SC 14D9/A

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                         ______________


                         SCHEDULE 14D-9
          Solicitation/Recommendation Statement Pursuant to
          Section 14(d)(4) of the Securities Exchange Act of 1934
                         (Amendment No. 5)

                         ______________


                         BRC HOLDINGS, INC.
                    (Name of Subject Company)

                         ______________

               MATADOR CAPITAL MANAGEMENT CORPORATION
                    EVERGLADES PARTNERS, L.P.
                         JEFFREY A. BERG
               (Name of Person(s) Filing Statement)

                         ______________

                    COMMON STOCK, $.10 PAR VALUE
                    (Title of Class of Securities)

                         227174-10-9
               (CUSIP Number of Class of Securities)

                         ______________

                    David Fink
                    Matador Capital Management Corporation
                    200 1st Avenue North
                    Suite 206
                    St. Petersburg, FL  33701
                    (813) 898-9300
     (Name, Address and Telephone Number of Person Authorized to Receive 
     Notice and Communications on Behalf of the Person(s) Filing Statement)

                         WITH COPIES TO:

     Leon P. Gold, Esq.            Carolyn S. Reiser, Esq.
     Proskauer Rose LLP            Shartsis, Friese & Ginsburg LLP
     1585 Broadway                 One Maritime Plaza
     New York, New York  10036          18th Floor
     (212) 969-3480                San Francisco, CA  94111
                                   (415) 421-6500





     This Amendment No. 5 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on December 4, 1998 by Matador Capital Management
Corporation ("MCMC") and Jeffrey A. Berg, as previously amended (the "Schedule
14D-9"), in connection with a tender offer made by ACS Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of
Affiliated Computer Services, Inc., a Delaware corporation, to purchase
8,704,238 shares of common stock, par value $.01 per share (the "Shares"), of
BRC Holdings, Inc. ("BRCP") disclosed in a Tender Offer Statement on Schedule
14D-1, dated October 23, 1998, as amended through December 10, 1998 (the
"Offer").

     The following information supplements the Schedule 14D-9.

ITEM 4.  THE SOLICITATION OR RECOMMENDATION

     MCMC sent a letter, dated December 11, 1998, to the Board of Directors of
BRCP.  A copy of the letter is filed as Exhibit 5 hereto.


ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS

     Exhibit 5.  Letter, dated December 4, 1998, from MCMC to the Board of
Directors of BRCP.

                         SIGNATURE

     AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.


                              MATADOR CAPITAL MANAGEMENT CORPORATION

                              By:  /s/ Jeffrey A. Berg            
                                   Jeffrey A. Berg, President



                              /s/ Jeffrey A. Berg                  
                              Jeffrey A. Berg



                              EVERGLADES PARTNERS, L.P.

                              By:  Matador Capital Management, L.P.,
                                   its general partner

                              By:  Everglades Capital Corporation,
                                   its general partner


                              By:  /s/ Jeffrey A. Berg              
                                   Jeffrey A. Berg, President




Date:  December 11, 1998

EX-99

            [Letterhead of Matador Capital Management]
                                                        Exhibit 5
December 11, 1998

VIA FACSIMILE

Board of Directors
c/o Jerry Morrison, President and 
  Chief Operating Officer
c/o Mr. Thomas Kiraly, Executive Vice 
  President, Chief Financial Officer
c/o Mr. Jeffrey Sone
BRC Holdings, Inc.
1111 W. Mockingbird Lane
Suite 1400
Dallas, Texas  75247

Gentlemen:

As you know, a week ago we presented you with notice of our interest in
proceeding to a tender offer at $21 a share, which was more than a 10% premium
to what you have agreed to accept from Affiliated Computer.  In order for us
to move forward, we made it clear that we needed to conduct due diligence, and
the first, and most important, component of that due diligence was to meet
with your President and Chief Operating Officer, Jerry Morrison, as soon as
possible.  Despite repeated requests, you, through Mr. Stoffel, have prevented
that meeting from happening in New York this week.  Furthermore, you have
repeatedly refused our request for a conference call and access to non-public
information which we would need to proceed with our offer, although we have
executed a confidentiality agreement.

Without management's cooperation, we cannot proceed with an offer at $21. 
Your direction to management not to cooperate, and your apparent efforts to
obstruct that process, only harm BRC's stockholders.

Your further actions to sue us, alleging that we have made false statements,
are similarly misguided, inappropriate, and, ultimately, a poor use of BRC's
resources.  Our disclosures have been, and remain, true.  What is most
troublesome is your apparent unwillingness to consider in good faith the
possibility that the deal with Affiliated Computer, which we have always
maintained was the result of a flawed process, may not be the best option for
BRC's stockholders.  

We continue to urge you to make BRC's senior management available, by
telephone if not in person, together with appropriate non-public information,
so that a higher and better offer can result.

Sincerely,

/s/ Jeffrey A. Berg       
Jeffrey A. Berg