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 September 3, 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
September  3,  1997  was  85,218,416.



<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 October 16, 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  September  3,  1997  and
September  30,  1996 and the related consolidated statements of operations for
the  twelve  weeks  and thirty six weeks ended September 3, 1997 and the three
months  and  nine months ended September 30, 1996 and stockholders' equity and
cash  flows  for  the thirty six weeks and nine months ended September 3, 1997
and  September 30, 1996, respectively. These consolidated financial statements
are  the  responsibility  of  the  Company's  management.

We  conducted  our  review  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
October  10,  1997,  except  as  to  the  eighth  and  ninth
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)


                                                                 SEPTEMBER 3,    December 31,    September 30,
Assets                                                               1997            1996            1996
------                                                          --------------  --------------  ---------------
<S>                                                             <C>             <C>             <C>
Current assets:
     Cash and cash equivalents                                  $     112,432   $      74,454   $       68,234
     Membership and other receivables, net                             74,241          73,139           66,194
     Inventories                                                       15,365          13,886           13,908
     Other assets                                                      14,980          14,501           15,931
                                                                --------------  --------------  ---------------
             Total current assets                                     217,018         175,980          164,267

Property and equipment, net                                           665,391         663,387          650,815
Other assets                                                          119,602         125,161          132,309
Financial services assets                                                   -         589,482          590,567
                                                                --------------  --------------  ---------------
                                                                $   1,002,011   $   1,554,010   $    1,537,958
                                                                ==============  ==============  ===============

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

Current liabilities:
     Accounts payable and accrued liabilities                   $      44,930   $      54,933   $       45,825
     Long-term debt - current portion                                  71,376         120,694          112,200
     Other liabilities                                                 60,989          44,371           49,063
                                                                --------------  --------------  ---------------
             Total current liabilities                                177,295         219,998          207,088

Long-term debt                                                        195,203         223,223          235,914
Other liabilities                                                      93,428          82,425           81,817
Membership deposits                                                    89,917          84,088           82,195
Financial services liabilities                                              -         549,246          552,024

Redemption value of common stock held by benefit plan                  49,878          43,233           39,930

Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
   authorized, 90,219,408 issued, 85,218,416 outstanding
   at September 3, 1997, 85,393,241 at December 31, 1996
   and 85,476,674 outstanding at September 30, 1996                       902             902              902
Additional paid-in capital                                             10,593          10,380           10,380
Foreign currency translation adjustment                                    48             (54)              (9)
Unrealized losses on investments in debt and equity securities              -             (46)            (143)
Retained earnings                                                     473,918         420,948          403,919
Treasury stock                                                        (39,293)        (37,100)         (36,129)
Redemption value of common stock held by benefit plan                 (49,878)        (43,233)         (39,930)
                                                                --------------  --------------  ---------------
             Total stockholders' equity                               396,290         351,797          338,990
                                                                --------------  --------------  ---------------
                                                                $   1,002,011   $   1,554,010   $    1,537,958
                                                                ==============  ==============  ===============
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  OPERATIONS
Twelve  and  Thirty  Six  Weeks  Ended  September  3,  1997
and  Three  and  Nine  Months  Ended  September  30,  1996
(Dollars  in  thousands,  except  per  share  amounts)
(Unaudited)



                                                            12 WEEKS        3 Months         36 WEEKS        9 Months
                                                             ENDED            Ended           ENDED            Ended
                                                          SEPTEMBER 3,    September 30,    SEPTEMBER 3,    September 30,
                                                              1997            1996             1997            1996
                                                         --------------  ---------------  --------------  ---------------
<S>                                                      <C>             <C>              <C>             <C>
Operating revenues                                       $     193,695   $      182,895   $     554,585   $      528,193
Operating costs and expenses                                   162,971          155,174         466,091          447,870
Selling, general and administrative expenses                    15,597           14,495          45,406           43,768
                                                         --------------  ---------------  --------------  ---------------

Income from operations                                          15,127           13,226          43,088           36,555

Gain (loss) on divestitures                                     (5,854)            (586)          5,932           (2,937)
Interest and investment income                                   2,875            3,750           6,546            9,011
Interest expense                                                (7,129)          (8,145)        (23,335)         (23,785)
Other expense                                                      (90)          (2,809)            (90)          (3,157)
                                                         --------------  ---------------  --------------  ---------------

Income from continuing operations before income
 tax provision and minority interest                             4,929            5,436          32,141           15,687

Income tax provision                                            (1,459)            (736)         (4,282)          (2,263)

Minority interest                                                  (92)             256             (35)             440
                                                         --------------  ---------------  --------------  ---------------

Income from continuing operations                                3,378            4,956          27,824           13,864

Discontinued operations:
Loss from discontinued operations of financial
 services segment, net of income tax provision
 of $738 for the three months and $723 for the
 nine months ended September 30, 1996                                -           (1,681)              -             (137)
Gain (loss) on disposal of financial services segment,
 net of income tax (provision) benefit of ($15,221)
 for the thirty six weeks ended  September 3, 1997
 and ($196) for the three months ended and $8,435
 for the nine months ended September 30, 1996                        -              306          25,146          (13,096)
                                                         --------------  ---------------  --------------  ---------------
                                                                     -           (1,375)         25,146          (13,233)
                                                         --------------  ---------------  --------------  ---------------

Net income                                               $       3,378   $        3,581   $      52,970   $          631
                                                         ==============  ===============  ==============  ===============

Earnings per share:
   Income from continuing operations                     $        0.04   $         0.06   $        0.33   $         0.16
   Discontinued operations                                           -            (0.02)           0.29            (0.15)
                                                         --------------  ---------------  --------------  ---------------
   Net income                                            $        0.04   $         0.04   $        0.62   $         0.01
                                                         ==============  ===============  ==============  ===============
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
Thirty  Six  Weeks  Ended  September  3,  1997  and
Nine  Months  Ended  September  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 income                                            -          -             -        -            -             -
Purchase of treasury stock                            -    325,053      (325,053)       -            -             -
Reissuance of treasury stock                          -    (24,258)       24,258        -           71             -
Stock issued in connection with bonus plans           -   (110,437)      110,437        -          234             -
Foreign currency translation adjustment               -          -             -        -            -            42
Change in unrealized gains and losses                 -          -             -        -            -             -
Change in redemption value                            -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
Balances at September 30, 1996               90,219,408  4,742,734    85,476,674   $  902  $    10,380  $         (9)
                                             ==========  ==========  ============  ======  ===========  =============

Balances at December 31, 1996, as restated   90,219,408  4,826,167    85,393,241   $  902  $    10,380  $        (54)
NET INCOME                                            -          -             -        -            -             -
PURCHASE OF TREASURY STOCK                            -    229,498      (229,498)       -            -             -
STOCK ISSUED IN CONNECTION WITH BONUS PLANS           -    (54,673)       54,673        -          213             -
FOREIGN CURRENCY TRANSLATION ADJUSTMENT               -          -             -        -            -           102
CHANGE IN UNREALIZED GAINS AND LOSSES                 -          -             -        -            -             -
CHANGE IN REDEMPTION VALUE                            -          -             -        -            -             -
                                             ----------  ----------  ------------  ------  -----------  -------------
BALANCES AT SEPTEMBER 3, 1997                90,219,408  5,000,992    85,218,416   $  902  $    10,593  $         48
                                             ==========  ==========  ============  ======  ===========  =============


                                                 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 income                                                    -         631          -               -              631
Purchase of treasury stock                                    -           -     (3,385)              -           (3,385)
Reissuance of treasury stock                                  -           -        183               -              254
Stock issued in connection with bonus plans                   -           -        816               -            1,050
Foreign currency translation adjustment                       -           -          -               -               42
Change in unrealized gains and losses                    11,669           -          -               -           11,669
Change in redemption value                                    -           -          -          (4,516)          (4,516)
                                             -------------------  ---------  ----------  --------------  ---------------
Balances at September 30, 1996               $             (143)  $ 403,919  $ (36,129)  $     (39,930)  $      338,990
                                             ===================  =========  ==========  ==============  ===============

Balances at December 31, 1996, as restated   $              (46)  $ 420,948  $ (37,100)  $     (43,233)  $      351,797
NET INCOME                                                    -      52,970          -               -           52,970
PURCHASE OF TREASURY STOCK                                    -           -     (2,617)              -           (2,617)
STOCK ISSUED IN CONNECTION WITH BONUS PLANS                   -           -        424               -              637
FOREIGN CURRENCY TRANSLATION ADJUSTMENT                       -           -          -               -              102
CHANGE IN UNREALIZED GAINS AND LOSSES                        46           -          -               -               46
CHANGE IN REDEMPTION VALUE                                    -           -          -          (6,645)          (6,645)
                                             -------------------  ---------  ----------  --------------  ---------------
BALANCES AT SEPTEMBER 3, 1997                $                -   $ 473,918  $ (39,293)  $     (49,878)  $      396,290
                                             ===================  =========  ==========  ==============  ===============
</TABLE>

See  accompanying  condensed  notes  to  consolidated  financial  statements.

<TABLE>
<CAPTION>

CLUB  CORPORATION  INTERNATIONAL
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
Thirty  Six  Weeks  Ended  September  3,  1997  and
Nine  Months  Ended  September  30,  1996
(Dollars  in  thousands)
(Unaudited)


                                                                          SEPTEMBER 3,    September 30,
                                                                              1997            1996
                                                                         --------------  ---------------
<S>                                                                      <C>             <C>
Cash flows from operations:
   Net income                                                            $      52,970   $          631
   Adjustments to reconcile net income to cash flows
     provided from operations:
         Depreciation and amortization                                          33,183           33,611
         Loss (gain) on divestitures                                            (5,932)           2,937
         Minority interest in net income (losses) of subsidiary                     35             (440)
         Gain on disposal of financial services segment                        (25,146)               -
         Equity in earnings in partnerships and joint ventures                  (3,563)          (1,047)
         Amortization of discount on membership deposits                         4,280            3,727
         Decrease in real estate held for sale                                   6,938            8,029
         Increase in membership and other receivables                           (1,253)            (832)
         Decrease in accounts payable and accrued liabilities                   (9,524)          (1,797)
         Increase in deferred membership dues                                    3,532            1,322
         Other                                                                  13,584            3,274
         Net change in operating assets of discontinued operations                   -           13,326
                                                                         --------------  ---------------
               Cash flows provided from operations                              69,104           62,741

Cash flows from investing activities:
   Additions to property and equipment                                         (41,093)         (32,276)
   Development of new facilities                                                (4,390)          (2,556)
   Development of real estate ventures                                          (5,011)         (11,893)
   Acquisition of facilities                                                    (2,960)         (38,303)
   Proceeds from disposition of assets and subsidiaries, net                    13,074                -
   Proceeds from disposal of financial services segment                         89,968                -
   Other                                                                         6,625            6,620
   Investing activities of discontinued operations                                   -          298,719
                                                                         --------------  ---------------
               Cash flows provided from investing activities                    56,213          220,311

Cash flows from financing activities:
   Borrowings of long-term debt                                                 11,902           54,806
   Repayments of long-term debt                                                (81,838)         (23,548)
   Membership deposits received, net                                               867              (43)
   Treasury stock transactions, net                                             (2,617)          (3,131)
   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                                   -         (327,378)
                                                                         --------------  ---------------
               Cash flows used by financing activities                         (87,339)        (299,294)
                                                                         --------------  ---------------

Total net cash flows                                                            37,978          (16,242)
Net cash flows from discontinued operations                                          -          (28,566)
                                                                         --------------  ---------------
Net cash flows from continuing operations                                $      37,978   $       12,324
                                                                         ==============  ===============
</TABLE>

See  accompanying  condensed  notes  to consolidated financial statements.

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  September 3, 1997 and
September  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 third quarter of 1997 includes the
twelve  and  thirty  six weeks ended September 3, whereas the third quarter of
1996  includes  the  three and nine months ended September 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  September  4,  1996  and  September  30, 1996 recorded in the consolidated
financial  statements. The accounts of Franklin are included from December 31,
1995  to  September  30,  1996.

Earnings  per  share
--------------------
Earnings  per  share  is  computed using the weighted average number of shares
outstanding of 85,222,588 and 85,538,585 for the twelve weeks and three months
ended,  and 85,341,186 and 85,651,928 for the thirty six weeks and nine months
ended  September  3,  1997  and  September  30,  1996,  respectively.

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    36 WEEKS       3 Months    9 Months
                               --------------------       --------------------
                                       ENDED                     Ended
                               SEPTEMBER  3,  1997        September  30,  1996
                               --------------------       --------------------
<S>                            <C>          <C>           <C>          <C>
Income from operations         $6,913       $20,916       $6,442       $18,724

Income from continuing
  operations before income
  taxes and minority interest   5,466        14,662        4,020         8,138

Income from continuing
  operations                    4,405        11,954        3,517         6,946

Net income                     $4,405       $11,954       $3,517       $ 6,946
                               ======       =======       ======       =======

Earnings per share:
  Income from continuing
    operations                 $ 0.05       $  0.04       $ 0.14       $  0.08
  Net income                   $ 0.05       $  0.04       $ 0.14       $  0.08
                               ======       =======       ======       =======
</TABLE>

This  change  also  resulted  in  a  decrease  in the liability for membership
deposits  of $310,895,000 and $296,714,000 and $290,506,000 and an increase in
retained  earnings  of  $250,917,000,  $238,963,000  and  $233,400,000  as  of
September 3, 1997, December 31, 1996 and September 30, 1996, respectively.  In
addition,  retained  earnings  as of December 31, 1995 increased $226,454,000.

Recent  accounting  pronouncements
----------------------------------
In  February  1997,  the  Financial  Accounting  Standards Board (FASB) 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.

In  June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise  and  Related  Information".  SFAS  131  establishes  standards for
reporting information about operating segments in interim and annual financial
statements.  It  also  establishes  standards  for  related  disclosures about
products  and  services,  geographic  areas,  and major customers. SFAS 131 is
effective  for  financial  statements for periods beginning after December 15,
1997.

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  September  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  thirty  six  weeks  ended  September  3,  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.  LONG-TERM  DEBT
-------------------------
At  September  3,  1997  and  subsequently,  certain  subsidiaries were not in
compliance  with  outstanding  loan  agreements  relating  to  long-term  debt
totaling  $9,220,000.    The  noncompliance  relates  both  to financial ratio
covenants and to nonpayment of amounts due under the terms of such agreements.


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  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  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, ClubCorp also 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"  shall  include  ClubCorp's  various
subsidiaries.    However,  each of ClubCorp and its subsidiaries is careful to
maintain  its  separate legal existence, and general references to the Company
should  not be interpreted in any way to reduce the legal distinctions between
the  subsidiaries  or  between  ClubCorp  and  its  subsidiaries.

     The following discussion of the Company's financial condition and results
of operations for the 12 and 36 weeks ended September 3, 1997 and September 4,
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 SEPTEMBER 3, 1997 COMPARED TO 12 WEEKS ENDED SEPTEMBER 4, 1996

     Operating  revenues  increased by 5.9% to $193.7 million for the 12 weeks
ended  September  3, 1997 from $182.9 million for the 12 weeks ended September
4,  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 $154.2 million to $169.3
million  for  the  12  weeks  ended  September  3,  1997, an increase of 9.8%.

     Operating  revenues  from  mature  private club properties increased from
$111.6  million for the 12 weeks ended September 4, 1996 to $120.0 million for
the  same  period  in  1997, or 7.5%.  Membership dues at mature private clubs
increased  5.0%  from  $56.2  million  in 1996 to $59.0 million in 1997 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  8.0% to $58.1 million for the 12
weeks  ended September 3, 1997 from $53.8 million for the same period in 1996.

     Operating  revenues  from  golf clubs (i.e., those clubs which offer both
private  and  public play) grew 12.5% from $5.6 million for the 12 weeks ended
September  4,  1996  to  $6.3 million for the 12 weeks ended September 3, 1997
resulting  primarily  from acquisitions in 1996 and volume increases at mature
properties.    Operating  revenues  from  mature  golf clubs increased to $5.3
million  in 1997 from $4.8 million for the 12 weeks ended September 4, 1996 or
10.4%,  reflecting  an  increase  of  8.0%  in  rounds played combined with an
increase  of  2.6%  in  revenue  per  round.

     Operating  revenues  from  public  fee  courses  (i.e., those clubs which
exclusively  offer public play) increased by 22.2% to $11.0 million for the 12
weeks  ended  September  3,  1997  from  $9.0  million  for the 12 weeks ended
September  4, 1996 due primarily to a 1996 acquisition and volume increases at
mature  properties.    Mature  public fee operating revenues increased to $8.8
million  from  $7.6 million in 1996 or 15.8%, reflecting an increase in rounds
played  of  18.9%  offset  by  a  2.3%  decrease  in  revenue  per  round.

     Direct  operating  costs  increased  5.0%  to $163.0 million in 1997 from
$155.2 million for the 12 weeks ended September 4, 1996 principally reflecting
increased  variable  costs  at  mature  properties.  Direct operating costs at
mature properties increased to $136.7 million for the 12 weeks ended September
3,  1997  from  $124.8  million  for  the  same period in 1996, or 9.5% due to
increased  variable  costs.
     Selling,  general  and  administrative  expenses  represent primarily the
costs  of  executive  management  and  various  support  services  provided to
properties  from  corporate and regional personnel and certain holding company
expenses.    These  costs  increased from $14.5 million for the 12 weeks ended
September  4,  1996 to $15.6 million for the 12 weeks ended September 3, 1997,
or  7.6%  due  to  higher levels of international new business and development
costs.

     Gain  (loss)  on  divestitures  of  $(5.9) million for the 12 weeks ended
September  3,  1997 primarily represents a loss on the sale of a resort during
the  third  quarter.

     Interest  expense  decreased  from  $8.1  million  for the 12 weeks ended
September 4, 1996 to $7.1 million for the 12 weeks ended September 3, 1997, or
14.1%,  primarily  due  to  the repayment of external bridge financing of Club
Corporation of America.   Interest expense at mature properties increased only
$0.2  million  or  3.4%  from  $5.9 million in 1996 to $6.1 million for the 12
weeks  ended  September  3,  1997.

     Other expense of $2.9 million for the 12 weeks ended September 4, 1996 is
primarily  due  to an accrual for pending litigation in the ordinary course of
business.


36  WEEKS ENDED SEPTEMBER 3, 1997 COMPARED TO 36 WEEKS ENDED SEPTEMBER 4, 1996

     Operating  revenues  increased  5.0%  to  $554.6 million for the 36 weeks
ended  September  3, 1997 from $528.2 million for the 36 weeks ended September
4,  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 $458.1 million to $486.2
million  for  the  36  weeks  ended  September  3,  1997, an increase of 6.1%.

     Operating  revenues  from  mature  private club properties increased 4.4%
from $331.5 million in 1996 to $346.1 million for the 36 weeks ended September
3,  1997.    Membership  dues at mature private clubs increased 4.3% to $173.0
million  for  the 36 weeks ended September 3, 1997 from $165.8 million for the
36  weeks  ended  September  4,  1996, due to inflationary price increases and
slightly  improved  membership  trends.  Membership enrollment at mature clubs
for  the  36  weeks  ended  September  3, 1997 was 19.0%, which is higher than
attrition  rates  of  18.0%  during  the  same  period resulting in a 1.0% net
enrollment  rate.    For  the 36 weeks ended September 4, 1996, enrollment was
equal  to  attrition  at  17.5%.    Usage  revenues  for  mature  private club
properties  (i.e.,  food  and  beverage,  golf, lodging, and other recreation)
increased 3.9% to $167.8 million for the 36 weeks ended September 3, 1997 from
$161.5  million  for  the  same  period  in  1996.

     Operating  revenues from golf clubs grew 22.1% from $18.1 million in 1996
to  $22.1  million  in  1997 resulting primarily from acquisitions in 1996 and
increases  at  mature  properties.   Operating revenues from mature golf clubs
increased  9.0% to $17.0 million for the 36 weeks ended September 3, 1997 from
$15.6  million  for the same period in 1996, reflecting an increase of 3.3% in
rounds  played  combined  with  an  increase  of  5.7%  in  revenue per round.

     Operating  revenues  from  public  fee  courses  (i.e., those clubs which
exclusively  offer  public  play)  increased to $24.1 million for the 12 weeks
ended September 3, 1997 from $21.7 million for the 12 weeks ended September 4,
1996  or  11.1%  due  primarily  to a 1996 acquisition and volume increases at
mature  properties.    Mature public fee operating revenues increased to $20.0
million  from $17.9 million for the 36 weeks ended September 4, 1996 or 11.7%,
reflecting  an increase in rounds played of 13.8% offset by a 2.3% decrease in
revenue  per  round.

     Resort  operating revenues increased 10.1% from $102.5 million for the 36
weeks  ended  September  4,  1996  to  $112.9  million  in  1997 due to volume
increases  at  mature  properties  and a 1996 acquisition.  Operating revenues
from  mature  resorts  increased  from  $93.2  million  for the 36 weeks ended
September  4, 1996 to $103.1 million for the 36 weeks ended September 3, 1997,
an  increase  of  10.6%,  reflecting an increase of 11.4% in the average daily
revenue  per  available  room,  an increase of 3.7% in occupancy rates, and an
increase  of  5.1%  in  the  average  daily  room  rate  per  occupied  room.

     Realty  operating  revenues decreased from $16.7 million in 1996 to $12.9
million  in  1997,  or  22.8%, primarily due to decreased real estate sales of
land  held  for  resale  in  Ohio  and  South  Carolina.

     International  operating  revenues increased to $6.7 million in 1997 from
$1.6  million  in  1996  due  primarily to equity in earnings from a city club
joint  venture  in  Singapore  and  a  1996  and  a  1997  acquisition.

     Direct  operating costs increased 4.1% to $466.1 million for the 36 weeks
ended  September  3, 1997 from $447.9 million for the 36 weeks ended September
4,  1996  principally reflecting increased costs at mature properties.  Direct
operating  costs  at  mature properties increased to $399.0 million for the 36
weeks  ended September 3, 1997 from $379.0 million for the same period in 1996
or  5.3%.  The increase in direct operating costs for mature properties is due
primarily  to volume increases, inflationary payroll cost increases, increased
health  insurance premiums, an impairment loss on assets to be disposed of 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  are  not  material  as  of  September  3,  1997.

     The  Company  has  committed  to provide updated technology to all of its
properties over the next two years.  This technology will include installation
of  point-of-sale  hardware and software, replacement of computer hardware and
software  to provide network capabilities, and the purchase of electronic time
clocks  which  will  interface with accounting software.  Executive management
has  pledged  to  allocate  the  necessary  resources  to  develop  additional
technology  applications  and  tools that will allow the properties to operate
more  effectively  and  efficiently.   Completion of the technology rollout is
expected  to  require  approximately  $25.0  to  $30.0  million  in  capital
expenditures  to  be funded through a capital lease with a bank over a four to
five  year  period.

     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 September
3,  1997.   At September 3, 1997, certain subsidiaries of the Company were not
in  compliance  with  outstanding  loan  agreements relating to long-term debt
totaling  $9.2  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 September 3, 1997,
cash  balances  of  $10.2  million  were  not  available  for  dividends  by
subsidiaries  due  to  those  restrictions.

     At September 3, 1997, the Company's subsidiaries maintained $14.0 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 September 3, 1997, the value
of the Redemption Right was $49.9 million.  The most recent appraised price of
the Common Stock is $13.27 as of September 3, 1997. The aggregate market value
of  the  Common  Stock at September 3, 1997, based on such appraised value, is
$1,130.8  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  36  weeks  ended  September  3, 1997 was 19.0%, which is higher than
attrition  rates of 18.0% during the same period.  Attrition was primarily due
to  a  decrease  of  members at city clubs and athletic 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 36 weeks
ended September 3, 1997, the Company's operating revenues increased 5.0% while
operating  costs  and  expenses  increased  4.1%.

     As  of  October  15,  1997,  the  Company  was  in  the  final  stages of
negotiations  to  build  three  properties. The Company is considering several
ownership  structures  for  the  properties  to  be  built  including  lease
arrangements  and  partial  ownership (including joint venture interests). The
consummation  of  the  construction of these properties is expected to require
approximately  $64.0  million  in capital expenditures, to be funded primarily
with  cash  flows  from  operations  and  external  bridge  financing  of Club
Corporation  of  America.    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.  As of September 3, 1997, $5.2 million
was  outstanding  under  this  financing  arrangement  representing  primarily
letters  of  credit  and  loan  guarantees.    The  eventual  outcome  of  the
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.  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  Fifth  Amendment to ClubCorp Stock Investment
                       Plan
               10.2* - 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  did  not  file any reports on Form 8-K during the
               quarterly  period  ended  September  3,  1997.

_______________________
*          Filed  as  an  exhibit  to Form 10-Q for the quarterly period ended
September  3,  1997  on  October  16,  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)