SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         _______________
                           FORM 10-K/A

    [X]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF  THE
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
          For the fiscal year ended March 31, 1997
                               OR
    [   ]TRANSITION  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF
          THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          For   the   transition  period  from   ___________   to
          ___________
                Commission file number:  0-14897
                                
                   PLAYERS INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)
     
       Nevada                                95-4175832
(State  or  other jurisdiction
of incorporation or  organization)  (I.R.S. Employer Identification No.)

   Suite 800, 1300 Atlantic Avenue, Atlantic City, New Jersey
            (Address of principal executive offices)
                                
                              08401
                           (Zip Code)
                                
                         (609) 449-7777
      (Registrant's telephone number, including area code)

Securities  registered pursuant to Section 12(b) of  the  Act:
None

Securities  registered pursuant to Section 12(g) of  the  Act:
Common Stock, $.005 par value

Indicate by check mark whether the registrant (1) has filed all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
Yes   X   No

   Indicate  by  check  mark if disclosure of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.   [    ]

   As  of  July  10,  1997, the aggregate  market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrants was not less than $76,725,755.00.

   As  of  July  10, 1997, there were 32,563,312  shares  of  the
registrant's Common Stock outstanding.

  Documents Incorporated by Reference:

     None.
                            PART III

Item 10.   Directors and Executive Officers of the Registrant

     Information  concerning directors and executive officers  of
Players International, Inc. ("the Company"), as of July 10, 1997,
is as follows:

Name                        Age    Since  Present Position With the Company

Edward Fishman              54     1985   Chairman of the Board of Directors
Howard Goldberg             51     1986   President, Chief Executive Officer
                                          and Director
Thomas Gallagher            52     1992   Director
Marshall S.Geller           58     1989   Director
Lee Seidler                 62     1987   Director
Charles Masson              44     1996   Director
Earl Webb                   40     1996   Director
Lawrence Cohen              39     1996   Director
Peter J. Aranow             51      -     Executive Vice President-Finance,
                                          Treasurer and Secretary
John Groom                  52      -     Executive Vice President and Chief
                                          Operating Officer
Henry M. Applegate, III     50      -     Senior Vice President and Chief
                                          Financial Officer
Patrick Madamba,Jr.         35      -     Vice President and General Counsel
     
     Edward  Fishman has served as Chairman of the Board  of  the
Company  since 1985.  He served as Chief Executive  Officer  from
1985  until  December, 1995 and served as President  during  May,
1993.   Prior to his retirement as an active Company employee  in
September, 1996, his principal activities for the Company related
to  marketing, long-range development and strategic planning.  He
has  18 years of marketing experience in the casino industry  and
he has served as a marketing and strategic planning consultant to
casinos throughout the world.
     
     Howard Goldberg became President and Chief Operating Officer
of  the  Company  in May, 1993, and then became  Chief  Executive
Officer in December, 1995.  Prior to joining the Company, he  was
the managing shareholder practicing law in the Atlantic City, New
Jersey  law  firm  of Horn, Goldberg, Gorny,  Plackter,  Weiss  &
Perskie  ("Horn,  Goldberg"), which has represented  the  company
since  its  inception.   Since the advent  of  casino  gaming  in
Atlantic  City, Mr. Goldberg specialized in representing  casinos
in  New  Jersey  and  other  jurisdictions  for  development  and
regulatory  matters.  Mr. Goldberg's name remains a part  of  the
firm name of Horn, Goldberg, but he does not currently engage  in
any  firm-related  activities or  matters.   The  amount  of  any
payments  due  him from the firm is not affected by or  dependent
upon fees paid by the Company to Horn, Goldberg.
     
     Thomas  E.  Gallagher has served as Executive Vice President
and  General Counsel of Hilton Hotels Corporation since  July  1,
1997.   From April, 1992 through June, 1997, he was President  and
Chief  Executive Officer of The Griffin Group.  From November  1,
1993,  until  December, 1996, he served as a director,  and  from
May,  1995  to December, 1996, he served as President  and  Chief
Executive  Officer  of  Griffin  Gaming  &  Entertainment,   Inc.
(formerly  Resorts  International,  Inc.)  ("GG&E").    For   the
preceding  15 years, he was a partner in the law firm of  Gibson,
Dunn & Crutcher.
     
     Marshall S. Geller is the Chairman, Chief Executive  Officer
and founding partner of Geller & Friend Capital Partners, Inc., a
merchant  banking  investment company.  He was  formerly  interim
President  and  Chief  Operating  Officer  of  the  Company  from
November, 1992, through April, 1993, and now serves as  a  member
of  the  Compensation Committee, of which he  was  Chairman  from
September, 1995 to September, 1996.  From 1991 through 1995,  Mr.
Geller was the Senior Managing Partner and founder of Golenberg &
Geller, Inc., a merchant banking investment company.  Mr.  Geller
served  as  Vice  Chairman of Gruntal & Co. Inc.,  an  investment
banking firm, from 1988 to 1990.  From 1967 until 1988, he was  a
Senior  Managing  Director  of  Bear  Stearns  &  Co.  Inc.,   an
investment  banking firm ("Bear Stearns").   He  is  currently  a
director,  and  was  formerly the interim Co-Chairman  of  Hexcel
Corporation.    Mr.  Geller  is  a  director  of   Value   Vision
International,  Inc.  and serves as Chairman  of  its  Investment
Committee.  He also serves on the Boards of Ballantyne of  Omaha,
Inc. and Cabletel Communications  Corporation.  Mr. Geller previously 
served on the Boards of Styles -On- Video, Inc. and Dycam, Inc.
     
     Lee  Seidler  is a private investor.  He is affiliated  with
Bear  Stearns as Managing Director Emeritus.  From 1981 to  1989,
he  was  a  Senior Managing Director of Bear Stearns.   He  is  a
director of Synthetic Industries, Inc., The Shubert Organization,
Inc. and The Shubert Foundation.  Mr. Seidler is the Chairman  of
the Company's Audit Committee.
     
     Lawrence  Cohen has served as President and Chief  Executive
Officer  of the Griffin Group since July 1, 1997.  From  1988  to
June,  1997,  he  served as Executive Vice  President  and  Chief
Financial  Officer of the Griffin Group.  From 1986 to  1988,  he
was   Assistant   Corporate  Controller  of   Columbia   Pictures
Entertainment,  Inc.   Prior to 1986,  Mr.  Cohen  was  with  the
accounting firm of Paneth, Haber & Zimmerman.  He also served  as
a  Director  of Resorts International Hotel, Inc.  from  1994  to
December, 1996.  From 1994 until July, 1996, Mr. Cohen served  as
a  Director  of  Liberty  Broadcasting, Inc.,  a  privately  held
broadcasting  company.  Mr. Cohen is a member  of  the  Company's
Audit and Compensation Committees.

     Earl  E.  Webb  is the head of LaSalle Partners'  Investment
Banking   Group,   which   provides  real   estate   acquisition,
disposition  and  financing  services  to  clients  that  include
domestic and foreign corporations, pension funds, developers  and
financial  institutions.  He serves on the Board of Directors  of
LaSalle  Partners  and as a member of its management.   Mr.  Webb
serves as the Chairman of the Company's Compensation Committee.

      Charles M. Masson is an independent consultant and has been
President  of McCloud Partners, a private advisory  firm  in  New
York City since 1993.  He served as the Chairman of the Board  of
Directors of Cadillac Fairview Corporation Limited, a real estate
management  and development company from September, 1994  through
August,  1995, as a director of Salomon Brothers Inc.  from  1991
through  May,  1993, and as Vice President of  Salomon  Brothers,
Inc. from 1990 through 1993.  Mr. Masson served as a director  of
GG&E  from  November, 1993 until December, 1996.  He  is  also  a
director of Color Tile, Inc.

     Peter  J.  Aranow  joined the Company as an  Executive  Vice
President in May, 1993, became Secretary in September,  1993  and
Treasurer  in  March,  1996.  Mr. Aranow  also  served  as  Chief
Financial  Officer  of the Company from May,  1993  until  March,
1996.   From 1977 to May 1993, he was a Senior Managing  Director
in the investment banking department of Bear Stearns specializing
in the gaming industry.
     
     John  Groom  joined the Company as Executive Vice President,
Operations in January, 1996 and became Chief Operating Officer of
the  Company in September, 1996.  Mr. Groom has held a number  of
executive positions in the gaming industry, including the Caesars
organization,  serving  as  Senior  Vice  President  of   Caesars
Atlantic City from May, 1979 through June, 1993.
     
     Henry  M.  Applegate, III joined the Company as Senior  Vice
President  and  Chief  Financial Officer  in  March,  1996.   Mr.
Applegate   previously  served  as  Senior  Vice  President   and
Controller  of  Mirage Resorts, Inc. from September,  1992  until
January,  1996.   From  January, 1990  until  August,  1992,  Mr.
Applegate  served  as Senior Vice President and  Chief  Operating
Officer of Bally's Casino Resort in Reno, Nevada.
     
     Patrick  Madamba, Jr. joined the Company as  Vice  President
and  Associate General Counsel in January, 1995 and  became  Vice
President  and General Counsel to the Company on June  10,  1997.
From May, 1988 through January, 1995, he was associated with  the
law  firm  of  Horn, Goldberg.  From 1985 through 1988,  he  held
various positions at the Claridge Casino Hotel in Atlantic  City,
New Jersey, including the position of Regulatory Affairs Manager.
     
     Howard Goldberg and Lee Seidler are brothers-in-law.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a) of the Securities and Exchange Act  of  1934
requires the Company's executive officers and directors  to  file
initial  reports of ownership and reports of changes in ownership
with  the Securities and Exchange Commission.  Executive officers
and  directors  are required by SEC regulations  to  furnish  the
Company with copies of all Section 16(a) forms they file.   Based
solely  on a review of the copies of such forms furnished to  the
Company  and written representations from the Company's executive
officers  and directors, the Company believes that  none  of  its
executive  officers and directors failed to comply  with  Section
16(a)  reporting requirements in 1996 except for Marshall Geller,
who filed a late report concerning two transactions. 

Item 11.    Executive Compensation

Summary Compensation Table

     The following summary compensation table sets forth, for the
Company's last three fiscal years, the cash compensation paid  by
the  Company,  as  well  as certain other  compensation  paid  or
accrued for those years, to Howard Goldberg, the Company's  Chief
Executive  Officer and to each of the Company's other  four  most
highly  compensated executive officers along  with  three  former
executives  as  of  March  31,  1997  (collectively,  the  "Named
Executives"):
                                
                   Summary Compensation Table

                                                     Long-Term   
                                      Annual        Compensation
                                   Compensation           
                                                     Securities      
      Name and      Fiscal Year                      Underlying     All
Principal Position  Ending       Salary    Bonus     Options       Other
                    March 31,(1)                              Compensation
                                                                 
Edward Fishman          1997     $221,91      -          -       $2,000,0
Chairman of the         1996       8(1)       -          -         00(2)
Board                   1995     $500,00      -      600,000(3)      -
                                    0                                -
                                 $500,00
                                    0
                                                                     
Howard Goldberg         1997     $475,00      -      600,000(4)      -
President, Chief        1996        0         -          -           -
Executive Officer       1995     $500,00   $250,00   600,000(3)      -
and Director                        0         0           
                                 $500,00      
                                    0
                                     
                                                                 
Peter J. Aranow         1997     $300,00      -      150,000(5)      -
Executive Vice          1996        0         -      25,000(6)       -
President-Finance       1995     $350,00   $150,00   45,000(7)       -
                                    0         0           
                                 $300,00
                                    0
                                     
John Groom              1997     $300,00      -      100,000(8)      -
Chief Operating         1996        0         -      100,000(9)      -
Officer                 1995     $54,918      -          -           -
                                   (18)
                                    -
                                                                     
Henry M. Applegate,     1997     $200,00      -      50,000(10)      -
III                     1996        0         -      50,000(11)      -
Sr. Vice President      1995     $7,650(      -          -           -
and Chief Financial                18)
Officer                             -
                                                                     
Patrick Madamba,        1997     $139,82      -      15,000(12)      -
Jr.                     1996        9      $25,000    7,500(13)      -
Vice President and      1995     $127,35      -      15,000(14)      -
General Counsel                     6
                                 $23,288
                                   (18)
                                                                     
David Fishman           1997     $221,91      -          -       $2,000,0
Former Vice             1996       8(1)       -          -         00(2)
Chairman of the         1995     $500,00      -      600,000(3)      -
Board                               0                                -
and Director                     $500,00
                                    0
                                                                     
Steven P. Perskie       1997     $168,49      -      50,000(15)  $56,000(
Former Executive        1996       3(1)       -      25,000(16)     19)
Vice President,         1995     $325,00      -     150,000(17)      -
General Counsel and                 0                                -
Director                         $122,01
                                  9(18)
______________

(1)  Reflects compensation through retirement date of September
     9, 1996 for Edward and David Fishman and December 2, 1996
     for Mr. Perskie.
     
(2)  Pursuant to their retirement agreements, Edward and David
     Fishman each received $500,000 in cash in September, 1996
     and elected in March, 1997, to receive 301,884 shares each
     of Common Stock, with a market value of $1,500,000 at such
     time, in lieu of their remaining cash payments of
     $1,500,000.

(3)  Includes 150,000 shares subject to options granted on April
     14, 1994, with an exercise price of $11.50 per share and
     450,000 shares subject to options granted on March 1, 1995,
     with an exercise price of $16.50 per share.  With respect to
     each of Edward and David Fishman, 150,000 options to purchase
     Common Stock at $11.50 per share and 90,000 options to
     purchase Common Stock at $16.50 per share will remain
     outstanding for certain specified periods following their
     retirement date of September 9, 1996, and the remaining
     options depicted above expired unexercised.  Mr. Goldberg's
     options depicted above are subject to repricing and
     cancellation (see "Fiscal 1997 Option Repricing" and
     "Retirement, Employment and Change Of Control Agreements ").

(4)  Includes 375,000 shares subject to options granted on
     September 19, 1996, with an exercise price of $7.70 per share and
     225,000 shares subject to options granted on September 19, 1996, 
     with an exercise price of $8.47 (see "Fiscal 1997 Option Repricing").

(5)  Includes 50,000 shares subject to options and 100,000  Stock
     Appreciation Rights granted on September 19, 1996,  with  an
     exercise price of $7.70 per share.

(6)  Includes  25,000  shares  subject  to  options  granted   on
     November  17,  1995  with an exercise price  of  $13.56  per
     share.   The  options vest 20% on each of the first  through
     fifth anniversaries of the date of the grant.

(7)  Includes 45,000 shares subject to options granted on  April
     14,  1994,  with  an  exercise price of $11.50  per  share.   
     The options vest 20% on each of the first  and  second
     anniversaries of the date of the  grant, respectively, and the 
     remaining 60% of the options  vest  on  the third anniversary 
     of the date of the grant.

(8)  Includes  100,000  shares subject  to  options  granted  on
     September  19, 1996, with an exercise price of $7.00  per  share.
     The options vest 20% on each of the first through fifth anniversaries 
     of the date  of  the grant.

(9)  Includes  100,000  shares subject  to  options  granted  on
     January 24, 1996, with an exercise price of $9.25 per share.  The
     options vest  20%  on  each  of  the first  through fifth 
     anniversaries of the date of the grant.

(10)  Includes  50,000  shares  subject  to  options  granted  on
      September  19, 1996, with an exercise price of $7.00  per  share.
      The  options  vest  20% on each of the first  through  fifth
      anniversaries of the date of the grant.

(11)  Includes 50,000 shares subject to options  granted  on
      March 27, 1996, with an exercise price of $10.00 per share.   The
      options   vest  20%  on  each  of  the     first  through   fifth
      anniversaries of the date of the grant.

(12)  Includes  15,000  shares  subject  to  options  granted  on
      September  19,1996, with an exercise price of  $7.70  per  share.
      The options vest 20% on date of the grant and on each of the first 
      through fourth anniversaries of the date of grant (see "Fiscal 
      1997 Option Repricing").

(13) Includes 7,500 shares subject to options granted on November
     17,  1995,  with  an exercise price of  $13.56  per  share.   The
     options   vest   20%  on  each  of    the  first  through   fifth
     anniversaries of the date of the grant (see "Fiscal  1997  Option
     Repricing").

(14) Includes 15,000 shares subject to options granted on January
     23,  1995,  with  an  exercise price of $13.96  per  share.   The
     options vest 20% on each of the    first and second anniversaries
     of  the date of the grant, respectively, and the remaining 60% of
     the options vest on the third anniversary of the date of the
     grant (see "Fiscal 1997 Option Repricing").

(15)  Includes  50,000  shares  subject  to  options  granted  on
      September  19, 1996, with an exercise price of $7.70  per  share.
      The  options vest 20% on date of the grant and on each  of  the
      first through fourth anniversaries of the date of the grant  (see
      "Fiscal 1997 Option Repricing").

(16)  Includes  25,000  shares  subject  to  options  granted  on
      November  17, 1995, with an exercise price of $13.56  per  share.
      The  options  vest  20%  on each of    the  first  through  fifth
      anniversaries of the date of the grant (see "Fiscal  1997  Option
      Repricing").

(17)  Includes 150,000 shares subject to options granted on May 2,
      1994,  with  an exercise price of $13.25 per share.  The  options
      vest  20% on each of the  first and second anniversaries  of  the
      date  of  the grant, respectively, and the remaining 60%  of  the
      options vest on the third anniversary of the date of the
      grant (see "Fiscal 1997 Option Repricing").

(18) Represents  fiscal year compensation following  January  25,
     1996  for John Groom, March 18, 1996 for Henry M. Applegate,
     III,  January 23, 1995 for Patrick Madamba, Jr. and  May  2,
     1994  for  Steven P. Perskie, the dates when each became  an
     employee of the Company.

(19) Pursuant  to  Mr. Perskie's retirement agreement,  Mr.
     Perskie  received  $48,000 in severance benefits  in  fiscal
     year  1997.   An additional $8,000 was received pursuant  to
     his  consulting agreement.  Under these agreements with  the
     Company, Mr. Perskie receives monthly payments of $8,000 and
     $2,000 respectively through December, 1998.

No  other annual compensation or long-term incentive plan payouts
were paid during the fiscal year ending March 31, 1997.

Stock Option Grants

      The following table relates to options granted to the Named
Executives during the fiscal year ended March 31, 1997.

              Option/SAR Grants in Last Fiscal Year
                                                              
                                                      Potential
                                                      Realizable Value
               Individual                             at Assumed
               Grants                                 Annual Rates of
                                                      Stock Price
                                                      Appreciation for
                                                      Option Terms
                         % of Total                         
                           Options    Exercise                         
               Options   Granted to   Price    Expiration              
    Name        /SAR      Employees   Per      Date      5%      10%
               Granted    in Fiscal   Share  
                            Year
                                                              
Edward            -           -          -      -        -       -
Fishman   
                                                        
Howard         375,000      27.34     $7.70  10/1/99  $156,143  $617,340
Goldberg       225,000      16.41      8.47  9/19/01  $104,394  $630,803
                                                                  
Peter J.       50,000       3.65      $7.70  9/19/01  $ 61,699   $178,679
Aranow         100,000      7.29       7.70  9/19/01  $123,397   $357,357
                                                                  
John Groom     100,000 (1)  7.29      $7.00  9/19/02(1) $193,397 $427,357
                                               
Henry M.       50,000  (1)  3.65      $7.00  9/19/02(1) $ 96,699 $213,679
Applegate,III
                                                                  
Patrick        15,000       1.09      $7.70  9/19/01    $ 18,510 $ 53,604
Madamba, Jr.    

David Fishman      -           -          -       -         -       -

Steven P.      50,000       3.65      $7.70  9/19/01    $ 61,699 $178,679
Perskie                                      

(1)  Options  vest in 20% increments on each of the first through
     fifth  anniversaries of September 19, 1996.   These  options
     expire  on  September 19, 2001, except for the final  vested
     increment,  which  expires one year  following  vesting,  on
     September 19, 2002.

Stock Option Exercises

      The following table relates to options exercised during the
fiscal  year ended March 31, 1997 and options outstanding at  the
year end.
                                
               Aggregated Option Exercises in Last
          Fiscal Year and Fiscal Year End Option Value
                                
        Shares               Number of               Value of Unexercised
        Acquired             Unexercised             In-the-Money
        on       Value       Options at              Options at March 31,
Name    Exercise Realized    March 31, 1997          1997(2)
                             
                         Exercisable Unexercisable  Exercisable Unexercisable  
Edward  
Fishman  301,884 $1,500,000   150,000       -            -             -
Howard   
Goldberg       -          -   476,250 180,000            -             -
Peter J. 
Aranow         -          -   258,000 187,000            -             -
John Groom     -          -    20,000 180,000            -             -
Henry M.
Applegate, III -          -    10,000  90,000            -             -
Patrick    
Madamba, Jr.   -          -     3,000  12,000            -             -
David Fishman 
         301,884 $1,500,000   465,000       -            -             -
Steven P.     -           -    10,000  40,000            -             -
Perskie                                                
                                
(1)  See Note 2 to Summary Compensation Table.

(2)  Based  upon  the  aggregate sum of the  positive  difference
     between the Nasdaq National Market closing quotation for the
     Common  Stock on March 31, 1997 and the exercise  price  for
     each option, no outstanding options have inherent value.

FISCAL 1997 OPTION REPRICING

     On  September  19, 1996, the Compensation Committee  of  the
Board  of  Directors authorized an option repricing and  exchange
program  concerning  certain outstanding  stock  options  of  key
employees  and  executive  officers  who  are  critical  to   the
Company's  future success in order to provide a meaningful  long-
term  incentive  compensation  opportunity  in  light  of  recent
trading  prices for the Common Stock.  The repricing program  was
approved  on  September 19, 1996 at exercise prices equal  to  at
least a ten percent (10%) premium above the then-prevailing price
of  Common  Stock ($7.70 per share, based upon the September  19,
1996  closing quotation of $7.00 for Common Stock on  the  Nasdaq
National Market).  On such date, the Company also authorized  new
stock  option  grants  for  certain executive  officers  and  key
employees.

     Among  the  Named  Executives,  the  Compensation  Committee
authorized Howard Goldberg to exchange stock options to  purchase
375,000 shares of Common Stock at an exercise price of $11.83 per
share  for 375,000 stock options with an exercise price per share
of  $7.70 and stock options to purchase 600,000 shares of  Common
Stock  at  a weighted average exercise price of $15.25 per  share
for  options to purchase 225,000 shares of Common Stock at  $8.47
per  share;  Patrick Madamba, Jr. to exchange  stock  options  to
purchase  22,500  shares of Common Stock at  a  weighted  average
exercise price of $13.83 per share for options to purchase 15,000
shares of Common Stock at $7.70 per share; and Steven P. Perskie,
former  Executive  Vice President, General  Counsel  to  exchange
options  to purchase 175,000 shares of Common Stock at a weighted
average  exercise  price  of $13.30  per  share  for  options  to
purchase  50,000 shares of Common Stock at an exercise  price  of
$7.70   per  share.   Excluding  Named  Executives,  the  Company
permitted key employees to exchange an aggregate of 270,400 stock
options  with exercise prices ranging from $11.17 to  $19.75  per
share  for an aggregate of 177,300 stock options with an exercise
price of $7.70 per share.

RETIREMENT, EMPLOYMENT, AND CHANGE OF CONTROL AGREEMENTS

     Edward  Fishman and David Fishman Agreements.  On  September
9,  1996, the Company announced senior management changes and  an
expansion of its Board of Directors, and in connection therewith,
Edward  Fishman and David Fishman (the "Fishmans")  retired  from
the   Company  and  executed  separate  agreements  which  became
effective on September 9, 1996 (the "Retirement Agreements").

     Each  of the Retirement Agreements provide the Fishmans with
severance  benefits  equal  to  the  salary,  bonus  and   fringe
benefits,  perquisites and retirement accruals which  approximate
the  amounts  the  Fishmans were entitled to receive  during  the
succeeding  three  years assuming employment continued  with  the
Company and based upon such amounts and benefits paid to each  of
the  Fishmans  for  the  preceding three  years.   See  Executive
Compensation--Summary  Compensation  Table.   The  cash   amounts
associated  therewith would be payable in four equal installments
of  $500,000, less tax withholding, as of September 17, 1996  and
on  each  of the three succeeding anniversaries (the "Installment
Payments"),  subject to acceleration in certain events  described
below.   The Fishmans each received the first Installment Payment
of  $500,000  in  September, 1996.  With regard to  each  of  the
Fishmans,  the  Company  accelerated the vesting  of  outstanding
options  to  purchase 90,000 shares of Company  Common  Stock  at
$11.50 per share, which options were scheduled to vest in full on
April  14,  1997.   The Company also agreed that  Edward  Fishman
could exercise currently exercisable options through September 9,
1997, and that David Fishman could exercise currently exercisable
options  for  a  one-year  period  following  the  cessation   of
consulting  services on March 11, 1997 pursuant to his Retirement
Agreement.   The   Retirement   Agreements   also   provide   for
continuation, at current cost levels, of long-term care insurance
and  medical  insurance  through age 65, with  any  increases  in
future premiums payable by each of the Fishmans.

     The  Retirement  Agreements provide  that,  subject  to  the
consent of the Company, each of the Fishmans may request that all
or  any unpaid Installment Payment which was due or scheduled  to
become  due in the future be paid currently in the form of shares
of  Common Stock if written notice of such election was delivered
to  the  Company  (which,  when given,  represented  the  ("Stock
Election Date") and such election were not revoked prior  to  the
close  of business on the fourth trading day following the  Stock
Election  Date  (the  "Stock  Payment  Date").   Any  payment  so
authorized by the Company in the form of Common Stock  (a  "Stock
Payment") would be based upon the following fair market valuation
methodology:  the number of shares issuable pursuant to  a  Stock
Payment  shall  be determined based on the average reported  high
and  low trading prices of the Common Stock for each of the  five
trading  days beginning on the Stock Election Date and ending  on
the  Stock Payment Date, less applicable tax withholding; and any
Stock  Payment which satisfied part of, but not all of, the total
aggregate  outstanding Installment Payment deemed to satisfy  the
Installment Payment amounts in their reverse order of  due  date.
In  March,  1997  the  Fishmans each elected to  receive  301,884
shares  of  Common  Stock in lieu of their remaining  Installment
Payments of $1,500,000.

     The  Fishmans  have  agreed  to become  subject  to  certain
confidentiality, non-solicitation and non-competition agreements,
as  part  of the Retirement Agreements, which prohibit:  (i)  the
misuse   of   Company   confidential   information;   (ii)    the
solicitation, hiring, or the encouragement of any solicitation or
hiring  of any managerial or high-level Company employee for  one
year  following execution of the Retirement Agreements; and (iii)
competition with the Company within certain geographic limits for
one  year  following  execution  of  the  Retirement  Agreements.
Additionally, Edward Fishman has a verbal agreement to waive  all
directors fees.

      The  Company  has entered into employment  agreements  with
three executives, Howard A. Goldberg, Peter J. Aranow and Patrick
Madamba, Jr. ("Employment Agreements").  The Company has  entered
into  change of control agreements with two executives, Henry  M.
Applegate, III and John Groom.

      Employment Agreements for Howard A. Goldberg and  Peter  J.
Aranow.   In  1996,  the  Company  entered  into  new  Employment
Agreements with Howard A. Goldberg and Peter J. Aranow to replace
their  1993  agreements.   Mr.  Goldberg's  Employment  Agreement
extends  to  September  30,  1999, and  Mr.  Aranow's  Employment
Agreement  extends to September 30, 1998.   During the  terms  of
the respective Employment Agreements, Mr. Goldberg will serve  as
Chief Executive Officer of the Company, and Mr. Aranow will serve
as Executive Vice President-Finance and Treasurer of the Company.
Mr.  Goldberg's base compensation will be not less than  $450,000
per  year.  Mr. Aranow's base compensation will be not less  than
$300,000  per  year  for the period through March  31,  1997  and
$250,000 for the balance of the term of the Employment Agreement.
The   Board  may  grant  discretionary  bonuses  and  stock-based
compensation.  The executives, their spouses and dependents  will
be   provided  with  welfare  and  retirement  benefit  coverages
pursuant to the Employment Agreements.

      If the Company terminates an executive's employment without
cause (as defined in the applicable Employment Agreement), for  a
reason  other  than  death or disability,  or  in  the  event  of
constructive termination (as defined in the applicable Employment
Agreement), the executive  will be entitled to receive  severance
compensation upon his execution of a release of the Company as to
all  matters  arising  in  connection  with  his  employment  and
termination.  If the Employment Agreement expires at the  end  of
its  present  term or at the expiration of any  renewal  and  the
Company  has  not given six months prior notice of its  intention
not  to  renew, the executive will receive severance compensation
upon  execution  of  a  release of the  Company.   The  severance
compensation payable upon expiration of Mr. Goldberg's Employment
Agreement  on  September  30, 1999, or  Mr.  Aranow's  Employment
Agreement  on September 30, 1998, will consist of continued  base
compensation for a period of six months less the number of months
of  non-renewal  notice provided by the Company.   The  severance
compensation  payable in the other circumstances described  above
will  consist  of  continued  base compensation  and  performance
bonuses  for  a period of 12 months following his termination  of
employment  or,  if  longer,  to the  end  of  the  term  of  the
Employment  Agreement.   The executive  may  elect  to  have  the
present  value of the base compensation payments paid in  a  lump
sum  after  his  termination  of employment.   In  addition,  the
executive  will immediately vest in all stock options  previously
granted  to  him  and  may exercise the  options  for  12  months
following  his  date of termination, but in no event  beyond  the
expiration  of  the  option term; provided,  however,  that  such
accelerated vesting and continued exercisability shall not  apply
to  the  Non-Qualified Stock Option and Stock Appreciation  Right
granted to Mr. Aranow on September 19, 1996.  The executive  will
continue  to  participate  in the Company's  applicable  employee
benefit   programs  during  the  period  for  which  he  receives
severance  compensation (without regard to whether  payments  are
made  in  a  lump sum), unless the Company provides  him  with  a
payment equal to the cost of such coverage.

     If a change of control occurs and the Company terminates the
executive's  employment  without  cause  (including  constructive
termination),  or, in the case of Mr. Goldberg, if the  executive
terminates  employment  within 180 days  following  a  change  of
control because there has been a change of circumstances with the
Company  that affects his position or responsibilities such  that
he is no longer able to discharge his duties and responsibilities
effectively, the executive will be entitled to receive  severance
compensation.  In addition, if a change of control occurs and the
executive's  employment  is terminated without  cause  (including
constructive termination) within six months before the change  of
control,  the  executive will be entitled  to  receive  severance
compensation.   As severance compensation under  this  paragraph,
the  executive  will  receive a lump sum  payment  equal  to  the
present value of the base compensation that would be due him  for
a  period  of  36 months following his termination of employment,
based  on  his average annual base compensation for the  36-month
period preceding his termination, and a lump sum payment equal to
the  present value of the aggregate performance bonuses  that  he
received  for the 36-month period preceding his termination  (or,
in  the  case  of Mr. Goldberg, if greater, 150% of  the  largest
performance  bonus paid to him during the 36-month period).   The
executive  will immediately vest in all stock options  previously
granted  to  him  and  may exercise the  options  for  12  months
following  his  date of termination, but in no event  beyond  the
expiration  of the option term.  The executive will  continue  to
participate in the Company's applicable employee benefit programs
during  the  period for which he receives severance  compensation
(without  regard  to whether payments are made in  a  lump  sum),
unless the Company provides him with a payment equal to the  cost
of such coverage.

     The benefits provided under the Employment Agreements in the
event  of a change of control are limited by the Internal Revenue
Code  parachute  provisions.   If and  to  the  extent  that  the
benefits  to  be  provided  under the Agreements  are  considered
"excess  parachute payments" under section 280G of  the  Internal
Revenue Code, the benefits will be reduced to the maximum  amount
that  may  be  paid under section 280G without resulting  in  the
imposition of penalties on "excess parachute payments."

     For purposes of the Employment Agreements, the occurrence of
any  of  the  following  events will be considered  a  change  in
control:  (i) any person (except The Griffin Group, Inc., Company
management  as  of  the  effective date of  the  Agreements,  the
Company  or  any  employee benefit plan of  the  Company),  shall
become  the  beneficial  owner of 30% or more  of  the  Company's
voting  stock; (ii) consummation by the Company of  a  merger  or
similar  transaction with respect to which the persons  who  were
the  beneficial owners of the Company's voting stock  immediately
before   the  transaction  do  not,  following  the  transaction,
beneficially own more than 50% of the then outstanding shares  of
voting  stock  in  substantially the  same  proportion  as  their
ownership  before the transaction; (iii)  a complete  liquidation
or  dissolution of the Company; (iv) a sale or other  disposition
of  all or substantially all the assets of the Company other than
to  a  corporation with respect to which, following such sale  or
disposition,  more  than  50%  of  the  voting  stock  is   owned
beneficially by the persons who were the beneficial owners of the
Company's   voting  stock  immediately  before   such   sale   or
disposition  in  substantially  the  same  proportion  as   their
ownership before the sale or disposition; (v) individuals who, as
of  the  beginning of any 24-month period, constitute  the  Board
(the  "Incumbent  Board") cease for any reason to  constitute  at
least  a majority of the Board, provided that any individual  who
becomes  a director after the beginning of such period and  whose
election  or  nomination was approved by a vote  of  at  least  a
majority  of  the  directors then comprising the Incumbent  Board
shall  be  considered as though such individual were a member  of
the  Incumbent Board, but excluding, for this purpose,  any  such
individual  whose initial assumption of office is  in  connection
with  an actual or threatened Board election contest; or  (vi)  a
"change  in  control"  (as  defined  in  the  form  of  indenture
governing any indebtedness of the Company) shall have occurred.

     If the Company terminates the executive's employment because
of  the termination of his license to take part in the casino and
gaming  business  in  any  state in which  the  Company  conducts
business,  the executive will receive continued base compensation
for six months after his termination (or 12 months if the loss of
license was not the result of an activity that the executive knew
or should have known would result in the loss of his license).

      If  the executive dies, his base compensation will continue
to be paid for three months following the month of his death.  If
the  executive  is  disabled, he will  be  entitled  to  benefits
payable  under applicable plans of the Company.  In the event  of
death  or  disability, the Company will also pay a  proportionate
portion of any performance bonus for the year in which his  death
or   disability  occurs  or,  if  performance  results  are   not
available,  the applicable portion of the performance bonus  paid
to the executive for the prior year.

      If  the executive voluntarily terminates employment or  the
Company  terminates his employment for cause, the executive  will
be  prohibited from engaging in competition with the Company  for
one  year  following  such  termination.   If  the  executive  is
terminated  on  any other basis resulting in payments  under  the
Employment Agreement (without regard to whether the payments  are
made  in  a  lump  sum), the executive will  be  prohibited  from
engaging  in competition with the Company for a period  equal  to
the payment period.

      Employment Agreement for Patrick Madamba, Jr.  In 1997, the
Company  entered  into  a new Employment Agreement  with  Patrick
Madamba,  Jr.  to  replace  his 1995  agreement.   Mr.  Madamba's
Employment  Agreement extends to January 22, 1999.    During  the
term  of the Employment Agreement, Mr. Madamba will serve as Vice
President and General Counsel of the Company.  Mr. Madamba's base
compensation  will be not less than $150,000  per  year  for  the
period commencing January 23, 1997 through January 22, 1999.  The
Board   may   grant   discretionary   bonuses   and   stock-based
compensation.   The executive and his spouse and dependents  will
be   provided  with  welfare  and  retirement  benefit  coverages
pursuant to the Employment Agreement.

     If the Company terminates the executive's employment without
cause  (as  defined in the Employment Agreement),  for  a  reason
other  than  death or disability, or in the event of constructive
termination  (as  defined  in  the  Employment  Agreement),   the
executive  will  be  entitled to receive  severance  compensation
consisting of continued base compensation through the end of  the
term of the Employment Agreement, payable in a lump sum.

     If a change of control occurs and the Company terminates the
executive's  employment  without  cause  (including  constructive
termination)  within  two years after the change  of  control  or
within  six  months before the change of control,  the  executive
will be entitled to receive severance compensation.  As severance
compensation, the executive will receive a lump sum payment equal
to  the present value of  the base compensation that would be due
him  for  a  period  of 36 months following  his  termination  of
employment, based on his average annual base compensation for the
36-month period preceding his termination, and a lump sum payment
equal  to the present value of the aggregate performance  bonuses
that   he   received  for  the  36-month  period  preceding   his
termination.   The executive will immediately vest in  all  stock
options  previously granted to him and may exercise  the  options
for  12 months following his date of termination, but in no event
beyond  the  expiration of the option term.  The  executive  will
continue  to  participate  in the Company's  applicable  employee
benefit   programs  during  the  period  for  which  he  receives
severance  compensation (without regard to whether  payments  are
made  in  a  lump sum), unless the Company provides  him  with  a
payment  equal to the cost of such coverage.  "Change of control"
has   the   meaning  described  in  the  section  above  entitled
"Employment  Agreements  for Howard  A.  Goldberg  and  Peter  J.
Aranow."  The benefits provided under the Employment Agreement in
the  event  of  a change of control are limited by  the  Internal
Revenue  Code parachute provisions, as described in  the  section
above entitled "Employment Agreements for Howard A. Goldberg  and
Peter J. Aranow."

      If the executive voluntarily terminates employment with the
Company (unless he terminates employment after the expiration  of
the  term  of  the Employment Agreement because of the  Company's
failure to renew the Agreement on at least as favorable terms  as
the   current  Agreement),  or  if  the  Company  terminates  the
executive's  employment  for cause, the executive  is  prohibited
from  engaging  in  competition with the  Company  for  one  year
following such termination.

      Change  of Control Agreements.  The Company has approved  a
form  of  change  of  control agreement ("Agreements")  for  two
executives,  Henry M. Applegate, III and John  Groom,  that  will
provide   severance  benefits  in  the  event   the   executive's
employment  is terminated as a result of a change of  control  of
the   Company.    If  the  Company  terminates  the   executive's
employment  other  than for cause (as defined in  the  Agreement)
within  two years after a change of control or within six  months
before  a  change  in  control, or if  the  executive  terminates
employment  for good reason (as defined in the Agreement)  within
such  period, the executive will be entitled to receive severance
benefits.   The  severance benefits include a  lump  sum  payment
equal  to the present value of  the executive's base compensation
that would be due to him for a period of 36 months following  his
termination  of  employment,  based on  the  executive's  average
annual  base  compensation for the 36-month period preceding  his
termination, and a lump sum payment equal to the present value of
the aggregate performance bonuses that the executive received for
the  36-month period preceding his termination.  In addition, the
executive   will  continue  to  participate  in   the   Company's
applicable employee benefit programs during the period for  which
the  executive  receives severance benefits, unless  the  Company
provides the executive with a payment equal to the cost  of  such
coverage.   The  benefits  under  the  Agreements  are   limited,
however,  by  the Internal Revenue Code parachute provisions,  as
described  in  the section above entitled "Employment  Agreements
for Howard A. Goldberg and Peter J. Aranow."

     For purposes of the Agreements, the occurrence of any of the
change  of  control  events  described  above  under  "Employment
Agreements  for Howard A. Goldberg and Peter J. Aranow"  will  be
considered  a  change  of control, unless  the  Board  determines
otherwise before the event occurs.  An event may be considered  a
change  of  control for purposes of other plans or agreements  of
the  Company  without being considered a change  of  control  for
purposes of these Agreements.

     Upon execution, each form of Agreement will continue through
December  31,  1998; provided that if a change of control  occurs
during   the   term   of  the  Agreement,  the   Agreement   will
automatically continue in effect for 24 months after the month in
which the change of control occurs.

COMPENSATION OF DIRECTORS

       Effective  October  1,  1996,  the  Company  amended   its
compensation  package for directors who were not  also  full-time
employees   of   the  Company  ("Non-employee   Directors")   and
established a reduced annual compensation rate of $25,000 (versus
$40,000),  payable in quarterly installments (the "Annual  Fee");
established a policy whereby Committee Chairs received a  fee  of
$5,000  (the "Committee Chair Fee"); awarded a fair market  value
stock  option  grant for 22,500 shares on the date of  the  grant
(October  1, 1996) to the Non-employee Directors (Messrs.  Cohen,
Gallagher, Geller, Masson, Seidler and Webb) reduced the size  of
stock  option  awards (the "Annual Grant") from 22,500  to  5,000
options;  and reset the award date for Annual Grants to the  date
of  election  of directors at the Annual Meeting of  Stockholders
commencing  with  the 1997 Annual Meeting of  Stockholders.   The
Company  also established in its stock-based compensation program
for  Non-employee  Directors an initial  grant  of  22,500  stock
options  exercisable  at a price equal to the fair  market  value
per  share of Common Stock on the date of grant for each director
who joined the Board.  Fifty (50%) of the October 1, 1996, option
grant  will  vest as of the date of the grant, with  the  balance
vesting  upon the first re-election to the Board after completion
of   the first full year of service as a Director.  Future Annual
Grants  will  be immediately exercisable as of the  date  of  the
grant.   In  addition, directors are paid an  attendance  fee  of
$1,000  for actual attendance at Board or Committee meetings  and
$250 for attendance by telephone at any such meetings.  Fees  for
Committee meetings are limited to one fee per day, in addition to
any  fee  for  attendance at a Board meeting on  that  day.   The
Company reimburses the directors for reasonable expenses incurred
in attending Board of Committee meetings.

Item  12.    Security Ownership of Certain Beneficial Owners  and
Management
     
     The  following table sets forth, as of the close of business
on  July  10,  1997,  certain information  with  respect  to  the
beneficial  ownership of Common Stock:  (i) by each director  and
executive officer of the Company; (ii) by all executive  officers
and directors, as a group;  and (iii) by each stockholder who was
known  to  the Company to be the beneficial owner, as defined  in
Rule  13d-3  under  the  Securities Exchange  Act  of  1934  (the
"Exchange Act"), of more than 5% of the Common Stock.   As  noted
below,  certain ownership information is presented as of December
31,  1996,  the  last  date for reporting  significant  ownership
positions  by certain institutions under Securities and  Exchange
Commission ("SEC") rules.  Each of the persons listed  below  has
sole  voting  and investment power with respect to  such  shares,
unless otherwise indicated.

                                  NUMBER OF SHARES
                                   BENEFICIALLY  PERCENT OF CLASS
NAME  OF  BENEFICIAL  OWNER(1)           OWNED       BENEFICIALLY
OWNED

The Griffin Group, Inc.          4,267,350(2)          13.10%
Edward Fishman.                  1,701,843(3)           5.20%
Thomas Gallagher                 1,084,800(4)           3.32%
Howard Goldberg                           (5)           2.53%
Peter J. Aranow                    300,000(6)               *
Lawrence Cohen.                    232,350(7)               *
Marshall S. Geller.                218,377(8)               *
Lee Seidler                        179,000(9)               *
John Groom.                        161,500(10)              *
Charles M. Masson                   11,250(11)              *
Earl E. Webb.                       11,250(12)              *
Henry M. Applegate, III             10,000(13)              *
Patrick Madamba, Jr.                 3,000(14)              *
All directors and executive
officers as a group (12 persons) 4,748,750(15)         13.98%
Legg Mason, Inc..........        2,521,500(16)          7.74%
Neuberger & Berman, LLC          1,631,300(17)          5.01%

* Less than 1%.

(1)  The address of The Griffin Group, Inc. ("Griffin Group")  is
     780 Third Avenue, Suite 1801, New York, New York 10017.  The
     address   for   Thomas  Gallagher  is  c/o   Hilton   Hotels
     Corporation,   The  Beverly  Hilton  Hotel,  9876   Wilshire
     Boulevard,  Beverly  Hills,  California.   The  address  for
     Lawrence  Cohen  is c/o The Griffin Group, Inc.,  780  Third
     Avenue,  Suite 1801, New York, New York 10017.  The  address
     for  Edward  Fishman,  Howard Goldberg,  John  Groom,  Peter
     Aranow, Henry M. Applegate, III and Patrick Madamba, Jr., is
     c/o Players International, Inc., 1300 Atlantic Avenue, Suite
     800,  Atlantic  City,  New Jersey 08401.   The  address  for
     Marshall  Geller  is c/o Geller & Friend  Capital  Partners,
     Inc., 1875 Century Park East, #2300, Los Angeles, California
     90067.   The address for Lee Seidler is c/o Bear  Stearns  &
     Co.  Inc., 12th Floor - Research, 245 Park Avenue, New York,
     New  York 10167.  All of the individuals named in the table,
     except John Groom, Peter J. Aranow, Henry M. Applegate,  III
     and Patrick Madamba, Jr. are directors of the Company as  of
     July  10,  1997.  The address for Legg Mason  is  111  South
     Calvert Street, Baltimore, Maryland  21202.  The address for
     Neuberger  & Berman, LLC is 605 Third Avenue, New York,  New
     York  10158-3698.

(2)  Based  upon  information contained in  Amendment  No.  3  to
     Schedule 13D, dated January 31, 1997, as filed with the SEC.
     The  holdings do not include the holdings of Lawrence Cohen,
     President and Chief Executive Officer of The Griffin Group.

(3)  Includes 150,000 shares that are subject to options that are
     exercisable  within  60 days of July  10,  1997  ("currently
     exercisable") and 60,000 shares held in trust in the name of
     Edward Fishman's children.

(4)   Includes  135,000  shares that  are  subject  to  currently
      exercisable options.

(5)   Includes 36,717 shares held in trust and in the name of Mr.
      Goldberg's family members and 476,250 shares that are 
      subject to currently exercisable options.

(6)   Includes  285,000  shares that  are  subject  to  currently
      exercisable options.

(7)   Includes  11,250  shares  that  are  subject  to  currently
      exercisable options.

(8)   Includes  152,877  shares that  are  subject  to  currently
      exercisable options.

(9)   Includes  135,000  shares that  are  subject  to  currently
      exercisable options.

(10)  Includes 20,000 shares that are subject  to  currently
      exercisable  options  and 10,000 shares held  in  trust  for  
      Mr. Groom's children.

(11)  Includes 11,250 shares that are subject  to  currently
      exercisable options.

(12)  Includes  11,250  shares  that  are  subject  to  currently
      exercisable options.

(13)  Includes 10,000 shares that are subject  to  currently
      exercisable options.

(14)  Includes  3,000 shares that are subject  to  currently
      exercisable options.

(15)  Includes 1,400,877 shares that are  subject  to  currently
      exercisable options.

(16)  Reflects  holdings  as of December  31,  1996  reported  in
      Schedule 13G filed with the SEC. The beneficial  owner's  address
      is 111 South Calvert Street, Baltimore,  Maryland   21202.  
      Of the  shares  listed,  2,400,000 shares  are  held by Legg 
      Mason Special Investment  Trust,  Inc., with  Legg  Mason  Fund 
      Advisor,  Inc. having  power  to  dispose
      thereof.   The  remaining shares are held by various  clients  of
      Legg  Mason  Managed Investment Portfolio and Legg Mason  Capital
      Management, Inc., which have power to dispose thereof.

(17)  Reflects  holdings  as of December  31,  1996  reported  in
      Amendment  No.  1  to  Schedule 13G  filed  with  the  SEC.   The
      beneficial   owner's address is 605 Third Avenue, New  York,  New
      York  10158-3698.  Includes 49,000 shares subject to sole  voting
      power,  1,545,000  shares  subject to  shares  voting  power  and
      1,631,000 shares subject to sole dispositive power.

Item 13.  Certain Relationships and Related Transactions

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     On  December  31,  1996, a license (the  "Griffin  License")
expired  between  the Company and The Griffin  Group,  a  company
controlled  by  Mr.  Merv  Griffin, a major  stockholder  of  the
Company,   under   which  Mr.  Griffin  acted   as   the   public
representative  for all of the Company's riverboat  and  dockside
casinos.   In  addition,  Mr. Griffin  provided  other  services,
principally of a promotional nature. The Company's right  to  Mr.
Griffin's  services was exclusive in the riverboat  and  dockside
casino industry, with certain exceptions related to Mr. Griffin's
other casino interests.
     
     In consideration of Mr. Griffin's services under the Griffin
License,  the  Company,  in 1992, issued  to  The  Griffin  Group
warrants  to  purchase 2.1 million shares of Common Stock  at  an
exercise  price  of $2.67 per share (on a split-adjusted  basis).
The  warrants were exercised in November and December, 1996.   In
addition, the Griffin License required the Company to pay  annual
fees to The Griffin Group for each riverboat casino facility tied
to   the   respective  casino's  earnings  fiscal   year   before
depreciation, interest and taxes ("EBDIT") for the year.  The fee
was  not payable with respect to the Metropolis facility and  the
Company's  original riverboat at the Lake Charles  facility,  the
Players  Lake Charles Riverboat, through December 31, 1996.   The
Griffin  Group  was  also  entitled to reimbursement  of  certain
expenses and indemnification against certain claims.  Mr. Griffin
was  also  entitled to additional compensation, as negotiated  in
good faith, if he hosted, produced or performed in any shows at a
Company casino.

      Subsequent to the end of fiscal year 1996, the Company  and
The Griffin Group entered into an agreement to modify the Griffin
License  to  reflect the extension of its terms to the  Company's
second riverboat casino in Lake Charles, the Star Riverboat,  and
its land-based casino in Mesquite effective as of the opening  of
each  facility.  The EBDIT fees that would have been payable with
respect to these two additional facilities were replaced with one
lump-sum  payment  of approximately $300,000  for  Mr.  Griffin's
services  at these facilities through the period ending  December
31, 1996.
     
CERTAIN TRANSACTIONS
     
     During  the year ended March 31, 1997, the Company purchased
approximately $312,000 in merchandise from Marketing  Innovations
International,  Inc.  ("MII").  Edward and David  Fishman,  along
with  their brother, Stanley Fishman (who resigned as a  director
of  the Company effective March 31, 1994), own a majority of  the
common  stock  of  MII.   In  the opinion  of  the  Company,  the
merchandise  purchased  from  MII, was  acquired  in  arms-length
transactions at prices comparable to that which could  have  been
obtained from unaffiliated vendors for comparable merchandise.