SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         _______________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                         _______________________________
                                 CLUBCORP, INC.
             (Exact name of Registrant as specified in its charter)


                     DELAWARE                       75-2778488
          (State or other jurisdiction of        (I.R.S. Employer
           incorporation or organization)       Identification No.)



        3030 LBJ FREEWAY, SUITE 700, DALLAS, TEXAS 75234, (972) 243-6191
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)
                         _______________________________

                                 CLUBCORP, INC.
                               OMNIBUS STOCK PLAN
                    (formerly Club Corporation International
                               Omnibus Stock Plan)
                         _______________________________
                            (Full title of the Plan)
                                 ______________
                                Charles A. Little
                            Chief Accounting Officer
                           3030 LBJ Freeway, Suite 700
                              Dallas, Texas  75234
                                 (972) 243-6191
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 _______________________________________________
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

<S>                           <C>                <C>               <C>               <C>
                                                    Proposed          Proposed
                                   Amount            Maximum           Maximum          Amount of
   Title of Each Class of           to be         Offering Price      Aggregate       Registration
 Securities to be Registered    Registered(3)        Per Unit       Offering Price         Fee
----------------------------  -----------------  ----------------  ----------------  --------------

Common Stock, $.01 par value        1 share (1)  $        6.65(2)  $          6.65   $         .00
----------------------------  -----------------  ----------------  ----------------  --------------

Common Stock, $.01 par value  1,379,500 shares   $            (3)               (3)             (3)
----------------------------  -----------------  ----------------  ----------------  --------------
</TABLE>

(1)     This  Registration  Statement  registers  one additional share of Common
Stock  relating  to  the  ClubCorp,  Inc.  Omnibus Stock Plan (formerly the Club
Corporation  International  Omnibus Stock Plan).  Shares of stock issuable under
the  ClubCorp,  Inc.  Omnibus  Stock  Plan  were  registered  under Registration
Statement  333-57107.
(2)     Estimated  solely for the purpose of calculating the registration fee in
accordance  with  Rule  457(h)(1)  of  the  Securities  Act of 1933, as amended,
based  on  book  value  of  the Common Stock as of September 5, 2000, the latest
practicable  date  prior to the  date  of  filing  this Registration  Statement.
(3)     This  Registration  Statement transfers 1,379,500 shares of Common Stock
from  the  ClubCorp,  Inc.  Executive  Stock  Option  Plan  (which  shares  were
registered  on  Form  S-8  Registration Statement No. 33-96568) to the ClubCorp,
Inc.  Omnibus  Stock  Plan.  The  previously paid filing fee associated with the
registration  of  the  1,379,500  shares  to  be  transferred  is  $814.
(4)     This  Registration  Statement also relates to an indeterminate number of
additional  shares  of Common Stock that may be issued pursuant to anti-dilution
and  adjustment  provisions  of  the  above-referenced  plan.


                                EXPLANATORY NOTE

     This  Registration Statement is being filed pursuant to General Instruction
E  of  Form  S-8  on  SEC  Staff  Interpretations,  as  set  forth  in Telephone
Interpretation  Nos. 89 and 90, in order to register one share of ClubCorp, Inc.
Common  Stock  and  to  transfer 1,379,500 shares of ClubCorp, Inc. Common Stock
from  the  ClubCorp,  Inc.  Executive  Stock  Option  Plan  (which  shares  were
registered  on  Form  S-8  Registration Statement No. 33-96568) to the ClubCorp,
Inc.  Omnibus  Stock  Plan.  The  previously paid filing fee associated with the
registration  of the 1,379,500 shares to be transferred from the Executive Stock
Option  Plan  to  the  Omnibus  Stock  Plan  is  $814.  These  shares  are being
transferred to the Omnibus Stock Plan in order to accommodate an increase in the
number  of  ClubCorp,  Inc.  employees  who  have  recently  become  eligible to
participate  in  such  Plans.

                                     PART I

              Information Required in the Section 10(a) Prospectus


Item 1.  Plan  Information.

     Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Not required to be filed with this Registration Statement.

                                     PART II

                       INFORMATION REQUIRED IN THE STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following documents filed with the Securities and Exchange Commission,
referred   to   as  the  Commission,  are  incorporated  by  reference  in  this
Registration  Statement,  except to the extent that any statement or information
therein is modified or superseded by a statement or information contained in any
other  subsequently  filed  document  incorporated  herein  by  reference.   Any
statement  so modified will not be deemed a part of this Registration Statement,
except  as  so modified, and any statement so superseded will not be deemed part
of  this  Registration  Statement.

     (a)  The Registrant's latest Annual Report filed pursuant to Sections 13(a)
or  15(d) of the Securities Exchange Act of 1934, as amended, referred to as the
Exchange  Act,  which contains audited financial statements for the Registrant's
latest  fiscal  year.

     (b) The Registrant's latest Quarterly Report on Form 10-Q for the quarterly
period  ended  September  5,  2000,  filed  pursuant  to  the  Exchange  Act.

     (c) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d)  of  the  Exchange  Act  since  the end of the year covered by the audited
financial  statements  contained  in the Annual Report referred to in (a) above.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of  the  offered  securities  have been sold or which deregisters all securities
then  remaining  unsold, shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

    Registrant's  authorized  capital  stock  consists  of 400,000,000 shares of
which   250,000,000  are  Common  Stock  and  150,000,000  are  Preferred  Stock
with  a  par  value  of  $.01  per  share.  As  of December 10, 2000, there were
94,088,822 shares of Common Stock outstanding and approximately 390 stockholders
of  record  and there were no shares of Preferred Stock outstanding.  Holders of
Common  Stock  are entitled to receive dividends when, as and if declared by the
Board  of Directors from funds legally available therefor.  Each share of Common
Stock  entitles  the  holder  thereof  to  one  vote.  Cumulative voting for the
election  of  directors  is  not  permitted,  which  means that the holders of a
majority of shares voting for the election of directors can elect all members of
the  Board  of  Directors.  Except  as  otherwise  required by applicable law, a
majority vote is sufficient for any action that requires the vote or concurrence
of  stockholders.  Holders  of  Common  Stock  do  not  have  any  subscription,
redemption  or  conversion  rights  other  than  those specified by the ClubCorp
Employee  Stock  Ownership Plan, referred to as the ESOP, and those specified by
the  Stockholders  Agreement  signed  between the Company and The Cypress Group,
L.L.C.

   The trustees of the ESOP have the right to require the Registrant to purchase
the Common Stock held by the ESOP at the current appraised value as necessary to
meet  the  requirements of the Employment Retirement Income Security Act and the
ESOP.   The  Stockholders  Agreement  signed  with  The  Cypress  Group,  L.L.C.
specifies  (i) restrictions on transfers, (ii) a potential repurchase obligation
of  the  Company  should  certain  events  that  are  under  the  control of the
Registrant not occur in respect to a portion of the shares of Common Stock owned
by  The  Cypress  Group,  L.L.C.  at fair market value that may not be exercised
prior  to  2004,  and  (iii)  customary  tag  along, drag along and registration
rights.  Common  Stock  issued  hereunder  is  not subject to statutory or other
preemptive  rights.  Upon liquidation of Registrant, the holders of Common Stock
are  entitled  to  share ratably in the net assets of Registrant remaining after
payment  of  liabilities.  All shares of Common Stock issued and outstanding are
fully paid and non-assessable. Registrant has never paid dividends on the Common
Stock,  and  no  such  dividends  should  be expected in the foreseeable future.
Registrant  expects  to continue its policy of retaining earnings for use in its
business.  Management  has  no  intention  of issuing the Preferred Stock during
2000.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The  Registrant's Certificate of Incorporation provides that no director of
the  Registrant  will  be  personally  liable  to  the  Registrant or any of its
stockholders  for  monetary  damages  arising  from  the  director's  breach  of
fiduciary  duty  as  a  director,  with  certain  limited  exceptions.

     Pursuant  to  the  provisions  of  Section  145  of  the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has  the power to indemnify any
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or proceeding (other than an
action  by  or  in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or  was serving in such a capacity at the request of the corporation for another
corporation,  partnership, joint venture, trust or other enterprise, against any
and all expenses, judgments, fines and amounts paid in settlement and reasonably
incurred  in  connection  with  such  action,  suit or proceeding.  The power to
indemnify  applies  only if such person acted in good faith and in a manner such
person  reasonably  believed  to be in the best interests, or not opposed to the
best  interests,  of the corporation and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.

     The power to indemnify applies to actions brought by or in the right of the
corporation  as  well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with  the  further  limitation  that in such actions no indemnification shall be
made  in  the  event  of any adjudication of negligence or misconduct unless the
court,  in  its  discretion,  believes  that  in  light of all the circumstances
indemnification  should  apply.

     The Registrant's Certificate of Incorporation contains provisions requiring
it  to  indemnify  its officers and directors to the fullest extent permitted by
the  Delaware  General  Corporation  Law.

Item 7.  Exemption for Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The  Exhibits  to  this  Registration  Statement are listed in the Index to
Exhibits  on  Attachment A to this Registration Statement, which is incorporated
herein  by  reference.

Item 9.  Undertakings.

     The Registrant hereby undertakes:

     (1) To  file, during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act  of  1933,  as  amended  (the  "Act");

     (ii)  To reflect in  the  prospectus  any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;

     (iii) To include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13(a)  or  Section  15(d)  of the Exchange Act that are incorporated by
reference  in  this  Registration  Statement.

     (2)  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  Registrant  hereby  undertakes  that  for  purposes of determining any
liability  under the Act, each filing of the Registrant's annual report pursuant
to  Section  13(a)  or  15(d)  of  the Exchange Act (and, where applicable, each
filing  of an employee benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in this Registration
Statement  shall  be  deemed  to be a new Registration Statement relating to the
securities  offered  therein,  and  the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     Insofar  as indemnification by the Registrant for liabilities arising under
the  Securities  Act  may  be  permitted  to directors, officers and controlling
persons  of  the  Registrant  pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
by  the  Registrant  against  such  liabilities  (other  than the payment by the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Act of 1933, the trustees
who  administer  the  ClubCorp,  Inc.  Omnibus  Stock Plan have duly caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of  Dallas,  State of Texas, on this 22 day of
December,  2000.


                                 CLUBCORP, INC. OMNIBUS STOCK PLAN

                                 By:    /s/Kim S. Besse
                                        -----------------
                                 Name:  Kim S. Besse
                                 Title: Plan  Administrator

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Dallas, State of Texas, on this 22 day of December,
2000.




                                 CLUBCORP,  INC.


                                 By:     /s/Jeffrey P. Mayer
                                        --------------------
                                 Name:  Jeffrey  P.  Mayer
                                 Title: Chief  Financial  Officer

                                 By:    /s/Charles A. Little
                                        ----------------------
                                 Name:  Charles A. Little
                                 Title: Senior Vice President and
                                        Chief Accounting Officer


Attachment  A

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

<S>       <C>
Exhibit
Number    Description
--------  -------------------------------------------------------------------
4.1*      Articles of Incorporation, as amended, of ClubCorp, Inc.
4.2**     Bylaws, as amended, of ClubCorp, Inc.
4.3***    Club Corporation International Executive Stock Option Plan
4.4***    Club Corporation International Executive Stock Option Agreement
4.5***    Employment Agreement
4.3****   ClubCorp, Inc. Omnibus Stock Plan
5.1.      Opinion of validity.
15.1%     Letter of KPMG LLP regarding unaudited interim financial statements
23.1      Consent of legal counsel issuing opinion of validity
23.2      Consent of KPMG LLP
24.1      Power of Attorney
</TABLE>

_____________________
*     Incorporated by reference to the Company's Registration Statement on Form
      S-1 (Registration No. 33-83496)
**    Incorporated by reference to the Company's Post-Effective Amendment No. 1
      to Form S-8 (Registration Nos. 33-89818,33-96568, 333-08041 and 333-57107)
***   Incorporated by reference to the Company's Registration Statement on Form
      S-8 (Registration No.  33-96568)
****  Incorporated by reference to the Company's Registration Statement on Form
      S-8 (Registration No. 333-08041)
%     Incorporated by reference to the Company's Quarterly Report on Form 10-Q
      for the quarterly period ended September 5, 2000
[{"type": "S-8", "sequence": "1", "filename": "omnib2.txt", "secsgml_size_bytes": 19486}, {"type": "S-8", "sequence": "6", "filename": "omnib2.pdf", "secsgml_size_bytes": 85953}]
{"company-data": {"conformed-name": "CLUBCORP INC", "cik": "0000929455", "assigned-sic": "7997", "irs-number": "752778488", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52612", "film-number": "794821"}, "business-address": {"street1": "3030 LBJ FREEWAY", "street2": "STE 500", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "9722436191"}, "mail-address": {"street1": "3030 LBJ FREEWAY", "street2": "SUITE 500", "city": "DALLAS", "state": "TX", "zip": "75234"}, "former-company": {"former-conformed-name": "CLUB CORP INTERNATIONAL", "date-changed": "19940901"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         _______________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                         _______________________________
                                 CLUBCORP, INC.
             (Exact name of Registrant as specified in its charter)

                     DELAWARE                       75-2778488
          (State or other jurisdiction of        (I.R.S. Employer
           incorporation or organization)       Identification No.)

        3030 LBJ FREEWAY, SUITE 700, DALLAS, TEXAS 75234, (972) 243-6191
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)
                         _______________________________

                                 CLUBCORP, INC.
                               OMNIBUS STOCK PLAN
                    (formerly Club Corporation International
                               Omnibus Stock Plan)
                         _______________________________
                            (Full title of the Plan)
                                 ______________
                                Charles A. Little
                            Chief Accounting Officer
                           3030 LBJ Freeway, Suite 700
                              Dallas, Texas  75234
                                 (972) 243-6191
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 _______________________________________________
                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                   Amount            Maximum           Maximum          Amount of
   Title of Each Class of           to be         Offering Price      Aggregate       Registration
 Securities to be Registered    Registered(3)        Per Unit       Offering Price         Fee
----------------------------  -----------------  ----------------  ----------------  --------------

Common Stock, $.01 par value        1 share (1)  $        6.65(2)  $          6.65   $         .00
----------------------------  -----------------  ----------------  ----------------  --------------

Common Stock, $.01 par value  1,379,500 shares   $            (3)               (3)             (3)
----------------------------  -----------------  ----------------  ----------------  --------------
(1)     This  Registration  Statement  registers  one additional share of Common
Stock  relating  to  the  ClubCorp,  Inc.  Omnibus Stock Plan (formerly the Club
Corporation  International  Omnibus Stock Plan).  Shares of stock issuable under
the  ClubCorp,  Inc.  Omnibus  Stock  Plan  were  registered  under Registration
Statement  333-57107.
(2)     Estimated  solely for the purpose of calculating the registration fee in
accordance  with  Rule  457(h)(1)  of  the  Securities  Act of 1933, as amended,
based  on  book  value  of  the Common Stock as of September 5, 2000, the latest
practicable  date  prior to the  date  of  filing  this Registration  Statement.
(3)     This  Registration  Statement transfers 1,379,500 shares of Common Stock
from  the  ClubCorp,  Inc.  Executive  Stock  Option  Plan  (which  shares  were
registered  on  Form  S-8  Registration Statement No. 33-96568) to the ClubCorp,
Inc.  Omnibus  Stock  Plan.  The  previously paid filing fee associated with the
registration  of  the  1,379,500  shares  to  be  transferred  is  $814.
(4)     This  Registration  Statement also relates to an indeterminate number of
additional  shares  of Common Stock that may be issued pursuant to anti-dilution
and  adjustment  provisions  of  the  above-referenced  plan.

                                EXPLANATORY NOTE

     This  Registration Statement is being filed pursuant to General Instruction
E  of  Form  S-8  on  SEC  Staff  Interpretations,  as  set  forth  in Telephone
Interpretation  Nos. 89 and 90, in order to register one share of ClubCorp, Inc.
Common  Stock  and  to  transfer 1,379,500 shares of ClubCorp, Inc. Common Stock
from  the  ClubCorp,  Inc.  Executive  Stock  Option  Plan  (which  shares  were
registered  on  Form  S-8  Registration Statement No. 33-96568) to the ClubCorp,
Inc.  Omnibus  Stock  Plan.  The  previously paid filing fee associated with the
registration  of the 1,379,500 shares to be transferred from the Executive Stock
Option  Plan  to  the  Omnibus  Stock  Plan  is  $814.  These  shares  are being
transferred to the Omnibus Stock Plan in order to accommodate an increase in the
number  of  ClubCorp,  Inc.  employees  who  have  recently  become  eligible to
participate  in  such  Plans.

                                     PART I

              Information Required in the Section 10(a) Prospectus

Item 1.  Plan  Information.

     Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Not required to be filed with this Registration Statement.

                                     PART II

                       INFORMATION REQUIRED IN THE STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following documents filed with the Securities and Exchange Commission,
referred   to   as  the  Commission,  are  incorporated  by  reference  in  this
Registration  Statement,  except to the extent that any statement or information
therein is modified or superseded by a statement or information contained in any
other  subsequently  filed  document  incorporated  herein  by  reference.   Any
statement  so modified will not be deemed a part of this Registration Statement,
except  as  so modified, and any statement so superseded will not be deemed part
of  this  Registration  Statement.

     (a)  The Registrant's latest Annual Report filed pursuant to Sections 13(a)
or  15(d) of the Securities Exchange Act of 1934, as amended, referred to as the
Exchange  Act,  which contains audited financial statements for the Registrant's
latest  fiscal  year.

     (b) The Registrant's latest Quarterly Report on Form 10-Q for the quarterly
period  ended  September  5,  2000,  filed  pursuant  to  the  Exchange  Act.

     (c) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d)  of  the  Exchange  Act  since  the end of the year covered by the audited
financial  statements  contained  in the Annual Report referred to in (a) above.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of  the  offered  securities  have been sold or which deregisters all securities
then  remaining  unsold, shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

    Registrant's  authorized  capital  stock  consists  of 400,000,000 shares of
which   250,000,000  are  Common  Stock  and  150,000,000  are  Preferred  Stock
with  a  par  value  of  $.01  per  share.  As  of December 10, 2000, there were
94,088,822 shares of Common Stock outstanding and approximately 390 stockholders
of  record  and there were no shares of Preferred Stock outstanding.  Holders of
Common  Stock  are entitled to receive dividends when, as and if declared by the
Board  of Directors from funds legally available therefor.  Each share of Common
Stock  entitles  the  holder  thereof  to  one  vote.  Cumulative voting for the
election  of  directors  is  not  permitted,  which  means that the holders of a
majority of shares voting for the election of directors can elect all members of
the  Board  of  Directors.  Except  as  otherwise  required by applicable law, a
majority vote is sufficient for any action that requires the vote or concurrence
of  stockholders.  Holders  of  Common  Stock  do  not  have  any  subscription,
redemption  or  conversion  rights  other  than  those specified by the ClubCorp
Employee  Stock  Ownership Plan, referred to as the ESOP, and those specified by
the  Stockholders  Agreement  signed  between the Company and The Cypress Group,
L.L.C.

   The trustees of the ESOP have the right to require the Registrant to purchase
the Common Stock held by the ESOP at the current appraised value as necessary to
meet  the  requirements of the Employment Retirement Income Security Act and the
ESOP.   The  Stockholders  Agreement  signed  with  The  Cypress  Group,  L.L.C.
specifies  (i) restrictions on transfers, (ii) a potential repurchase obligation
of  the  Company  should  certain  events  that  are  under  the  control of the
Registrant not occur in respect to a portion of the shares of Common Stock owned
by  The  Cypress  Group,  L.L.C.  at fair market value that may not be exercised
prior  to  2004,  and  (iii)  customary  tag  along, drag along and registration
rights.  Common  Stock  issued  hereunder  is  not subject to statutory or other
preemptive  rights.  Upon liquidation of Registrant, the holders of Common Stock
are  entitled  to  share ratably in the net assets of Registrant remaining after
payment  of  liabilities.  All shares of Common Stock issued and outstanding are
fully paid and non-assessable. Registrant has never paid dividends on the Common
Stock,  and  no  such  dividends  should  be expected in the foreseeable future.
Registrant  expects  to continue its policy of retaining earnings for use in its
business.  Management  has  no  intention  of issuing the Preferred Stock during
2000.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The  Registrant's Certificate of Incorporation provides that no director of
the  Registrant  will  be  personally  liable  to  the  Registrant or any of its
stockholders  for  monetary  damages  arising  from  the  director's  breach  of
fiduciary  duty  as  a  director,  with  certain  limited  exceptions.

     Pursuant  to  the  provisions  of  Section  145  of  the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has  the power to indemnify any
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit  or proceeding (other than an
action  by  or  in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or  was serving in such a capacity at the request of the corporation for another
corporation,  partnership, joint venture, trust or other enterprise, against any
and all expenses, judgments, fines and amounts paid in settlement and reasonably
incurred  in  connection  with  such  action,  suit or proceeding.  The power to
indemnify  applies  only if such person acted in good faith and in a manner such
person  reasonably  believed  to be in the best interests, or not opposed to the
best  interests,  of the corporation and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.

     The power to indemnify applies to actions brought by or in the right of the
corporation  as  well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with  the  further  limitation  that in such actions no indemnification shall be
made  in  the  event  of any adjudication of negligence or misconduct unless the
court,  in  its  discretion,  believes  that  in  light of all the circumstances
indemnification  should  apply.

     The Registrant's Certificate of Incorporation contains provisions requiring
it  to  indemnify  its officers and directors to the fullest extent permitted by
the  Delaware  General  Corporation  Law.

Item 7.  Exemption for Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The  Exhibits  to  this  Registration  Statement are listed in the Index to
Exhibits  on  Attachment A to this Registration Statement, which is incorporated
herein  by  reference.

Item 9.  Undertakings.

     The Registrant hereby undertakes:

     (1) To  file, during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act  of  1933,  as  amended  (the  "Act");

     (ii)  To reflect in  the  prospectus  any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;

     (iii) To include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13(a)  or  Section  15(d)  of the Exchange Act that are incorporated by
reference  in  this  Registration  Statement.

     (2)  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  Registrant  hereby  undertakes  that  for  purposes of determining any
liability  under the Act, each filing of the Registrant's annual report pursuant
to  Section  13(a)  or  15(d)  of  the Exchange Act (and, where applicable, each
filing  of an employee benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in this Registration
Statement  shall  be  deemed  to be a new Registration Statement relating to the
securities  offered  therein,  and  the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     Insofar  as indemnification by the Registrant for liabilities arising under
the  Securities  Act  may  be  permitted  to directors, officers and controlling
persons  of  the  Registrant  pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
by  the  Registrant  against  such  liabilities  (other  than the payment by the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Act of 1933, the trustees
who  administer  the  ClubCorp,  Inc.  Omnibus  Stock Plan have duly caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of  Dallas,  State of Texas, on this 22 day of
December,  2000.

                                 CLUBCORP, INC. OMNIBUS STOCK PLAN

                                 By:    /s/Kim S. Besse
                                        -----------------
                                 Name:  Kim S. Besse
                                 Title: Plan  Administrator

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Dallas, State of Texas, on this 22 day of December,
2000.

                                 CLUBCORP,  INC.

                                 By:     /s/Jeffrey P. Mayer
                                        --------------------
                                 Name:  Jeffrey  P.  Mayer
                                 Title: Chief  Financial  Officer

                                 By:    /s/Charles A. Little
                                        ----------------------
                                 Name:  Charles A. Little
                                 Title: Senior Vice President and
                                        Chief Accounting Officer

Attachment  A

                                  EXHIBIT INDEX
Exhibit
Number    Description
--------  -------------------------------------------------------------------
4.1*      Articles of Incorporation, as amended, of ClubCorp, Inc.
4.2**     Bylaws, as amended, of ClubCorp, Inc.
4.3***    Club Corporation International Executive Stock Option Plan
4.4***    Club Corporation International Executive Stock Option Agreement
4.5***    Employment Agreement
4.3****   ClubCorp, Inc. Omnibus Stock Plan
5.1.      Opinion of validity.
15.1%     Letter of KPMG LLP regarding unaudited interim financial statements
23.1      Consent of legal counsel issuing opinion of validity
23.2      Consent of KPMG LLP
24.1      Power of Attorney
_____________________
*     Incorporated by reference to the Company's Registration Statement on Form
      S-1 (Registration No. 33-83496)
**    Incorporated by reference to the Company's Post-Effective Amendment No. 1
      to Form S-8 (Registration Nos. 33-89818,33-96568, 333-08041 and 333-57107)
***   Incorporated by reference to the Company's Registration Statement on Form
      S-8 (Registration No.  33-96568)
****  Incorporated by reference to the Company's Registration Statement on Form
      S-8 (Registration No. 333-08041)
%     Incorporated by reference to the Company's Quarterly Report on Form 10-Q
      for the quarterly period ended September 5, 2000