairly the consolidated financial position of
ClubCorp  as  of  March 23, 1999 and March 21, 2000 and the consolidated results
of operations and cash flows for the twelve weeks ended March 23, 1999 and March
21,  2000,  respectively.  Interim  results  are  not  necessarily indicative of
fiscal  year  performance  because  of  the  impact  of  seasonal and short-term
variations  and other factors such as timing of acquisitions and dispositions of
facilities.

Earnings per share
------------------
Earnings  per  share  is  computed  using  the weighted average number of shares
outstanding  of  85,142,753  and 94,475,974 for basic for the twelve weeks ended
March  23,  1999  and  March 21, 2000, respectively.  The potential common stock
equivalents  for  options  and  warrants  to  purchase common stock of 1,484,707
shares  for  the  twelve weeks ended March 23, 1999 and 1,329,567 shares for the
twelve weeks ended March 21, 2000 are antidilutive due to the net losses for the
quarters.

Recent pronouncements
---------------------
In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities".  It  requires  that  all  derivatives be
recognized  as  either  assets  or  liabilities  on  the  balance sheet and such
instruments  be  measured  at  their  fair value.  The Statement, as amended, is
effective  for  all  quarters  of years beginning after June 15, 2000.  Based on
ClubCorp's   current  operations,  the  effect  of  implementation  of  this new
statement  is  not  expected  to have a significant effect on ClubCorp's balance
sheet  or  statement  of  operations.  SFAS  133 will be reflected in ClubCorp's
first  quarter  2001  Consolidated  Financial  Statements.

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


Note 2.  Property and equipment
-------------------------------
Property and equipment consists of the following (dollars in thousands):

<TABLE>
<CAPTION>

                             March 23,    December 28,    March 21,
                               1999           1999          2000
                            -----------  --------------  -----------
<S>                         <C>          <C>             <C>
Land and land
   improvements             $  326,103   $     528,466   $  544,853
Buildings and recreational
   facilities                  299,172         378,560      381,625
Leasehold improvements          97,188         112,570      111,106
Furniture and fixtures          97,753         118,107      119,847
Machinery and equipment        177,603         222,762      227,469
Construction in progress        73,395         104,050      112,678
                            -----------  --------------  -----------
                             1,071,214       1,464,515    1,497,578
Accumulated depreciation
   and amortization           (294,141)       (342,146)    (358,618)
                            -----------  --------------  -----------
                            $  777,073   $   1,122,369   $1,138,960
                            ===========  ==============  ===========
</TABLE>

                                        6


Note 3.  Segment reporting
----------------------------
ClubCorp  operations  are  organized  into  three  principal  business  segments
according  to  the  type of facility or service provided:  Country club and golf
facilities,  Business  and  sports clubs and Resorts.  Financial information for
the  segments  is  as  follows  (dollars  in  thousands):

<TABLE>
<CAPTION>

                                                 Twelve Weeks Ended
                                              ------------------------
                                               March 23,    March 21,
                                                 1999         2000
                                              -----------  -----------
<S>                                           <C>          <C>
Operating revenues:
    Country club and golf facilities          $   82,355   $  100,254
    Business and sports clubs                     58,441       57,131
    Resorts                                       33,228       29,937
                                              -----------  -----------
        Total operating revenues
            for reportable segments              174,024      187,322
    Other operations                               2,483        7,342
    Corporate services and eliminations            5,744        4,733
                                              -----------  -----------
        Consolidated operating revenues       $  182,251   $  199,397
                                              ===========  ===========

Adjusted EBITDA:
    Country club and golf facilities          $   17,841   $   22,306
    Business and sports clubs                      5,774        5,932
    Resorts                                         (784)      (4,655)
                                              -----------  -----------
        Total Adjusted EBITDA
            for reportable segments               22,831       23,583
    Other operations                                (703)        (396)
    Corporate services and eliminations           (6,896)      (8,496)
                                              -----------  -----------
        Consolidated Adjusted EBITDA              15,232       14,691
          Depreciation and amortization          (13,508)     (19,184)
          Net membership deposits and fees         2,047       (1,795)
          Joint venture adjustment                  (248)        (893)
                                              -----------  -----------
        Consolidated operating income (loss)  $    3,523   $   (7,181)
                                              ===========  ===========
</TABLE>


Note 4. Commitments and contingencies
-------------------------------------
ClubCorp  is  subject  to  certain  pending  or  threatened litigation and other
claims.  Management,  after review and consultation with legal counsel, believes
ClubCorp  has  meritorious  defenses  to  these  matters  and that any potential
liability  from  these  matters  would  not reasonably be expected to materially
affect  ClubCorp's  Consolidated  Financial  Statements.

                                        7

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

Introduction

      ClubCorp,  Inc.  (referred  to  as  ClubCorp  or the Company) is a holding
company  incorporated  under the laws of the State of Delaware that, through its
subsidiaries,  owns,  operates  and/or manages country clubs, golf clubs, public
golf  courses,  business  clubs, sports clubs, resorts, and certain related real
estate  through  sole  ownership,  partial  ownership  (including  joint venture
interests)  and management agreements.  The Company's primary sources of revenue
include  membership  dues,  fees  and  deposits,  food  and  beverage sales, and
revenues from golf operations and lodging facilities.  The Company also receives
management  fees  with  respect to facilities that it manages for third parties.

     The  earliest  predecessor  corporation  of  ClubCorp was organized in 1957
under  the name Country Clubs, Inc. All historical references herein to ClubCorp
include Country Clubs, Inc. and its successor corporations. For purposes of this
document,  unless  the  context  indicates  otherwise, references to the Company
include  ClubCorp  and  its  subsidiaries.  However,  each  of  ClubCorp and its
subsidiaries  is  careful  to maintain its separate legal existence, and general
references  to  the  Company  should not be interpreted to reduce in any way the
legal   distinctions   among   the   subsidiaries  or  among  ClubCorp  and  its
subsidiaries.

     The  following  discussion of the Company's financial condition and results
of  operations  for  the  twelve  weeks  ended March 23, 1999 and March 21, 2000
should  be read in conjunction with the Company's Annual Report on Form 10-K for
the  year  ended  December  28,  1999, as filed with the Securities and Exchange
Commission.

Recent Developments

     In  April  2000,  the Company announced the addition of Jeffrey P. Mayer to
its  senior  management  team  as  Executive  Vice President and Chief Financial
Officer.  Prior  to  joining the Company, Mr. Mayer served as the Executive Vice
President  and Chief Financial Officer of Bristol Hotels and Resorts since March
1998  and  as Senior Vice President and Chief Financial Officer of Bristol Hotel
Company  from  January  1996 until July 1998. Prior to 1996, Mr. Mayer served as
Senior Vice President, Corporate Controller and Chief Accounting Officer of Host
Marriott  Corporation (formerly Marriott Corporation) from 1993 to 1996; as Vice
President  -  Project  Finance  of  Marriott  from  1991 to 1993, and in various
positions with Marriott's finance department from 1986 to 1991. Prior to joining
Marriott,  Mr. Mayer was an Audit Manager with Arthur Andersen & Co. in Atlanta,
Georgia.

Results of Operations

Twelve Weeks Ended March 23, 1999 Compared to Twelve Weeks Ended March 21, 2000

Consolidated Operations

     Operating  revenues  increased  9.4% to $199.4 million for the twelve weeks
ended  March  21,  2000 from $182.3 million for the twelve weeks ended March 23,
1999.  The  increase  is  due primarily to the addition of the revenues from the
Cobblestone  facilities  and  increased  membership revenue.  The 22 Cobblestone
facilities were acquired on March 31, 1999.  The increased membership revenue is
primarily  associated  with  increased membership at same store country club and
golf  facilities  and  business  and  sports  clubs  (i.e.,  those  for  which a
comparable  period  of  activity  exists,  generally  those  owned  for at least
eighteen  months  to  two  years).  Operating  revenues of same store facilities
increased  4.4% to $168.8 million for the twelve weeks ended March 21, 2000 from
$161.6  million  for  the  twelve  weeks  ended  March  23,  1999.

     Operating  costs  and  expenses,  consisting  of  direct  operating  costs,
facility  rentals,  and  maintenance, increased 13.5%, to $169.4 million for the
twelve weeks ended March 21, 2000 from $149.3 million for the twelve weeks ended
March  23,  1999.  This  increase  is  principally  due  to  the addition of the
operating  costs  and  expenses  of  the Cobblestone facilities and increases in
costs  of  sales  related  to  increased  real  estate  sales.

     Depreciation  and amortization expense for the twelve weeks ended March 21,
2000  increased  $5.7  million  primarily due to the addition of the Cobblestone
facilities,   capital   expansions  at  existing  facilities  and  increases  in
technology  related  assets.

                                        8

     Selling,  general  and  administrative  expenses  increased  12.5% to $18.0
million  for  the  twelve  weeks ended March 21, 2000 from $16.0 million for the
twelve  weeks  ended  March  23,  1999 primarily due to increases in payroll and
payroll  related  costs  for  information technology, marketing, and membership.

     Net  loss  for  the  twelve  weeks  ended  March 21, 2000 was $12.1 million
compared to a loss of $2.4 million for the twelve weeks ended March 23, 1999 due
primarily  to  decreases in operating income at country club and golf and resort
facilities,  increases  in  general  and  administrative  costs and increases in
interest  expense.  The  increase  in  interest  expense of $3.6 million for the
twelve weeks ended March 21, 2000 is primarily due to an increase in outstanding
debt.  This  increase  in operating loss is partially offset by increases in the
federal income tax benefit.

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

          Adjusted EBITDA decreased $0.5 million to $14.7 million for the twelve
weeks  ended  March 21, 2000 from $15.2 million for the twelve weeks ended March
23,  1999,  due  primarily to decreases in operating income at resort facilities
and  same  store country club and golf facilities and sports and business clubs.
This decrease was partially offset by an increase in net membership deposits and
fees  at same store country club and golf facilities and developing country club
and  golf  facilities  acquired  during  the  last  three  quarters  of 1999 and
increases  in  initiation  fees  at  a  resort  facility.

Segment and Other Information

Country Club and Golf Facilities

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the Company's country club and golf facilities segment for
the  twelve  week  periods  ended  March 23, 1999 and March 21, 2000 (dollars in
thousands):

<TABLE>
<CAPTION>

                                       Same Store             Total
                                    Country Club and     Country Club and
                                     Golf Facilities      Golf Facilities
                                   ------------------  -------------------
                                     1999      2000      1999      2000
                                   --------  --------  --------  ---------
<S>                                <C>       <C>          <C>    <C>
Number of facilities                     93        93       112        124
    Operating revenues             $ 78,305  $ 81,887  $ 82,355  $ 100,254
    Operating costs and expenses     59,411    62,860    63,168     80,241
    Depreciation and amortization     6,792     7,093     7,219     11,212
                                   --------  --------  --------  ---------
    Segment operating income       $ 12,102  $ 11,934  $ 11,968  $   8,801
                                   ========  ========  ========  =========

    Adjusted EBITDA                $ 17,511  $ 19,471  $ 17,841  $  22,306
                                   ========  ========  ========  =========
</TABLE>

                                        9

     Operating  revenues  from  total country club and golf facilities increased
21.7%  due primarily to the addition of the Cobblestone facilities and increased
membership revenue at same store facilities.  The increase in membership revenue
at  same  store  facilities  is  primarily associated with increased membership.
Operating  costs  and  expenses  from  total  country  club  and golf facilities
increased  27.0%  due  primarily  to  the  addition  of  the operating costs and
expenses  of the Cobblestone facilities and increased operating costs related to
increased  revenues  at same store facilities.  The increase in depreciation and
amortization  in  total country club and golf facilities is primarily due to the
addition  of  the  Cobblestone facilities.  The decrease in gross margin at same
store  country  club and golf facilities from 15.4% to 14.6% is primarily due to
increases  in payroll and payroll related costs. The decrease in gross margin at
total  country  clubs and golf facilities from 14.5% to 8.8% is primarily due to
the  increase  in  the  number  of  facilities  in  development in 2000 as these
facilities   have   historically  experienced  lower  margins  than  same  store
facilities.

     The  increase  of  25.0%  in Adjusted EBITDA at total country club and golf
facilities  is  primarily  a  result  of  the factors discussed in the preceding
paragraph  coupled  with  increases  in initiation fees at developing facilities
acquired  in  the  last  three quarters of 1999.  The 11.2% increase in Adjusted
EBITDA  at  same  store  country  club  and  golf facilities is primarily due to
increases in initiation deposits in the twelve week period ended March 21, 2000.

Business and Sports Clubs

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's  business  and sports clubs segment for the
twelve  week  periods  ended  March  23,  1999  and  March  21, 2000 (dollars in
thousands):

<TABLE>
<CAPTION>

                                       Same Store             Total
                                        Business            Business
                                    and Sports Clubs    and Sports Clubs
                                   ------------------  ------------------
                                     1999      2000      1999      2000
                                   --------  --------  --------  --------
<S>                                <C>       <C>       <C>       <C>
Number of facilities                     82        82        94        82
    Operating revenues             $ 55,004  $ 57,131  $ 58,441  $ 57,131
    Operating costs and expenses     48,678    50,965    52,309    50,965
    Depreciation and amortization     2,701     2,954     2,966     2,954
                                   --------- --------  --------  --------
    Segment operating income       $  3,625  $  3,212  $  3,166  $  3,212
                                   ========  ========  ========  ========

    Adjusted EBITDA                $  5,918  $  5,932  $  5,774  $  5,932
                                   ========  ========  ========  ========
</TABLE>

     The  decrease  in  operating revenues at total business and sports clubs is
primarily  due to divestitures occurring after March 23, 1999.  Operating income
from same store business and sports clubs decreased $0.4 million from the twelve
weeks  ended  March  23,  1999 compared to the twelve weeks ended March 21, 2000
primarily  due  to increased payroll and payroll related costs at total business
and sports clubs.

                                       10

Resorts

     The  following  table  presents  certain  summary  financial data and other
operating  data  for  the  Company's resorts segment for the twelve week periods
ended March 23, 1999 and March 21, 2000 (dollars in thousands):
<TABLE>
<CAPTION>

                                                 Same Store Resorts      Total Resorts
                                                --------------------  -------------------
                                                  1999       2000       1999      2000
                                                ---------  ---------  --------  ---------
<S>                                             <C>        <C>        <C>       <C>
Number of facilities                                   4          4         5          5
    Operating revenues                          $ 28,260   $ 29,781   $33,228   $ 29,937
    Operating costs and expenses                  30,772     34,662    33,877     34,761
    Depreciation and amortization                  2,124      2,848     2,218      2,883
                                                ---------  ---------  --------  ---------
    Segment operating loss                      $ (4,636)  $ (7,729)  $(2,867)  $ (7,707)
                                                =========  =========  ========  =========

    Adjusted EBITDA                             $ (2,647)  $ (4,712)  $  (784)  $ (4,655)
                                                =========  =========  ========  =========

Lodging data:
    Room nights available                        104,130    105,705
    Occupancy rate                                  44.7%      41.1%
    Average daily room rate per occupied room   $    142   $    154
    Average daily revenue per occupied room     $    607   $    696
</TABLE>

     Operating  revenues  from total resorts decreased 9.9% primarily due to the
divestiture  of  a  resort facility during the third quarter of 1999.  Operating
loss  for  same  store  resort  facilities  increased  by 66.7% primarily due to
Pinehurst's  decrease  in operating income.  During the twelve week period ended
March  21,  2000, Pinehurst experienced a decrease in operating income resulting
from  decreases in room nights and golf operations income.  The decrease in golf
operations  income  was partially due to inclement weather, increases in payroll
and  payroll  related  costs  and  the  recording  of  a  $0.6 million inventory
writedown  to  net  realizable  value  for  pro  shop  merchandise.  Pinehurst's
decrease  in  operating  revenues  is  offset  by increases in revenues at other
resort  facilities,  which resulted primarily from increased occupancy rates and
increased  average  daily  revenue  per occupied room for the twelve weeks ended
March  21,  2000  at these facilities.  Operating costs at same store facilities
increased  12.6%  primarily  due to the items relating to Pinehurst mentioned in
the  preceding  sentences and increases in payroll and payroll related costs and
general and administrative costs at other resort facilities.

     The  decrease  in  Adjusted  EBITDA  at  same  store  resorts  is primarily
attributable to the decreased operating income at Pinehurst, as discussed in the
preceding  paragraph, and is partially offset by increases in initiation fees at
Barton Creek related to the opening of a new golf course.

Other Operations

     Realty  operating revenues increased $4.0 million from $1.2 million for the
twelve weeks of 1999 to $5.2 million for the twelve weeks of 2000, due primarily
to  real  estate  revenues  associated  with the Owners Club programs at several
locations.  Revenues  during  the  twelve  week period ended March 23, 1999 were
primarily  related  to  the  sales  of  land  held  for  resale  in  Colorado.

                                       11

Seasonality Demand; Fluctuations in Quarterly Results

     The  Company's  quarterly  results  fluctuate  as  a  result of a number of
factors.  Usage  of  the  Company's country club and golf facilities and resorts
declines  significantly  during  the  first  and  fourth  quarters,  when colder
temperatures  and  shorter  days  reduce  the  demand  for golf and golf-related
activities.  The  Company's  business  facilities  generate a disproportionately
greater share of their yearly revenues in the fourth quarter, which includes the
holiday  and year-end party season.  In addition, the fourth quarter consists of
16  weeks  of  operations  and  the  first, second and third quarters consist of
twelve  weeks.  As  a  result  of these factors, the Company usually generates a
disproportionate share of its revenues in the second, third, and fourth quarters
of  each  year  and  has  lower  revenues  in  the first quarter.  The timing of
purchases,  sales,  or  leases  of  facilities,  such  as  the  purchase  of the
Cobblestone  facilities,  also has caused and may cause the Company's results of
operations  to vary significantly in otherwise comparable periods.  In addition,
the  Company's  results  can  be  affected  by  non-seasonal  and severe weather
patterns.

Liquidity and Capital Resources

       Historically,  the  Company  has  financed  its  operations  and  capital
expenditures  primarily  through  cash flows from operations and long-term debt.
The Company distinguishes capital expenditures to refurbish and replace existing
property  and  equipment (i.e., capital replacements) from discretionary capital
expenditures  such  as  the  expansion  of  existing  facilities  (i.e., capital
expansions).  Most  capital  expenditures  other  than  capital replacements are
considered  discretionary  and  could  be curtailed in periods of low liquidity.
Capital  replacements  are  planned expenditures made each year to maintain high
quality  standards  of  facilities  for the purpose of meeting existing members'
expectations  and  to attract new members. Capital replacements have ranged from
5.6%  to  9.0%  of  operating  revenues  during  the  last three years.  Capital
expansions are discretionary expenditures, which create new amenities or enhance
existing  amenities  at  existing  facilities.  Development of the Company's new
facilities and planned expansions at existing facilities are expected to require
capital  expenditures  of  approximately  $69.0 and $78.4 million, respectively,
over the next two years to be financed with external financing of ClubCorp, Inc.
and  cash  flows  from  operations.

Factors  That  May  Affect  Future  Operating  Results  and  the Accuracy of Our
Forward-Looking Statements

     Certain  information  in  this  Quarterly  Report  on Form 10-Q may contain
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange  Act  of  1934,  as  amended.  All  statements other than statements of
historical   fact   are  "forward-looking  statements"  for  purposes  of  these
provisions,  including  projections  of  earnings,  revenues  or other financial
items,  statements  of  the  plans  and  objectives  of  management  for  future
operations  (including  statements  regarding  the expected restructuring of the
Company's  credit  agreements),  statements  concerning  proposed  new services,
statements regarding future economic conditions or performance and statements of
assumptions  underlying  any  of  the  foregoing. In some cases, forward-looking
statements  can  be  identified by the use of terminology such as "may," "will,"
"expects,"  "plans,"  "anticipates,"  "estimates," "potential" or "continue," or
the  negative  thereof  or  other  comparable  terminology. Although the Company
believes  that  the expectations reflected in its forward-looking statements are
reasonable,  it  can  give  no  assurance  that  such expectations or any of its
forward-looking  statements  will  prove to be correct, and actual results could
differ   materially   from   those   projected   or  assumed  in  the  Company's
forward-looking  statements.  Forward-looking statements are subject to inherent
risks and uncertainties, some of which are summarized in this section and in the
Company's  Form  10-K  for  the  year  ended  December  28,  1999.

          The  Company's  success  depends  on its ability to attract and retain
members  at  its  clubs  and  maintain or increase usage of its facilities.  The
Company  has  experienced  varying levels of membership enrollment and attrition
rates  and, in certain areas, decreased levels of usage of its facilities during
its  operating  history.  Although  management  devotes  substantial  efforts to
ensuring  that  members  and guests are satisfied, many of the factors affecting
club  membership  and facility usage are beyond the Company's control, including
weather  conditions, general economic conditions, changes in demand for golf and
private  club  services  and  changes  in the federal tax laws.  There can be no
assurance  that  the  Company will be able to maintain or increase membership or
facility  usage.  Significant  periods  where  attrition rates exceed enrollment
rates,  or  where  facilities'  usage  is  below  historical levels would have a
material  adverse  effect  on  the  Company's  business,  operating results, and
financial  condition.  Other  factors  that  may  affect the Company's operating
results include, but are not limited to, the actions of our competitors, changes
in  labor  costs,  the  timing  and success of acquisitions and dispositions and
changes  in  law.

                                       12

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

     The  Company  is  exposed  to  interest  rate  changes and foreign currency
fluctuations.  The  Company's interest rate exposure is principally attributable
to  the  Company's  combined  $650.0  million  senior  credit  facility in which
interest  is  typically determined using a LIBOR-based pricing matrix as defined
in  the  agreement  and  was  comprised  of  a  $350.0  million revolving credit
facility, the Facility A Term Loan and the Facility B Term Loan ($198.1 million,
including  letters of credit of $11.3 million, $98.1 million and $199.5 million,
respectively,  outstanding  on  April  25,  2000).  The  Company  uses financial
instruments,  principally  swaps, to manage its interest rate exposure primarily
from  borrowings  under  its $650.0 million senior credit facility.  The Company
has no material changes to these disclosures made in the report on Form 10-K for
the  fiscal  year  ended  December  28,  1999  regarding  the  use  of financial
instruments.

                                       13

PART II.  OTHER INFORMATION

<TABLE>
<CAPTION>

<S>      <C>
Item 6.  Exhibits and Reports on Form 8-K
         (a)  Exhibits
              10.1 - 2000 ClubCorp Comprehensive Compensation Plan
              15.1 - Letter from KPMG LLP regarding unaudited interim financial statements
              24.1 - Power of Attorney
              27.1 - Financial Data Schedule
         (b)  Reports on Form 8-K
              Not applicable
</TABLE>

                                       14

                                   SIGNATURES


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

                                          ClubCorp, Inc.


Date:  May 4, 2000                        By:  /s/Charles A. Little
       ---------------                         -------------------------
                                               Charles A. Little
                                               Senior Vice President and
                                               Chief Accounting Officer

                                       15