SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

[X]  -  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the quarterly period ended September 30, 1997

                                       or

[  ] -  Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

Commission File Number:  0-21089

                             GOLDEN BEAR GOLF, INC.
--------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          FLORIDA                                     65-0680880
-------------------------------         ---------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)

11780 U.S. HIGHWAY ONE, NORTH PALM BEACH,  FLORIDA                33408
---------------------------------------------------           --------------
     (Address of principal executive offices)                   (Zip Code)

                                 (561) 626-3900
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
  ----------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 Registrant had outstanding 2,744,962 shares of Class A Common Stock (par
value $.01 per share) and 2,760,000 shares of Class B Common Stock (par value
$.01 per share) as of November 7, 1997.

<PAGE>
<TABLE>
<CAPTION>

                             GOLDEN BEAR GOLF, INC.

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q

                                                                                           PAGE
                                                                                           ----
PART I  -  FINANCIAL  INFORMATION

<S>                                                                                        <C>
Item 1.    Financial Statements

           Consolidated Condensed Balance Sheets as of
              September 30, 1997 (Unaudited) and December 31, 1996........................   3

           Consolidated Condensed Statements of Operations (Unaudited) for the
              Three Months and Nine Months Ended September 30, 1997 and 1996..............   4

           Consolidated Condensed Statements of Cash Flows (Unaudited)
              for the Nine Months Ended September 30, 1997 and 1996.......................   5

           Notes to Consolidated Condensed Financial Statements (Unaudited)...............   7

Item 2.    Management's Discussion and Analysis of
              Financial Condition and Results of Operations...............................   14

PART II -  OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K...............................................   19

Signatures  ..............................................................................   20
</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                             GOLDEN BEAR GOLF, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                      SEPTEMBER 30,      DECEMBER 31,
                                                                           1997              1996
                                                                      -------------      ------------
                                                                       (UNAUDITED)
<S>                                                                   <C>                <C>
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                           $  1,606,416       $ 16,477,420
  Accounts receivable, net                                               8,671,472          5,352,224
  Due from International                                                   261,582            843,235
  Costs and estimated earnings in excess of billings on
     uncompleted contracts                                               6,565,986          3,341,500
  Inventory                                                              2,728,710          1,953,857
  Prepaid expenses and other current assets                              1,124,663            221,800
                                                                      ------------       ------------
         Total current assets                                           20,958,829         28,190,036

PROPERTY AND EQUIPMENT, net                                             28,512,250         18,347,927

INTANGIBLES AND OTHER ASSETS                                             8,668,319          4,868,919
                                                                      ------------       ------------
         Total assets                                                 $ 58,139,398       $ 51,406,882
                                                                      ============       ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                    $  3,020,200       $  3,542,187
  Accrued liabilities                                                    2,996,648          1,871,915
  Billings in excess of costs and estimated earnings on
     uncompleted contracts                                                 525,772            419,705
  Deferred revenue                                                       1,534,543            449,515
  Current portion of notes payable and capital leases                    1,069,033          1,313,383
                                                                      ------------       ------------
         Total current liabilities                                       9,146,196          7,596,705
                                                                      ------------       ------------

NOTES PAYABLE AND CAPITAL LEASES, net of current portion                11,969,020          5,556,667
                                                                      ------------       ------------
SHAREHOLDERS' EQUITY:
  Preferred stock, $.01 par value, 20,000,000 shares authorized,
    no shares issued and outstanding                                          --                 --
  Common stock-
    Class A, $.01 par value, 70,000,000 shares authorized,
      2,744,962 and 2,744,812 shares issued and
      outstanding at September 30, 1997
      and December 31, 1996, respectively                                   27,450             27,448
    Class B, $.01 par value, 10,000,000 shares authorized,
      2,760,000 shares issued and outstanding                               27,600             27,600
  Additional paid-in capital                                            40,856,943         40,850,358
  Retained earnings (deficit)                                           (3,887,811)        (2,651,896)
                                                                      ------------       ------------
         Total shareholders' equity                                     37,024,182         38,253,510
                                                                      ------------       ------------

         Total liabilities and shareholders' equity                   $ 58,139,398       $ 51,406,882
                                                                      ============       ============
</TABLE>

   The accompanying notes are an integral part of these unaudited statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>
                             GOLDEN BEAR GOLF, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

                                       FOR THE THREE MONTHS ENDED       FOR THE NINE MONTHS ENDED
                                             SEPTEMBER 30,                   SEPTEMBER 30,
                                      ----------------------------    ----------------------------
REVENUES:                                 1997            1996            1997            1996
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
  Golf Division-
    Golf centers and other revenues   $  5,363,643    $  1,502,462    $ 13,917,060    $  2,250,511
    Related party commissions              288,675         258,985       1,041,652         946,651
                                      ------------    ------------    ------------    ------------
      Total golf division                5,652,318       1,761,447      14,958,712       3,197,162
                                      ------------    ------------    ------------    ------------

  Construction Division                  9,722,403       6,482,256      23,922,613      13,654,879
                                      ------------    ------------    ------------    ------------
  Marketing Division-
    Golf instruction revenues              915,756         578,562       3,558,916       2,721,719
    Licensing and other revenues         1,111,918         688,592       3,054,268       1,927,445
    Income from operations of JNAI         130,030         189,901         874,544         787,897
    Related party management fees          119,780         176,250         402,280         363,750
                                      ------------    ------------    ------------    ------------
      Total marketing division           2,277,484       1,633,305       7,890,008       5,800,811
                                      ------------    ------------    ------------    ------------
      Total revenues                    17,652,205       9,877,008      46,771,333      22,652,852
                                      ------------    ------------    ------------    ------------
OPERATING COSTS AND EXPENSES:
  Construction and shaping costs         7,102,439       5,311,901      20,573,791      11,298,458
  Operating expenses                     7,820,904       3,251,833      22,129,824       7,755,377
  Compensation recorded on sale of
    shares to management                      --              --              --         3,000,000
  General and administrative               983,070       1,083,863       3,603,003       2,745,597
    expenses
  Depreciation and amortization            709,964          46,022       1,689,772         209,808
                                      ------------    ------------    ------------    ------------
      Total operating costs and
        expenses                        16,616,377       9,693,619      47,996,390      25,009,240
                                      ------------    ------------    ------------    ------------
      Income (loss) from operations      1,035,828         183,389      (1,225,057)     (2,356,388)
                                      ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE):
  Interest income                           33,068         194,913         237,906         202,389
  Interest expense                        (289,956)        (48,499)       (711,100)        (93,569)
  Other                                   (180,537)         14,067        (174,028)         25,497
                                      ------------    ------------    ------------    ------------
      Total other income (expense)        (437,425)        160,481        (647,222)        134,317
                                      ------------    ------------    ------------    ------------
      Income (loss) before income
        taxes                              598,403         343,870      (1,872,279)     (2,222,071)

PROVISION (BENEFIT) FOR
  INCOME TAXES                             234,986         187,992        (636,364)        213,368
                                      ------------    ------------    ------------    ------------
      Net income (loss)               $    363,417         155,878    $ (1,235,915)     (2,435,439)
                                      ============                    ============

PRO FORMA INCOME TAX BENEFIT                              (112,715)                       (127,331)
                                                      ------------                    ------------

      Pro forma net income (loss)                     $    268,593                    $ (2,308,108)
                                                      ============                    ============

EARNINGS PER SHARE:
      Net income (loss) per share     $       0.07                    $      (0.22)
                                      ============                    ============
      Pro forma net income
         (loss) per share                             $       0.06                    $      (0.65)
                                                      ============                    ============
Weighted average common and common
  equivalent shares outstanding          5,506,187       4,731,838       5,505,687       3,577,279
                                      ============    ============    ============    ============
</TABLE>

                                       4

   The accompanying notes are an integral part of these unaudited statements.

<PAGE>

<TABLE>
<CAPTION>
                             GOLDEN BEAR GOLF, INC.

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                      FOR THE NINE MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                    -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                   1997             1996
                                                                    -------------   -------------
<S>                                                                 <C>             <C>
  Net loss                                                          $ (1,235,915)   $ (2,435,439)
  Adjustments to reconcile net loss to net cash used in operating
     activities:
     Depreciation and amortization                                     1,689,772         209,808
     Depreciation included in construction and shaping costs              24,963         135,526
     Provision for doubtful accounts receivable                          138,100           7,886
     Compensation recorded on sale of shares to management                  --         3,000,000
     Changes in assets and liabilities:
        Accounts receivable                                           (3,457,348)     (1,695,913)
        Due from International                                           581,653         288,051
        Costs and estimated earnings in excess of billings on
           on uncompleted contracts                                   (3,224,486)       (972,957)
        Inventory                                                       (774,853)       (529,953)
        Prepaid expenses and other current assets                       (902,863)       (245,310)
        Deferred income taxes, net                                      (842,292)           --
        Other assets                                                    (865,034)         18,880
        Accounts payable                                                (521,987)       (135,102)
        Accrued liabilities                                            1,124,733         910,883
        Billings in excess of costs and estimated earnings on
           uncompleted contracts                                         106,067          70,305
        Deferred revenue                                               1,085,028         277,101
                                                                    ------------    ------------
         Net cash used in operating activities                        (7,074,462)     (1,096,234)
                                                                    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of golf centers                                         (1,515,236)    (12,834,625)
  Capital expenditures, net                                           (6,528,837)     (1,077,646)
                                                                    ------------    ------------
         Net cash used in investing activities                        (8,044,073)    (13,912,271)
                                                                    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from initial public offering, net                                --        35,262,245
  Proceeds from sale of common stock                                        --         1,500,000
  Proceeds from exercise of stock options                                 50,400          80,400
  Proceeds from note payable - shareholder                                  --         1,625,000
  Repayment of note payable - shareholder                                   --        (1,625,000)
  Proceeds from note payable                                                --         1,800,000
  Payments on notes payable and capital leases                          (944,961)       (146,304)
  Proceeds from revolving credit facilities, net                       1,185,905        (150,000)
  Transfers to International                                                --          (225,838)
  Other                                                                  (43,813)           --
                                                                    ------------    ------------
         Net cash provided by financing activities                       247,531      38,120,503
                                                                    ------------    ------------
         Net (decrease) increase in cash and cash equivalents        (14,871,004)     23,111,998

CASH AND CASH EQUIVALENTS, beginning of period                        16,477,420         347,010
                                                                    ------------    ------------
CASH AND CASH EQUIVALENTS, end of period                            $  1,606,416    $ 23,459,008
                                                                    ============    ============
</TABLE>

   The accompanying notes are an integral part of these unaudited statements.

                                        5

<PAGE>

<TABLE>
<CAPTION>
                             GOLDEN BEAR GOLF, INC.

    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - (CONTINUED)

                                                                    FOR THE NINE MONTHS ENDED
                                                                          SEPTEMBER 30,
                                                                   --------------------------
                                                                      1997           1996
                                                                   ----------      ----------
<S>                                                                <C>             <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING 
AND INVESTING ACTIVITIES:
   Compensation recorded on sale of shares to management           $     --        $3,000,000
   Notes payable issued in connection with the acquisition of
      golf centers                                                 $3,074,000      $1,350,000
   Golf center acquisitions accounted for as capital leases        $     --        $2,465,757
  Acquisitions of equipment and furniture accounted for as
      capital leases                                               $2,022,316      $     --
   Notes payable issued in connection with the acquisition of
      equipment                                                    $  830,743      $     --
</TABLE>

   The accompanying notes are an integral part of these unaudited statements.

                                        6

<PAGE>

                             GOLDEN BEAR GOLF, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited Consolidated Condensed Financial Statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the audited Consolidated
Financial Statements and Notes thereto included in Golden Bear Golf, Inc.'s
("Golden Bear" or the "Company") Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as filed with the Securities and Exchange Commission.

The results of operations and cash flows for the three and nine-month periods
ended September 30, 1997 are not necessarily indicative of the results of
operations or cash flows which may be reported for the remainder of fiscal 1997.

Golden Bear was formed on June 7, 1996 to enter into an exchange agreement which
was consummated on August 1, 1996 upon the closing of an initial public offering
of Golden Bear's Class A Common Stock. Parties to the plan of reorganization
included, among others, Golden Bear's affiliates, Golden Bear Golf Centers, Inc.
("Golf Centers"), Paragon Construction International, Inc. ("Paragon")
(collectively, the "Constituent Companies") and Golden Bear International, Inc.
("International"), a privately owned company controlled by Jack Nicklaus.
Pursuant to the exchange agreement, Golden Bear acquired all of the outstanding
common stock of the Constituent Companies in exchange for an aggregate of
1,668,000 shares of its Class A and Class B Common Stock. In addition, Golden
Bear acquired certain assets and assumed certain liabilities of International
("International Carve-out") in exchange for 1,332,000 shares of Class B Common
Stock. The transaction was accounted for on a historical cost basis in a manner
similar to a pooling of interests as Golden Bear and the Constituent Companies
had common stockholders and management. Therefore, the financial statements of
Golden Bear and the Constituent Companies for all periods prior to the
reorganization are presented in a combined format.

In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform with the financial statement presentation of the
current period.

DEFERRED INCOME TAXES

Included in intangibles and other assets on the accompanying Consolidated
Condensed Balance Sheet as of September 30, 1997 is a net deferred income tax
asset of $842,292, comprised primarily of the unrealized net operating loss
carryforwards generated by the operating loss incurred for the first quarter of
fiscal 1997. Management believes the Company will generate sufficient taxable
income in future periods to absorb such net operating loss carryforwards and it
is more likely than not that the net deferred tax asset as of September 30, 1997
will be realized. Accordingly, no valuation allowance was established against
the net deferred tax asset as of such date. Management's estimates of future
taxable income are subject to revision due to, among other things, the Company's
ability to achieve continued growth, obtain sufficient financing to fund such
growth and successfully integrate the operations of the golf centers acquired
to-date. Such factors are further discussed in Management's Discussion and
Analysis of Financial Condition and Results of Operations.

                                       7

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

PRO FORMA INCOME TAXES

Prior to becoming a C Corporation upon the reorganization of the Company on
August 1, 1996, Golf Centers and Paragon were S Corporations for Federal and
state income tax reporting purposes and International Carve-out was a division
of International, which was also an S Corporation. As S corporations prior to
the reorganization, Golf Centers, Paragon and International have historically
only paid foreign income taxes and have not paid United States Federal and state
income taxes. Accordingly, pro forma income taxes have been reflected in the pro
forma net income (loss) and pro forma net income (loss) per share data presented
in the accompanying Consolidated Condensed Statements of Operations to show the
effects on the Company's operations as if the relevant entities had been C
Corporations during all of the periods presented. The pro forma taxes reflect
consideration of all permanent differences between book and tax income at the
Company's estimated effective tax rate of 39%.

PRO FORMA NET INCOME (LOSS) PER SHARE

Pro forma net income (loss) per share is computed by dividing pro forma net
income (loss) by the weighted average common and dilutive common equivalent
shares outstanding for each period. Common stock equivalents include the
dilutive effect of all outstanding stock options using the treasury stock
method. The calculations used to compute the weighted average common and common
equivalent shares outstanding in the accompanying Consolidated Condensed
Statements of Operations are based upon the following:

<TABLE>
<CAPTION>
                                         FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                               SEPTEMBER 30,                     SEPTEMBER 30,
                                         --------------------------        --------------------------
                                           1997             1996             1997             1996
                                         ---------        ---------        ---------        ---------
<S>                                      <C>              <C>              <C>              <C>
Average common shares outstanding        5,504,962        4,657,675        5,505,279        3,552,558
Average dilutive stock options
   outstanding                               1,225           74,163              408           24,721
                                         ---------        ---------        ---------        ---------

                                         5,506,187        4,731,838        5,505,687        3,577,279
                                         =========        =========        =========        =========
</TABLE>

Effective December 15, 1997, the Company will be required to adopt Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share," which
among other changes, will require that basic earnings per share be computed
without regard to any outstanding common equivalent shares. Basic earnings per
share as computed under SFAS No. 128 would not differ materially from the pro
forma net income (loss) per share amounts presented in the accompanying
Consolidated Condensed Statements of Operations.

2. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted construction and shaping contracts
consist of the following for contracts recognized under the
percentage-of-completion method of accounting:

                                                 SEPTEMBER 30,     DECEMBER 31,
                                                     1997              1996
                                                 -------------     ------------
     Costs incurred on uncompleted contracts     $  42,210,558     $ 23,604,746
     Estimated earnings                              1,447,638        2,446,337
                                                 -------------     ------------
                                                    43,658,196       26,051,083
     Less billings to date                          37,617,982       23,129,288
                                                 -------------     ------------

                                                 $   6,040,214     $  2,921,795
                                                 =============     ============

                                       8

<PAGE>

2. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS - (CONTINUED)

The amounts associated with costs and estimated earnings on uncompleted
construction and shaping costs are included in the accompanying Consolidated
Condensed Balance Sheets under the following captions:

                                               SEPTEMBER 30,        DECEMBER 31,
                                                   1997                 1996
                                               -------------        ------------
Costs and estimated earnings in excess of
  billings on uncompleted contracts             $ 6,565,986         $ 3,341,500

Billings in excess of costs and estimated
  earnings on uncompleted contracts                (525,772)           (419,705)
                                                -----------         -----------
                                                $ 6,040,214         $ 2,921,795
                                                ===========         ===========

3. NOTES PAYABLE AND CAPITAL LEASES

<TABLE>
<CAPTION>
Notes payable and capital leases consist of the following:

                                                             SEPTEMBER 30,     DECEMBER 31,
                                                                  1997             1996
                                                             -------------     ------------
<S>                                                          <C>               <C>
     Note payable to financial institution, due in
       monthly principal installments of $10,000
       plus interest at prime + 3/4%, with
       balloon payment due at maturity in August, 2003        $ 1,660,000      $ 1,760,000

     Notes payable to sellers of golf centers, with
       interest ranging from 0% to prime + 1-1/4%,
       maturing through June, 2004(1)                           3,826,641        1,367,008

     Capital lease obligations secured by certain golf
       center facilities, maturing through April, 2025          2,434,264        2,454,457

     Deferred profit participation obligation, payable
       quarterly, discounted at an effective rate of 9%,
       matures December, 2006                                     398,940          419,097

     Capital lease obligations secured by equipment and
       furniture, maturing through September, 2002(2)           1,885,037               --

     Revolving credit facility with a bank, with interest
       at prime payable quarterly, matures in
       September, 1999(3)                                       2,011,881               --

     Revolving credit note with a bank, with interest at
       8-1/2% payable monthly, repaid in September, 1997(4)            --          825,976

     Notes payable, with principal and interest ranging
       from 8-3/4% to 10-3/4% payable monthly, maturing
       through August, 2000(5)                                    821,290               --

     Secured credit note, with principal and interest at
       9-1/2% payable monthly, matured in July, 1997                   --           43,512
                                                              -----------      -----------
                                                               13,038,053        6,870,050
     Less current portion                                      (1,069,033)      (1,313,383)
                                                              -----------      -----------
                                                              $11,969,020      $ 5,556,667
                                                              ===========      ===========
<FN>
(1) In September 1996, the Company issued non-interest bearing notes payable of
    $600,000 in connection with the purchase of East Coast Facilities. Such
    notes, which had certain defined payment terms and an outstanding principal
    balance of $267,008 at December 31, 1996, were repaid in full at their
    maturity in September 1997. Also in September 1996, the Company issued a
    note payable for $750,000 in connection with its acquisition of Highlander
    Facilities. The note is secured by certain property and equipment of the
    golf center and bears interest at 8% payable monthly, with the entire
    principal due in August 2001.
</FN>
</TABLE>

                                       9

<PAGE>

3. NOTES PAYABLE AND CAPITAL LEASES - (CONTINUED)

(1) In December 1996, the Company issued a note payable for $350,000 in
    connection with the purchase of MacDivott's Golf Center. The note is secured
    by certain property and equipment of the golf center and bears interest at
    prime + 1/2% payable quarterly, with the entire principal due in December
    1999. In August 1997, the Company purchased a mini-golf facility located
    adjacent to MacDivott's Golf Center and issued a promissory note for
    $175,000 in connection with such acquisition. The promissory note is secured
    by certain property and equipment of the mini-golf facility and requires
    quarterly principal payments of $6,250 plus interest at prime + 1%. Based on
    such required quarterly payments, the note will be fully amortized in June
    2004. The outstanding principal balance on the note was $168,750 at
    September 30, 1997. See Note 7.

    In January 1997, the Company incurred certain secured indebtedness
    aggregating approximately $2.1 million in connection with the purchase of
    Oasis Golf Center. In August 1997, the Company repaid a $200,000
    non-interest bearing installment due on such indebtedness and in September
    1997, the Company made another $200,000 payment and modified the terms of
    the remaining obligations. The remaining obligations were consolidated into
    a $1.8 million promissory note requiring monthly payments of principal and
    interest at prime + 1 1/4% calculated on a ten year amortization schedule.
    In addition to such recurring monthly installments, the Company is also
    obligated to make additional annual $50,000 principal payments in September
    of each year through 2002 at which time any remaining outstanding principal
    is payable in a balloon payment. See Note 7.

    In February 1997, the Company issued a note payable for $800,000 in
    connection with the purchase of Caddy-Shack Golf Dome. The note is secured
    by certain property and equipment of the golf center and requires quarterly
    payments of $38,820 representing the amortization of principal and interest
    at 9%. Based on such required quarterly payments, the note will be fully
    amortized in March 2004. The outstanding principal balance on the note was
    $757,891 at September 30, 1997. See Note 7.

(2) During the period May through September of 1997, the Company acquired
    certain construction equipment, office furniture and phone systems equipment
    by entering into financing arrangements that were accounted for as capital
    leases. Such capital lease obligations have terms of up to five years and
    require monthly payments representing principal and interest at rates
    ranging from 9% to 9.6%.

(3) In September 1997, the Company entered into a definitive credit agreement
    with a bank for a $10 million revolving credit facility to be used to
    finance the working capital required to fund the Company's continued growth
    as well as for general corporate purposes. The credit agreement provides for
    a term of two years with an option on the part of the bank for a one year
    extension. Outstanding borrowings, which bear interest at the prime rate
    payable quarterly, are secured by Company assets excluding various golf
    center properties and certain other assets pledged to secure other long-term
    indebtedness. The credit agreement contains customary conditions and
    covenants with respect to the conduct of the Company's business, including
    dividend payment limitations, and requires the maintenance of various
    financial ratios.

(4) In September 1997, the Company repaid outstanding borrowings and terminated
    future availability under a previously existing revolving credit note. The
    borrowings were repaid using proceeds from the new $10 million revolving
    credit facility that the Company entered into in September 1997.

(5) During the period June through August of 1997, the Company financed the
    purchase of certain construction equipment and vehicles by issuing notes
    payable secured by the assets purchased. Such notes payable have terms of up
    to three years and require monthly payments representing principal and
    interest at rates ranging from 8 3/4% to 10 3/4%.

                                       10

<PAGE>

4. ARBITRATION CLAIMS

In August 1995, Paragon brought an arbitration claim against a customer for
breach of contract. Paragon alleges it has properly completed the construction
relating to the renovation of the customer's golf course and is seeking final
payment of retainage and related amounts due, together with additional damages,
totaling approximately $350,000. Simultaneous to this claim of arbitration, the
customer filed a counterclaim of arbitration against Paragon for alleged
construction defects in the renovation of its golf course. Although the customer
recently claimed its damages were in excess of $1.2 million, the initial claim
submitted by the customer in arbitration was for $750,000. The ultimate outcome
of this matter is not determinable at this time; accordingly no provision for
loss regarding this matter had been established at September 30, 1997.

5. OPERATIONS OF JNAI

The apparel licensing activities of the Company in the Far East are conducted
through Jack Nicklaus Apparel International ("JNAI") and its various
partnerships. The Company serves as a 50% general partner and is generally
entitled to receive 50% to 66-2/3% of the cash distributions of the various
partnerships' operations. The Company's investment in JNAI is recorded on the
equity method.

<TABLE>
<CAPTION>
The following is a summary of the operating results of JNAI:

                                  FOR THE THREE MONTHS ENDED     FOR THE NINE MONTHS ENDED
                                          SEPTEMBER 30,                 SEPTEMBER 30,
                                  --------------------------    ---------------------------
                                      1997           1996           1997            1996
                                  -----------    -----------    -----------     -----------
<S>                               <C>             <C>           <C>             <C>
Licensing revenues                $   643,606    $   540,867    $ 2,274,679     $ 2,310,819
Operating expenses                    331,911        137,575        592,826         499,592
Provision (benefit) for income
   losses                              51,635         23,490        (67,235)        235,433
                                  ===========    ===========    ===========     ===========
Net income                        $   260,060    $   379,802    $ 1,749,088     $ 1,575,794
                                  ===========    ===========    ===========     ===========
</TABLE>

6. RELATED PARTY TRANSACTIONS

The amounts included in the accompanying Consolidated Condensed Balance Sheets
under the caption "Due from International" consist of amounts due to the
following:

                                            SEPTEMBER 30,        DECEMBER 31,
                                                1997                  1996
                                            -------------        ------------
Golden Bear Golf, Inc.                        $ 324,050            $ 807,231
Paragon                                            --                 22,329
International Carve-out                         (62,468)              13,675
                                              ---------            ---------
                                              $ 261,582            $ 843,235
                                              =========            =========

The $324,050 balance due Golden Bear Golf, Inc. at September 30, 1997 is
comprised primarily of International's allocable portion of certain costs
associated with maintaining shared office space in Singapore and commissions on
specific design related revenues collected by Nicklaus Design, a division of
International. The balance also includes amounts owed by International in
connection with the reimbursement of certain allocated payroll and other costs
which are paid by the Company.

Pursuant to an office sharing agreement, the Company had subleased its corporate
office facilities from International through July 31, 1997. The rent expense
incurred under such sublease for the first seven months of fiscal 1997 was
$358,755. Effective August 1, 1997, the Company entered into a separate lease
agreement for its corporate office facilities directly with the owner of such
facilities.

                                       11

<PAGE>

6. RELATED PARTY TRANSACTIONS - (CONTINUED)

The Company also has an office staff sharing agreement with International which
provides for the sharing of the services of certain specifically identified
office staff and personnel that can effectively serve the needs of both
organizations. During the first nine months of fiscal 1997, a total of $431,200
attributable to payroll and related costs associated with such shared employees
was allocated to International.

In addition, the Company maintains certain office space in Singapore that is
shared with International. During the nine months ended September 30, 1997, a
total of $224,000 of costs associated with maintaining such facilities was
allocated to International.

International has retained the Company as the exclusive manager and
representative to market the personal endorsement services of Jack Nicklaus,
pursuant to which the Company is generally entitled to approximately 20% - 30%
of the personal endorsement fees received by Mr. Nicklaus. During the nine
months ended September 30, 1997 and 1996, the Company earned revenues for
services provided in this capacity of $402,280 and $363,750, respectively.

Pursuant to a design services marketing agreement, the Company markets golf
course designs worldwide for Nicklaus Design for which it generally receives 10%
of the gross design fees collected by International. During the nine months
ended September 30, 1997 and 1996, the Company earned commissions for such
services of $1,041,652 and $946,651, respectively.

7. ACQUISITIONS

Effective January 1, 1997, the Company entered into a long-term lease agreement
for certain assets and the underlying real property utilized in connection with
the Sunset Golf Center, an existing golf practice and instruction facility
located in Beaverton, Oregon. The lease term is for a period of 20 years and
provides for annual rentals equal to the greater of a minimum base rent or a
percentage rent calculated based on the gross revenues of the project. Under the
terms of the lease agreement, the Company is required to invest at least
$500,000 in improvements to the property prior to the end of the second lease
year.

On January 31, 1997, the Company purchased the Oasis Golf Center, an existing
"dome" type golf practice and instruction facility located in Plymouth,
Michigan, for $3.2 million of which $1.0 million was paid in cash at the closing
and the remainder was evidenced by a $1.0 million secured promissory note and
certain other obligations to pay $1.2 million. The cash portion of the purchase
price was funded from the proceeds of the Company's initial public offering. The
fair value of net assets acquired (substantially all property and equipment) was
approximately $1.8 million, resulting in the recording of goodwill in the amount
of $1.4 million which will be amortized over the 20 year term of the related
ground lease for the underlying property.

On February 28, 1997, the Company purchased Caddy-Shack Golf Dome, an existing
golf practice and instruction facility located in Williamsville, New York, for
approximately $1.1 million of which $300,000 was paid in cash at the closing and
$800,000 was evidenced by certain secured promissory notes. The $300,000 paid at
the closing was funded from the proceeds of the Company's initial public
offering. The fair value of net assets acquired (substantially all property and
equipment) was approximately $500,000, resulting in the recording of goodwill in
the amount of $600,000 which will be amortized over the expected 20 year term
(including renewal options) of the related ground lease for the underlying
property.

On August 12, 1997, the Company purchased a mini-golf facility located adjacent
to the previously acquired MacDivott's Golf Center located in Royal Oak,
Michigan, for $225,000 of which $50,000 was paid in cash at closing and $175,000
was represented by a promissory note. In connection with the acquisition, the
Company entered into a ground lease for the underlying real property for an
initial term of approximately 11 years, with three options to renew for
additional five year terms each.

                                       12

<PAGE>

7. ACQUISITIONS - (CONTINUED)

All of the foregoing acquisitions were accounted for under the purchase method
of accounting. Accordingly, the results of operations of these golf centers are
included in the accompanying Consolidated Condensed Statements of Operations for
all periods starting with their respective acquisition dates. Had these
acquisitions occurred as of January 1, 1997, the Company's summarized unaudited
pro forma results of operations for the nine months ended September 30, 1997
would have been as follows.

     Total revenues                          $47,130,167
     Loss from operations                    $(1,154,853)
     Pro forma net loss                      $(1,205,630)
     Pro forma net loss per share            $     (0.22)

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

The Company operates its business through three divisions: the Golf Division,
the Construction Division and the Marketing Division. The Golf Division owns,
operates and licenses the Company's golf practice and instruction facilities
under the JACK NICKLAUS GOLF CENTER, JACK NICKLAUS ACADEMY OF GOLF and GOLDEN
BEAR GOLF CENTER brand names, is involved in the marketing of golf course design
services on behalf of designers, primarily Nicklaus Design, and provides golf
course management and consulting services throughout the world. The Construction
Division provides technical construction services principally in connection with
the construction and renovation of golf courses. The Marketing Division is
involved primarily in the licensing of NICKLAUS, JACK NICKLAUS and GOLDEN BEAR
branded products throughout the world, the operation of the NICKLAUS/FLICK GOLF
SCHOOLS and the generation of marketing fees related to Jack Nicklaus' personal
endorsements.

The Company was formed on June 7, 1996 to enter into a reorganization agreement
which was consummated on August 1, 1996 upon the closing of an initial public
offering of the Company's Class A Common Stock. Parties to the plan of
reorganization included, among others, the Company's affiliates, Golf Centers,
Paragon and International, a privately owned company controlled by Jack
Nicklaus. Pursuant to the agreement, the Company acquired all of the outstanding
common stock of Golf Centers and Paragon in exchange for shares of its Class A
and Class B Common Stock. In addition, the Company acquired certain assets and
assumed certain liabilities of International in exchange for shares of its Class
B Common Stock. The transaction was accounted for on a historical cost basis in
a manner similar to a pooling of interests as Golden Bear, Golf Centers and
Paragon had common stockholders and management.

Consistent with the Company's strategy to increase its ownership and operation
of golf practice and instruction facilities, the Company has entered into
purchase and lease agreements pursuant to which it has acquired a total of 14
facilities to-date. Many of the existing facilities acquired by the Company
required extensive renovations and the construction of additional features such
as miniature golf and pro shops to upgrade such facilities to the Company's
standards. Delays associated with the completion of the conversion process at
certain acquired golf centers unfavorably impacted the ability of such
facilities to generate revenues commensurate with expense levels and a number of
these golf center facilities are not expected to contribute to the Company's
operating performance through the remainder of the current fiscal year.

Although the Company currently intends to continue it's strategy of increasing
the number of golf center facilities that it owns and operates, the timing of
new centers will depend on many factors, including obtaining sufficient
financing and the successful integration of the operations of the golf centers
which have been acquired. New acquisitions will be deferred as the Company
focuses on completing the remaining renovations at its existing golf centers and
on improving the profitability of such centers. In addition to the acquisition
of existing golf center facilities, the Company is also evaluating the benefits
associated with constructing new facilities rather than acquiring existing
facilities. However, any future additions of golf center facilities will be
subject to obtaining sufficient financing and there is no assurance that the
Company will obtain appropriate financing on favorable terms, or at all.

With respect to its construction activities, the Company has continued to
receive new project awards, bringing total project backlog as of September 30,
1997 to over $100 million.

                                       14

<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 1996

Total revenues for the three months ended September 30, 1997 increased 78.7%
over the comparable period of 1996. All of the Company's operating divisions
contributed to the increase in total revenues, with the Golf, Construction and
Marketing Divisions posting revenue growth of 220.9%, 50.0% and 39.4%,
respectively, for the current quarter.

Golf Division revenues increased to $5.7 million during the third quarter of
fiscal 1997 from $1.8 million for the third quarter of 1996, due to the 14 golf
centers that were owned and operated by the Company during the entire current
quarterly period in contrast to only two such centers that were in operation for
the full three months of the third quarter of the prior year. Although the
Company acquired a total of six golf center facilities during the third quarter
of 1996, the majority of these were acquired in the month of September and
accordingly, such centers did not contribute significantly to revenues during
the prior year period. Revenues of the Construction Division increased to $9.7
million for the current quarterly period from $6.5 million during the comparable
period of last year as the Company continued work on several new large projects
that were awarded during the current year. Marketing Division revenues increased
to $2.3 million during the three months ended September 30, 1997 compared to
$1.6 million for the same quarterly period of 1996 due primarily to revenues
derived from a corporate marketing alliance that the Company recently entered
into with VISA USA, Inc., together with an increase in golf instruction
activities.

Operating income increased to $1.0 million for the three months ended September
30, 1997 compared to $0.2 million for the comparable period of the prior year.
The increase in operating income for the current quarter resulted primarily from
the increase in total revenues and an increase in the gross margin realized by
the Construction Division, offset in part by increased operating expenses.
Operating expenses as a percentage of total revenues increased to 44.3% for the
third quarter of the current year from 32.9% for the comparable quarter of last
year, due primarily to the relative increase in golf centers operations, which
incur higher levels of operating expenses in contrast to that of the Company's
other operations.

General and administrative expenses, which are comprised primarily of personnel
related costs, decreased slightly to $1.0 million for the three months ended
September 30, 1997 from $1.1 million for the three months ended September 30,
1996. Depreciation and amortization increased to $0.7 million during the third
quarter of 1997 from less than $0.1 million for the third quarter of 1996 due to
the sizable increase in property and equipment associated with the acquisition
and conversion of the twelve golf center facilities acquired since the beginning
of the third quarter of 1996.

Interest expense for the third quarter of the current year was approximately
$0.3 million attributable primarily to indebtedness associated with the
Company's acquisition of golf centers and certain construction equipment.
Interest expense for the comparable period of 1996 was not material to the
Company's results of operations. Interest income of $0.2 million for the three
months ended September 30, 1996 was primarily attributable to earnings on the
unexpended proceeds from the Company's initial public offering which had been
invested in short-term commercial paper instruments and repurchase agreements.
Interest income for the comparable quarter of the current year was not material
to the results of operations for such period.

Prior to becoming a C Corporation upon the reorganization of the Company on
August 1, 1996, the various entities that comprised its operations were S
Corporations and therefore not subject to United States Federal and state income
taxes. Prior to the reorganization, such entities generally paid only foreign
income taxes. Accordingly, a pro forma income tax benefit has been included in
the pro forma net income and pro forma net income per share amounts presented
for the three months ended September 30, 1996 to show the effects on the
Company's operations as if the relevant entities had been C Corporations for
both of the three-month periods presented. The pro forma taxes reflect
consideration of all permanent differences between book and tax income at the
Company's estimated effective tax rate of 39%.

                                       15

<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1996

Total revenues for the nine months ended September 30, 1997 increased 106.5%
over the comparable period of 1996. The $24.1 million increase in total revenues
during the current nine-month period was principally the result of an $11.8
million or 367.9% increase in Golf Division revenues, coupled with a $10.3
million or 75.2% increase in Construction Division revenues. The increase in
Golf Division revenues was attributable to the acquisition of 14 golf centers
since April 15, 1996, which contributed to revenues starting with their
respective acquisition dates. In contrast, the Company owned only eight golf
centers as of the end of the third quarter of last year, five of which where
acquired during the month of September 1996. Construction Division revenues
increased during the current nine-month period as the Company commenced work on
several new large projects that were obtained during the current fiscal year.
Marketing Division revenues increased by $2.1 million or 36.0% for the nine
months ended September 30, 1997 compared to the same nine-month period of 1996,
due primarily to an increase in golf instruction activities and other revenues
associated with a new strategic marketing alliance with VISA USA, Inc.

The Company incurred net operating losses of $1.2 million and $2.4 million
during the first nine months of 1997 and 1996, respectively. The operating loss
incurred for the first nine months of 1996 included a one-time, non-cash charge
of $3.0 million representing compensation deemed to have been received by
certain executive officers in connection with their purchase of shares in Golf
Centers prior to the Company's initial public offering. Exclusive of the effects
of the $3.0 million charge, the $1.8 million increase in the net operating loss
incurred during the current nine-month period was primarily attributable to an
increase in operating expenses, which as a percentage of total revenues, were
47.3% and 34.2% for the nine months ended September 30, 1997 and 1996,
respectively. The increase in operating expenses was due primarily to the
relative increase in golf centers operations, which incur higher levels of
operating expenses in contrast to that of the Company's other operations.
Various start-up costs associated with converting and upgrading certain golf
centers to Company standards also contributed to the increase in operating
expenses as well as a one-time severance charge of $0.6 million relating to
personnel changes made in connection with the Company's appointment of new
presidents in both its Golf Centers and Paragon subsidiaries.

The increase in the operating loss incurred during the first nine months of 1997
was also impacted by a decrease in the gross margin realized by the Construction
Division, an increase in the level of spending on general and administrative
expenses, together with an increase in the amounts charged to depreciation and
amortization expense. The decrease in the gross margin realized by the
Construction Division during the current nine-month period was primarily
attributable to costs associated with the completion of specific construction
projects that were contracted for in previous years.

General and administrative expenses, which are comprised primarily of personnel
related costs, increased to $3.6 million for the nine months ended September 30,
1997 from $2.7 million for the nine months ended September 30, 1996. The
increase in general and administrative expenses was attributable to additions of
personnel and planned systems upgrades, together with the increased costs
associated with the expansion of the Company's businesses and operating the
Company as a separate public company.

Charges to depreciation and amortization increased to $1.7 million during the
first nine months of 1997 from $0.2 million for the comparable period of 1996
due to the increase in property and equipment associated with the acquisition
and conversion of the twelve golf center facilities acquired since the beginning
of the third quarter of the prior year.

Interest income during the first nine months of both 1997 and 1996 remained
relatively constant at $0.2 million, comprised primarily of earnings on the
unexpended proceeds from the Company's initial public offering which were
invested in short-term commercial paper instruments and repurchase agreements.
Interest expense for the first nine months of the current year increased to $0.7
million from $0.1 million for the comparable period of the prior year,
attributable primarily to indebtedness associated with the Company's acquisition
of golf centers of which larger principal amounts were outstanding for longer
periods of time during the first nine months of the current year.

                                       16

<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1996 - (CONTINUED)

Prior to becoming a C Corporation upon the reorganization of the Company on
August 1, 1996, the various entities that comprised its operations were S
Corporations and therefore not subject to United States Federal and state income
taxes. Prior to the reorganization, such entities generally paid only foreign
income taxes. Accordingly, a pro forma income tax benefit has been included in
the pro forma net loss and pro forma net loss per share amounts presented for
the nine months ended September 30, 1996 to show the effects on the Company's
operations as if the relevant entities had been C Corporations for both of the
nine-month periods presented. The pro forma taxes reflect consideration of all
permanent differences between book and tax income at the Company's estimated
effective tax rate of 39%. Such pro forma taxes do not reflect a deduction for
the $3.0 million non-cash charge, which was not deductible for Federal and state
income tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

On August 1, 1996, Golden Bear closed an initial public offering of 2,484,000
shares of its Class A Common Stock and received net proceeds (after deducting
underwriting discounts and offering costs) of approximately $35.2 million. The
net proceeds, which have been fully expended by the Company as of September 30,
1997, were utilized for the following purposes, (i) approximately $13.6 million
was used to fund the acquisition of golf centers, (ii) approximately $10.2
million was utilized for working capital purposes, (iii) approximately $9.0
million was used for capital improvements to the acquired golf center facilities
and other capital expenditures, (iv) approximately $1.6 million was utilized to
repay indebtedness incurred by the Company in connection with the acquisition of
the Cool Springs Golf Center which had been funded by Jack Nicklaus and (v)
approximately $0.8 million was used for the repayment of other indebtedness. As
of September 30, 1997 and December 31, 1996, the Company had working capital of
$11.8 million and $20.6 million, respectively.

To provide for additional liquidity, the Company entered into a definitive
credit agreement with a financial institution on September 26, 1997 for a $10
million revolving credit facility. Advances under such facility will be used to
finance the working capital requirements of the Company. The credit agreement
provides for an initial term of two years with an option on the part of the
financial institution to extend for one additional year. Borrowings under the
facility are secured by Company assets excluding various golf center properties
and certain other assets pledged to secure other long-term indebtedness. The
credit agreement contains customary conditions and covenants with respect to the
conduct of the Company's business, including dividend payment limitations, and
requires the maintenance of various financial ratios.

In addition, the Company repaid outstanding indebtedness and terminated future
availability under a previously existing revolving credit note. Such
indebtedness was repaid in September 1997 using proceeds from the new $10
million credit facility. The Company also modified the terms of certain
obligations previously incurred in connection with the acquisition of Oasis Golf
Center. For further details regarding these and other transactions involving
Company indebtedness, see Note 3 of the Consolidated Condensed Financial
Statements included herein under Part I, Item 1.

Actual spending on the acquisition or construction of additional golf centers in
the future will depend on, among other things, the availability of funds, the
identification and availability of suitable properties or facilities on terms
satisfactory to the Company, the location and condition of existing facilities
(i.e. whether significant capital improvements are necessary), whether the
Company acquires or leases the related land, competitive developments and
strategic marketing decisions.

                                       17

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES - (CONTINUED)

The Company believes that its current cash position, together with availability
under its new revolving credit facility and cash provided by operations will be
sufficient to meet its operating needs through the latter part of fiscal 1998.
However, the acquisition or development of additional golf centers will be
subject to obtaining additional financing. The Company is considering obtaining
additional funds through various means, including public offerings or private
placements of debt or equity securities. The Company may also finance
acquisitions by entering into leasing arrangements or by utilizing seller
financing with deferred payment terms which might reduce the initial up-front
cash requirements on the part of the Company. Leasing arrangements and seller
financing have previously been utilized by the Company to fund all or a portion
of the purchase price associated with the acquisition of certain golf centers.
There is no assurance that the Company will be able to obtain additional
financing in a timely manner, on favorable terms, or at all. To the extent that
the Company is not able to obtain additional funds, the Company may be required
to delay or reduce its acquisition and expansion strategy.

CURRENCY FLUCTUATIONS

Although substantially all of the Company's contracts are denominated in United
States dollars, fluctuations in the value of foreign currencies relative to the
United States dollar could impact the Company's results of operations. A
substantial portion of the revenues of the Company's overseas licensees are
generated in foreign currencies and accordingly, fluctuations in the value of
these currencies relative to the United States dollar could adversely affect the
Company's profitability. Royalty payments received by the Company or by its JNAI
equity investee relating to foreign licensing arrangements are generally based
on the exchange rate at the time of payment. In addition, the Company's
construction contracts outside of the United States are also generally
denominated in United States dollars and accordingly, the effective cost to
customers for construction services performed overseas will increase or decrease
as foreign currencies fluctuate relative to the United States dollar, unless the
Company changes its United States dollar prices to reflect the fluctuations in
currency. During the second and third quarters of 1997, the Company's JNAI joint
venture entered into futures contracts to hedge its anticipated receipt of
certain royalty payments denominated in Japanese Yen. Apart from these futures
contracts on the part of JNAI which were not material to the Company's results
of operations, the Company does not currently engage in hedging activities with
respect to currency fluctuations, but may do so in the future. Furthermore, from
an overall business point of view, the Company has historically engaged in
significant business activities in Japan and Asia. To the extent that markets in
these geographic areas are volatile and unfavorably impact our customers, such
events could have an adverse effect on the Company's operations in the region
going forward.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This Quarterly Report on Form 10-Q contains forward-looking statements made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. These forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties, many of
which are beyond the Company's control, including but not limited to, economic,
competitive and other factors affecting the Company's operations, markets,
products and services, expansion strategies and other factors discussed
elsewhere in this report and the documents filed by the Company with the
Securities and Exchange Commission. Actual results could differ materially from
these forward-looking statements. In light of these risks and uncertainties,
there can be no assurance that the forward-looking information contained in this
report will in fact prove accurate. The Company does not undertake any
obligation to revise these forward-looking statements to reflect future events
or circumstances.

                                       18

<PAGE>

PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

        10 Credit Agreement for $10 Million Revolving Credit Facility, dated as
           of September 26, 1997, among Golden Bear Golf, Inc., SunTrust Bank,
           South Florida, N.A., as Agent and the Lenders Party Thereto.

        27 Financial Data Schedule (for SEC use only).

   (b)  Reports on Form 8-K

        There were no reports on Form 8-K filed during the three-month period
        ended September 30, 1997.

                                       19

<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.

                               GOLDEN BEAR GOLF, INC.

                               By: /s/ RICHARD P. BELLINGER
                                   ---------------------------------------------
                                       Richard P. Bellinger
                                       President and Chief Executive Officer

                               By: /s/ STEPHEN S. WINSLETT
                                   ---------------------------------------------
                                       Stephen S. Winslett
                                       Senior Vice President and Chief Financial
                                       Officer

                               Date: November 7, 1997

                                       20

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

  10           Credit Agreement for $10 Million Resolving Credit Facility, dated
               as of September 26, 1997, among Golden ear Golf, Inc., SunTrust
               Bank, South Florida, N.A., as Agent and the Lenders Party
               Thereto.

  27           Financial Data Schedule (for SEC use only).