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

						SCHEDULE 13D

			Under the Securities Exchange Act of 1934
						(Amendment No. 2 )


						BRC Holdings, Inc.
						(Name of Issuer)

						Common Stock

- ----------------------------------------------------------------

				(Title of Class of Securities)

						227174109
					  (CUSIP Number)

		David Fink						  Carolyn S. Reiser, Esq.
Matador Capital Management Corporation	    Shartsis, Friese & Ginsburg LLP
	200 1st Ave. North, Suite 206			One Maritime Plaza, 18th Floor

	St. Petersburg, FL  33701				San Francisco, CA 94111
	(813) 898-9300						(415) 421-6500
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices 
and Communications)

						November 19, 1998
		(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the 
following box / /.

Note:	Six copies of this statement, including all exhibits, should be 
filed with the Commission.	See Rule 13d-1(a) for other parties to whom 
copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of the 
Act (however, see the Notes).

Potential persons who are to respond to the collection of information 
contained in this form are not required to respond unless the form displays 
a currently valid OMB control number.

SEC 1746 (10-97)


SCHEDULE 13D

CUSIP No. 227174109								Page 2 of 11 Pages
- -------------------------------------------------------------------------
1	NAME OF REPORTING PERSON
	SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
	Matador Capital Management Corporation
- ---------------------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)		/ /
												(b)		/ /
- ---------------------------------------------------------------------------
3	SEC USE ONLY
- ---------------------------------------------------------------------------
4	SOURCE OF FUNDS*
	AF
- ---------------------------------------------------------------------------
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
ITEMS 2(d) or 2(E)										/ /
- ---------------------------------------------------------------------------
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
- ---------------------------------------------------------------------------
		NUMBER OF		7	SOLE VOTING POWER
		SHARES			496,050
		BENEFICIALLY	--------------------------------------------------
		OWNED BY		8	SHARED VOTING POWER
		EACH				467,800
		REPORTING		--------------------------------------------------
		PERSON		9	SOLE DISPOSITIVE POWER
		WITH				496,050
					--------------------------------------------------
					10	SHARED DISPOSITIVE POWER
						467,800
- ---------------------------------------------------------------------------
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	963,850
- ---------------------------------------------------------------------------
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
														/ /
- ---------------------------------------------------------------------------
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%
- ---------------------------------------------------------------------------
14	TYPE OF REPORTING PERSON*
	CO and IA
- ---------------------------------------------------------------------------
				*SEE INSTRUCTIONS BEFORE FILLING OUT!
		INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
	(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

CUSIP No. 227174109								Page 3 of 11 Pages
- ---------------------------------------------------------------------------
1	NAME OF REPORTING PERSON
	SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
	Jeffrey A. Berg
- ---------------------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)		/ X /
												(b)		/ /
- ---------------------------------------------------------------------------
3	SEC USE ONLY
- ---------------------------------------------------------------------------
4	SOURCE OF FUNDS*
	AF
- ---------------------------------------------------------------------------
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
ITEMS 2(d) or 2(E)										/ /
- ---------------------------------------------------------------------------
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
- ---------------------------------------------------------------------------
		NUMBER OF		7	SOLE VOTING POWER
		SHARES			496,050
		BENEFICIALLY	--------------------------------------------------
		OWNED BY		8	SHARED VOTING POWER
		EACH				467,800
		REPORTING		--------------------------------------------------
		PERSON		9	SOLE DISPOSITIVE POWER
		WITH				496,050
					--------------------------------------------------
					10	SHARED DISPOSITIVE POWER
						467,800
- ---------------------------------------------------------------------------
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	963,850
- ---------------------------------------------------------------------------
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
														/ /
- ---------------------------------------------------------------------------
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%
- ---------------------------------------------------------------------------
14	TYPE OF REPORTING PERSON*
	IN
- ---------------------------------------------------------------------------
				*SEE INSTRUCTIONS BEFORE FILLING OUT!
		INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
	(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

CUSIP No. 227174109								Page 4 of 11 Pages

ITEM 1.	SECURITY AND ISSUER.

This statement relates to Common Stock (the "Stock") of BRC Holdings, Inc., 
a Delaware corporation ("BRCP").	The principal executive office of BRCP 
is located at 1111 West Mockingbird Lane, Suite 1400, Dallas, TX 75247.



ITEM 2.	IDENTITY AND BACKGROUND.

The persons filing this statement and the persons enumerated in Instruction 
C of Schedule 13D and, where applicable, their respective places of 
organization, general partners, directors, executive officers and 
controlling persons, and the information regarding them, are as follows:

	(a)	Matador Capital Management Corporation, a Delaware corporation 
("MCMC"); Jeffrey A. Berg ("Berg"); David R. Fink ("Fink"); William W. 
Wright ("Wright"); and Steven A. Kohl ("Kohl").

	(b)	The business address of MCMC, Berg, Fink, Wright and Kohl is 200 
First Ave. North, Suite 206, St. Petersburg, FL 33701. 

	(c)	MCMC is an investment advisor.  Berg is the President, sole 
director and controlling shareholder of MCMC.  Fink is the Chief Operating 
Officer of MCMC.  Wright is the Treasurer of MCMC.  Kohl is the Vice 
President of MCMC.

	(d)	During the last five years, none of such persons has been 
convicted in a criminal proceeding (excluding traffic violations or similar 
misdemeanors).

	(e)	During the last five years, none of such persons was a party to a 
civil proceeding of a judicial or administrative body of competent 
jurisdiction and as a result of such proceeding was or is subject to a 
judgment, decree or final order enjoining future violations of, or 
prohibiting or mandating activities subject to, federal or state securities 
laws or finding any violation with respect to such laws.

	(f)	Berg, Fink, Wright and Kohl are citizens of the United States of 
America.


SCHEDULE 13D

CUSIP No. 227174109								Page 5 of 11 Pages


ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The source and amount of funds used in purchasing the Stock were as 
follows:

Purchaser		Source of Funds			Amount

MCMC			Funds Under Management 	$18,344,178


ITEM 4.	PURPOSE OF TRANSACTION.

On October 30, 1996, MCMC filed a complaint in the Court of Chancery of the 
State of Delaware seeking injunctive relief in connection with the tender 
offer disclosed in a Tender Offer Statement on Schedule 14D-l, dated 
October 23, 1998, of ACS Acquisition Corporation, a Delaware corporation 
and a wholly-owned subsidiary of Affiliated Computer Services, Inc., a 
Delaware corporation, for 8,704,238 shares of Stock (the "Tender Offer"). 
The complaint alleges, among other things, that appropriate disclosure 
under Delaware law has not been made to BRCP's stockholders in connection 
with a proposed merger between BRCP and ACS Acquisition Corporation and 
that BRCP's Board has not taken the steps required by Delaware law to be 
taken prior to agreeing to a sale of control. 

The reporting persons have had discussions with senior management of BRCP 
over the past 18 months, and may in the future have additional discussions 
with senior management, concerning various operational and financial 
aspects of BRCP's business.  The reporting persons may solicit indications 
of interest from potential purchasers of BRCP and have retained one and may 
retain more investment banking firms to assist them and to explore ways of 
maximizing long-term shareholder value.   The reporting persons have had 
and may in the future have discussions with other shareholders regarding 
various ways of maximizing long-term shareholder value.   The reporting 
persons may also seek to obtain financing for a bid by the reporting 
persons alone or with other investors.

The reporting persons intend continuously to review their investment in 
BRCP and may in the future change their present course of action. The 
reporting persons may determine to acquire additional Stock or to dispose 
of all or a portion of the Stock which they now own or may hereafter 
acquire. In reaching any decision as to their investment, the reporting 
persons will take into consideration various factors, such as BRCP's 
business and prospects, other developments concerning BRCP (including, but 
not limited to, actions of the Board of Directors and management of BRCP), 
other investment opportunities available to the reporting persons, 
developments with respect to the other investments of the reporting 
persons, general economic conditions, and money and stock market 
conditions.



SCHEDULE 13D

CUSIP No. 227174109								Page 6 of 11 Pages

ITEM 4. (continued)

Other than as described above, the reporting persons have no present plans 
or proposals which relate to or would result in: (i) the acquisition by any 
person of additional securities of BRCP, or the disposition of securities 
of BRCP, (ii) an extraordinary corporate transaction, such as a merger, 
reorganization, or liquidation, involving BRCP or any of its subsidiaries; 
(iii) a sale or transfer of a material amount of assets of BRCP or any of 
its subsidiaries (iv) any change in the present Board of Directors or 
management of BRCP including any plans or proposals to change the number or 
term of directors or to fill any existing vacancies on the Board; (v) any 
material change in the present capitalization or dividend policy of BRCP; 
(vi) any other material changes in BRCP's business or corporate structure; 
(vii) changes in BRCP's charter, by-laws, or other instruments 
corresponding thereto or other actions which may impede the acquisition of 
control of BRCP by any persons; (viii) causing a class of securities of 
BRCP to be delisted from a national securities exchange or to cease to be 
authorized to be quoted in an inter-dealer quotation system of a registered 
national securities association; (ix) a class of equity securities of BRCP 
becoming eligible for termination of registration pursuant to Section 
l2(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar 
to any of those enumerated above.


ITEM 5.	INTEREST IN SECURITIES OF THE ISSUER.

The beneficial ownership of the Stock of the persons named in Item 2 of 
this statement is as follows at the date hereof:

				Aggregate
			  Beneficially 
			      Owned	   Voting Power		Dispositive Power
Name 	Number	Percent	Sole		Shared	Sole		Shared
						
MCMC		963,850	6.8%		496,050	467,800	496,050	467,800
Berg		963,850	6.8%		496,050	467,800	496,050	467,800

The persons filing this statement effected the following transactions in 
the Stock on the dates indicated, and such transactions are the only 
transactions in the Stock by the persons filing this statement since August 
26, 1998:

	 Purchase				Number		Price
Name	 or Sale	 Date		of Shares		Per Share

MCMC		P	9/1/98		10,000		$15.250
MCMC		P	9/3/98		25,000		$14.881
MCMC		P	9/30/98		   250		$17.100
MCMC		P	10/28/98		15,000		$18.543
MCMC		P	10/30/98		10,000		$18.627
MCMC		P	11/2/98		20,000		$18.688

All transactions were executed on the Nasdaq National Market.


SCHEDULE 13D

CUSIP No. 227174109								Page 7 of 11 Pages


ITEM. 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
RESPECT TO SECURITIES OF THE ISSUER.

Pursuant to investment management agreements, MCMC is authorized, among 
other things, to invest funds of its investment advisory clients in 
securities, and to vote and dispose of those securities.  Such investment 
management agreements may be terminated by either party on notice as 
provided in such agreements.  The investment management agreements provide 
for fees payable to MCMC based on assets under management and realized and 
unrealized gains.  

MCMC is also a member of RJ Matador, L.L.C., a Delaware limited liability 
company and registered investment adviser.  RJ Matador, L.L.C. and MCMC are 
the general partners of an investment limited partnership, whose limited 
partnership agreement provides to MCMC and RJ Matador, L.L.C., as general 
partners, the authority, among other things, to invest the funds of the 
partnership in Stock and to vote and dispose of Stock.  Pursuant to such 
limited partnership agreement, the general partners are entitled to 
allocations based on assets under management and realized and unrealized 
gains.

Berg is also the President of Everglades Capital Corporation 
("Everglades").  Everglades is the general partner of Matador Capital 
Management, L.P. ("MCM"), a Delaware limited partnership that is the 
general partner of several investment limited partnerships.  Pursuant to 
those partnerships' agreements of limited partnership, MCM has the 
authority to invest the partnerships' funds in Stock and to vote and 
dispose of Stock and is entitled to allocations based on assets under 
management and realized and unrealized gains.  MCM has delegated its 
investment management responsibilities with respect to those partnerships 
to MCMC.

Pursuant to an agreement dated as of November 13, 1998, MCMC retained 
Jefferies & Company, Inc. ("Jefferies") to act as exclusive financial 
advisor to MCMC in connection with its investment in BRCP, including, but 
not limited to, any actions which MCMC may take to (i) solicit indications 
of interest from potential purchasers of BRCP or any of BRCP's material 
assets, (ii) obtain financing for a bid to acquire BRCP by MCMC alone or 
with any other investors, or (iii) any other actions by MCMC to maximize 
the value of its investment in BRCP.  

Additionally, Jefferies may assist the filing persons in communicating to 
other BRCP shareholders a recommendation not to tender in the Tender Offer 
made by ACS Acquisition Corporation and described in Item 4 above.




SCHEDULE 13D

CUSIP No. 227174109								Page 8 of 11 Pages


ITEM. 6.	(continued)

In consideration for Jefferies' services, MCMC has paid Jefferies a 
retainer and has agreed to pay an additional success fee.  MCMC has also 
agreed to reimburse Jefferies for its out-of-pocket expenses incurred in 
connection with its services and to indemnify Jefferies for certain 
liabilities. 

The filing persons have continued to have discussions with other BRCP 
shareholders regarding various ways to maximize long-term shareholder 
value.

MCMC sent a letter, dated November 19, 1998, to the Board of Directors of 
BRCP proposing that the Board consider a recapitalization of BRCP to 
achieve greater value for shareholders than the Tender Offer provides.  The 
letter included several analyses of a recapitalization prepared by MCMC 
with the assistance of Jefferies.  A copy of the letter is filed as Exhibit 
A hereto.


ITEM 7.	MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A -- Letter from MCM to the Board of Directors of BRCP dated 
November 19, 1998.

November 19, 1998

VIA FACSIMILE & FEDERAL EXPRESS

BOARD OF DIRECTORS
c/o Mr. Paul Stoffel, Chairman of the Board
c/o Jerrold Morrison, President, Chief Operating Officer
BRC HOLDINGS, INC.
1111 W. Mockingbird Lane, Suite 1400
Dallas, Texas 75247-5014 

Dear Sirs: 

As representative of holders of approximately 7% of the outstanding common 
stock of BRC Holdings, Inc. ("BRC" or the "Company"), we do not believe 
that the $19 per share tender ("Tender Offer" or "Offer") maximizes the 
value of our holdings. We were gratified to read in your amended 14D-9 that 
our view of BRC's value is shared by BRC's President and Chief Operating 
Officer, Jerry Morrison. Moreover, the amended 14D-9 provided by BRC 
indicates that in the recent past you have received several indications of 
interest in a business combination by several potential acquirers at levels 
in excess of $19 per share. We appreciate this further disclosure which we 
believe underscores our position that the BRC shareholders are being 
deprived of the full value of their BRC chares at the current Offer price 
of $19 per share.


SCHEDULE 13D

CUSIP No. 227174109								Page 9 of 11 Pages

ITEM 7.  Exhibit A  (continued)

The purpose of this letter is to not only share our disappointment that the 
BRC Board of Directors did not appear to pursue the alternatives to 
maximizing shareholder value presented by outside parties, but to also 
question whether the Board considered alternatives utilizing the Company's 
internal resources. Since your recent disclosure does not provide any 
analysis of a recapitalization performed by BRC or its financial advisors, 
we have felt compelled to undertake such an analysis on behalf of the 
shareholders. As part of its role as our exclusive financial advisor, 
Jefferies & Company, Inc. has assisted Matador in developing a 
recapitalization analysis for BRC. The conclusion we have drawn from this 
analysis is that the Company has the means to provide immediate value to 
its shareholders in excess of the $19 per share currently being offered by 
Affiliated Computer Services, Inc. ("Affiliated"). As such, it is clear 
that the BRC shareholders are being offered a discount to the underlying 
value of their shares rather than a premium which is normally required in a 
change of control transaction.

Recapitalization Analysis
Matador has closely followed BRC's financial results over the last 18 
months. Based on guidance from both the senior management and operating 
management of BRC, we have built a detailed financial model to project the 
company's financial results through the year 2000. According to our 
earnings model, we estimate that net income and earnings per share will be 
$15.4 million and $1.07, respectively, in 1999 and $17.8 million and $1.24, 
respectively, in 2000. Both analyses assume 14.33 million fully diluted 
shares. Applying the $19 offer to these forward EPS estimates yields an 
implied P/E multiple of approximately 17.8x in 1999 and approximately 15.3x 
in 2000.

The recapitalization analysis that we undertook with Jefferies assumes the 
Company deploys its excess cash to repurchase common stock through a Dutch 
Tender Offer (the "Dutch Tender"). In our analysis, we examined alternative 
Dutch Tender scenarios whereby: (i) the aggregate amount of shares being 
repurchased ranged from 3.0 to 4.0 million shares and (ii) the repurchase 
price ranged from $20.00 to $22.00 per share. We also focused on one 
possible Dutch Tender scenario within the aforementioned range whereby the 
company would repurchase 3.5 million shares at a price of $20.50 per share.

In the first part of our analysis, we based our calculations on BRC's 
implied P/E multiple. However, after effecting such a recapitalization, the 
Company, without being burdened by such a large amount of excess cash, 
should begin to be valued more closely to its peer group of comparable 
companies. So we also performed our calculations using the representative 
P/E for BRC's comparable universe. To perform a comparable company 
analysis, we reviewed the results of the following companies which we 
believe to be comparable to BRC: Affiliated Computer Services, Inc., 
American Management Systems, Computer Management Sciences, F.Y.I. 
Incorporated, Keane, Inc., Lason, Inc., Maximus, Inc., SPR, Inc., Superior 
Consultant Holdings Corporation and Systems & Computer Technology


SCHEDULE 13D

CUSIP No. 227174109								Page 10 of 11 Pages

ITEM 7.  Exhibit A  (continued)

Corporation. We have determined that the trimmed mean l999E P/E for the 
comparable universe is approximately 20.5x (note: the trimmed mean excludes 
the highest and the lowest values of the group).

The general results of our recapitalization analysis follow: 

						     Value of 		Weighted
# Shares 			Repurchase	    Remaining 		Value per     % Increase
Repurchased		Price	     Shares 		Share(3) 	  over Offer(4)
3.5 million(l)		$20.50	   $20.85-$21.45   $20.78-$21.26   9.4%-11.3%
3.0-4.0 million(1)  $20-S22	   $20.15-$22.14   $20.11-$22.11   5.9%-16.4%
3.0-4.0 million(2)  $20-$22	   $23.03-$24.90   $22.50-$24.22  18.4%-27.5%

Notes:

{1)	Value of Remaining Shares is based on the pro forma EPS (which takes 
into account both the decrease in the fully diluted shares and the decrease 
in cash following the recapitalization) and the implied P/E multiples of 
17.8x in 1999 and 15.3x in 2000. 

(2) Value of Remaining Shares is based on the pro forma EPS and the trimmed 
mean P/E multiple for the comparable universe of 20.5x. 

(3) Weighted Value per Share assumes all shareholders participate in the 
repurchase on a pro rata basis. The Weighted Value is the weighted average 
of the Repurchase Price and the Value of Remaining Shares. 

(4) Based on Weighted Value per Share. 

You should note that all of our recapitalization scenarios assumed that the 
current cash balance is reduced by the merger termination fees and expenses 
totaling $13 million which are potentially due to Affiliated in the event 
of a recapitalization transaction.

Conclusion
Did the Board consider a recapitalization scenario such as the one outlined 
above or any other comparable scenario prior to making the decision to sell 
the Company? We believe that if the Board had considered such an 
alternative, it would have reached a much different conclusion as to how to 
maximize shareholder value. The Offer of $19 per share is clearly not a 
maximization of shareholder value. Rather than providing a premium to the 
shareholders, which is generally the case in change of control 
transactions, the shareholders are being asked to accept a substantial 
discount from the value that can be realized by the Company via a 
recapitalization, the minimum value a shareholder should be asked to 
accept.

Since this recapitalization scenario is a viable alternative to the current 
Offer, we request that you amend your schedule 14D-9 to include the full 
text of this letter and distribute it so all shareholders can benefit from


SCHEDULE 13D

CUSIP No. 227174109								Page 11 of 11 Pages

ITEM 7.  Exhibit A  (continued)

this information. We have discussed the highlights of this analysis with 
other large shareholders and intend to make the results of this analysis 
public if your schedule 14D-9 is not amended as requested.

We would be happy to discuss this and other alternatives for maximizing 
shareholder value with you. Thank you for your prompt attention to this 
matter. 

Sincerely,


Matador Capital Management Corporation
By: /s/ Jeffrey A. Berg
Jeffrey A. Berg, President


SIGNATURES

	After reasonable inquiry and to the best of my knowledge, I certify 
that the information set forth in this statement is true, complete and 
correct.

DATED:	November 25, 1998.

MATADOR CAPITAL MANAGEMENT CORP.			/s/ Jeffrey A. Berg
									Jeffrey A. Berg

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



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