
            [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

