p-i                UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                                  
                            FORM 8-K/A
                                 
                          CURRENT REPORT
                                 
              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                  
                          November 20, 1996
         Date of Report (Date of earliest event reported)

                            BRC HOLDINGS, INC.
      (Exact Name of Registrant as Specified in its Charter)
                          
         Delaware                 0-8615            75-1533071     
     (State or Other Jurisdiction   (Commission        (IRS Employer
          of Incorporation)          File Number)     Identification No.)


               1111 W. Mockingbird Lane     
                    Suite 1500            
                Dallas, Texas                         75247    
        (Address of Principal Executive Offices)      (Zip Code)
                          
                         (214) 688-1800                     
       (Registrant's Telephone Number, Including Area Code)

                              None     
 (Former name, former address and former fiscal year, if changed since last
 report)                                                              

Background Information

This Form 8-K/A is amending and restating in its entirety the Form 8-K filed
by BRC Holdings, Inc. ("BRC") dated November 20, 1996 (the "Original Filing").
In the Original Filing, BRC reported combined revenues and net income for BRC
and The Pace Group, Inc. ("The Pace Group") for the ten months ended October
31, 1996.  These results were reported based upon accounting for the September
5, 1996 merger of The Pace Group with a wholly-owned subsidiary of BRC as a
pooling of interests.  Subsequent to the Original Filing, BRC filed on a
separate Form 8-K, dated December 15, 1996, a press release announcing its
agreement to divest its election systems  business unit.  Consequently, BRC's
continued treatment of the merger with The Pace Group as a pooling of interest
is not consistent with Accounting Principles Board Opinion No. 16, "Business
Combinations".  Therefore, BRC submits this Current Report on Form 8-K/A to
reflect the combined revenues and net income of BRC and The Pace Group for the
ten months ended October 31, 1996, treating the merger as a purchase for
accounting purposes.
 P-2
The Original Filing is amended and restated in its entirety to reflect the
following:

Item 5.   Other Events.

On September 5, 1996, BRC consummated the merger of The Pace Group with a
wholly-owned subsidiary of BRC.  Under the terms of the agreement, BRC issued
432,835 shares of its common stock in a tax-free exchange for all of the record
and beneficial interests held by The Pace Group security holders.  The Pace
Group, headquartered in Dallas, Texas, provides consulting, development and
management services to purchasers and providers of health care services.  BRC
accounted for the transaction as a purchase for accounting purposes.

The combined revenues and net loss for BRC and The Pace Group for the ten
months ended October 31, 1996 were as follows:

 p-ii                                  (Unaudited, Restated)
                                                Ten months ended
                                                October 31, 1996

Revenues:

     BRC . . . . . . . . . . .                    $119,584,000
     The Pace Group. . . . . .                       1,697,000
          Total . . . . . . .                     $121,281,000

Net income (loss):

     BRC . . . . . . . . . . .                    $ (3,831,000)
     The Pace Group. . . . . .                         170,000 
          Total . . . . . . .                     $ (3,661,000) 

See accompanying Notes.
 p-iii       
                              BRC HOLDINGS, INC.
                    NOTES TO THE COMBINED OPERATING RESULTS
                                 (Unaudited)

1.   The combined operating results included herein have been prepared by BRC
     Holdings, Inc. (the "Company" or "BRC") without audit.  Certain
     information and footnote disclosures normally included in financial
     statements have been condensed or omitted.  These combined operating
     results should be read in conjunction with the consolidated condensed
     financial statements and related notes contained in the Company's 1996
     report on Form 10-Q/A for the period ended September 30, 1996 and the
     consolidated financial statements and related notes contained in the
     Company's 1995 annual report on Form 10-K.  In the opinion of management,
     the combined operating results contain all adjustments necessary to
     present fairly the results of operations of the Company for the ten months
     ended October 31, 1996.  These adjustments include recurring accruals and
     a pro rata portion of certain estimated expenses.  Management believes the
     procedures followed in preparing these combined operating results are
     reasonable under the circumstances, but the accuracy of the amounts in the
     operating results are in some respects dependent upon facts that will
     exist and procedures that will be performed by the Company later in the
     fiscal year.

2.   The results of operations for the ten months ended October 31, 1996 are
     not necessarily indicative of the results to be expected for the full year.

3.   Results of operations for the ten months ended October 31, 1996 include a
     $15,266,000 pre-tax charge to earnings, primarily associated with the
     write-off of goodwill and other intangible assets of the Company's
     "HealthSource" technology outsourcing business unit within its Health Care
     division.  The charge was determined in accordance with Statement of
     Financial Accounting Standards No. 121, "Accounting for Long-lived Assets".
     The charge was a result of the cancellation of certain customer
     contracts with the Sisters of Providence Health System.
 p-iv
 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly  authorized.

                                      BRC HOLDINGS, INC.
                                         (Registrant)


                                    By


DATE: February 24, 1997             [S] J. L. Morrison
                                    J. L. Morrison             
                                    President and Chief Operating
                                     Officer



DATE: February 24, 1997             [S] Thomas E. Kiraly                
                                    Thomas E. Kiraly
                                    Chief Financial Officer
                                     (Principal Financial Officer 
                                       and Principal Accounting Officer)