FIRST AMENDMENT TO OPTION AGREEMENT

   1
                                                                  EXHIBIT 10.58

                                FIRST AMENDMENT
                              TO OPTION AGREEMENT

         This First Amendment to Option Agreement is hereby made to amend that
certain Option Agreement entered into by and between D. Xxxxxxx Xxxxx, an
individual, and TTO Partners, a California limited partnership, on the one hand
(collectively, "Optionors"), and Sports Club, Inc. of California, a California
corporation ("Optionee"), on the other, on October 20, 1994 ("Option
Agreement") as follows:

1.       Paragraph 3.1 is hereby amended by deleting the first line thereof and
adding in its place and stead the following:

         "3.1.   The date, if any, upon which Optionors cease to control at a
minimum 15% of the outstanding Common Stock of The Sports Club Company, Inc.;
or"

2.       All other terms and conditions of the Option Agreement shall remain in
full force and effect.


Dated as of May 27, 1997


OPTIONORS:                /s/ D. Xxxxxxx Xxxxx              
                          --------------------------------------
                          D. Xxxxxxx Xxxxx, an individual



                          TTO Partners,
                          a California limited partnership

                          By:   Talla Development Company,
                                a California corporation, as
                                General Partner



                          By:  /s/ D. Xxxxxxx Xxxxx              
                               ----------------------------------
                                D. Xxxxxxx Xxxxx, President




OPTIONEE;                 Sports, Club, Inc. of California,
                          a California corporation




                          By: /s/ Xxxx X. Xxxxxxx               
                              ----------------------------------
                              Xxxx X. Xxxxxxx, President