<PAGE>
Prospectus Supplement Rule 424(b)(3)
(To Prospectus, dated February 6, 1998) Registration No. 333-44165
FAMILY GOLF CENTERS, INC.
$115,000,000 5 3/4% Convertible Subordinated Notes Due 2004
3,141,473 Shares of Common Stock
None of the share figures in this Prospectus Supplement have been adjusted
to give effect to a three-for-two stock split effected in the form of a stock
dividend declared on May 4, 1998 to holders of record of the Common Stock on
April 20, 1998.
This Prospectus Supplement relates to the resale of up to $115,000,000
aggregate principal amount of 5 3/4% Convertible Subordinated Notes due 2004
(the "Notes") of Family Golf Centers, Inc., a Delaware corporation (the
"Company"), issued to the initial purchasers of the Notes (the "Initial
Purchasers") in private placements consummated on October 16, 1997 and
November 14, 1997, the resale of up to 3,087,248 shares of common stock, par
value $.01 per share (the "Shares" or "Common Stock"), of the Company which
are initially issuable upon conversion of the Notes by any holder thereof and
to the offering that may be made from time to time of up to 54,225 Shares, by,
or for the accounts of, the holders thereof (the "Selling Security Holders").
This Prospectus Supplement reflects a change in information as to the names of
or amounts owned by certain Selling Security Holders from that set forth in
the Prospectus. See "Selling Security Holders" and "Plan of Distribution."
The following table sets forth certain information, as provided by or on
behalf of the Selling Security Holders named below, with respect to the
principal amount of Notes held by such Selling Security Holder and the number
of Shares issuable upon conversion of the Notes. This information was accurate
as of the date such information was provided to the Company. The respective
amounts set forth may have increased or decreased due to trading in the
Private Offerings, Resales and Trading through Automate d Linkages ("PORTAL")
market or otherwise since the date such information was provided. The Notes
and Shares of Common Stock offered pursuant to the Registration Statement, of
which this Prospectus Supplement forms a part, may be offered from time to
time in whole or in part by the Selling Security Holders named below. Any or
all of the Notes or Shares of Common Stock listed below may be offered for
sale by the Selling Security Holders from time to time and therefore no
estimate can be given as to the pr incipal amount of Notes or the number of
Shares that will be held by the Selling Security holders upon termination of
this offering (except that in each case, such number will represent less that
1% of the Common Stock outstanding, unless otherwise indicated). Other than
their ownership of the Company's securities, none of the Selling Security
Holders listed below has had any material relationship with the Company within
the past three years. The percentage of Notes outstanding after the Offering
is 0% for each of the Selling Security Holders.
<TABLE>
<CAPTION>
PRINCIPAL NUMBER OF PERCENTAGE OF
AMOUNT OF NOTE NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY CONVERSION COMMON STOCK OUTSTANDING
OWNED THAT SHARES THAT OWNED BEFORE NUMBER OF AFTER THE
NAME MAY BE SOLD MAY BE SOLD THE OFFERING SHARES OFFERED OFFERING
---- ----------- ----------- ------------ -------------- --------
<S> <C> <C> <C> <C> <C>
McMahan Securities 270,000 7,248 0 7,248 0%
LDG Limited (1) 500,000 1,342 0 1,342 0%
Hamilton Partners, Ltd. 1,750,000 46,980 0 46,980 0%
TQA Arbitrage Fund, L.P. 750,000 20,134 0 20,134 0%
TQA Vantage Fund, Ltd. 3,000,000 80,537 0 80,537 0%
<FN>
(1) As to all of the Notes owned by LDG Limited, TQA Investors exercises
shared power of disposition under an agreement with LDG Limited. LDG Limited
does not disclaim beneficial ownership of the Notes.
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is April 27, 1998.
