42
THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON JUNE 30, 1998
PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION.

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         _______________
                            FORM 10-K

    [X]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF  THE
          SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended March 31, 1998
                               OR
    [   ]TRANSITION  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF
          THE SECURITIES EXCHANGE ACT OF 1934
          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  June  25,  1998, the aggregate  market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrants was not less than $114,000,000.

   As  of  June  25, 1998,  there were 31,941,737 shares  of  the
registrant's Common Stock outstanding.

  Documents Incorporated by Reference:

      The  information  required by Part III of  this  report  is
incorporated  by reference from the Registrant's Proxy  Statement
to be filed with the Commission not later than 120 days after the
end of the fiscal year covered by this report.
                             PART I
Item 1.   Business

General

     Players  International,  Inc. (the "Company")  is  a  multi-
jurisdictional  gaming  company  with  operations  in   Illinois,
Louisiana,  Missouri  and  Kentucky.   The  Company  operates   a
cruising   riverboat   casino   in  Metropolis,   Illinois   (the
"Metropolis Riverboat"), two cruising riverboat casinos  in  Lake
Charles,  Louisiana (the "Lake Charles Riverboats"), two dockside
riverboat  casinos in Maryland Heights, Missouri (the  "Company's
Maryland Heights Casinos") and the Players Bluegrass Downs  horse
racetrack in Paducah, Kentucky ("Players Bluegrass Downs").   The
Metropolis  Riverboat, which is the only riverboat  operating  in
Southern  Illinois, attracts patrons from its target  markets  in
Illinois,  Indiana, Kentucky, Missouri and Tennessee.   The  Lake
Charles   Riverboats  serve  the  Houston,  Texas  and  southwest
Louisiana markets.   On March 11, 1997, the Company and  Harrah's
Entertainment,  Inc.  ("Harrah's")  each  opened   two   dockside
riverboat  casinos  and  jointly  opened  a  landside  hotel  and
entertainment    facility   in   Maryland    Heights,    Missouri
(collectively, the "Maryland Heights Facility").
     
     The Company's marketing and operational strategy is designed
to   provide  its  guests  with  superior  customer  service  and
entertainment value for their gaming dollar and focuses on middle-
income  customers  who  live within  a  150-mile  radius  of  the
Company's  facilities.   The  Company's  sites  are  conveniently
located  near  frequently traveled interstate highways  and  have
easy access and ample parking to satisfy the demands of local and
frequent visitors.  On-site customer service efforts are intended
to  establish personal relationships with patrons that result  in
ongoing  loyalty  to, and repeat patronage of, Players'  casinos.
Player  tracking systems record gaming activity and corresponding
complimentary  expenses  in a player  database  from  which  each
property  targets  its best players with special  offers  through
direct mail.
     
     In  September,  1996, the Company determined  to  focus  its
financial  resources  and  core  operating  competencies  on  its
Metropolis,  Illinois and Lake Charles, Louisiana facilities  and
its   Maryland   Heights,  Missouri  dockside   casino   project.
Consistent   with  this  focus,  the  Company  subsequently   (i)
eliminated development efforts in emerging and developing  gaming
jurisdictions, (ii) sold its unprofitable land-based  casino  spa
and  resort in Mesquite, Nevada (the "Mesquite Property"),  (iii)
reduced   senior   management  and  corporate  staff   that   had
concentrated  on  development activities  and  (iv)  disposed  of
assets  held  for  future development and assets  that  were  not
needed  for  its  core  operating focus.  The  Company's  capital
expenditures since that time have been used to complete and  open
the  Maryland Heights Facility in March, 1997, open a new island-
themed  dining and entertainment barge at the Metropolis facility
in  December,  1997, and acquire, in January,  1998,  a  269-room
hotel formerly operated as the Lake Charles Holiday Inn, which is
located  adjacent  to  the Company's Lake Charles  facility  (the
"Lake Charles Holiday Inn Acquisition").
     
     The  Company's  principal executive offices are  located  at
1300  Atlantic Avenue, Suite 800, Atlantic City, New Jersey 08401
(Telephone: 609-449-7777).

Metropolis Operations

     The  Metropolis  facility commenced operations  on  February
23,  1993  and is the only riverboat casino operating in southern
Illinois.   The  Company holds one of ten statutorily  authorized
gaming  licenses in Illinois.  Under Illinois law,  licenses  are
renewed  annually after the first three years of  operation.  The
Metropolis  gaming license was most recently renewed for  a  one-
year period in February, 1998.
     
     The  Metropolis  facility  offers  a  four  deck  historical
replica  of  a paddlewheel riverboat.  The riverboat  features  a
fully-equipped Las Vegas style casino that contains approximately
22,000 square feet of gaming space.  The casino is equipped  with
900 slot machines and 50 table games for a total of approximately
1,200   gaming  positions  as  defined  by  Illinois  regulation.
Beginning  in  June,  1995, the Company  changed  its  Metropolis
cruising  schedule from a three-hour cruise to a two-hour  cruise
in order to increase patron boarding opportunities.
     
     The  docking site at the Metropolis facility includes a  new
$9.6 million dining and entertainment facility which was added in
December,  1997.   This 27,000 square foot barge has  a  tropical
theme  and offers a 300-seat upgraded buffet facility, a 140-seat
fine  dining facility, a new entertainment lounge, a queuing  and
guest services area and a VIP area.  The Metropolis facility  has
approximately 1,400 automobile and bus parking spaces.
     
     The  Company also holds a 12.5% limited partnership interest
in a joint venture which constructed a 120-room hotel adjacent to
the  Metropolis facility.  The hotel opened in March, 1994.   The
Company  is entitled to a discounted rate for a specified  number
of  hotel rooms used for casino guests.  The Company also leases,
under  a  ten-year  agreement, a 350-seat cabaret  style  theater
adjacent  to  the  hotel, which is used for  special  events  and
promotions.
     
     The  Metropolis  facility  is  located  approximately  three
miles from U.S.  Interstate 24, a major highway through Illinois,
Kentucky  and  Tennessee.   Passenger counts  are  higher  during
warmer  weather (from late Spring through early Fall) than during
the  Winter  months.  The Company anticipates that this  seasonal
passenger count trend will continue in the future.
     
Lake Charles Operations

     The  Lake Charles facility commenced operations in the  City
of Lake Charles, Louisiana on December 8, 1993 with one riverboat
casino, the Players Lake Charles Riverboat.  In January 1995, the
Company  acquired  all  interests in  a  partnership  that  owned
another fully-equipped Las Vegas style riverboat casino, the Star
Riverboat,  which previously operated for one and one-half  years
on  Lake  Pontchartrain near New Orleans.  The Company  relocated
the  Star  Riverboat to Lake Charles and reopened  it  in  April,
1995.   The  Company presently holds two of a current maximum  of
fifteen  statutorily  authorized  riverboat  casino  licenses  in
Louisiana.   Under  Louisiana law, licenses are initially  issued
for a term of five years and then considered for renewal annually
thereafter.   The initial Players Lake Charles Riverboat  license
will expire December 6, 1998.  The initial Star Riverboat license
will expire August 9, 1998.
     
     The  Players  Lake Charles Riverboat and the Star  Riverboat
are  docked  at a common docking site.  The Players Lake  Charles
Riverboat  is a fully-equipped three deck Las Vegas style  casino
that has approximately 29,200 square feet of gaming space and  is
equipped with 998 slot machines and 60 table games for a total of
approximately  1,427 gaming positions.  The Star Riverboat  is  a
fully-equipped  three  deck  Las  Vegas  style  casino  that  has
approximately 21,730 square feet of gaming space and is  equipped
with  729  slot  machines  and 46 table  games  for  a  total  of
approximately  1,069  gaming positions.  Both  the  Players  Lake
Charles Riverboat and the Star Riverboat operate staggered three-
hour  cruises  up  to 24 hours a day.  While  each  riverboat  is
required  by state law to cruise, the staggered cruise  schedules
allow  the  Company to offer patrons the equivalent  of  dockside
gaming  since  a  riverboat is almost continually  available  for
boarding by patrons at the docking site.
     
     The  Lake  Charles  facility features the Players  Hotel,  a
Company-owned  land  based  134-room  hotel  with   meeting   and
entertainment   space   and  a  60,000   square   foot   floating
entertainment "Island." Riverboat casino passengers walk  through
the  Island, which is connected to the Players Hotel by a covered
walkway, to board the Players Lake Charles Riverboat and the Star
Riverboat.  The Island offers a tropical theme with lush foliage,
waterfalls  and rockscapes.  The Island includes a gift  shop,  a
150-seat upscale restaurant, a 350-seat buffet restaurant, a 145-
seat  sports  bar,  and a 50-seat Cajun themed  snack  bar.   The
Island  also  offers  a large queuing area and  a  pirate  themed
animatronics  show for guests to view on their way to  board  the
riverboats.   The  Company also maintains  a  permanently  moored
barge of approximately 10,000 square feet adjacent to the Island,
which  houses an employee breakroom, administrative  offices  and
mechanical rooms.
     
     On  January  9, 1998, the Company completed the  acquisition
of a 269-room hotel formerly operated as the Lake Charles Holiday
Inn,  for  a total purchase price of approximately $19.2 million.
The  Company's management believes that the Lake Charles  Holiday
Inn  Acquisition will allow it to enhance its Lake Charles gaming
operations  by  offering additional hotel rooms as  part  of  its
marketing programs and increasing the length of stay of traveling
patrons,  thereby increasing traffic to the casinos.  The  hotel,
which is located adjacent to the Company's Lake Charles property,
is not operated as a Holiday Inn-franchised hotel.
     
     Parking  facilities at the Lake Charles facility consist  of
a  540  space,  on-site multi-story parking garage,  a  270-space
surface  parking  area obtained through the Lake Charles  Holiday
Inn  Acquisition and several off-site surface parking  facilities
that  provide  approximately 900 additional  automobile  and  bus
parking spaces.
     
     The  Company recently reached an agreement with the City  of
Lake Charles, both to settle certain litigation with the City and
to  establish a permanent method of calculating the admission fee
payable to the City on the Company's two Lake Charles Riverboats.
Under  the  new agreement, which began as of March 1,  1998,  the
Company will pay the City both a percentage of gaming revenue  in
lieu of a per-passenger admission fee, and a fixed annual payment
of approximately $544,000 per year for ten years.  The percentage
payment  is subject to certain minimum payments, as specified  in
the agreement.  See "--Louisiana Gaming Regulation."
     
     The  City  of Lake Charles and the surrounding area  have  a
population  of approximately 300,000 adults of legal  gaming  age
within  a  50-mile  radius.  The Lake Charles facility's  primary
market  area  also includes such population centers  as  Houston,
Beaumont,  Galveston, Orange and Port Arthur, Texas and Lafayette
and Baton Rouge, Louisiana.  Approximately 4.4 million adults  of
legal  gaming  age  reside within 150 miles of the  Lake  Charles
facility.   The  Lake  Charles facility is  situated  immediately
adjacent  to U.S. Interstate 10 which connects Houston,  Beaumont
and  Lake Charles providing easy access to the casinos.  The Lake
Charles  Riverboats draw over half of their patrons  from  Texas,
due  in  large  part to the current absence of  legalized  casino
gaming in Texas.  The facility faces direct competition from Isle
of  Capri  casino, situated approximately one mile from the  Lake
Charles  facility,  and  the land-based Coushatta  Indian  casino
situated in Kinder, Louisiana, approximately 35 miles away.
     
     Road  construction is tentatively scheduled to begin on U.S.
Interstate  10  near  the  Company's  Lake  Charles  facility  in
September, 1998 and is scheduled to be completed in March,  1999.
The  construction  will result in lanes of   U.S.  Interstate  10
being  closed for periods of time, although the Company has  been
advised  that  one  Eastbound lane and one  Westbound  lane  will
always  remain  open, permitting access to and from  the  casino.
The Company does not know what effect, if any, the traffic delays
caused  by  road  construction will  have  on  patronage  to  the
facility,  although  significant  delays  may  adversely   impact
patronage to the Company's facility.
     

Maryland Heights Operations

     On  March  11,  1997,  the Company  and  Harrah's  opened  a
riverboat  casino  entertainment facility  in  Maryland  Heights,
Missouri, a suburb of St.  Louis.  The Maryland Heights  Facility
offers   four  permanently  moored,  dockside  riverboat  casinos
totaling approximately 120,000 square feet of gaming space.   The
four  casinos  at  the Maryland Heights Facility are  permanently
moored to a land-based 95,000 square foot entertainment facility,
which  has  a  turn-of-the-century St. Louis theme  and  includes
retail shops, two 125-seat specialty restaurants (the Company and
Harrah's each operate one of the specialty restaurants),  a  540-
seat buffet, a 125-seat entertainment lounge, a variety of retail
stores,   a   child  care  facility,  10,000   square   feet   of
convention/meeting space, a 9,000 square-foot sports  bar  and  a
1,850 space parking garage and 2,650 surface parking spaces  (the
"Maryland Heights Entertainment Facility").  The Maryland Heights
Facility  also  offers  a 291-room hotel with  12  luxury  suites
(individually,  the "Maryland Heights Hotel," and  together  with
the   Maryland  Heights  Entertainment  Facility,  the  "Landside
Facility").
     
     The  Company and Harrah's each individually manage,  operate
and  market two of the four permanently moored, dockside  casinos
pursuant  to  separate gaming licenses.  The  Company's  Maryland
Heights  Casinos have total gaming space of approximately  60,000
square  feet and are equipped with, in the aggregate, 1,334  slot
machines  and  80 table games for a total of approximately  1,814
gaming positions.  The Company's Maryland Heights Casinos feature
a  tropical  island  theme  with  lush  foliage,  waterfalls  and
rockscape.   In accordance with Missouri gaming regulations,  one
of the Company's two casinos remains open for patron boarding for
a  _  hour  period while the other Company casino  is  closed  to
boarding,  and only one casino facility is open for  boarding  at
any given time.  Only one of the Harrah's casinos at the Maryland
Heights Facility is likewise open for boarding at any given time.
The  Company's  Maryland Heights Casinos pay  Harrah's  a  ground
lease  payment based upon a percentage of their annual net gaming
revenue.
     
     Both  the  Company  and  Harrah's  are  50%  owners  of  the
Maryland  Heights Joint Venture, the entity which  (i)  owns  the
Maryland Heights Entertainment Facility and the Maryland  Heights
Hotel  and  (ii)  owns the dockside barges  that  house  each  of
Harrah's  and  the Company's casino operations  at  the  Maryland
Heights  Facility.   Under the agreement governing  the  Maryland
Heights  Joint  Venture  (the  "Maryland  Heights  Joint  Venture
Agreement"), each of Players and Harrah's (i) is entitled to  50%
of  all  profits, and is responsible for 50% of all losses,  from
the  Landside Properties (excluding profits and losses from  each
entity's  separately  operated specialty  restaurant),  (ii)  was
responsible for the fit-out, furnishings and equipment at its own
specialty restaurant and casinos, and (iii) derives all  profits,
and  is  responsible for all losses, from its separately operated
specialty   restaurant   and  casinos.   The   Company   expended
approximately  $26.5  million for the  fit-out,  furnishings  and
equipment  of  its separately operated specialty restaurant   and
casinos,  including approximately $12.6 million for slot machines
and  other  gaming equipment.  The Company's share of  the  total
project  cost, excluding capitalized interest, approximates  $141
million.
     
     The  Maryland Heights Facility is strategically  located  to
attract patrons from a local population base of approximately 2.3
million in the greater St.  Louis metropolitan region.  The  site
features  easy  accessibility, a high level of drive-by  traffic,
and  is  located  adjacent to the Riverport  Amphitheater,  which
currently attracts 500,000 visitors per year.
     
     Pursuant   to   a   separate   management   agreement   (the
"Management  Agreement"), an affiliate of  Harrah's  manages  the
Maryland  Heights  Hotel and the Maryland  Heights  Entertainment
Facility,   with   the  exception  of  the  Company's   specialty
restaurant and retail space. The Management Agreement has a basic
term  that  expires on December 31, 2005, with  fourteen  renewal
terms of five years each.
     
     The Company maintains separate riverboat casino licenses for
each  of  its two casinos that are issued by the Missouri  Gaming
Commission.   Each  license is for a  one  year  term.   Missouri
Gaming  regulations  limit patron gaming to  $500  per  two  hour
cruise  session.  In addition, while the Company's two  riverboat
casinos are permanently moored, state law requires the Company to
simulate two hour cruises.

      The Company is involved in certain litigation regarding the
constitutionality  of  gaming facilities (such  as  the  Maryland
Heights  Facility)  located upon artificial  basins  fed  by  the
Missouri  River.   See Part I, Item 3, W. Todd Akin,  et  al.  v.
Missouri Gaming Commission.  Based on the outcome of the November
referendum  and  subsequent  court proceedings,  the  possibility
exists  that  the Company could be forced either to remediate  or
close the Maryland Heights Facility.

Players Bluegrass Downs Operations

      Players  Bluegrass Downs, a racetrack located  in  Paducah,
Kentucky, was acquired by the Company in November, 1993 and holds
live racing meets each Fall as well as year-round simulcasting of
horse  racing events.  During the year when live race  meets  are
not  scheduled, the racetrack facilities are leased  for  special
events and activities.  During the fourth quarter of fiscal 1997,
the  Company reevaluated Players Bluegrass Downs, determined that
the  investment was impaired, and wrote down the  facility  to  a
value  of  $475,000.  During fiscal 1999, the  Company  plans  to
begin  operating  Players Bluegrass Downs as a harness  racetrack
and  discontinue the thoroughbred racing that previously had been
conducted.
     
Discontinued Mesquite Operations

     On  February  28, 1997, the Company entered  into  an  Asset
Purchase Agreement with RBG, LLC to sell substantially all of the
assets  constituting its unprofitable Mesquite Property  for  $29
million  cash  and  a  $1.5  million  two-year  promissory  note.
Following final consummation of the sale transaction, the Company
ceased operating the Mesquite Property on June 30, 1997.

Competition

     The  casino  gaming  industry includes  land-based  casinos,
dockside  casinos,  cruising  riverboat  casinos  and  land-based
casinos  on Indian reservations.  The gaming industry  is  highly
competitive  and  is  composed of a large  number  of  companies.
Numerous  states have legalized gaming and several  other  states
are  considering the legalization of gaming in designated  areas.
Indian  gaming  on tribal land also continues to  expand.   As  a
result  of  the proliferation of gaming, the Company's operations
have  been  adversely affected.  New gaming facilities that  have
opened in markets served by the Company's facilities have diluted
the  market  by  competing for existing patrons of the  Company's
facilities.  The Company anticipates this trend will continue  as
new  competition  comes on line and existing competitors  enhance
their  facilities.   In  addition, many of the  Company's  direct
competitors  have significantly greater resources as compared  to
those  of  the Company.  Competitors with greater resources  than
the  Company enjoy a competitive advantage since they  have  more
flexibility  in  the  manner in which they  manage,  operate  and
expand their facilities.
     
     The   Metropolis   facility's  closest   gaming   competitor
operates  in  Evansville, Indiana, approximately 110 miles  away.
Another  competing  riverboat casino operates in  Caruthersville,
Missouri,  which  is  approximately 120 miles  southwest  of  the
Metropolis  facility.  A competitor plans to open a casino  hotel
resort  in  late-1998 in Corydon, Indiana, across from Louisville
Kentucky,  approximately 200 miles from Metropolis.   While  this
facility  should  have limited direct impact on  Metropolis,  the
introduction  of additional capacity could intensify  competition
for  all  existing  gaming  operators in  Southern  Illinois  and
Indiana  for  patrons  residing in common shared  outer  markets,
specifically  patrons  residing  in  Tennessee.   The  Metropolis
facility  faces  further  competition  as  additional  riverboats
become  licensed  in  Southern Indiana and Missouri.   Metropolis
also  experiences significant competition for Tennessee  patrons,
as  well  as  some Illinois and Missouri patrons,  from  dockside
casinos  in  Tunica, Mississippi.  Casinos operating  in  Tunica,
Mississippi  enjoy  a competitive advantage  over  the  Company's
Metropolis facility since they offer permanently moored, dockside
facilities while the Company's riverboat is required to cruise by
state law.
     
     The  Lake  Charles  facility faces direct  competition  from
Isle  of  Capri, which opened with one Las Vegas style  riverboat
casino on July 29, 1995 in Westlake, Louisiana, approximately one
mile from the Company's facility.  In May 1996, the Isle of Capri
opened  a  105,000 square foot pavilion which offers  a  489-seat
buffet,  a live entertainment facility, retail operations  and  a
1,400  space  parking garage.  In July, 1996, the Isle  of  Capri
opened  a second Las Vegas style riverboat casino.  The first  of
the  Isle  of  Capri's  two  riverboat casinos  presently  offers
approximately  24,700 square feet of gaming space with  892  slot
machines  and  46  table games, while the other riverboat  casino
offers approximately 24,200 square feet of gaming space with  944
slot  machines  and  48  table games.  A  241-room  hotel  and  a
restaurant  constructed  by Isle of Capri  opened  in  September,
1997.   Construction  of another hotel has also  been  announced.
Eastbound   travelers  from  Texas  and  western   Louisiana   on
Interstate  10  are  able to access the Isle of  Capri  prior  to
reaching the Company's facility.
     
     The  Lake  Charles  facility also faces  direct  competition
from  the land-based Coushatta Indian casino facility in  Kinder,
Louisiana.   The  Coushatta facility, which  opened  in  January,
1995,  and expanded in August, 1995, is a Las Vegas style  casino
that  currently offers approximately 71,000 square feet of gaming
space,  2,100  slot machines and 72 table games.  Grand  Casinos,
Inc.,  which  manages the facility, has also  opened  an  upscale
restaurant  and a 200-pad RV park.  Construction on  a  650  room
hotel is underway, and further expansion plans, which include  an
additional  27,000  square feet of gaming space,   an  additional
restaurant,  and a golf course have been announced.  In  addition
to  the Coushatta facility, the Lake Charles facility competes to
a   lesser  degree  with  riverboat  operators  in  Baton  Rouge,
approximately  125 miles east of Lake Charles,  the  New  Orleans
area,  approximately  200 miles east of  Lake  Charles,  and  the
Shreveport/Bossier  City area, which is approximately  180  miles
north of Lake Charles.
     
     In the 1997 Regular Session of the Louisiana Legislature,  a
law  was  passed  authorizing the operation of slot  machines  at
three  horse  racing tracks in Louisiana, including  a  racetrack
situated  in  Calcasieu Parish (the same Parish as the  Company's
Lake  Charles facility), Delta Downs.  Under the law, before slot
machines  can  be operated at Delta Downs (a) voter  approval  is
required through a local referendum election in Calcasieu  Parish
and  (b)  companion legislation must be passed by  the  Louisiana
Legislature  to  establish the tax rate  to  be  levied  on  slot
machine  revenues.   In  the Fall of 1997,  voters  in  Calcasieu
Parish  voted not to authorize the operation of slot machines  at
Delta Downs.  In addition, the Louisiana Legislature, in its 1998
Fiscal  Session,  failed to pass such companion tax  legislation.
However,  the law provides that another local referendum  may  be
conducted every two years, and companion tax legislation  may  be
considered in any future session of the Louisiana Legislature.
     
     The  Company's Maryland Heights Casinos compete with all  of
the  gaming operators in the greater St. Louis market,  including
the  Company's  joint venture partner, Harrah's, the  nearby  St.
Charles Station in St. Charles, Missouri, the President Riverboat
in  downtown  St.   Louis, Missouri, the Alton  Belle  in  Alton,
Illinois and the Casino Queen in East St.  Louis, Illinois.   The
Company's  joint  venture  partner,  Harrah's,  has  1,395   slot
machines  and  60 table games for a total of approximately  1,755
gaming  positions.   The  President facility  operates  a  single
gaming facility with 1,065 slot machines and 60 table games for a
total  of approximately 1,601 gaming positions.  The St.  Charles
facility consists of two riverboat gaming facilities with a total
of  1,792  slot  machines  and 90 table  games  for  a  total  of
approximately 2,387 gaming positions.  Additionally, St.  Charles
has  announced  a  $190  million  expansion  project,  for  which
construction  has  been halted for at least  a  temporary  basis.
Casino Queen operates a single riverboat with 1,011 slots and  52
table  games for a total of approximately 1,323 gaming positions.
Alton  Belle  has a total of 684 slots and 35 table games  for  a
total   of  approximately  894  gaming  positions.   As  Illinois
operators,  neither  the Casino Queen nor  the  Alton  Belle  are
subject  to  the  same  loss  limits  per  passenger  imposed  in
Missouri.   The  Company's Maryland Heights Casinos  may  compete
with additional riverboats in the St.  Louis metropolitan area to
the  extent that additional licenses, if any, are granted by  the
Missouri Gaming Commission.

Employees

     As  of  June  12, 1998, the Company had approximately  3,700
employees,  including 850 employed in Metropolis, 1,781  employed
in  Lake  Charles,  44 employed at Players Bluegrass  Downs,  990
employed  in  Maryland Heights and 36 employed in  the  Company's
corporate  and administrative offices.  The Company believes  its
relations with its employees are generally good.

Gaming Regulation

     The  Company  is  subject to state and  Federal  laws  which
regulate   businesses   generally   and   the   gaming   business
specifically.  Below is a brief description of some of  the  more
significant  regulations to which the Company  is  subject.   All
laws  are subject to change and different interpretations.   This
is  especially  true with respect to current laws regulating  the
gaming  industry,  since  in  many  cases  these  laws  and   the
regulatory agencies applying them are relatively new.  Changes in
laws or their interpretation may result in the imposition of more
stringent, burdensome and expensive requirements, or the outright
prohibition of an activity.
     
Illinois Gaming Regulation
     
     The  Riverboat  Gambling  Act  of  Illinois  (the  "Illinois
Riverboat  Act")  currently  authorizes  a  five-member  Illinois
Gaming Board to issue up to ten riverboat gaming licenses.  Eight
additional  licensees  are currently operating  in  Illinois.   A
ninth  license was not renewed by the Board.  The status of  this
license  renewal remains pending until final action by the  Board
after  administrative  procedures are  completed.   The  Illinois
General Assembly is currently entertaining legislation to  expand
the  number  of permitted riverboat gaming licenses  beyond  ten.
Each owner's license entitles the licensee to own and operate  up
to  two  riverboats  (with a combined maximum  of  1,200  "gaming
positions,"  as  such  term is defined under  Illinois  law)  and
equipment  thereon from a specified dock site.  The  duration  of
the   license  initially  runs  for  a  period  of  three  years.
Thereafter, the license is subject to renewal on an annual  basis
upon,  among other things, a determination by the Illinois Gaming
Board that the licensee continues to meet all of the requirements
of  the  Illinois Riverboat Act and the Illinois  Gaming  Board's
Rules.  The Illinois Gaming Board issued an owner's license to  a
wholly-owned  subsidiary  of  the  Company  for  its   Metropolis
facility  in  February, 1993.  The Metropolis facility's  license
was  most recently renewed in February, 1998.  All licensees have
a continuing duty to maintain suitability for licensure.
     
     The  Illinois Riverboat Act and Illinois Gaming Board  Rules
grant  the  Illinois  Gaming  Board  extensive  jurisdiction  and
specific  powers  and duties for the purposes  of  administering,
regulating  and enforcing the system of riverboat gaming.   These
powers are far reaching and include the power to limit, proscribe
or  effectively rescind the payment of dividends or the repayment
of   indebtedness  to  the  Company  in  certain   circumstances,
including   any   adverse  financial  condition,  default,   non-
compliance  or insolvency of any Subsidiary or the Company.   The
Illinois Gaming Board may revoke, suspend or place conditions  on
licenses  or  fine licensees, in any case as the Illinois  Gaming
Board  may see fit and in compliance with applicable laws of  the
State  of  Illinois regarding administrative procedures  and  may
suspend  an  owner's license, without notice or hearing,  upon  a
determination that the safety or health of patrons  or  employees
is  jeopardized  by  continuing  a  riverboat's  operation.   The
suspension  may remain in effect until the Illinois Gaming  Board
determines  that the cause for suspension has been  abated.   The
Illinois  Gaming  Board  may revoke the owner's  license  upon  a
determination  that the owner has not made satisfactory  progress
toward abating the hazard.
     
     A  holder  of an owner's license is required to  obtain  all
licenses  from  the  Illinois  Gaming  Board  necessary  for  the
operation  of a riverboat, including a liquor license, a  license
to prepare and serve food, and all other necessary licenses.  All
sales,  use, occupation and excise taxes which apply to food  and
beverages apply to sales aboard riverboats.
     
     All  riverboats must be accessible to disabled persons, must
be either a replica of a 19th century Illinois riverboat or be of
a  casino  cruise  ship design, and must comply  with  applicable
Federal and state laws, including U.S.  Coast Guard regulations.
     
     A  person employed at a riverboat gaming operation must hold
an  occupation  license  from the Illinois  Gaming  Board,  which
permits  the  holder to perform only activities  included  within
such  holder's level of occupation license or any lower level  of
occupation license.  The Illinois Gaming Board also requires that
officers,  directors and other key persons of a gaming  operation
be  licensed.  In addition, a riverboat licensee can purchase  or
lease  gaming equipment or supplies only from a supplier who  has
been issued a supplier's license by the Illinois Gaming Board.
     
     As  a  condition  to  maintaining an  owner's  license,  the
licensee  must,  among  other things, submit  detailed  financial
information  and other information to the Illinois  Gaming  Board
including  an  annual  audit by an independent  certified  public
accountant, selected by the Administrator of the Illinois  Gaming
Board, of the financial transactions and conditions of the  total
operations  of  a  holder  of an owner's license,  including  the
condition  of the licensee and its internal control system.   The
holder  of  an  owner's  license must prepare  and  send  to  the
Administrator,  and the independent certified  public  accountant
selected  by  the  Administrator, a written  response  to  issues
raised  by  such  accountant's reports  on:  (i)  the  procedures
required to be performed by such accountant on a quarterly  basis
with respect to certain aspects of the licensee's operations; and
(ii)  the annual audit referred to above.  Among other continuing
obligations,  the  holder of an owner's license  has  a  duty  to
promptly  disclose  any material changes in  the  information  it
provides to the Illinois Gaming Board.  The holder of an  owner's
license must report promptly to the Administrator of the Illinois
Gaming Board any facts which the holder has reasonable grounds to
believe  indicate  a violation of law (other than  minor  traffic
violations),  an  Illinois  Gaming  Board  Rule,  or  a  holder's
internal  controls  committed by suppliers or licensed  employees
including,  without  limitation,  the  performance  of   licensed
activities  different than those permitted under  their  license.
The  duty  to disclose changes in information previously provided
to  the Illinois Gaming Board continues throughout the period  of
licensure.  A duty exists to promptly disclose the identity of  a
compensated  agent acting on behalf of the holder of  an  owner's
license with regard to action by the Illinois Gaming Board.
     
     A  holder of an owner's license is subject to the imposition
of  fines, suspension or revocation of its license for any act or
failure  to  act  on the part of the licensee or  its  agents  or
employees that is injurious to the public health, safety, morals,
good  order  or  general welfare of the people of  the  State  of
Illinois  or  that  would  discredit or  tend  to  discredit  the
Illinois  gaming  industry or the State of  Illinois,  including,
without  limitation: (i) failing to comply with or make provision
for  compliance with applicable legal requirements including  the
Illinois Riverboat Act, the rules promulgated thereunder  or  any
other  applicable  Federal, state or local law or  regulation  or
order  or  failure by the holder of an owner's license to  comply
with  or make provisions for complying with the holder's internal
controls;  (ii) failing to comply with any rule, order or  ruling
of  the Illinois Gaming Board or its agents pertaining to gaming;
(iii)  receiving  goods or services from  a  person  or  business
entity which does not hold any required supplier's license;  (iv)
being  suspended  or  ruled ineligible for a  gaming  license  or
having  a  gaming license revoked or suspended in  any  state  or
gaming jurisdiction; (v) associating with, either socially or  in
business  affairs, or employing persons of notorious or  unsavory
reputation  or  who  have extensive police records  or  who  have
failed to cooperate with any officially constituted investigatory
or  administrative body, if public confidence and trust in gaming
would  thereby be adversely affected; and (vi) employing  in  any
Illinois riverboat gaming operation any person known to have been
found  guilty  of  cheating  or  using  any  improper  device  in
connection with any game.
     
     Minimum  and maximum wagers on games are not established  by
regulation  but  are  left  to the discretion  of  the  licensee;
however,  wagering  may  not be conducted  with  money  or  other
negotiable currency.  Riverboat cruises are limited to a duration
of  four  hours,  and pursuant to the language  of  the  Illinois
Riverboat Act, no gaming may be conducted while the riverboat  is
docked.   Illinois Gaming Board Rule, Section 3000.500, currently
permits gaming during the 30-minute time periods at the beginning
and  end  of  a  cruise while the passengers  are  embarking  and
disembarking  (total gaming time per cruise is  limited  to  four
hours, however, including the pre- and post-docking periods).  In
addition,  pursuant  to  Illinois  Gaming  Board  Rule,   Section
3000.510,  dockside  gaming is permitted if the  captain  of  the
riverboat  reasonably determines that it is unsafe to cruise  due
to  inclement weather, mechanical or structural problems or river
icing.   In  such event, the riverboat must be cleared  at  least
once  every  four hours, at which time a new gaming  session  may
commence; patrons may leave the vessel at any time but  may  only
board  the  vessel  during the first 30  minutes  of  the  gaming
session.   Pronouncements by the Illinois Gaming  Board  indicate
that  the explanations for failure to cruise pursuant to Illinois
Gaming  Board Rule, Section 3000.510 will be closely  scrutinized
and  that  any  abuse  of  the rule will result  in  disciplinary
actions,  which  may  include, among other  things,  any  of  the
following: cancellation of future cruises, penalties,  fines  and
suspensions or revocation of license.  No person under the age of
21  is  permitted to wager, and wagers may only be taken  from  a
person  present  on  a  licensed  riverboat.   With  respect   to
electronic gaming devices, the payout percentage may not be  less
than 80% nor more than 100%.
     
     Effective  January  1,  1998,  the  Illinois  Riverboat  Act
enacted  a  graduated wagering tax, from 15% to 35% of   adjusted
gross  receipts  from  gaming.  The  tax  is  calculated  at  the
following  rates  per  calendar year:  15% up  to  and  including
$25,000,000;  20%  in  excess of $25,000,000  but  not  exceeding
$50,000,000;  25%  in  excess of $50,000,000  but  not  exceeding
$75,000,000;  30%  in  excess of $75,000,000  but  not  exceeding
$100,000,000; and 35% in excess of $100,000,000.  The tax imposed
is  to be paid by the licensed owner to the Illinois Gaming Board
on the day after the gaming day when the wagers were made.  Prior
to  1998, the wagering tax rate was a flat 20% of adjusted  gross
receipts  from  gaming.  The Illinois legislation  also  requires
that licensees pay a $2.00 admission tax for each person admitted
to a gaming cruise.
     
     An  ownership  interest in a business entity (other  than  a
publicly traded corporation) which has an interest in a holder of
an  owner's  license  may  only  be  transferred  or  pledged  as
collateral with the permission of the Illinois Gaming Board.  Any
person  or  entity who or which, individually or  in  association
with   others,   acquires  directly  or  indirectly,   beneficial
ownership  of  more than 5% of any class of voting securities  or
non-voting  securities convertible into voting  securities  of  a
publicly traded corporation which holds an ownership interest  or
a  beneficial  interest in the holder of an  owner's  license  is
required  to  file a Personal Disclosure Form  1.   The  Illinois
Gaming Board, however, takes the position that it may require any
individual or entity seeking a transfer of an ownership  interest
in  an owner's license to file a Personal Disclosure Form 1.  The
Personal  Disclosure Form 1 forms the basis of  investigation  by
the  Illinois Gaming Board to determine suitability of the person
or  entity  seeking transfer of an ownership  interest.   If  the
Illinois  Gaming Board denies an application for such a transfer,
commencing  as  of the date the Illinois Gaming  Board  issues  a
notice  that it denies such application, it will be unlawful  for
such  applicant  to  receive any dividends  or  interest  on  his
shares,  to exercise, directly or indirectly, any right conferred
by such shares, or to receive any remuneration from any person or
entity  holding any license under the Illinois Riverboat Act  for
services  rendered.   If  the Illinois  Gaming  Board  denies  an
application for such a transfer and if no hearing is requested or
if   the   Illinois  Gaming  Board  issues  a  final   order   of
disqualification, the holder of an owner's license shall purchase
all of the disqualified person's or entity's shares at the lesser
of either the market price or the purchase price for such shares.
     
     A  holder  of an owner's license can only make distributions
to stockholders to the extent such distributions would not impair
the  financial viability of the gaming operation.  Factors to  be
considered  should include, but not be limited to, the following:
(i) working capital requirements; (ii) debt service requirements;
(iii)  repairs  and maintenance requirements;  and  (iv)  capital
expenditure requirements.
     
     Holders  of  an owner's license must immediately inform  the
Illinois  Gaming  Board  and  obtain  formal  approval  from  the
Illinois  Gaming  Board  whenever a change  is  proposed  in  the
following  areas: key persons; type of entity;  equity  and  debt
capitalization of entity; investors and/or debt holders;  sources
of   funds;  applicant's  economic  development  plan;  riverboat
capacity   or   significant  design  change;  gaming   positions;
anticipated  economic impact; or pro forma budgets and  financial
statements.
     
Louisiana Gaming Regulation
     
     In  July 1991, the Louisiana legislature adopted legislation
permitting  riverboat casinos on certain rivers and waterways  in
Louisiana  (the  "Riverboat  Act").   In  addition  to  riverboat
casinos,  there  are  many other forms  of  legalized  gaming  in
Louisiana  including the lottery, racetracks  and  video  lottery
terminals  ("VLTs") at various types of facilities in the  state,
including  bars,  truckstops, racetracks  and  off-track  betting
parlors.
     
     The  Riverboat  Act  authorizes the issuance  of  up  to  15
licenses  to  conduct gaming activities on  a  riverboat  of  new
construction in accordance with applicable law.  However, no more
than six licenses may be granted to riverboats operating from any
one  parish.  Pursuant to legislation passed in a Special Session
of  the  Louisiana  Legislature  in  March,  1996,  authority  to
supervise  riverboat gaming activities is vested in the Louisiana
Gaming  Control  Board, the successor regulatory  agency  to  the
Louisiana  Riverboat  Gaming Commission.   The  Louisiana  Gaming
Control    Board,   by   regulation,   has   delegated    certain
responsibilities relating to investigations, issuance and renewal
of  certain  licenses  and  permits, audits  and  enforcement  of
Louisiana   riverboat  gaming  laws  to  the   Riverboat   Gaming
Enforcement   Division  of  the  Louisiana  State   Police   (the
"Louisiana  Enforcement  Division").  The  Louisiana  Enforcement
Division  has  broad  powers  over  licensees  and  such  powers,
together  with the provisions of the Riverboat Act could  operate
to  limit,  proscribe  or  effectively  rescind  the  payment  of
dividends  or  the repayment of indebtedness to  the  Company  in
certain circumstances, including any adverse financial condition,
default,  non-compliance or insolvency of any Subsidiary  or  the
Company.
     
     In  issuing  a  license, the Louisiana Gaming Control  Board
must  find  that  the  applicant is a person of  good  character,
honesty  and  integrity  and  a person  whose  prior  activities,
criminal record, if any, reputation, habits, and associations  do
not  pose  a  threat  to  the public interest  of  the  State  of
Louisiana  or to the effective regulation and control of  gaming,
or create or enhance the dangers of unsuitable, unfair or illegal
practices, methods and activities in the conduct of gaming or the
carrying  on of business and financial arrangements in connection
therewith.   The  Louisiana Gaming Control Board cannot  grant  a
license  unless it finds that: (i) the applicant  is  capable  of
conducting gaming operations, which means that the applicant  can
demonstrate  the capability, either through training,  education,
business experience, or a combination of the above, to operate  a
gaming  casino; (ii) the proposed financing of the riverboat  and
the  gaming operation is adequate for the nature of the  proposed
operation  and  from  a  source suitable and  acceptable  to  the
Louisiana  Gaming Control Board; (iii) the applicant demonstrates
a proven ability to operate a vessel of comparable size, capacity
and  complexity  to the proposed riverboat so as  to  ensure  the
safety  of its passengers; (iv) the applicant submits a  detailed
plan of design of the riverboat in its application for a license;
(v) the applicant designates the docking facilities to be used by
the  riverboat;  (vi)  the  applicant  shows  adequate  financial
ability  to  construct and maintain a riverboat;  and  (vii)  the
applicant  has  a good faith plan to recruit, train  and  upgrade
minorities in all employment classifications.
     
     Certain   persons   affiliated  with  a   riverboat   gaming
licensee,  including  directors and  officers  of  the  licensee,
directors  and  officers of any holding company of  the  licensee
involved  in  gaming operations, persons holding  5%  or  greater
interests in the licensee, and persons exercising influence  over
a  licensee  ("Affiliated Gaming Persons"), are  subject  to  the
application and suitability requirements of the Louisiana  gaming
law.
     
     The  Louisiana gaming law specifies certain restrictions and
conditions  relating  to  the  operation  of  riverboat   gaming,
including  the  following: (i) gaming is not  permitted  while  a
riverboat  is  docked, other than the forty-five minutes  between
excursions,  and  during times when dangerous  weather  or  water
conditions exist; (ii) each round-trip riverboat cruise  may  not
be less than three nor more than eight hours in duration, subject
to   specified   exceptions;  (iii)  agents  of   the   Louisiana
Enforcement  Division are permitted on board at any  time  during
gaming  operations; (iv) gaming devices, equipment  and  supplies
may  only  be  purchased or leased from permitted suppliers;  (v)
gaming  may  only take place in the designated gaming area  while
the riverboat is upon a designated river or waterway; (vi) gaming
equipment  may not be possessed, maintained or exhibited  by  any
person  on  a  riverboat  except in the  specifically  designated
gaming  area,  or  a secure area used for inspection,  repair  or
storage of such equipment; (vii) wagers may be received only from
a person present on a licensed riverboat; (viii) persons under 21
are  not  permitted in designated gaming areas; (ix)  except  for
slot machine play, wagers may be made only with tokens, chips  or
electronic  cards purchased from the licensee aboard a riverboat;
(x)  licensees  may only use docking facilities  and  routes  for
which  they  are  licensed  and  may  only  board  and  discharge
passengers at the riverboat's licensed berth; (xi) licensees must
have adequate protection and indemnity insurance; (xii) licensees
must  have all necessary Federal and state licenses, certificates
and  other  regulatory approvals prior to operating a  riverboat;
and  (xiii) gaming may only be conducted in accordance  with  the
terms of the license and the rules and regulations adopted by the
Louisiana Enforcement Division.
     
     An  initial  license to conduct riverboat gaming  operations
is  valid for a term of five years.  A subsidiary of the  Company
was  issued  an  initial  operator's  license  by  the  Louisiana
Enforcement  Division for the Players Lake Charles  Riverboat  on
December  6,  1993.  Another subsidiary of the Company  holds  an
operator's license for the Star Riverboat (which was acquired  by
the  Company in 1995) which was issued on August 9, 1993  and  is
scheduled  to expire in August, 1998.  The Louisiana  gaming  law
provides  that  a  renewal application for each one  year  period
succeeding  the initial five year term of the operator's  license
must  be  made  to  the  Louisiana  Enforcement  Division.    The
application for renewal consists of a statement under oath of any
and  all changes in information, including financial information,
provided in the previous application.  The Company recently filed
the application for renewal of the Star Riverboat license.
     
     The  transfer  of a license or permit or an  interest  in  a
license or permit is prohibited.  The sale, purchase, assignment,
transfer,  pledge or other hypothecation, lease,  disposition  or
acquisition  (a  "Transfer") by any person  of  securities  which
represent 5% or more of the total outstanding shares issued by  a
corporation  that  holds  a  license  is  subject  to   Louisiana
Enforcement   Division  approval.   A  security   issued   by   a
corporation  that holds a license must generally  disclose  these
restrictions.   Prior  approval  of  the  Louisiana   Enforcement
Division  is required for the Transfer of any ownership  interest
of  5%  or more in any non-corporate licensee or for the Transfer
of  any  "economic  interest" of 5% or more in  any  licensee  or
Affiliated Gaming Person.  An "economic interest" is defined  for
purposes  of a Transfer as any interest whereby a person receives
or  is  entitled to receive, by agreement or otherwise, a profit,
gain,  thing of value, loan, credit, security interest, ownership
interest or other economic benefit.
     
     A  licensee  must notify the Louisiana Enforcement  Division
of  any  withdrawals of capital, loans, advances or distributions
in excess of 5% of retained earnings for a corporate licensee, or
of  capital  accounts  for  a partnership  or  limited  liability
company  licensee, upon completion of any such  transaction.   No
prior   approval  of  any  such  withdrawal,  loan,  advance   or
distribution is required, but any such transaction is ineffective
if  disapproved by the Louisiana Enforcement Division within  120
days after the required notification.  In addition, the Louisiana
Enforcement  Division may issue an emergency order for  not  more
than  10  days prohibiting payment of profits, income or accruals
by, or investments in, a licensee.
     
     Riverboat  gaming  licensees  and  their  Affiliated  Gaming
Persons are required to notify the Louisiana Gaming Control Board
60  days prior to the receipt by any such persons of any loans or
extensions  of  credit, or modifications thereof.  The  Louisiana
Gaming  Control  Board  is required to investigate  the  reported
loan,  extension  of  credit  or  modification  thereof  and   to
determine  whether  an exemption exists from the  requirement  of
prior  written approval and, if no exclusion applies,  to  either
approve  or  disapprove  the transaction.   If  disapproved,  the
transaction cannot be entered into by the licensee or  Affiliated
Gaming Person.  The Company is an Affiliated Gaming Person of its
Louisiana subsidiaries that are the licensees of the Players Lake
Charles Riverboat and the Star Riverboat.
     
     Fees   for  conducting  gaming  activities  on  a  riverboat
include:  (i)  $50,000  per  riverboat  for  the  first  year  of
operation  and  $100,000 per year per riverboat thereafter;  plus
(ii) 18-1/2% of net gaming proceeds.
     
     The  Company  also  has  paid  since  opening  a  $2.50  per
passenger admission fee to the City of Lake Charles.  The Company
and  the  City  of  Lake  Charles recently instituted  litigation
against  each  other  (now  settled)  concerning  the  method  of
computing  this  admission  fee.   In  1995,  Louisiana   enacted
legislation  authorizing  the governing  authority  of  Calcasieu
Parish  to  levy an additional admission fee of fifty  cents  per
passenger,  the  proceeds of which are  used  primarily  to  fund
education  in  the  parish.  This increase is applicable  to  the
Company's  two  Lake  Charles riverboats.  The  Company  recently
reached  an  agreement  with the City of Lake  Charles,  both  to
settle such litigation with the City and to establish a permanent
method  of calculating the admission fee payable to the  City  on
the  Company's  two  Lake  Charles  Riverboats.   Under  the  new
agreement, which began as of March 1, 1998, the Company will  pay
the  City both a percentage of gaming revenue in lieu of  a  per-
passenger   admission  fee,  and  a  fixed  annual   payment   of
approximately  $544,000 per year for ten years.   The  percentage
payment  is subject to certain minimum payments, as specified  in
the agreement.
     
     In  the  1996  Special Session of the Louisiana Legislature,
legislation  was enacted providing for local option elections  in
November, 1996, on a parish-by-parish basis which gave voters  in
communities across the state the opportunity to decide  the  fate
of  certain  forms  of  gaming in their parishes.   In  Calcasieu
Parish, where the Company's Lake Charles facility is located, the
referendum  determined  whether VLTs and riverboat  gaming  would
continue to be permitted.  In November, 1996, voters in Calcasieu
Parish  voted favorably to permit the continuation of both  forms
of gaming.
     
     In  the  1996 Special Session, legislation was also  enacted
placing  a constitutional amendment on the October, 1996 election
ballot  to  limit  the  expansion of  gaming  in  Louisiana.   In
October,   1996,   voters  favorably  passed  the  constitutional
amendment.   The constitutional amendment requires  local  option
elections  before  new  forms of gaming can  be  brought  into  a
parish.   The  measure  also requires a local  option  referendum
before  a  riverboat can move into a parish that has not  already
authorized riverboat gaming.  In the 1997 Regular Session of  the
Louisiana Legislature, a law was passed authorizing the operation
of  slot  machines  at  three horse racing tracks  in  Louisiana,
including  a  racetrack situated in Calcasieu  Parish  (the  same
Parish  as  the  Company's Lake Charles facility),  Delta  Downs.
Under  the  law,  before slot machines can be operated  at  Delta
Downs  both voter approval is required through a local referendum
election  in  Calcasieu  Parish  and  the  passage  of  companion
legislation  by  the Louisiana Legislature to establish  the  tax
rate to be levied on slot machine revenues.  In the Fall of 1997,
voters  in  Calcasieu Parish voted not to authorize the operation
of  slot  machines  at Delta Downs.  In addition,  the  Louisiana
Legislature,  in  its 1998 Fiscal Session, failed  to  pass  such
companion  tax  legislation.   However,  the  law  provides  that
another  local referendum may be conducted every two  years,  and
companion tax legislation may be considered in any future session
of the Louisiana Legislature.
     
     
Missouri Gaming Regulation
     
     In  November,  1992,  the  voters  of  Missouri  approved  a
referendum  authorizing riverboat gaming in Missouri.   In  1993,
the  Missouri Legislature enacted legislation which substantially
revised the referendum legislation regarding riverboat gaming and
its  regulation (the "Missouri Gaming Act").  The Missouri Gaming
Act  established the Missouri Gaming Commission, which has  broad
jurisdiction  over  and  supervisory  powers  concerning   gaming
operations conducted under the Missouri Gaming Act.  These powers
are  far  reaching and include the power to limit,  proscribe  or
effectively rescind the payment of dividends or the repayment  of
indebtedness  to the Company in certain circumstances,  including
any  adverse  financial  condition,  default,  non-compliance  or
insolvency of any Subsidiary or the Company.
     
     Following  a challenge to legislation authorizing  riverboat
casino  gaming,  a January, 1994, Missouri Supreme  Court  ruling
created uncertainties regarding the extent to which casino gaming
is  constitutional in Missouri.  In February, 1994, the  Missouri
Legislature  passed legislation which permitted voters  to  amend
the   State  Constitution  to  permit  legislation  reauthorizing
riverboat  casino gaming consistent with the State  Constitution.
The  vote on the proposed State Constitutional amendment was held
in  April, 1994, to permit games of chance on riverboat  casinos.
In  the April, 1994, vote, the State Constitutional amendment was
narrowly  defeated.   As  a result of the Missouri  legislature's
actions  in  February, 1994, several municipalities  in  Missouri
which had previously approved local ordinances permitting gaming,
including  the  City of Maryland Heights, resubmitted  the  local
gaming  activities ordinances to the voters in  April,  1994,  as
well.   The  Maryland Heights ordinance was approved by municipal
voters  in the April, 1994, vote.  Subsequently, at the statewide
general  election  held November 8, 1994, a  second  proposal  to
amend  the  Missouri Constitution to permit games  of  chance  on
riverboats   and   floating  facilities  on  the   Missouri   and
Mississippi  Rivers was adopted.  As a result thereof,  effective
December  8, 1994, reel slot machines and other games  of  chance
were authorized for use in Missouri casinos.
     
     The  Missouri  Gaming  Act  calls for  licensure  of  owners
(Class  A  license), operators (Class B license),  suppliers  and
gaming-related occupations.  On March 11, 1997, a  subsidiary  of
the Company received two Class B licenses in Maryland Heights  to
operate  its  two  permanently  moored  riverboat  casinos.    In
addition,  the  Maryland Heights Joint Venture  was  issued  four
Class  A  licenses,  one for each of the four  riverboat  casinos
permanently moored at Maryland Heights, Missouri.
     
     The  Missouri  Gaming Act provides a maximum loss  limit  of
$500   per  individual  player  per  gaming  excursion.    Gaming
excursions  are  required by regulation to be no  less  than  two
hours  and no more than four hours in duration.  Excursion gaming
boats   are  required  to  cruise,  unless  the  Missouri  Gaming
Commission determines under applicable criteria to permit  gaming
at  a  continuously  docked boat.  Such criteria  include,  among
other  items,  danger  to the boat's passengers  because  of  the
location of the dock or excursion cruising conditions, disruption
of  interstate  commerce, violation of another  state's  laws  or
Federal  law,  or  possible interference with  railway  or  barge
transportation.  On March 11, 1997 the Missouri Gaming Commission
authorized  the  Company's  Maryland Heights  Casinos  to  remain
continuously docked at its present Maryland Heights location.  In
accordance with Missouri gaming regulations, one of the Company's
two  casinos is open for patron boarding at different times  than
the  other  Company  casino, so that only one Company  casino  is
boarding  at  any given time.  Harrah's casinos at  the  Maryland
Heights Facility operate in a similar manner.
     
     Under  the  Missouri  Gaming Act,  gaming  is  permitted  in
Missouri  only  on  the  Missouri  and  Mississippi  Rivers.   In
November  1997  the  Missouri  Supreme  Court  remanded  a   case
involving  the Company.  W. Todd Akin et. al. v. Missouri  Gaming
Commission,  to  the  trial court in Cole County,  Missouri  with
respect  to  issues raised under the Missouri Gaming Act.   While
the  Plaintiffs in this case have dismissed their  claim  without
prejudice,  the  Missouri  Gaming  Commission  and  the  Attorney
General's Office of Missouri have notified the Company that  they
have  issued  Preliminary Orders for Disciplinary Action  against
the  Company's Maryland Heights Facility.  See Item 3  below  for
more detailed description.
     
     There  is  no  statewide numerical limit to  the  number  of
licenses  which  may  be  granted  to  permit  riverboat   casino
operations.  As a result of the Missouri Legislature's May, 1994,
amendments to the Missouri Gaming Act, prior uncertainty has been
eliminated  regarding whether any city or county outside  of  the
two  major  metropolitan areas of Missouri (St.  Louis/St.  Louis
County and the Kansas City metropolitan area) may be granted more
than  one  license.   Under  the May,  1994,  amendments  to  the
Missouri Gaming Act, any city or county may be granted more  than
one license if the "home dock" city or county has authorized more
than  one excursion gaming boat.  However, within all cities  and
counties  in  Missouri, the Missouri Gaming  Commission  has  the
ultimate responsibility for setting the number, location and type
of   licensed  boats.   Excursion  gaming  boats  also  must   be
authorized by the local home dock city or county.
     
     Licensees    must    establish   financial    responsibility
sufficient  to meet adequately the requirements of  the  proposed
enterprise.    Additionally,  the  Missouri  Gaming  Commission's
regulations prohibit withdrawals of capital by, or the making  of
loans,  advances, or distributions of any type of assets  to  its
owner(s),  in excess of 5% of such entity's accumulated  earnings
without Missouri Gaming Commission approval.
     
     The  Missouri  Gaming Act also requires that  the  excursion
gaming boat resemble historic Missouri riverboats, encourages use
of Missouri resources, goods and services in the operation of the
boat,  and  requires that the boat provide for non-gaming  areas,
food service and a Missouri theme gift shop.  Use of the space on
any  vessel  and operating criteria are determined in  accordance
with rules and regulations of the U.S.  Coast Guard.  There is no
size  limit  on Missouri gaming boats and no minimum  or  maximum
space prescribed for gaming areas.
     
     The   Missouri  Gaming  Act  directly  subjects  the  gaming
enterprises to various Missouri taxes.  An admission fee of $2.00
per  ticket  per  excursion must be paid to the  Missouri  Gaming
Commission.   Licensees may charge any admission  fee  above  the
$2.00  amount that they desire.  Gaming enterprises  in  Missouri
are also subject to an "adjusted gross receipts tax" equal to 20%
of the gross receipts from licensed gaming games and devices less
winnings paid to wagerers.  Owners/operators are subject  to  all
other  income  taxes,  sales taxes, earnings  taxes,  use  taxes,
property taxes or any other tax or fee levied by local, state  or
Federal governments.
     
     Transfer  of a Class A or Class B gaming license  (the  type
of  licenses  obtained in connection with the  operation  of  the
Maryland  Heights Facility) is not permitted without approval  of
the Missouri Gaming Commission, nor may such interests be pledged
as  collateral  without  the  approval  of  the  Missouri  Gaming
Commission.   No  transfer  of  an interest  of  5%  or  greater,
directly  or indirectly, in a publicly traded company  holding  a
Class  A  or  Class  B license shall occur without  the  Missouri
Gaming  Commission's approval.  Additionally, the Missouri Gaming
Commission  may  require  a licensee to  maintain  cash  or  cash
equivalents,  in an amount sufficient to protect patrons  against
defaults in gaming debts owed by the licensee.
     
     Application  fees are based upon costs of investigation  and
approval of licenses.  The minimum nonrefundable application  fee
is $50,000.  Initial Class A and Class B licenses are granted for
a  term  of one year.  License renewal are granted for a term  of
two years.  The annual fee for licensure is $25,000.
     

Kentucky Gaming Regulation
     
     The  Company  presently owns and operates Players  Bluegrass
Downs.  Pursuant to the Kentucky statutes governing horse racing,
the  Kentucky  Racing  Commission (the "Racing  Commission")  has
plenary    power   to   promulgate   administrative   regulations
prescribing  conditions under which all legitimate  horse  racing
and  wagering thereon is conducted.  The Racing Commission issues
race  track  licenses on an annual basis and awards racing  dates
subsequent to an annual application required to be filed with the
Racing Commission.  The Racing Commission may revoke or suspend a
license  if the Racing Commission has reason to believe that  any
provision  of  the Kentucky statutes, administrative regulations,
or  conditions established by the Racing Commission has not  been
satisfied.
     
Proposed Texas Gaming Legislation
     
     Since  the  original  Players Lake Charles  Riverboat  began
operating on December 8, 1993, more than half of its patrons have
come  from  Texas,  with a significant portion  coming  from  the
metropolitan  Houston  area.   Although  casino  gaming  is   not
currently permitted in Texas, and the Attorney General  of  Texas
has  issued  an  opinion that gaming in Texas  would  require  an
amendment to the State's Constitution, the Texas legislature  has
considered  various  proposals to authorize  casino  gaming.   To
date, no bill authorizing casino gaming has passed.  Bills may be
introduced  from time to time, however, whenever the  legislature
is  in  session.  Since the Texas legislature (which meets  every
two  years  in  odd-numbered years) did not pass  legislation  to
amend  the  Texas  State  Constitution during  the  1997  regular
session, any such legislation will have to await the next regular
session  in  1999,  or  a  special session  of  the  legislature.
Special  sessions can only be called by the Governor for  matters
that  were pending in the regular legislative session.   Governor
George  Bush has taken a public position against legalized casino
gaming  in  Texas.  A constitutional amendment  requires  a  two-
thirds  vote  of those present and voting in each  house  of  the
Texas  state  legislature and approval by  the  electorate  at  a
referendum.
     
     
U.S.  Coast Guard
     
     Each  cruising  riverboat  also is  regulated  by  the  U.S.
Coast  Guard, whose regulations affect boat design and  stipulate
on-board   facilities,   equipment   and   personnel   (including
requirements that each vessel be operated by a minimum complement
of  licensed personnel) in addition to restricting the number  of
persons  who can be aboard the boat at any one time.  All vessels
operated  by  the Company must hold a Certificate of  Inspection.
Loss  of the Certificate of Inspection of a vessel would preclude
its  use  as  an operating riverboat.  Cruising vessels  such  as
those  operated by the Company must be inspected every five years
at  a  U.S.  Coast Guard-approved dry-dock facility, which  could
cause  a  temporary loss of service that could last one month  or
longer,   unless  the  U.S.  Coast  Guard  determines   that   an
alternative   to  drydocking  is  acceptable.   The   next   such
inspection  is  scheduled to occur in the Fall of  2000  for  the
Metropolis  Riverboat, the Spring of 2000 for  the  Players  Lake
Charles Riverboat and the Fall of 1998 for the Lake Charles  Star
Riverboat.   The  Company  is  pursuing,  as  an  alternative  to
drydocking,  an underwater onsite inspection of the hull  of  the
Lake   Charles  Star  Riverboat,  subject  to  U.S.  Coast  Guard
approval.   An underwater hull inspection would likely involve  a
minimal  disruption in operations; however, no assurance  can  be
given that drydocking and the related loss of service will not be
required.   Less  stringent  rules apply  to  permanently  moored
vessels  such  as  the dockside barges used  by  the  Company  in
Maryland  Heights,  Missouri.  The Company  believes  that  these
regulations,  and  the  requirements of  operating  and  managing
cruising  gaming  vessels generally, make it  more  difficult  to
conduct riverboat gaming than to operate land-based casinos.
     
     All  shipboard  employees of the Company  employed  on  U.S.
Coast Guard regulated vessels, even those who have nothing to  do
with  the  actual  operation  of the  vessel,  such  as  dealers,
cocktail hostesses and security personnel, may be subject to  the
Jones Act which, among other things, exempts those employees from
state  limits  on  worker's  compensation  awards.   The  Company
believes that it has adequate insurance to cover employee claims.
     
Shipping Act of 1916
     
     In  order  for  the Company's vessels to have United  States
flag   registry,   the  Company  must  maintain  "United   States
citizenship" as defined in the Shipping Act of 1916,  as  amended
(the   "Shipping  Act"),  and  other  applicable   statutes.    A
corporation operating any vessel in the coastwise trade, such  as
the  Company,  is not considered a United States citizen  unless,
among  other  things,  United States  citizens  own  75%  of  its
outstanding capital stock.

Company Repurchase Rights with Respect to Company Securities

     There  are  various  regulations on  the  ownership  of  the
Company's  Common Stock.  The Company's Articles of Incorporation
provide   that   if   any  governmental  commission,   regulatory
authority,  entity, agency or instrumentality  (collectively,  an
"Authority")  having  jurisdiction  over  the  Company   or   any
affiliate  of  the  Company  or  that  has  granted  a   license,
certificate   of   authority,  franchise  or   similar   approval
(collectively,  a "License") to the Company or any  affiliate  of
the  Company orders or requires any stockholder to divest any  or
all  of  the  shares  of  Common Stock (or  options,  convertible
securities  or  warrants to purchase Common Stock,  collectively,
together  with  Common  Stock  ("Securities"))  owned   by   such
stockholder (a "Divestiture Order") and the stockholder fails  to
do  so by the date required by the Divestiture Order (unless  the
Divestiture Order is stayed), the Company will have the right  to
acquire  the securities from the stockholder that the stockholder
failed  to  divest  as required by such Divestiture  Order.   If,
after  reasonable notice and an opportunity for affected  parties
to be heard, any Authority determines that continued ownership of
the  Company's Securities by any stockholder shall be grounds for
the   revocation,  cancellation,  non-renewal,   restriction   or
withholding  of  any  License granted to or applied  for  by  the
Company or any affiliate of the Company, or shall be grounds  for
limiting  the  activities of such entity, such stockholder  shall
divest   the   Securities  that  provide  the  basis   for   such
determination, and if such stockholder fails to divest Securities
within  10  days  after  the  date the Authority's  determination
becomes  effective  (unless  the determination  is  stayed),  the
Company shall have the right to acquire such Securities from  the
stockholder.  If the Company determines that persons who are  not
citizens  of  the United States as determined under the  Shipping
Act  or  other  applicable statutes (the "Foreign Citizens")  own
more  than  25%  of the Company's outstanding Common  Stock,  the
Company  may  require the Foreign Citizen(s)  who  most  recently
acquired the shares that bring total Foreign Citizen ownership to
more  than  25%  of  the outstanding Common  Stock  (the  "Excess
Shares")  to divest the Excess Shares to persons who  are  United
States  citizens.  If the Foreign Citizen(s) so directed fail  to
divest the Excess Shares to United States citizens within 30 days
after the date on which the Company gives a written notice to the
Foreign Citizen(s) to divest the Excess Shares, the Company shall
have  the right to acquire the shares that the Foreign Citizen(s)
failed to divest as required by the Company's notice.
     
     Whenever  the  Company has the right to  acquire  Securities
from  a  stockholder pursuant to the provisions described in  the
preceding  paragraph, the Company will pay the  stockholder  $.10
per  share  or such higher price as may be required by applicable
legal  requirements.   Some state gaming  regulations  require  a
purchase  price equal to the fair market value of the  Securities
under  certain  circumstances described above.  If  there  is  no
other  applicable legal requirement, any amount  payable  to  the
stockholder  in  excess of $.10 per share will be  paid  in  five
equal annual installments with interest at the lower of the prime
rate  or  the LIBOR rate, as published from time to time  in  the
Wall Street Journal.
     
     When  any  Divestiture Order is entered or when the  Company
tenders the consideration for which it may acquire Securities, as
described  above, the Securities in question shall no  longer  be
entitled to any voting, dividend or other rights until such  time
as   they   have  been  appropriately  divested.   The  foregoing
provisions of the Company's Articles of Incorporation relating to
required  divestiture are in addition to, and not in  replacement
of, any applicable legal requirements.
     
     The  terms  of  the Company's Senior Notes  feature  certain
analogous  provisions which could give rise to the obligation  of
the  holder to sell such Senior Notes or the right of the Company
to  repurchase the Senior Notes at a price equal to the lower  of
the  holder's  cost,  the principal amount or  the  then  current
market prices.

Paid Advertising and Marketing

     The  Federal  Communications  Commission  ("FCC")  prohibits
radio and television broadcasters from accepting advertising that
actively  promotes  gaming, although the FCC  does  not  ban  all
advertising  for  casino  facilities.   Federal  regulation  also
restricts the circulation of certain materials related to  gaming
through  the United States mail.  The Company, together with  the
National   Association  of  Broadcasters  and  several  statewide
associations  of  broadcasters (radio and  television  stations),
brought   suit  against  the  FCC  to  invalidate   the   current
restrictions  on radio and television advertising of  casinos  on
constitutional grounds.  On December 16, 1997, the United  States
District  Court  for  the District of New  Jersey  ruled  in  the
Company's  favor  and declared the restrictions unconstitutional.
The  Company is now seeking to enjoin the FCC from enforcing  the
prohibitions nationwide.

Discouragement of Share Accumulations

     Various  state  limits requiring approvals of  shareholdings
over  certain thresholds may discourage accumulations  over  such
limits  and  therefore may discourage changes in control  of  the
Company.   See "- Gaming Regulations."  The Federal laws referred
to  above may also discourage ownership by stockholders  who  are
not citizens of the United States.

Forward-Looking Information

      Certain  information included in this section and elsewhere
in  this Annual Report on Form 10-K contains, and other materials
filed  or  to  be  filed by the Company with the  Securities  and
Exchange  Commission  (as well as information  included  in  oral
statements or other written statements made or to be made by  the
Company)  contain  or  will  contain or include,  forward-looking
statements  within the meaning of Section 21E of  the  Securities
and  Exchange  Act of 1934, as amended, and Section  27A  of  the
Securities   Act  of  1933,  as  amended.   Such  forward-looking
statements   address,  among  other  things,   the   effects   of
competition,  the resolution of pending or threatened  litigation
or  regulatory proceedings concerning the Company's alleged  non-
compliance  with  Missouri's gaming laws and Constitution,  plans
for future riverboat hull inspections, I-10 road construction  in
Lake   Charles,  future  borrowing  and  capital  costs,   equity
repurchases  and  future issuances, plans for projects  currently
under  development,  plans  for  future  expansion  and  property
enhancements,    business   development    activities,    capital
expenditure programs and requirements, financing sources and  the
effects of legislation and regulation (including possible  gaming
legislation,  gaming licensure and regulation,  state  and  local
regulation,  tax  regulation, and the  potential  for  regulatory
reform).   Forward looking statements can generally be identified
by  the use of forward-looking terminology such as "may", "will",
"expect", "intend", "estimate", "believe", or "continue"  or  the
negative  thereof  or variations thereon or similar  terminology.
See  Item  7: "Management's Discussion and Analysis of  Financial
Condition   and  Results  of  Operation".   Such  forward-looking
information   is  based  upon  management's  current   plans   or
expectations  and  is  subject to a number of  uncertainties  and
risks  that could significantly affect current plans, anticipated
actions, and the Company's future financial condition and results
of  operations.  These uncertainties and risks include,  but  are
not  limited  to, those relating to conducting operations  in  an
increasingly competitive environment, conducting operations at  a
newly  or recently developed site or in a jurisdiction for  which
gaming  has recently been permitted, changes in state  and  local
laws  and  regulations, development and construction  activities,
leverage and debt service requirements (including sensitivity  to
fluctuation in interest rates), general economic conditions,  the
U.S.  Coast Guard's acceptance of underwater hull inspections  as
an  alternative to dry docking and inspection, changes in federal
and  state  tax  laws, the disruption to Lake Charles  operations
caused by road construction, action taken under applications  for
licenses (including renewals) and approvals under applicable laws
and  regulations (including gaming laws and regulations), and the
legalization   of   gaming  in  certain  jurisdictions.    As   a
consequence,  current  plans,  anticipated  actions,  and  future
financial  condition and results may differ from those  expressed
in  any  forward-looking statements made by or on behalf  of  the
Company  and no assurance can be given that such statements  will
prove to be correct.

Item 2.   Properties
     
Metropolis, Illinois

     The  Company  leases its docking facilities  in  Metropolis,
which  cover  1,810 linear feet of riverfront, from the  City  of
Metropolis  pursuant to a 20-year lease with  a  20-year  renewal
option  at  an  annual  rent of approximately  $7,000.   Under  a
separate  20-year lease with the City of Metropolis, the  Company
leases additional riverfront property immediately adjacent to its
docking  facilities  for surface parking at  an  annual  rate  of
$2,500.   The  Company  also  owns several  parcels  of  land  in
Metropolis, some with buildings, aggregating approximately  eight
acres,  and leases an additional two acres.  The owned or  leased
area  is used primarily for customer parking or as office  space.
Some  of the land is being held for development, and some of  the
current parking area may be developed, in which event the Company
believes  suitable replacement parking space could  be  obtained.
In March, 1996, the Company completed a two-story office facility
which accommodates the administrative staff.
     
     The  Ohio  River  occasionally overflows its  banks  at  the
Metropolis  facility,  most often during late  winter  and  early
spring.   Such  flooding  may cover a portion  of  the  Company's
closest  parking location, although the Company believes that  it
will  still  have  adequate available parking  within  reasonable
walking  distance of its landing during typical flooding periods.
If  flooding  is  especially severe, it may  be  impractical  for
passengers to board the riverboat at its normal dock  site.   The
Company has developed an emergency plan that would permit  gaming
activities  to  continue in such circumstances.  Any  use  of  an
alternate landing because of flooding may result in some loss  of
service.
     
Lake Charles, Louisiana
     
     On  August  16, 1995, the Company entered into an  agreement
(the  "Beeber Agreement") with The Beeber Corporation  ("Beeber")
to  purchase  Players Hotel and approximately  3  acres  of  real
estate  comprising  the landside facility for  the  Players  Lake
Charles  Riverboat  and  the  Star Riverboat  (collectively,  the
"Property").   Under  this arrangement, as amended,  the  Company
paid  a  total  consideration  of $6.7  million.   As  additional
consideration, the Company is required to continue making certain
payments to Beeber and a third party, which payments are  related
to  a lease agreement dated May 19, 1993 between the Company  and
Beeber, as amended.  Under this arrangement, the Company and such
parties  have  entered into an agreement, dated  July  27,  1995,
whereby the Company is obligated to pay a total of $2.95 for each
passenger  who patronizes the Company's Lake Charles  riverboats,
subject to certain conditions.
     
Maryland Heights, Missouri
     
     On  November 2, 1995, the Company entered into the  Maryland
Heights  Joint Venture Agreement with Harrah's to  form  a  joint
venture  and  co-develop  the Maryland  Heights  Facility  on  an
approximately  215 acre site in Maryland Heights,  Missouri.   An
affiliate  of Harrah's owns the property underlying the  Maryland
Heights  Facility.  The Maryland Heights Joint Venture  Agreement
provides  for  joint  decision  making  with  respect  to   major
decisions  for  the  Maryland Heights  Joint  Venture,   such  as
matters  relating to the approval of the annual operating budgets
and annual plans, the incurrence of debt beyond amounts set forth
in  the operating budget and the construction of improvements  to
the  Maryland  Heights Joint Venture.  Each of  the  Company  and
Harrah's  have  an  eighty  (80) year  lease  with  the  Harrah's
affiliate  for the property underlying their respective  casinos.
The  leases  for  the  Company  and  Harrah's  are  substantially
identical,  except that the Company pays rent and  Harrah's  does
not  pay rent.  The Company's rent consists of a percentage  rent
equal  to the following specified percentages multiplied  by  the
relevant  specified  incremental  levels  of  annual  net  gaming
revenues at the Company's Maryland Heights Casinos: 2% of  annual
net  gaming  revenue up to $50 million, 3% of annual  net  gaming
revenue  between $50 million and $100 million, and 4%  of  annual
net  gaming revenue in excess of $100 million.  Pursuant  to  the
Management  Agreement, a Harrah's affiliate manages the  Maryland
Heights  Hotel  and  the Maryland Heights Entertainment  Facility
except   for  the  Company's  specialty  restaurant  and   retail
operations. See "Business-Maryland Heights Operations."
     
     
Bluegrass Downs, Kentucky
     
     In  November  1993,  the Company acquired Players  Bluegrass
Downs  located  in  Paducah, Kentucky, in anticipation  that  the
Kentucky legislature would enact legislation to authorize casino-
type  gaming, such as slot machines and table games, at  licensed
racetracks.  If any legislation is adopted permitting  additional
forms  of  gaming at racetracks, the Company currently  plans  to
develop  its track into a facility that would offer all permitted
forms  of gaming.  The racetrack is approximately ten miles  from
the  Company's  Metropolis facility.  The next  closest  Kentucky
racetrack  to  the Metropolis facility is Ellis  Park,  which  is
approximately  100  miles  from each of Paducah  and  Metropolis.
Players  Bluegrass  Downs consists of approximately  69.6  acres.
The  Company owns 58.3 acres and leases the remaining 11.3 acres.
Players  Bluegrass Downs includes a 5/8 mile oval  racetrack,  an
enclosed 17,000 square foot clubhouse housing dining and wagering
facilities,  administrative areas, barns  and  related  buildings
that can accommodate 725 horses, and a parking area for more than
1,400 cars.

Item 3.  Legal Proceedings
     
Poulos, Ahern and Schreier Litigation
     
     The  Company,  certain suppliers and distributors  of  video
poker  and  electronic slot machines and over forty other  casino
operators  have been named as defendants in a class  action  suit
filed  April 26, 1994 in the United States District Court, Middle
District  of  Florida, by William Ahern and William  H.   Poulos.
The  plaintiffs allege common law fraud and deceit,  mail  fraud,
wire fraud and Racketeer Influenced and Corrupt Organizations Act
violations  in the marketing and operation of video  poker  games
and electronic slot machines.  The suit seeks unspecified damages
and  recovery of attorney's fees and costs.  On December 9, 1994,
an   Order   was  entered  by  the  District  Court  in   Florida
transferring  the  consolidated  action  to  the  United   States
District Court for the District of Nevada.  The defendants  filed
various motions seeking dismissal of the action.
     
     On  or about October 27, 1995 the Company was served with  a
purported  class action captioned Schreier, et.  al.  v.  Players
International, et al. in the United States District Court for the
District of Nevada, which is essentially identical to the  Poulos
and  Ahern  litigation,  except for  certain  variations  in  the
definition  of  the purported class.  The matter  has  also  been
consolidated with the Poulos and Ahern litigation.
     
     On   April   17,  1996,  the  Court  dismissed   plaintiffs'
Complaint  without  prejudice for failure to plead  their  claims
with  specificity and dismissed defendants' remaining substantive
motions  as  moot.   The Court permitted plaintiffs  to  file  an
amended  complaint.   The matter is currently  in  the  discovery
stage,  after  which substantive motions for  dismissal  will  be
filed   by  the  defendants.   The  Company  believes  that   the
plaintiffs  claims are wholly without merit and does  not  expect
that  the  lawsuit  will have a material adverse  effect  on  the
Company's financial position or results of operations.
     
J.A. Miller, et. al. v. Showboat Star Partnership, et al.
     
     Showboat Star Partnership, a subsidiary of the Company,  was
served  with  a  petition captioned J.A.   Miller,  et.  al.   v.
Showboat Star Partnership, et. al. on or about February 27, 1997,
Docket No.  10-14544, in the 38th Judicial District Court, Parish
of  Cameron,  State  of Louisiana.  The plaintiffs,  a  group  of
oyster  fishermen,  allege  in the  petition  that  on  or  about
February  2, 1997, the Star Riverboat discharged raw  sewage  and
other hazardous and toxic substances from the bilge of the vessel
into  Lake Charles.  Plaintiffs further allege that, since  1994,
the  Star  Riverboat and the Players Lake Charles Riverboat  have
discharged  raw  sewage and other hazardous and toxic  substances
into  Lake  Charles  which  is part  of  the  Calcasieu  Estuary.
Plaintiffs  claim that alleged acts of the Company have  resulted
in  great  damage to natural oyster beds forty-three  (43)  miles
down  river  in  Cameron Parish, resulting  in  oysters  situated
thereon  to become dangerous and unfit for human consumption  and
or/preventing the oyster fishermen from harvesting oysters.   The
oyster  fishermen  are  claiming both compensatory  and  punitive
damages.   The matter is in the early stages of litigation.   The
Company  has  filed several motions in response to  the  petition
including  motions to dismiss the action.  The Company  has  also
requested certain discovery in connection with the motions.   The
Company intends to vigorously defend this action.
     
Ceola and Richard Morris v. Players Lake Charles, Inc.; et al.
     
     Players Lake Charles, Inc. has been named as a defendant  in
a  claim in Louisiana State Court for personal injuries filed  by
Ceola  and Richard Morris.  The claim allegedly resulted  when  a
piece of fret-work aboard the Players Lake Charles Riverboat fell
from  the  wall  and allegedly hit Ms. Morris on the  head.   The
Company's  primary  insurer with respect  to  this  claim,  Anglo
American  Insurance Company Limited ("Anglo American")  has  been
placed  in  liquidation, which liquidation proceedings are  still
ongoing.   It  is  not known whether, at the conclusion  of  such
proceedings, Anglo American will have sufficient assets remaining
to  satisfy any judgment that may be obtained against the Company
in  this  case, which is currently set for trial on September  8,
1998.   The  Company continues to pursue its claim against  Anglo
American.
     
W. Todd Akin, et. al. v. Missouri Gaming Commission
     
     W.  Todd  Akin  et.  al. v. Missouri Gaming  Commission  was
filed in the Circuit Court of Cole County, Missouri, in August of
1996  in  order to seek a judicial declaration that the  Missouri
Gaming Act is unconstitutional because, allegedly contrary to the
Missouri  Constitution, the Missouri Gaming  Act  permits  gaming
facilities (such as the Maryland Heights Facility) to be  located
upon  artificial basins fed by the Missouri River.   The  Company
and  Harrah's, the Missouri Riverboat Gaming Association and  the
City  of  Maryland Heights intervened in order to  protect  their
respective  interests.  The statute was found constitutional  and
the  suit was dismissed without prejudice in its entirety on  the
merits by the trial court in December, 1996.  That dismissal  was
appealed directly to the Missouri Supreme Court by the plaintiffs
in  January,  1997.  On November 25, 1997, the  Missouri  Supreme
Court ruled that gaming may occur only in artificial spaces  that
are  contiguous  to  the  surface  stream  of  the  Missouri  and
Mississippi Rivers.  The case was remanded to the trial court for
a factual determination as to whether those casino operators meet
this  requirement.  The plaintiffs dismissed their  case  against
the Company after this ruling but prior to a determination by the
trial court on this issue.  A number of Missouri gaming licensees
conduct   gaming   operations  directly  on  the   Missouri   and
Mississippi  rivers and thus these operators are not expected  to
be adversely affected by the implications of the Akin decision.
     
     In  January,  1998, the Company was advised by the  Missouri
Gaming  Commission  that it intended to take disciplinary  action
against the licenses held by the Company in Maryland Heights  for
failure  to comply with Missouri law, as modified and interpreted
in  the  Akin  decision, and to revoke the Company's licenses  to
conduct  games  of chance at the Maryland Heights  Facility.   In
response  to  this, on January 9, 1998, the Company (and  certain
other casino companies) sought and obtained a Preliminary Writ of
Prohibition  from  the Circuit Court of Cole County,  prohibiting
the  Missouri  Gaming Commission from taking disciplinary  action
against  such companies.  On January 29, 1998, following hearings
on  the  Petition for Writ of Prohibition, the Circuit  Court  of
Cole  County made its Preliminary Writ of Prohibition  permanent,
holding  that  the companies had a constitutional  right  to  due
process  which was violated by the proposed disciplinary  actions
of   the   Missouri  Gaming  Commission.   The  Missouri   Gaming
Commission  appealed that decision granting a Writ of Prohibition
to  the  Missouri  Supreme Court.  On May 28, 1998  the  Missouri
Supreme  Court  issued its decision in this case,  reversing  the
decision  of  the  Circuit  Court  and  quashing  the   Writ   of
Prohibition  issued against the Missouri Gaming Commission.   The
Court   found   that  because  the  Missouri  Gaming   Commission
presumptively  had  jurisdiction  to  take  disciplinary   action
against  gaming facilities for failing to comply with  state  law
location requirements, a Writ of Prohibition was an inappropriate
remedy.   The  Court  held  that  the  companies'  objections  to
jurisdiction  and other components of the proceedings  should  be
addressed  to the agency, and to the courts of appeal should  the
companies  not  prevail before the agency.  The Court  also  held
that  the  appeal  was  an effective alternative  remedy  at  law
because  the  Commission  does have the  authority  to  stay  any
adverse  decision  pending  the  outcome  of  all  appeals,  thus
rendering   prohibition   an   inappropriate   remedy   in    the
circumstances.
     
     On  June   18,  1998, the Missouri Gaming Commission  issued
its  Preliminary  Orders for Disciplinary Action  to  the  gaming
companies  affected by the Akin decision, including the  Company.
The  Company has until July 18, 1998 to request a hearing on  the
Preliminary Orders for Disciplinary Action.  The Company  intends
to request such a hearing, which stays the effect of the proposed
Preliminary  Orders indefinitely and entitles the  Company  to  a
full  evidentiary hearing before the Missouri Gaming Commission's
Hearing  Officer.   There are five gaming companies  in  separate
locations   which  will  be  receiving  Preliminary  Orders   for
Disciplinary Action and for whom hearings must be conducted.  The
Missouri  Gaming Commission has indicated that all hearings  will
be conducted prior to any recommended decision being submitted to
the  Commission  by  its  Hearing  Officer  for  a  vote  of  the
Commission  on final discipline for any facility.   Hearings  are
anticipated to take several weeks.  Discovery is permitted and it
is  anticipated that hearings are unlikely to commence  prior  to
September or October of 1998.  Should a recommendation adverse to
the   Company  be  made  and  adopted  by  the  Missouri   Gaming
Commission,  the Company may obtain a stay of any discipline,  in
order  to  appeal  to  the  Missouri Court  of  Appeals,  Western
District.  Appeals of this type ordinarily take six months to one
year  from  filing to decision.  Further appeal from any  adverse
decision  of the Missouri Court of Appeals may then be  taken  by
transfer to the Missouri Supreme Court.
     
     Because  of management's belief that the Company is entitled
to  clarification of the uncertainty caused by the Akin  decision
and  the  Missouri  Gaming Commission's  and  Attorney  General's
interpretation of it, the Company and Harrah's filed suit  for  a
declaratory judgment in Circuit Court on January 22, 1998.   Such
suit  seeks  a  declaration  that: (i) the  Company's  reasonable
reliance   upon  the  prior  approval  of  the  Missouri   Gaming
Commission  of  its  location prohibits  adverse  action  by  the
Commission or Attorney General against the Company on  the  basis
of  the subsequent Akin decision; (ii) the Company, if found  not
in  compliance to any extent, must be permitted a period of  time
within which to remedy any deficiency in its facilities to  bring
them  into  compliance; and (iii) the Company is entitled  to  be
justly  compensated for any financial loss resulting from adverse
actions of the Missouri Gaming Commission or the Attorney General
in  enforcing  their  interpretation of the  Akin  decision.   On
February 23, 1998 the Commission filed its Motion to Dismiss  the
Petition   for   Lack   of  Ripeness  and  Failure   to   Exhaust
Administrative Remedies.  On March 26, 1998 arguments were  heard
on  the  Commission's Motion by the Circuit Court.  On April  13,
1998  the  Circuit Court issued its Order denying the Motions  to
Dismiss and requiring an Answer to be filed.  Defendants'  Answer
to  the  Petition was filed May 1, 1998 and Plaintiff's Discovery
commenced  with  Interrogatories and Requests for  Production  of
Documents  on  April  16,  1998.  While  this  case  involves  no
monetary sum, it will be diligently prosecuted by the Company  in
order  to obtain relief from the uncertainty created by the  Akin
decision.
     
     Because  of the questions raised, but not answered,  in  the
Missouri  Supreme Court's Akin decision, and because the  Company
has  not  yet had its hearing on the Missouri Gaming Commission's
Preliminary  Order  for Disciplinary Action, the  Company  cannot
predict what effect the Missouri Supreme Court's ruling,  or  any
action  of  the  Attorney General or Missouri Gaming  Commission,
will  have on the operations at Maryland Heights.  At this  time,
based  on  discussions  with Missouri legal  counsel,  management
believes that any potential problem could be remedied through (i)
a  public  referendum at the November 1998 Missouri  election  in
order to cure any ambiguity or uncertainty in the law or (ii) the
defenses  available to the Company if a lawsuit or administrative
action  based on this ruling were to be brought or (iii) remedial
action  to  the  property.   The  riverboat  gaming  industry  in
Missouri is currently circulating petitions for signatures of  8%
of   the   qualified  voters  in  two-thirds   of   the   state's
congressional  districts  for  the  purpose  of  placing  on  the
November  1998 statewide general election ballot a constitutional
amendment  authorizing floating facilities within 1,000  feet  of
the  main  channel of the Missouri and Mississippi Rivers.   Such
initiative,  if  approved  by  the voters,  would  terminate  all
litigation and disciplinary action described herein.   The  staff
of  the  Missouri Gaming Commission has suggested to counsel  for
the  Company  that  no  final decision  of  the  Missouri  Gaming
Commission  on disciplinary actions is anticipated prior  to  the
November, 1998 election.  Should the initiative fail, the Company
shall  pursue  its  state  administrative  remedies  before   the
Missouri Gaming Commission, judicial review before the courts  of
appeal,  and  the Company's litigation for declaratory  judgment,
injunction  and  compensation for regulatory taking  of  property
described above.
     
     If,  subsequent to any judicial or administrative resolution
of  any  of  the  foregoing issues, remediation of  the  Maryland
Heights  property  were considered, management  would,  prior  to
undertaking any remediation, (i) consult with Harrah's concerning
the  alternative means by which to remediate the property and the
terms   thereof,   including  whether   the   Company   in   such
circumstances  would  be  contractually  obligated  to  fund  any
remediation  effort  and (ii) individually evaluate  whether  the
cost  of remediation would be justified in light of the projected
future  results  of  the Company's Maryland  Heights  operations.
Management  cannot presently provide any assurance as to  whether
the  Maryland Heights Facility would be permitted to  modify  the
facility to comply with any such remediation order or whether the
Company's  legal  defenses, legislative or electoral  avenues  or
other means available would be successful to permit continued use
of the facility without interruption.  Further, it is unclear, in
the  event of a determination of non-compliance, what penalty  or
monetary  obligation  or sanction, if any, including  a  possible
temporary or permanent closure, could be imposed on the  Maryland
Heights  Facility or the Company.  If the Company could  not,  or
chose  not  to,  remediate the property and it were  closed,  the
Company  would  incur a substantial write-down  in  asset  values
related  to  the  property  in addition  to  the  possibility  of
incurring  substantial losses related to any potential  shut-down
or  suspension  of  operations.  Such  negative  impacts  may  be
offset, in part, by certain tax benefits.

Item  4.   Submission of Matters to a Vote of  Security  Holders;
Directors and Executive Officers of the Company

     During  the fourth quarter ended March 31, 1998,  no  matter
was  submitted  to  a  vote of the Company's  stockholders.   The
directors and executive officers of the Company are as follows:
     
                             PRESENT POSITION        DIRECTOR      
           NAME              WITH THE COMPANY         SINCE     AGE
      Edward Fishman  Chairman of the Board of         1985      55
                      Directors
      Howard          President, Chief Executive       1986      53
      Goldberg        Officer and Director
      John Groom      Executive Vice President,        1997      53
                      Chief Operating Officer and
                      Director
      Marshall S.     Director                         1989      59
      Geller
      Lee Seidler     Director                         1987      63
      Charles Masson  Director                         1996      45
      Earl Webb       Director                         1996      42
      Lawrence Cohen  Director                         1996      40
      Vincent J.      Director                         1997      59
      Naimoli
      Alan R.  Buggy  Director                         1997      49
      Peter J.        Executive Vice President          --       52
      Aranow          Finance, Chief Financial
                      Officer, Treasurer and
                      Secretary
      Patrick H.      Vice President and General        --       36
      Madamba, Jr.    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  as an officer, Mr. Goldberg was a director, and 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.  Mr.  Goldberg
currently serves as a director of iMall, Inc.
     
     John  Groom  joined the Company as Executive Vice President,
Operations  in January, 1996, and became Chief Operating  Officer
of the Company in September, 1996.  From May, 1979 until January,
1995,  Mr. Groom served in various executive management positions
within  the  Caesars organization at Caesars  Atlantic  City  and
Caesars Palace Las Vegas.
     
     Marshall   S.   Geller is the Chairman and  Chief  Executive
Officer of Geller & Friend Capital, a merchant banking investment
company.   He was formerly interim President and Chief  Operating
Officer of the Company from November, 1992, through April,  1993.
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.,  iMall,  Inc.,  DataLink
Systems Corporation and Cabletel Communications Corporation.
     
     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 was a Professor  of
Accounting and Price Waterhouse Professor of Auditing at New York
University from 1965 to 1985.
     
     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
Griffin  Gaming & Entertainment, Inc. ("GG&E") (formerly  Resorts
International,  Inc.) from November, 1993 until  December,  1996.
Mr.  Masson served as a director of Color Tile, Inc. from August,
1996 until July, 1997.
     
     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 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.
     
     Vincent  J.   Naimoli has served as Chairman, President  and
Chief Executive Officer of Anchor Industries International, Inc.,
a  multi-industry,  operating,  holding  and  financial  services
company since 1989 and as the Managing General Partner and  Chief
Executive  Officer of the Tampa Bay Devil Rays since  1995.   Mr.
Naimoli  served as a director of GG&E from May 1994  to  December
1996,  as  Chairman,  President and Chief  Executive  Officer  of
Doehler-Jarvis,  Inc., a designer and manufacturer  of  precision
aluminum castings, from 1991 to 1995, as Chairman, President  and
Chief   Executive  Officer  of  Harvard  Industries,   Inc.,   an
automotive  components  company,  from  1993  to  1997,  and   as
Chairman,  President  and  Chief  Executive  Officer  of   Ladish
Company, Inc., a manufacturer of forged titanium and other  metal
components,  from  1993  to 1995.  He  serves  on  the  Board  of
Directors   of   Florida  Progress  Corporation,  Russell-Stanley
Corporation and Simplicity Pattern Company, Inc.
     
     Alan  R.   Buggy has served as President and Chief Executive
Officer of The Chalfont Group, an investment company, since 1997.
From 1994 to 1997, Mr. Buggy served as Managing Director of Price
Waterhouse.   From  1990 to 1993, Mr. Buggy served  as  Executive
Chairman  of ITC Entertainment Group.  Mr. Buggy also  served  as
Managing  Director  of Samuel Montagu, Inc., a  merchant  banking
firm,  from 1983 to 1990.  From 1982 to 1983, he served as Senior
Vice  President  of  American  Scandinavian  Bank,  managing  the
corporate finance and treasury divisions.
     
     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,
and  from August 1997 to the present.  From 1977 to May 1993,  he
was   a  Senior  Managing  Director  in  the  investment  banking
department of Bear Stearns specializing in the gaming industry.
     
     Patrick  H.  Madamba, Jr. was appointed Vice  President  and
General  Counsel  to the Company on June 10, 1997.   Mr.  Madamba
joined  the  Company  in  January  1995  as  Vice  President  and
Associate General Counsel.  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.
     
                             PART II
                                
                                
Item 5.  Market for the Registrant's Common Equity and Related
       Stockholder Matters

      The  Company's  Common Stock is traded on  the  Nasdaq  National
Market under the symbol "PLAY".  The following table
sets  forth  the  high and low closing sale prices  of  the  Company's
Common Stock, as reported by the Nasdaq National Market, during
the periods indicated.
                                         High        Low

     Fiscal 1997
          First Quarter                  12-1/8     9-1/8
          Second Quarter                 10-1/4     6-1/16
          Third Quarter                 7-13/16     5-1/8
          Fourth Quarter                 6-1/8      4-5/8
                                                  
     Fiscal 1998                                  
                                                  
          First Quarter                  4-9/16       3
          Second Quarter                 4-7/16     2-3/8
          Third Quarter                  4-7/16     2-9/16
          Fourth Quarter                 5-1/8      3-1/8
                                                       
     Fiscal 1999                                  
                                                  
          First Quarter (through June   5-37/64     4-1/2
          25, 1998)

      The  last reported sales price of the Common Stock on the Nasdaq
National Market on June 25, 1998 was 4 1/2  per share.
There were approximately 536 holders of record of the Company's Common
Stock as of June 19, 1998.

     The Company has never declared or paid cash dividends on its
Common  Stock.  Under the terms of the covenants  of  its  Senior
Notes  and its Credit Line, the Company cannot pay cash dividends
to  the  holders  of  its  Common Stock.  The  Company  presently
intends to retain earnings to finance the operation and expansion
of  its business.  See " Business Gaming Regulation" and "Company
Repurchase Rights with Respect to Company Securities" with regard
to  certain  regulations and provisions affecting  the  Company's
securities.

Item 6.   Selected  Financial Data

      Selected  financial data for, and as of the end of, each of
the  years  in  the five-year period ended March 31,  1998,   are
presented below.


                                 1998     1997     1996    1995      1994
                                 (in thousands, except per share data)
Operations Data:                                                     
                                                                           
   Total revenues              $323,218 $291,210 $291,395 $223,695 $107,082
                                          
   Net  income (loss)             1,951  (46,298)  22,320   45,755   20,952
                                                                           
Earnings per Common Share Assuming                                         
Dilution:
                                                                           
   Net income (loss)                $.06  $(1.56)     $.70    $1.47   $.72
                                                                           
Balance Sheet Data:                                                        
                                                                           
   Cash, cash equivalents and
      marketable securities, net  17,223   20,567   23,247    50,332  77,546
                                                                           
   Total assets                  409,587  421,289  413,432   223,790 138,565
                                                                           
   Long term debt, including     182,549  196,000  153,000     8,907   5,865
      current portion                                       
                                                                           
   Total stockholders' equity    157,914  155,881  193,627   176,143 115,844

Selected Quarterly Financial Information (Unaudited)

      Set  forth below is selected financial information for  the
last eight fiscal quarters.  In management's opinion, the results
include   all   adjustments,  consisting  of   normal   recurring
adjustments, necessary for a fair presentation of the information
for  the  periods  presented when read in  conjunction  with  the
historical  Consolidated Financial Statements and  notes  thereto
contained elsewhere herein.

                                   First   Second   Third   Fourth
                                  Quarter Quarter  Quarter  Quarter   Total
                                   (in  thousands, except per share data)
Fiscal 1998

 Casino Revenues:                                                          
 Lake Charles                     $37,337  $39,922  $36,056  $35,784 $149,099
 Metropolis                        18,725   21,032   19,118   21,350   80,225
 Mesquite                           4,438        -       -       -      4,438
 Maryland Heights                  15,287   17,425   17,050   18,813   68,575
                                  $75,787  $78,379  $72,224  $75,947 $302,337

 Loss on sale of Mesquite property(2)  -        -  $  (400)    (171)    (571)
 Agreement with City of Lake Charles   -        -       -      4,153    4,153
 Adjusted EBITDA (1)               12,658   15,632   11,447   15,487   55,224
 Income before other income                                                
   (expense) and provision for
   income taxes                     6,745    9,400    5,682    4,511   26,338
 Net income (loss)                    293    2,120      166    (628)    1,951
 Earnings (loss) per common share-                             
   assuming  dilution                $.01     $.07     $.01   $(.02)     $.06
                                                                           
 Fiscal 1997                                                               
                                                                           
 Casino Revenues:                                                          
 Lake Charles                     $47,348  $41,407  $33,341 $36,943  $159,039
 Metropolis                        19,152   20,385   18,976  17,860    76,373
 Mesquite                           5,752    5,468    5,788   6,364    23,372
 Maryland Heights                       -        -       -    3,876     3,876
                                  $72,252  $67,260  $58,105 $65,043  $262,660
                                                                           
 Impairment and write-down of assets    -        -       -   $7,357    $7,357
 Loss on sale of Mesquite property(2)   -        -       -  $57,397   $57,397
 Restructuring charge                   -    $9,007       -      -     $9,007
 Adjusted EBITDA (1)              $16,870   $12,292  $7,754  $8,923   $45,839
 Income (loss) before other income                                         
    (expense) and provision for
    income taxes                  $11,572 $(2,687) $(1,152) $(64,002)(56,269)
 Net income (loss)                $ 4,762 $(3,843) $(3,105) $(44,112)(46,298)
 Earnings (loss) per common share-                                         
    assuming dilution                 .15    (.13)    (.11)    (1.41)  (1.56)

(1)   Represents  earnings,  before interest  income  (expense),
  provision  for  income  taxes, depreciation  and  amortization
  (including joint venture depreciation and amortization),  pre-
  opening expenses, impairment and write-down of assets, loss on
  sale of Mesquite property, restructuring charge, agreement with
  the  City of Lake Charles and other income.  Adjusted earnings
  before interest, taxes, depreciation, and amortization ("Adjusted
  EBITDA") is not intended to represent cash flows for any of the
  quarterly periods, nor has it been presented as an alternative to
  income from operations as an indicator of operating performance
  and should not be considered in isolation or as a substitute for
  measures  of performance prepared in accordance with generally
  accepted  accounting principles.  EBITDA-based information  is
  presented solely as supplemental disclosure because EBITDA  is
  frequently used to analyze companies on the basis of operating
  performance, leverage and liquidity.
(2)  During 1997, the Company recorded a loss on the sale of the
  Mesquite  property  totaling $57,397,000.   During  1998,  the
  estimated  remaining liabilities associated with the  Mesquite
  facility were re-evaluated and reduced by $571,000.

Item  7.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operation

     The  following discussion and analysis provides  information
which  management  believes  is relevant  to  an  assessment  and
understanding  of  the  consolidated  results  of  operation  and
financial  condition  of the Company and its  subsidiaries.   The
Company  owns  and  operates riverboat gaming  and  entertainment
facilities.   These include one riverboat casino  in  Metropolis,
Illinois  (the "Metropolis Facility"), two riverboat  casinos  in
Lake  Charles,  Louisiana (the "Lake Charles Facility")  and  two
contiguous,  permanently moored, dockside  riverboat  casinos  in
Maryland  Heights,  Missouri (the "Maryland  Heights  Facility").
The  Company  operated a land-based casino  resort  in  Mesquite,
Nevada  (the  "Mesquite  Facility") until  June  30,  1997.   The
Company  also  owns  and  operates a  thoroughbred  racetrack  in
Paducah,  Kentucky  ("Bluegrass  Downs").   Since  the  Company's
fiscal  year  ends on March 31st, references to the  years  1998,
1997,  and  1996, mean the twelve month periods ended  March  31,
1998, March 31, 1997, and March 31, 1996, respectively.

Results of Operations

Financial Highlights

                                Years ended March 31,           % Increase/
                                1998   1997      1996           (Decrease)
                                                                98vs. 97vs.
(Dollars in thousands, except per share amounts)                 97    96
Casino Revenues                                                           
   Metropolis                  $80,225    $76,373    $82,191   5.0   (7.1)
   Lake Charles                149,099    159,039    170,678  (6.3)  (6.8)
   Maryland Heights             68,575      3,876          -    (c)      -
   Mesquite                      4,438     23,372     16,870    (d)   38.5
                               302,337    262,660    269,739   15.1   (2.6)
                                                                          
Total Revenues                                                            
   Metropolis                   83,430     79,501     85,902   4.9   (7.5)
   Lake Charles                157,102    167,107    176,061  (6.0)  (5.1)
   Maryland Heights             73,127      4,383          -    (c)      -
   Mesquite                      8,700     38,945     27,941    (d)   39.4
   Other                           859      1,274      1,491  (32.6) (14.6)
                               323,218    291,210    291,395    11.0     -
                                                                          
Operating Income (Loss)                                                   
   Metropolis                   21,659     21,580     29,139     -   (25.9)
   Lake Charles                 20,797     25,862     46,926  (19.6) (44.9)
   Maryland Heights (a)        (4,317)   (10,545)          -    (c)      -
   Mesquite                      (528)    (8,077)   (10,629)    (d)   24.0
   Corporate, development,    (11,844)   (18,685)   (21,565)   36.6   13.4
     pre-opening & other
   Loss on sale of Mesquite        571   (57,397)          -    (e)      -
   Restructuring charge              -    (9,007)          -      -      -
                                26,338   (56,269)     43,871  146.8 (228.3)
                                                                          
   Depreciation and
     amortization (b)           20,806     21,806     17,236   (4.6)  26.5
   Interest expense (net)       23,466     15,761      8,868   48.9   77.7
   Net income (loss)             1,951    (46,298)    22,320  104.2  (307.4)
   Earnings (loss) per
     share assuming dilution      0.06     (1.56)       0.70  103.8  (322.9)   
                                                                          
Operating Margin (operating                                               
income/total revenues)
   Metropolis                    26.0%      27.1%      33.9%  (1.1)  (6.8)
                                                                pts    pts
   Lake Charles                  13.2%      15.5%      26.7%  (2.3)  (11.2)
                                                                pts    pts
   Maryland Heights             (5.9%)   (240.6%)          -    (c)      -
   Mesquite                     (6.1%)    (20.7%)    (38.0%)    (d)   17.3
                                                                       pts
   Consolidated                   8.1%    (19.3%)      15.1%   27.4  (34.4)
                                                                pts    pts
(a)  Amount includes the Company's 50% share of both the Maryland
  Heights Joint Venture operating losses and the Maryland Heights
  Joint Venture depreciation and amortization.  For 1998, Players
  share of the total loss from investment in the Maryland Heights
  Joint Venture was approximately $11.2 million which consisted of
  $6.7 million in operating losses and $4.5 million in depreciation
  and amortization.  For 1997, Players share of the total loss from
  investment  in  the  Maryland Heights Joint  Venture  was  $1.9
  million, including $400,000 of depreciation and amortization.

(b)   The 1998 and 1997 amounts do not include  Player's share of
  the Maryland Heights Joint Venture depreciation and amortization
  of approximately $4.5 million and $400,000, respectively.
     
(c)   The Maryland Heights Facility opened on March 11, 1997, and
  was operational for less than one month in 1997.

(d)  The Mesquite Facility was sold on June 30, 1997.

(e)   The 1998 amount represents reversals of accruals taken with
respect to the 1997 loss on sale of Mesquite.

Results of Operations

Revenues

   Increases in casino and total revenues in 1998 as compared  to
1997  resulted  primarily  from  the  opening  of  the  Company's
Maryland Heights Facility on March 11, 1997.  Revenues from  this
facility  more than offset year to year decreases in revenues  at
the  Company's  Lake  Charles Facility and  the  absence  of  any
revenues  from  Mesquite after the facility's sale  on  June  30,
1997.

   The  year  over  year increase in revenues at  the  Metropolis
Facility  was  due  to  the new dining and entertainment  complex
which  was  placed  in service during December,  1997,  the  mild
winter  experienced in Fiscal 1998, and the absence  of  flooding
which  adversely  impacted Metropolis  results  in  March,  1997.
Increased  competition  and flooding in 1997  resulted  in  lower
revenues as compared to 1996.

  In Lake Charles, the Company experienced year over year revenue
decreases  from 1998 as compared to 1997 and 1997 as compared  to
1996 due to the opening of a second riverboat by its primary Lake
Charles  competitor in July, 1996, bringing the total  number  of
riverboats in the Lake Charles market to four.  In addition,  the
Company  significantly curtailed its bus  programs  at  the  Lake
Charles  Facility in the last quarter of Fiscal 1998 to eliminate
programs  which were less accretive to operating  income.   Hotel
revenues increased in the last quarter of Fiscal 1998 due to  the
Company's acquisition of the Lake Charles Holiday Inn.

   The  Maryland Heights Facility opened on March 11,  1997,  and
contributed  revenues for three weeks in 1997  versus  an  entire
year  in  1998.  The mild winter in Fiscal 1998 and the continued
growth of the St. Louis gaming market have resulted in sequential
quarterly increases in revenues.

   The  Mesquite Facility operated for three months in 1998 prior
to its sale on June 30, 1997, versus an entire year in 1997.

Operating Income (Loss)

   Increases  in  operating income in 1998 as compared  to  1997,
excluding  the  loss  on the sale of Mesquite  and  restructuring
charge,  were  primarily  attributable to  decreased  losses  for
Maryland  Heights, the absence of operating losses  for  Mesquite
following the facility's sale on June 30, 1997, and a significant
reduction  in  corporate,  development,  pre-opening  and   other
expenses.

  The Metropolis Facility's operating income for 1998 as compared
to  1997 remained stable.  Although revenues increased during the
comparable  periods, increases in promotional and other  expenses
reduced operating margins in 1998 as compared to 1997.

  Operating income in Lake Charles was impacted by a $4.2 million
one-time  charge  taken in March, 1998,  related  to  a  new  tax
agreement with the City of Lake Charles.  The Company reached  an
agreement with the City of Lake Charles both to settle litigation
and  to  establish  a  permanent method of calculating  the  City
admission  fee on Players' riverboats.  Under the new  agreement,
which  began March 1, 1998, the Company will pay the City both  a
percentage  of  gaming revenue in lieu of a  passenger  admission
fee,  and $544,000 per year for ten years.  The present value  of
the  fixed annual payments, including expenses, was accounted for
as  a  one-time charge of $4.2 million in the fourth  quarter  of
Fiscal  1998.     Excluding the one-time charge taken  in  March,
1998,  the Lake Charles Facility's operating income for 1998  was
$25.0 million as compared to $25.9 million resulting in operating
margins  of  15.9%  and 15.5% respectively.   The  year-over-year
operating  margin  increase was the result  of  cost  containment
efforts  and  a  focus on eliminating programs  which  were  less
accretive to earnings.

   The Maryland Heights operating loss for 1998 and 1997 includes
the  Company's casino operations, the Company's 50% share in  the
operations of the joint venture, pre-opening costs, and a  write-
down  of contributed land.  1998 and 1997 comparative information
is as follows:

                                            1998             1997
        Players, Maryland Heights:                       
          Operating (income) loss        $(6,895)             496
          Pre-opening costs                    -            4,099
          Write-down of contributed land       -            4,015
        50% Share of Joint Venture:                                  
          Operating loss                  11,212            1,070
          Write-off of deferred pre-                            
            opening costs                      -            1,590
          Development period interest                       
            income                             -             (725)
        Total Operating Loss (a)          $4,317          $10,545

(a)   The  1998 and 1997 amounts include Players Maryland Heights
depreciation and amortization of approximately $3.9  million  and
$210,000, respectively, and Players share of the Maryland Heights
Joint  Venture  depreciation and amortization of    approximately
$4.5 million and $411,000, respectively.

   Corporate, development, pre-opening & other expenses decreased
substantially in 1998 as compared to 1997 principally due to  the
absence  of development costs in 1998 (approximately $2.0 million
in  1997),  a   $1.3 million decrease in corporate administrative
expenses,  the  absence in 1998 of a $2.6 million write-down  for
the  impairment  of  Bluegrass Downs, and a  difference  of  $1.3
million  in  1998 compared to 1997 in the amount  of  unamortized
financing costs written off.

   The  increase in depreciation and amortization expense in 1998
as compared to 1997 was due to depreciation from Maryland Heights
and  the  Maryland  Heights  Joint  Venture  in  1998  which  was
partially offset by the absence of Mesquite depreciation in  1998
and  a difference of $1.3 million in 1998 compared to 1997 in the
amount  of unamortized financing costs written off ($1.4  million
write-off in 1998 versus $2.7 million write-off in 1997).

   Decreases  in  operating income in 1997 as compared  to  1996,
excluding  the loss on the sale of Mesquite and the restructuring
charge,  were primarily attributable to decreased casino  revenue
coupled  with  additional  spending  on  advertising,  marketing,
promotions, and entertainment at the Metropolis and Lake  Charles
Facilities,  and the commencement of operations at  the  Maryland
Heights Facility in the fourth quarter of 1997.

   The Maryland Heights Facility commenced operations in the last
month  of Fiscal 1997.  The operating loss for 1997 included  the
first three weeks results of the Company's casino operations, the
first  three  weeks results of the Company's  50%  share  in  the
operations of the joint venture, pre-opening costs, and the write-
down of land contributed to the joint venture.

   Mesquite's  operating loss was reduced in 1997 as compared  to
1996.   The facility operated for the entire year of 1997  versus
nine months in 1996.

   Corporate, development, pre-opening & other expenses decreased
in 1997 as compared to 1996 principally due to the curtailment of
development  activities with an accompanying  decline  in  legal,
consulting  and  other professional fees, travel,  and  personnel
relocation  expenses.  This decline was partially offset  by  the
write-off  of  the  $2.7 million of unamortized  financing  costs
related to the original Bank Credit Facility and the $2.6 million
write-down  for  the  impairment of Bluegrass  Downs  which  were
recorded in 1997.

   Effective  April  1,  1996, the Company adopted  Statement  of
Financial  Accounting Standards No. 121, ("SFAS 121")  Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to  be  Disposed.  During the fourth quarter of Fiscal 1997,  the
Company  reevaluated  its  investment  in  Bluegrass  Downs   and
committed  to  a  plan  to remove from service  and  replace  the
Metropolis  dining and entertainment barge.  In  accordance  with
SFAS   121,  impairment  losses  for  Bluegrass  Downs  and   the
Metropolis barge of $2.6 million and $700,000 respectively,  were
recorded in 1997.

    The increase in depreciation and amortization expense in 1997
as compared to 1996 was due to assets, including the Lake Charles
"Island" dining and entertainment barge, the Lake Charles parking
garage,  and the Mesquite Facility, which all had a full year  of
depreciation   expense  in  1997  compared   to    partial   year
depreciation in 1996.  In addition, the write-off of $2.7 million
of  unamortized  financing costs related  to  the  original  Bank
Credit Facility was recorded in 1997.

Interest Expense (Net)

   Interest expense, net of interest income, increased in 1998 as
compared  to  1997 due to additional borrowings to  complete  the
Maryland Heights Facility and to acquire the Lake Charles Holiday
Inn,  an increase in the Company's average borrowing rate, and  a
decrease  in  the amount of capitalized interest.   The  interest
rate  increase  resulted from revisions  to  the  Company's  Bank
Credit  Agreement in December, 1996.  Interest  expense,  net  of
interest  income,  increased in 1997 as compared  to  1996  as  a
result  of  additional borrowings under the Bank Credit Agreement
and  liquidation of all remaining marketable securities  to  fund
the capital investment in Maryland Heights.  Capitalized interest
totaled  $381,000, $6.7 million, and $3.3 million in 1998,  1997,
and 1996 respectively.

Additional Factors Affecting Future Operating Income

  Effective January 1, 1998, the State of Illinois approved a new
graduated  tax  schedule to replace the prior  tax  schedule  for
gaming  win for all Illinois licensees.  Previously, a  flat  tax
rate  of  20%  was  applied to all gaming  win.   Under  the  new
structure, the following tax schedule applies:

          $0 to 25 million in gaming win - 15%
          $25 million to $50 million in gaming win - 20%
          $50 million to $75 million in gaming win - 25%
          $75 million to $100 million in gaming win - 30%
          Over $100 million in gaming win - 35%

   Road  construction is tentatively scheduled to begin  on  U.S.
Interstate 10 in front of the Company's Lake Charles Facility  in
September, 1998, and is scheduled to be completed in March, 1999.
The construction will result in lanes of U.S. Interstate 10 being
closed for periods of time, although the Company has been advised
that one Eastbound lane and one Westbound lane will always remain
open,  permitting  access to and from the  casino.   The  Company
cannot  determine what effect any traffic delays caused  by  road
construction  may  have  on patronage to the  facility,  although
significant  delays may adversely impact patronage  and  revenues
during the construction period.

Investments and Capital Expenditures

   On January 9, 1998, the Company completed the acquisition of a
269  room  hotel,  formerly operated as the Lake Charles  Holiday
Inn,  for a total purchase price of approximately  $19.2 million.
The  purchase was funded with borrowings under the Company's Bank
Credit Agreement.

   On  December  15, 1997, the Company opened its  new,  expanded
dining  and entertainment barge at the Metropolis Facility.   The
total   project   cost,  excluding  capitalized   interest,   was
approximately $9.6 million, of which $6.4 million was expended in
1998.

   On  March  11,  1997, the Company opened its Maryland  Heights
Facility.   The  Company's  share  of  the  total  project  cost,
excluding capitalized interest, approximated $141 million, all of
which had been expended as of May 15, 1997.

Capital Resources and Liquidity

   The Company's balance sheet at March 31, 1998, as compared  to
March  31,  1997,  reflects changes from capital expenditures  in
Maryland  Heights  and Metropolis, the acquisition  of  the  Lake
Charles  Holiday Inn, the associated increase in bank  debt,  and
tax  refunds received in 1998 related to the loss on the sale  of
Mesquite.  The balance sheet at March 31, 1997, versus March  31,
1996,  reflects changes principally from capital expenditures  in
Maryland Heights, additional investments in the Maryland  Heights
Joint Venture, the associated increase in bank debt, and the sale
of Mesquite in March, 1997.

   During 1998, cash generated by operations, cash from the  sale
of  Mesquite  and the associated tax refund, net bank borrowings,
and equipment financing were the sources of funds for investments
in  Maryland  Heights, the construction of  the  new  dining  and
entertainment facility in Metropolis, and the acquisition of  the
Lake Charles Holiday Inn.  In July, 1997, the Company received
approximately $7 million in cash from the completion of the  sale
of  the Mesquite Facility and $23.8 million from a Federal income
tax  refund for the fiscal year ended March 31, 1997,  which  was
used to reduce bank borrowings.

   The following table summarizes the sources and uses of capital
for the past three fiscal years:

       Years ended March 31,             1998      1997       1996
       (Dollars in thousands)

        Sources of capital:                                     
           Cash provided by             
             operations                 $53,265   $28,458    $20,748
           Issuance of Senior Notes           -         -    150,000
           Bank borrowings               48,000    65,500      3,000
           Proceeds from sale of       
             property and equipment       7,718    30,749          -
           Proceeds from sale of         
             marketable securities            -     4,401    196,886
           Exercise of stock options
             and warrants                    82     5,598      1,297
                Total                  $109,065  $134,706   $371,931
        Uses of capital:                                            
           Purchases/construction of
             property and equipment     $40,216   $46,499   $147,119
           Purchases of marketable 
             securities                       -         -    170,806
           Investment in joint      
             venture                      5,379    61,875     34,015
           Repayments of long-term      
             debt                        65,356    22,500      8,907
           Purchase of treasury stock         -         -      7,294
           Debt issuance costs            1,458     2,051      8,890
           Increase (decrease) in     
             cash and cash equivalents  (3,344)     1,781    (5,100)
                Total                  $109,065  $134,706   $371,931

   The  Company has had a revolving credit agreement (the "Credit
Agreement")  with  a  group of banks led  by  Wells  Fargo  since
August,  1995.   The  Credit Agreement was revised  in  December,
1996,  following a default under its then current minimum  EBITDA
covenant.  The December, 1996 revisions permitted the Company  to
complete  the  construction of the Maryland Heights project,  but
eliminated  the Company's ability to use borrowed funds  for  any
other  purposes and required repayment of the full amount of  the
loan  by  June 30, 1998.  In July, 1997, following the completion
of  Maryland  Heights and the paydown of the bank line  with  the
proceeds of the Mesquite sale and the associated tax refund,  the
Company began discussions with Wells Fargo to revise the terms of
the  Credit Agreement.  In March, 1998, the Company closed a  new
$80 million five year bank agreement with Wells Fargo and a group
of  participating banks.  The new agreement reduced the Company's
floating rate interest cost from 2 1/2% over the prime rate to 2 1/2%
over  LIBOR  (from approximately 11% to 8 1/4% in the then  current
interest   rate   environment).  At  the  Company's   discretion,
borrowings under the new bank agreement can be drawn at  1%  over
prime  to  provide  additional  flexibility.  The  new  agreement
contains  covenants that, among other things, place  restrictions
on  additional indebtedness, dividends, capital expenditures, and
limit  share  repurchases to $10 million plus 50% of  net  income
during the term of the agreement.

   The  Company believes that expected cash flow from  operations
will  be  sufficient  to  meet working capital  requirements  for
current operations and debt service through March 31, 1999.  Cash
requirements beyond what is available from operating  cash  flow,
such as significant capital expenditure projects, if any, can  be
met  through  the Company's $80 million bank credit  facility  of
which  $30  million was outstanding as of March  31,  1998.   The
Company   currently   has  no  plans  for   significant   capital
expenditures beyond its normal maintenance capital expenditures.

Contingencies

   The  Company  is involved in certain litigation regarding  the
constitutionality  of  gaming facilities (such  as  the  Maryland
Heights  Facility)  located upon artificial  basins  fed  by  the
Missouri  River.   See Part I, Item 3, W. Todd Akin,  et  al.  v.
Missouri Gaming Commission.  Based on the outcome of the November
referendum  and  subsequent  court proceedings,  the  possibility
exists  that  the Company could be forced either to remediate  or
close  the Maryland Heights Facility.  If either of these  events
occur, the Company could incur substantial remediation costs or a
substantial  write-down  in asset values.  The  amounts  involved
cannot be reasonably estimated at this time.

      Each  cruising  riverboat is regulated by  the  U.S.  Coast
Guard.   U.S.  Coast  Guard regulations  require  that  hulls  of
vessels of the type being operated by the Company in Lake Charles
and  Metropolis  be inspected every five years at  a  U.S.  Coast
Guard  approved dry docking facility which will cause a temporary
loss  of service that could last one month or longer, unless  the
U.S. Coast Guard determines that an alternative to dry docking is
acceptable.   The next inspection is scheduled to  occur  in  the
fall  of  calendar 1998 for the Lake Charles Star Riverboat,  the
fall of calendar 2000 for the Players III Lake Charles Riverboat,
and  the  fall  of  calendar 2000 for the  Metropolis  Riverboat.
Subject to U.S. Coast Guard approval, the Company is pursuing  an
underwater onsite inspection of the hull of the Lake Charles Star
Riverboat  as an alternative to dry docking.  An underwater  hull
inspection   would  likely  involve  a  minimal   disruption   in
operations;  however, no assurance can be given that dry  docking
and the related loss of service will not be required.

Year 2000

   The  "Year 2000" problem refers to the inability of  computers
and  software  programs  to recognize and properly  process  data
fields  containing a two digit year.  A system which is not  Year
2000  compliant would not be able to correctly process date-based
information,  and  in  extreme  situations,  could  cause  entire
systems to be disabled.

   During  Fiscal 1998, the Company began evaluating its  various
systems  and  applications  to determine  whether  or  not  those
systems  and applications were Year 2000 compliant.  The  process
involves system reviews, testing, and modification or replacement
of  date-sensitive hardware and software.  To date, an  inventory
of  systems  has  been completed.  Based upon  this  review,  the
Company  has identified the major systems which are not compliant
and  has implemented a plan of action to replace or update  those
systems.  The plan calls for completion of any identified systems
or  application  changes  or upgrades connected  with  Year  2000
compliance  before  December 31, 1998.  The  total  cost  to  the
Company for its Year 2000 compliance activities has not been  and
is  not  anticipated to be material to its financial position  or
results from operations.

Effects of Recent Accounting Pronouncements

   The  Financial  Accounting Standards  Board  ("FASB")   issued
Statement  of  Financial Accounting Standards ("SFAS")  No.  130,
Reporting  Comprehensive Income, which is  effective  for  fiscal
years beginning after December 15, 1997.  This statement requires
businesses to disclose comprehensive income and its components in
their  financial statements.  Management intends to  comply  with
the  disclosure requirements of this statement in the year ending
March 31, 1999.

   The FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, which is effective for fiscal
years   beginning  after  December  15,  1997.   This   statement
redefines  how  operating  segments are determined  and  requires
qualitative  disclosure  of  certain  financial  and  descriptive
information  about a company's operating segments.   The  Company
will  adopt  SFAS  No.  131 in the year ending  March  31,  1999.
Management  has  not  finalized its analysis of  which  operating
segments it will report on to comply with SFAS No. 131.

Forward Looking Information

   Certain information included in this section and elsewhere  in
this  Annual  Report on Form 10-K contains, and  other  materials
filed  or  to  be  filed by the Company with the  Securities  and
Exchange  Commission  (as well as information  included  in  oral
statements or other written statements made or to be made by  the
Company)  contain  or  will  contain or include,  forward-looking
statements  within the meaning of Section 21E of  the  Securities
and  Exchange  Act of 1934, as amended, and Section  27A  of  the
Securities   Act  of  1933,  as  amended.   Such  forward-looking
statements   address,  among  other  things,   the   effects   of
competition,  the resolution of pending or threatened  litigation
or  regulatory proceedings concerning the Company's alleged  non-
compliance  with  Missouri's gaming laws and Constitution,  plans
for future riverboat hull inspections, I-10 road construction  in
Lake   Charles,  future  borrowing  and  capital  costs,
plans  for  future  expansion  and  property
enhancements,    business   development    activities,    capital
expenditure programs and requirements, financing sources and  the
effects of legislation and regulation (including possible  gaming
legislation,  gaming licensure and regulation,  state  and  local
regulation,  tax  regulation, and the  potential  for  regulatory
reform).   Forward looking statements can generally be identified
by  the use of forward-looking terminology such as "may", "will",
"expect", "intend", "estimate", "believe", or "continue"  or  the
negative  thereof  or variations thereon or similar  terminology.
Such  forward-looking  information  is  based  upon  management's
current  plans  or expectations and is subject  to  a  number  of
uncertainties  and risks that could significantly affect  current
plans,  anticipated actions, and the Company's  future  financial
condition  and  results of operations.  These  uncertainties  and
risks  include,  but  are  not  limited  to,  those  relating  to
conducting operations in an increasingly competitive environment,
conducting operations at a newly or recently developed site or in
a  jurisdiction  for  which gaming has recently  been  permitted,
changes   in   state  and  local  gaming  laws  and  regulations,
development  and  construction  activities,  leverage  and   debt
service  requirements (including sensitivity  to  fluctuation  in
interest  rates),  general economic conditions,  the  U.S.  Coast
Guard's   acceptance  of  underwater  hull  inspections   as   an
alternative to dry docking and inspection, changes in federal and
state  tax laws, the disruption to Lake Charles operations caused
by   road  construction,  action  taken  under  applications  for
licenses (including renewals) and approvals under applicable laws
and  regulations (including gaming laws and regulations), and the
legalization   of   gaming  in  certain  jurisdictions.    As   a
consequence,  current  plans,  anticipated  actions,  and  future
financial  condition and results may differ from those  expressed
in  any  forward-looking statements made by or on behalf  of  the
Company  and no assurance can be given that such statements  will
prove to be correct.

Item  7A.  Quantitative and Qualitative Disclosures about  Market
Risk

     Not applicable.

Item 8.   Financial Statements and Supplementary Data

      The  consolidated financial statements are as set forth  in
the Index to Consolidated Financial Statements on page 34.

Item  9.    Changes  in  and Disagreements  With  Accountants  on
Accounting and Financial Disclosure

     None.

                            PART III


     Except  for  the  information regarding  executive  officers
called  for  by Item 401 of Regulation S-K, which is included  in
Part  I,  Item  4  hereof,  Items 10,  11,  12  and  13  will  be
incorporated  by  reference  to the  Company's  definitive  proxy
statement for its Annual Meeting of  Stockholders or by reference
to Form 10-K/A, which in either case will be filed not later than
120  days  after  the  end  of   the Company's  fiscal  year,  in
accordance with General Instruction G(3) to Form 10-K.

                              PART IV
                                
Item 14.    Exhibits, Financial Statement Schedules and Reports
on Form 8-K

(a)  (1) and (2) Index to Financial Statements
                                                     PAGE

  REPORT OF INDEPENDENT AUDITORS                           35

  CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1998 AND 1997
                                                           36

  FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31,
1998:

  CONSOLIDATED STATEMENTS OF OPERATIONS                    37

  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY          38

  CONSOLIDATED STATEMENTS OF CASH FLOWS                    39

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               41

  All other schedules have been omitted because they are
  not applicable or not required or the required
  information is included in the Consolidated Financial
  Statements or Notes thereto.
  
Exhibit                       Description
Number
  
3.1(1)  Articles of Incorporation, as amended, of Players
        International, Inc. (the "Company").
3.2(11) By-laws of the Company, as amended.
4.1(11) Indenture among certain subsidiaries of the Company and
        First Fidelity Bank, National Association, as Trustee,
        including form of Note (the "Senior Note Indenture").
4.2(1)  Form of First Supplemental Indenture to the Senior Note
        Indenture.
4.3(1)  Form of Second Supplemental Indenture to the Senior
        Note Indenture.
        Form of Third Supplemental Indenture to the Senior Note
4.4     Indenture.
10.1(3) The Company's 1985 Incentive Stock Option Plan.
10.2(4) Amendment No. 1 to the Company's 1985 Incentive Stock
        Option Plan.
10.3(5) The Company's 1990 Incentive Stock Option and Non-
        Qualified Stock Option Plan, as amended.
10.4(2) The Company's 1993 Stock Incentive Plan.
10.5(2) Form of Registration Rights Agreement dated as of June
        23, 1992 by and among the Company, Southern Illinois
        Riverboat/Casino Cruises, Inc., and the purchasers
        named therein.
10.6(2) Agreement dated February 12, 1993 by and between
        Jebaco, Inc. and the Company with respect to the
        assignment of an option agreement relating to the
        Downtowner Hotel (now known as the Players Hotel).
10.7(2) Option Agreement dated December 24, 1991 by and among
        The Beeber Corporation and Elisabeth S. Woodward and
        Jebaco, Inc. with respect to the Downtowner Hotel (now
        known as the Players Hotel).
10.8(2) Amendment to Option Agreement dated March 9, 1993 by
        and among The Beeber Corporation and Elisabeth S.
        Woodward and Players Lake Charles, Inc., a subsidiary
        of the Company, with respect to the Downtowner Hotel
        (now known as the Players Hotel).
10.9(2) License and Services Agreement dated December 8, 1992
        by and among The Griffin Group, Inc., the Company and
        Southern Illinois Riverboat/Casino Cruises, Inc., as
        amended.
10.10(2)Joint Venture Agreement dated May 1993 between
        Amerihost and a subsidiary of the Company with respect
        to a hotel in Metropolis, Illinois adjacent to the
        Company's Metropolis riverboat.
10.11(6)Lease dated March 19, 1993 by and among the Beeber
        Corporation and Players Lake Charles, Inc., a
        subsidiary of the Company.
10.12(7)Agreement of Purchase and Sale dated June 16, 1994,
        between Gem Mesquite, Ltd. and Players Nevada, Inc., a
        subsidiary of the Company (including form of letter
        Agreement from the Company to Gem Mesquite, Ltd.
        relating to registration rights).
10.13(7)Transfer of Data Agreement dated June 16, 1994, between
        Gem Gaming, Inc. and Players Nevada, Inc. (including
        form of Promissory Note).
10.14(7)Development Consulting Agreement dated June 16, 1994,
        between Gem Gaming, Inc. and Players Nevada, Inc.
        (including form of 1994 Series G Warrant).
10.15(7)Option Transfer Agreement dated June 16, 1994, between
        Gem Gaming, Inc., Gem Mesquite, Ltd. and Players
        Nevada, Inc.
10.16(8)The Company's 1994 Directors Stock Incentive Plan, as
        adopted April 14, 1994, and as amended July 14, 1994.
10.17(9)Agreement for Sale of Partnership Interests among the
        Company and certain of its subsidiaries and Showboat,
        Inc. and certain of its subsidiaries.
10.18(1)Asset Purchase Agreement dated August 16, 1995 among
        the Company, Players Lake Charles, Inc. and the Beeber
        Corporation.
10.19(1)Form of Credit Agreement ("Credit Agreement") among the
        Company, First Interstate Bank of Nevada, N.A., Bankers
        Trust Company, BT Securities Corporation, and certain
        other Lenders party thereto.
10.20(1)Form of Revolving Promissory Notes made by the Company
        in favor of the Lenders party to the Credit Agreement.
10.21(1)Form of Swing Line Promissory Note made by the Company
        in favor of First Interstate Bank of Nevada, N.A.
10.22(1)Form of Guaranty made by Players Lake Charles, Inc.,
        Players Nevada, Inc., Southern Illinois
        Riverboat/Casino Cruises, Inc., Players Bluegrass
        Downs, Inc., Players Riverboat Management, Inc.,
        Players Riverboat, Inc., Players Mesquite Golf Club,
        Inc., Players Indiana, Inc., Players Riverboat, LLC,
        Players Mesquite Land, Inc., Players Maryland Heights,
        Inc., River Bottom Inc. and Showboat Star Partnership
        in favor of First Interstate Bank of Nevada, N.A.
10.23(1)Form of Company Pledge Agreement between the Company
        and First Interstate Bank of Nevada, N.A.
10.24(1)Form of Company Pledge Agreement (Nevada) between the
        Company and First Interstate Bank of Nevada, N.A.
10.25(1)Form of First Amendment to Company Pledge Agreement
        (Nevada) between the Company and First Interstate Bank
        of Nevada, N.A.
10.26   Form of LLC Membership Interest Security Agreement
 (1)    between the Company and First Interstate Bank of
        Nevada, N.A.
10.27   Form of Company Security Agreement between the Company
 (1)    and First Interstate Bank of Nevada, N.A.
10.28   Form of Subsidiary Security Agreement (Nevada) among
 (1)    Players Nevada, Inc., Players Mesquite Golf Club, Inc.,
        Players Mesquite Land, Inc. and First Interstate Bank
        of Nevada, N.A.
10.29   Form of Subsidiary Security Agreement (Louisiana) among
 (1)    Players Lake Charles, Inc., Showboat Star Partnership,
        Players Riverboat LLC and First Interstate Bank of
        Nevada, N.A.
10.30   Form of Subsidiary Security Agreement (Illinois)
 (1)    between Southern Illinois Riverboat/Casino Cruises,
        Inc. and First Interstate Bank of Nevada, N.A.
10.31   Form of Partnership Interest Security Agreement between
 (1)    Players Riverboat Management, Inc. and First Interstate
        Bank of Nevada, N.A.
10.32   Form of Collateral Account Agreement between the
 (1)    Company and First Interstate Bank of Nevada, N.A.
10.33   Form of Nevada Deed of Trust, Fixture Filing and
 (1)    Security Agreement with Assignment of Rents relating to
        the Credit Agreement.
10.34   Form of Louisiana Act of Mortgage, Fixture Filing and
 (1)    Security Agreement between Players Lake Charles, Inc.
        and First Interstate Bank of Nevada, N.A.
10.35   Form of Illinois Mortgage Fixture Filing and Security
 (1)    Agreement with Assignment of Rents relating to the
        Credit Agreement.
10.36   Form of First Preferred Ship Mortgage made by Showboat
 (1)    Star Partnership (an entity owned, directly or
        indirectly, by the Company and its subsidiaries) to
        First Interstate Bank of Nevada, N.A.
10.37   Form of Environmental Indemnity made by the Company to
 (1)    First Interstate Bank of Nevada, N.A.
10.38   Form of Master Vessel and Collateral Trust Agreement
 (1)    between First Interstate Bank of Nevada, N.A. as
        Administrative Agent and First Interstate Bank of
        Nevada, N.A. as Trustee and acknowledged and accepted
        by the Company.
10.39   Partnership Agreement dated November 2, 1995, by and
 (10)   between Harrah's Maryland Heights Corporation and
        Players MH, L.P.
10.40   Guaranty of Players International, Inc. dated November
 (10)   2, 1995.
10.41   Management Agreement dated November 2, 1995 by and
 (10)   between Riverside Joint Venture and Harrah's Maryland
        Heights Operating Company.
10.42   License Agreement dated November 2, 1995 by and among
 (10)   Players International, Inc., Riverside Joint Venture
        and Harrah's Maryland Heights Operating Company.
10.43   Ground Lease dated November 3, 1995 by and between
 (10)   Harrah's Maryland Heights LLC and Riverside Joint
        Venture.
10.44   Lease Agreement dated as of November 3, 1995 by and
 (10)   between Riverside Joint Venture and Players MH, L.P.
10.45   Parent Guaranty of Players International, Inc. dated
 (10)   November 3, 1995.
10.46   Right of First Refusal to Purchase dated November 3,
 (10)   1995 by and between Harrah's Maryland Heights LLC and
        Players MH, L.P.
10.47   Option Agreement dated November 3, 1995 by and between
 (10)   Riverside Joint Venture and Harrah's Maryland Heights,
        L.L.C.
10.48   Development of Agreement (Earth City Expressway
 (10)   Extension) by and between the City of Maryland Heights
        and Riverside Joint Venture.
10.49   Form of Agreement between the Company and Lake Charles
        Construction Corporation dated November 15, 1995 for
        the Players Island-Entertainment Barge.
10.50   Agreement between the Company and Lake Charles
        Construction Corporation dated February 16, 1996 for
        the Players Island-Entertainment Barge.
10.51   Retirement Agreement and General Release dated
 (12)   September 9, 1996 between the Company and Edward
        Fishman.
10.52   Retirement Agreement and General Release dated
 (12)   September 9, 1996 between the Company and David
        Fishman.
10.53   Amended and Restated Credit Agreement, dated as of
 (13)   December 16, 1996, among the Company and the Lenders
        party thereto, Wells Fargo Bank, N.A., Bankers Trust
        Company and BT Securities Corporation.
10.54   Purchase Agreement by and among Players Nevada, Inc.,
 (14)   Players Mesquite Land, Inc., Players Mesquite Golf
        Club, Inc. and RBG, LLC.
10.55   March 17, 1997 Letter Agreement to the Asset Purchase
 (15)   Agreement Extending Closing Date.
10.56   March 18, 1997 Letter Agreement to the Asset Purchase
 (15)   Agreement Regarding Application of Due of Due Diligence
        Fee.
10.57   March 18, 1997 Letter Agreement to the Asset Purchase
 (15)   Agreement Regarding Certain Matters Incident to
        Closing.
10.58   Asset Purchase Agreement dated as of September 30, 1997
        by and between Lakeshore Hotels, Ltd.  and Players
        International, Inc.
10.59   November 13, 1997 Amendment No. 1 to Asset Purchase
        Agreement
10.60   December 17, 1997 Amendment No. 2 to Asset Purchase
        Agreement
10.61   Second Amended and Restated Credit Agreement, dated as
        of March 11, 1998, among the Company and the Lenders
        party thereto and Wells Fargo Bank, N.A.
10.62   March 24, 1998 Letter Agreement regarding execution of
        the Settlement and Admission Fee Agreement.
10.63   Settlement and Admission Fee Agreement dated May 15,
        1998 among Players Lake Charles, L.L.C., Showboat Star
        Partnership and the City of Lake Charles
  21    Subsidiaries of Players International, Inc.
  27    Financial Data Schedule
____________

(1)Filed as an exhibit to the Company's Registration
   Statement on Form S-4, File No. 33-60085, and
   incorporated herein by reference.
(2)Filed as an exhibit to the Company's Registration
   Statement on Form S-3, File No. 33-61026, and
   incorporated herein by reference.
(3)Filed as an exhibit to the Company's Registration
   Statement on Form 10 filed on August 13, 1986, File No.
   0-14897, as amended on Form 8 filed October 17, 1987,
   and incorporated herein by reference.
(4)Filed as an exhibit to the Company's Annual Report on
   Form 10-K for the fiscal year ended March 31, 1988 and
   incorporated herein by reference.
(5)Filed as an exhibit to the Company's Annual Report on
   Form 10-K for the fiscal year ended March 31, 1991 and
   incorporated herein by reference.
(6)Filed as an exhibit to the Company's Registration
   Statement on Form S-3, as amended by Form S-3, File No.
   33-75006, and incorporated herein by reference.
(7)Filed as an exhibit to the Company's Current Report on
   Form 8-K filed on June 24, 1994, and incorporated herein
   by reference.
(8)Filed as an exhibit to the Company's Registration
   Statement on Form S-3 filed on July 24, 1994, and
   incorporated herein by reference.
(9)Filed as an exhibit to the Company's Annual Report on
   Form 10-K for the fiscal year ended March 31, 1995, and
   incorporated herein by reference.
(10)Filed as an exhibit to the Company's Quarterly Report
   on Form 10-Q for the quarter ended December 31, 1995,
   and incorporated herein by reference.
(11)Filed as an exhibit to the Company's Quarterly Report on
   Form 10-Q for the quarter ended September 30, 1996,
   incorporated herein by reference.
(12)Filed as an exhibit to the Company's Form 8-K dated for the
   period September 17, 1996, and incorporated
   by reference.
(13)Filed as an exhibit to the Company's Quarterly Report on
   Form 10-Q for the quarter ended December 31, 1996, and
   incorporated herein by reference.
(14)Incorporated by reference to exhibit attached to Form 8-
   K/A. Filing dated March 18, 1997, and incorporated herein by
   reference.
(15)Incorporated by reference to exhibit attached to Form 8-K.
   Filing dated March 18, 1997 and incorporated herein by reference.

SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                         Players International, Inc.

Date:     June 26, 1998         By   /s/ Edward Fishman
                                Edward Fishman
                                Chairman of the Board

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this annual report has been signed below by the  following
persons on behalf of the registrant and in the capacities and  on
the  dates indicated below.  This annual report may be signed  in
multiple  identical  counterparts all of which,  taken  together,
shall constitute a single document.


Dated:    June 26, 1998            /s/ Edward Fishman
                                 Edward Fishman
                                 Chairman of the Board

Dated:    June 26, 1998            /s/ Howard Goldberg
                                 Howard Goldberg
                                 President, Chief Executive Officer and
                                 Director (Principal Executive Officer)

Dated:    June 26, 1998            /s/ Peter J. Aranow
                                 Peter J. Aranow
                                 Executive Vice President Finance, Chief
                                 Financial Officer,Treasurer
                                 and Secretary (Principal Financial Officer)

Dated:    June 26, 1998            /s/ John Groom
                                 John Groom
                                 Executive Vice President, Chief
                                 Operating Officer and Director

Dated:    June 26, 1998            /s/ Lydia Clement
                                 Lydia Clement
                                 Corporate Controller (Principal
                                 Accounting Officer)

Dated:    June 26, 1998            /s/ Vincent J. Naimoli
                                 Vincent J. Naimoli, Director

Dated:    June 26, 1998            /s/ Alan R. Buggy
                                 Alan R. Buggy, Director

Dated:    June 26, 1998            /s/ Lawrence Cohen
                                 Lawrence Cohen, Director

Dated:    June 26, 1998            /s/ Lee Seidler
                                 Lee Seidler, Director

Dated:    June 26, 1998            /s/ Marshall S. Geller
                                 Marshall S. Geller, Director

Dated:    June 26, 1998            /s/ Earl  Webb
                                 Earl Webb, Director

Dated:    June 26, 1998            /s/ Charles Masson
                                 Charles Masson, Director

           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                              
                                                            Page

Report of Independent Auditors                              35

Consolidated Balance Sheets as of March 31, 1998 and 1997   36

Consolidated Statements of Operations for the Years Ended
     March 31, 1998, 1997 and 1996                          37

Consolidated Statements of Stockholders' Equity for the     38
     Years Ended March 31, 1998, 1997 and 1996

Consolidated Statements of Cash Flows for the Years Ended
     March 31, 1998, 1997 and 1996                          39

Notes to Consolidated Financial Statements                  41



All  other  schedules  have been omitted  because  they  are  not
applicable  or  not  required  or  the  required  information  is
included  in  the  Consolidated  Financial  Statements  or  Notes
thereto.
                                
                 REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Players International, Inc.

     We have audited the accompanying consolidated balance sheets
of  Players International, Inc. and Subsidiaries as of March  31,
1998  and  1997,  and  the  related  consolidated  statements  of
operations, stockholders' equity, and cash flows for each of  the
three years in the period ended March 31, 1998.   These financial
statements  are  the responsibility of the Company's  management.
Our  responsibility is to express an opinion on  these  financial
statements based on our audits.

     We   conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

     In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,  the
consolidated  financial position of Players  International,  Inc.
and Subsidiaries at March 31, 1998 and 1997, and the consolidated
results  of  its operations and its cash flows for  each  of  the
three   years in the period ended March 31, 1998,  in  conformity
with generally accepted accounting principles.


                                   ERNST & YOUNG LLP


Philadelphia, Pennsylvania
May 18, 1998

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
            (dollars in thousands, except par value)
                                   ASSETS

                                                           March 31,           
                                                        1998       1997
CURRENT ASSETS:
 Cash and cash equivalents                            $17,223    $20,567
  Accounts  receivable,  net  of  allowance   for                       
      doubtful accounts of $786 at March 31,
      1998 and $750 at March 31, 1997                   3,559      3,142
  Inventories                                           1,476      1,955
  Deferred income tax                                   2,010      1,881
  Income taxes refundable                               6,580     27,534
  Prepaid expenses and other current assets             2,285      3,997
  Assets held for sale                                      -      8,500
     Total current assets                              33,133     67,576
                                                                        
PROPERTY   AND  EQUIPMENT,  net  of   accumulated                       
     depreciation and amortization of
     $44,405  at  March 31, 1998 and  $27,336  at                       
     March 31, 1997                                   237,478    210,442
                                                                        
DEFERRED INCOME TAX - long-term                             -      4,654
                                                                        
NOTES RECEIVABLE                                        1,500          -
                                                                        
INTANGIBLES,  net of accumulated amortization  of                       
      $3,572 at March 31, 1998 and
      $2,593 at March 31, 1997                         35,302     36,271
                                                                        
INVESTMENT IN JOINT VENTURE                            96,587     95,401
                                                                        
OTHER ASSETS                                            5,587      6,945
                                                                        
                                                     $409,587   $421,289
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt                    $2,008     $8,500
  Accounts payable                                      4,590      6,466
  Accrued liabilities                                  28,832     33,969
  Other liabilities                                     3,775      2,921
     Total current liabilities                         39,205     51,856
                                                                        
DEFERRED INCOME TAX                                     2,930          -
                                                                        
LONG-TERM DEBT, net of current portion                180,541    187,500
                                                                        
OTHER LONG-TERM LIABILITIES                            28,997     26,052
                                                                        
COMMITMENTS AND CONTINGENCIES (Note 16)                                 
                                                                        
STOCKHOLDERS' EQUITY:                                                   
  Preferred  stock, no par value,  Authorized  --           -          -
    10,000,000 shares, Issued - none
  Common  stock,  $.005 par value, Authorized  --                       
    90,000,000 shares, Issued-
    32,613,498   shares at March  31,  1998  and 
    32,563,348 shares at March 31, 1997                   163        163
  Additional paid-in capital                          132,338    132,256
  Treasury  stock,  at cost;  672,100  shares  at
      March 31, 1998 and March 31, 1997               (7,294)    (7,294)
  Retained earnings                                    32,707     30,756
     Total stockholders' equity                       157,914    155,881
                                                                        
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $409,587   $421,289
                                
                                
The accompanying notes are an integral part of these consolidated
                           statements.
                                
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
          (dollars in thousands, except per share data)
                                
                                                   Years ended March 31,
                                                1998       1997       1996
REVENUES:
  Casino                                      $302,337  $262,660   $269,739
  Food and beverage                             11,978    14,139     11,825
  Hotel                                          3,159     6,608      4,851
  Other                                          5,744     7,803      4,980
                                                                           
                                               323,218   291,210    291,395
COSTS AND EXPENSES:                                                        
  Casino                                       141,338   122,250    110,959
  Food and beverage                             10,654    14,185     12,601
  Hotel                                          1,625     3,144      2,503
  Other operating expenses                      41,350    38,136     34,351
  Selling, general and administrative           58,531    56,246     45,700
  Corporate and other non-operating costs        7,782     9,102     10,387
  Allocated amounts of joint venture            11,212     1,934          -
  City of Lake Charles agreement                 4,153         -          -
  Impairment and write-down of assets                -     7,357          -
  Pre-opening and gaming development costs           -     6,915     13,787
  Depreciation and amortization                 20,806    21,806     17,236
  Loss on sale of Mesquite property              (571)    57,397          -
  Restructuring charge                               -     9,007          -

                                               296,880   347,479    247,524
                                                                           
  Income   (loss)   before   other   income                                
    (expense) and provision (benefit)                                          
    for income taxes                            26,338  (56,269)     43,871
                                                                           
OTHER INCOME (EXPENSE):                                                    
  Interest income                                  651       237      5,850
  Other income, net                                274       241      1,587
  Interest expense                             (24,117)  (15,998)   (14,718)

                                               (23,192)  (15,520)    (7,281)
                                                                           
  Income  (loss) before provision (benefit)
   for income taxes                              3,146  (71,789)     36,590
                                                                           
PROVISION (BENEFIT) FOR INCOME TAXES             1,195  (25,491)     14,270
                                                                           
NET INCOME (LOSS)                               $1,951  ($46,298)   $22,320
                                                                        
EARNINGS (LOSS) PER COMMON SHARE:                                          
        Basic                                    $0.06   ($1.56)      $0.75
        Diluted                                  $0.06   ($1.56)      $0.70
                                
The accompanying notes are an integral part of these consolidated
                           statements.
                                
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE THREE YEARS ENDED MARCH 31, 1998
                     (dollars in thousands)
                                

                               Additional
                Common Stock     Paid-In    Unrealized   Treasury Stock Retained
                Shares  Amount   Capital       Loss     Shares   Amount Earnings
                                                                             
BALANCE, March 31,   
 1995        29,672,400  148    $121,712     $(451)        -      -   $54,734
Shares issued
 under stock
 option plans   187,180    1       1,296         -         -      -     -
Tax benefit from                                                             
  exercise of
  non-qualified options -      -      713       -        -      -        -
Adjustment for number                                                        
  of shares as the result
  of the stock split    -      -       (2)       -        -      -       -
Purchase of common
  stock         (672,100)      -        -        -      672,100  7,294   -
Change in unrealized                                                         
  loss on marketable 
  securities, net of tax-      -        -       450        -      -      -
Net income              -      -       -          -        -      -    22,320
                                                                             
BALANCE, March 31,
  1996        29,187,480  149     123,719        (1)    672,100  7,294  77,054
Shares issued for
  warrants
  exercised    2,100,000   11       5,590         -         -      -       -
Shares issued pursuant                                                       
  to retirement
  agreement      603,768    3      2,996        -        -      -       -
Expired put options    -    -        (49)       -        -      -       -
Change in unrealized                                                         
  loss on marketable
  securities, net of tax -  -          -          1        -      -       -
Net loss                -  -          -          -        -      -   (46,298)

BALANCE, March 31
1997            31,891,248  163    132,256       -       672,100  7,294 30,756 
Shares issued under
 stock option plans 50,150 -          82        -        -         -       -
Net income             -      -           -       -        -         -   1,951
                                                                             
BALANCE, March 31,
  1998        31,941,398 $163    $132,338      $-      672,100  $7,294 $32,707
                         
The accompanying notes are an integral part of these consolidated
                           statements.
                                
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)
                                
                                                                 
                                                 Years ended  March 31,
                                                    1998    1997     1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                 $1,951  ($46,298) $22,320
Adjustment to reconcile net income (loss) to net                           
cash provided by operating activities:
 Depreciation and amortization                     20,806   21,806   17,236
 Amortization of bond premium/(discount)                -        -  (3,861)
 Loss  (gain)  on  disposition of  property  and
   equipment                                         (98)   60,321        -
 Impairment and write-down of assets                    -    7,357        -
 Equity in allocated amounts of joint venture       4,497    1,934        -
 City of Lake Charles agreement                     4,000        -        -
 Stock issued pursuant to retirement agreements         -    3,000        -
 Deferred income taxes                              7,455    1,332  (2,459)
 Other                                              1,059      924      468
                                                                           
Changes in assets and liabilities:                                         
 Accounts and notes receivable                    (1,476)    3,551  (4,985)
 Inventories                                          479  (1,269)  (1,856)
 Income taxes payable (refundable)                 20,954  (27,462)  1,772
 Prepaid expenses and other current assets          1,712      975  (2,484)
 Other assets                                         159    1,141  (1,812)
 Accounts payable                                 (1,876)    (270)  (1,497)
 Accrued liabilities                              (5,137)       80    (918)
 Other liabilities                                (1,220)    1,336  (1,176)
   Net cash provided by operating activities       53,265   28,458   20,748
                                                                           
CASH FLOWS FROM INVESTING ACTIVITIES:                                      
 Net purchases of property and equipment          (40,216) (46,499)(147,119)
 Proceeds  from  disposal  of  property  and
    equipment                                       7,718   30,749        -
 Purchases of marketable securities                     -        -  (170,806)
 Proceeds from sale of marketable securities            -    4,401   196,886
 Investment in joint venture                       (5,379) (61,875)  (34,015)
 Net cash used in investing activities            (37,877) (73,224) (155,054)
                                                                           
CASH FLOWS FROM FINANCING ACTIVITIES:                                      
 Proceeds from issuance of long-term debt          48,000   65,500   153,000
 Repayments of long-term debt                     (65,356) (22,500)   (8,907)
 Purchase of common stock                                -        -   (7,294)
 Debt issuance cost                                (1,458)  (2,051)  (8,890)
 Proceeds  from  exercise of stock  options  and                           
    warrants                                           82    5,598    1,297
 Net  cash  provided  by (used  in)  financing                           
    activities                                    (18,732)  46,547  129,206
                                                       
                                                                           
NET   INCREASE  (DECREASE)  IN  CASH  AND   CASH
EQUIVALENTS                                        (3,344)    1,781  (5,100)

                                                                           
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   20,567   18,786   23,886
                                                                           
CASH AND CASH EQUIVALENTS AT END OF PERIOD         17,223   20,567   18,786
                                
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)

SUPPLEMENTAL CASH FLOW DISCLOSURE:
                                
                                                    Years ended March 31,
                                                    1998      1997     1996
 Interest paid                                     24,507   22,637   10,124
 Income taxes paid                                      9    4,159   15,201
 Debt incurred to purchase land and equipment       3,905        -        -
 Note receivable on sale of Mesquite property       1,500        -        -
 Assets acquired through capital leases               715        -        -
 Unrealized    gain   (loss)    on    marketable  
   securities, net of tax                               -        -    (450)
 Accrued   liabilities  incurred   to   purchase
   property and equipment                               -        -   31,910
 Land,  property  and equipment  contributed  to     
   joint venture                                        -        -    5,459
 Tax   benefit  related  to  exercise  of   non-
   qualified stock options                              -        -      713
                                                                           
The accompanying notes are an integral part of these consolidated
                           statements.

Note 1 - Summary of Significant Accounting Policies

Fiscal Year
     The Company has a fiscal year that ends on March 31.

Basis of Presentation
      The  Company,  through wholly owned subsidiaries,  operates
five riverboat casinos, a horse racetrack facility and, through a
joint  venture,  a  riverboat casino entertainment  complex.  All
operations include food and beverage facilities and a retail gift
shop.   Two  of the facilities include hotel operations.   During
the  fiscal year ended March 31, 1997, the majority of the assets
comprising the Mesquite, Nevada facility ("Mesquite") were  sold.
The  remaining  assets of that facility were sold  in  the  first
quarter of 1998.

      The  consolidated financial statements include the accounts
of   the   Company  and  its  wholly  owned  subsidiaries.    All
significant  intercompany  balances and  transactions  have  been
eliminated.  The investment in joint venture is accounted for  by
the equity method.

     Certain reclassifications have been made to the consolidated
financial  statements as previously presented to conform  to  the
current classifications.

Accounting Estimates
      The  preparation of financial statements in conformity with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
amounts  of  revenues and expenses during the  reporting  period.
Actual results could differ from those estimates.

Cash and Cash Equivalents
      Cash  includes  the minimum cash balances  required  to  be
maintained  by  certain state gaming commissions,  which  totaled
approximately  $3,872,000 and $2,873,000 at March  31,  1998  and
1997,   respectively.   Cash  equivalents   are   highly   liquid
investments  with a maturity of less than three  months  and  are
stated  at  the lower of cost or market value which  approximates
fair value.

Revenues and Promotional Allowances
      Casino  revenues  are the net of gaming wins  less  losses.
Revenues  exclude  the retail value of complimentary  admissions,
food  and beverage, hotel and other items furnished to customers,
which   totaled   approximately  $23,326,000,   $27,238,000   and
$21,336,000  for the years ended March 31, 1998, 1997  and  1996,
respectively.

     The estimated costs of providing such complimentary services
are   included  in  casino  costs  and  expenses  through  inter-
department allocations from the department granting the  services
as follows:
                                
                                                     Years ended March 31,
                                                    (dollars in thousands)
                                                    1998    1997      1996
          Food and beverage                      $17,665  $20,736  $15,651
          Admissions                                 106      157    1,725
          Hotel                                      349    1,281      565
          Other                                      670    1,370    1,177
                                                 $18,790  $23,544  $19,118

Pre-opening and Gaming Development Costs
     All pre-opening and gaming development costs are expensed as
incurred  except for the cost of property and equipment which  is
capitalized.

Credit Risk
      Historically, credit losses have not been material  to  the
results of operations. The financial instruments that subject the
Company   to   credit  risk  consist  principally   of   accounts
receivable.    Ongoing  credit  evaluations  are  performed   and
potential credit losses are expensed at the time a receivable  is
deemed to be uncollectable.

Inventories
      Inventories  consisting of food, beverage and retail  items
are stated at the lower of cost (first-in, first-out) or market.

Property, Equipment, Depreciation and Amortization
     Property and equipment are stated at cost.  Improvements and
extraordinary  repairs  that extend the life  of  the  asset  are
capitalized.   Maintenance and repairs are expensed as  incurred.
Interest  expense is capitalized on major construction  projects.
Capitalized   interest  amounted  to  $381,000,  $6,714,000   and
$3,329,000 in 1998, 1997 and 1996, respectively.

     The Company computes depreciation for property and equipment
using  primarily  the  straight-line method  over  the  estimated
useful  life of the assets.  Amortization of leasehold  and  land
improvements is computed using the straight-line method over  the
lesser of the estimated useful life or lease term.

     The following estimated useful lives are used:

Riverboats and barges                            30 - 40  year
Buildings                                        20 - 40 years
Furniture,  fixtures and  equipment                  5-7 years
Leasehold  and  land improvements    Lesser of useful life or lease term

      Effective October 1, 1995, the Company revised its estimate
of  the  useful  lives of certain property and  equipment.  These
changes  were  made to better reflect industry practice  and  the
estimated  periods  during  which  such  assets  will  remain  in
service.  This  change  increased  net  income  by  approximately
$1,403,000 ($.04 per share on a diluted basis) for the year ended
March 31, 1996.

       Depreciation  expense  of   $17,181,000,  $16,405,000  and
$13,145,000  was  recorded for the fiscal years ended  March  31,
1998,  1997 and 1996 respectively.  Amortization expense amounted
to  $3,625,000, $5,401,000 and $4,091,000 in 1998, 1997 and  1996
respectively.

Intangibles
      Costs  in excess of fair value of tangible assets  acquired
are  recorded  as  intangibles on the  accompanying  consolidated
balance  sheets  and are being amortized using the  straight-line
method.   Effective  October 1, 1995,  the  Company  revised  its
estimate  of the useful life of intangibles from 15 years  to  40
years.   This  change  was made to better reflect  the  estimated
periods  during which the related tangible assets will remain  in
service.   This  change  increased net  income  by  approximately
$466,000  ($.01 per share on a diluted basis) for the year  ended
March 31, 1996.

      The  Company  periodically evaluates whether the  remaining
estimated useful life of intangibles may warrant revision or  the
remaining balance of intangibles may require adjustment generally
based upon expectations of nondiscounted cash flows and operating
income.   At  March 31, 1996, the Company recorded  a  $1,500,000
write-down of goodwill associated with its racetrack facility.

Unamortized Loan Costs
      Costs incurred in connection with the issuance of debt  are
being  amortized using the straight-line method over the term  of
the related debt issue or loan.

Earnings Per Share
      In accordance with the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings Per Share,  basic
earnings  per share is computed by dividing net income (loss)  by
the  number of weighted average common shares outstanding  during
the year.  Diluted earnings per share is computed by dividing net
income  (loss)  by the number of weighted average  common  shares
outstanding  during the year, including common stock  equivalents
(see  Note  14).  All earnings per share amounts for all  periods
have  been presented and, where appropriate, restated to  conform
to SFAS No. 128 requirements.

Recently Issued Accounting Standards
   The  Financial  Accounting Standards  Board  ("FASB")   issued
Statement  of  Financial Accounting Standards ("SFAS")  No.  130,
Reporting  Comprehensive Income, which is  effective  for  fiscal
years beginning after December 15, 1997.  This statement requires
businesses to disclose comprehensive income and its components in
their  financial statements.  Management intends to  comply  with
the  disclosure requirements of this statement in the year ending
March 31, 1999.

   The FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, which is effective for fiscal
years   beginning  after  December  15,  1997.   This   statement
redefines  how  operating  segments are determined  and  requires
qualitative  disclosure  of  certain  financial  and  descriptive
information  about a company's operating segments.   The  Company
will  adopt  SFAS  No.  131 in the year ending  March  31,  1999.
Management  has  not  finalized its analysis of  which  operating
segments it will report on to comply with SFAS No. 131.

Note 2 - Accrued Liabilities

     A summary of accrued liabilities is as follows:

                                                            March 31,
                                                     (dollars in thousands)
                                                          1998        1997
     Insurance claims                                    1,404       1,638
     Chip and token liability                              702         558
     Accrued payroll and related expenses                9,814       8,657
     Accrued interest expense                            7,476       7,477
     Accrued bonus points                                1,831       2,100
     Accrued gaming taxes                                2,142       1,062
     Progressive jackpot liabilities                       663         664
     Other accruals                                      3,527       7,741
     Current portion of liabilities related to the                   
        purchase of a riverboat and a hotel              1,273       4,072
                                                      $ 28,832    $ 33,969

Note 3 - Property and Equipment

     A summary of property and equipment is as follows:

                                                            March 31,
                                                     (dollars in thousands)
                                                         1998         1997
     Land and buildings                                $85,794      $65,174
     Riverboats and barges                             124,277      113,281
     Furniture, fixtures and equipment                  60,143       46,379
     Leasehold and land improvements                     9,439        8,032
     Construction in progress                            2,230        4,912
     Less -- accumulated depreciation                  (44,405)     (27,336)
                                                    $  237,478   $  210,442

      Included in furniture, fixtures and equipment at March  31,
1998,  is  $715,000 of computer equipment relating to  a  capital
lease obligation with accumulated depreciation of $121,000.

Note 4 - City of Lake Charles Agreement

      In  the  fourth  quarter of 1998, the  Company  reached  an
agreement with the City of Lake Charles, Louisiana both to settle
litigation and to establish a permanent method of calculating the
City admission fee on Players' riverboat casinos.  Under the  new
agreement,  beginning March 1, 1998, Players will  pay  the  City
both  a  percentage  of gaming revenue in  lieu  of  a  passenger
admission  fee, and a fixed annual payment of $544,000  per  year
for  ten  years.  The present value of the fixed annual payments,
including  expenses, was accounted for as a  one-time  charge  of
$4,153,000 in 1998.

Note 5 - Sale of Mesquite Property

     On  February 28, 1997, the Company entered into a definitive
agreement  to  sell  the assets comprising  the  Mesquite  casino
resort  for a total purchase price of $30,500,000.  The agreement
was  structured  to  take  place in two  closings.   The  initial
closing  was  completed on March 18, 1997, in which  the  Company
received   $22,000,000  in  cash  for  primarily  the  non-gaming
property and equipment. On June 30, 1997, the second closing  for
the  gaming and other furniture and equipment of the property was
consummated.   As a result of this closing, the Company  received
$7,000,000 in cash and a two-year promissory note for $1,500,000.
     
     The Company entered into a lease with the purchaser pursuant
to  which the Company leased the property for the period  between
the  first  and second closings and absorbed any income  or  loss
related to the operation of the facility during such period.

     As  of  March 31, 1997, the Company recorded a loss  on  the
sale  of  Mesquite totaling $57,397,000.  Such  loss  included  a
write-down  to fair value of the assets which were  sold  in  the
second  closing.   The loss is summarized as follows (dollars  in
thousands):
     
                 Carrying value of property
                   and equipment, net               $  84,232
                 Inventories and other
                   assets                               2,208
                 Expenses related to sale               1,457
                 Proceeds received at first
                   closing                           (22,000)
                 Receivable at second             
                   closing                            (8,500)
                                                   $   57,397

      During 1998, the estimated remaining liabilities associated
with  the  Mesquite  facility were re-evaluated  and  reduced  by
$571,000.

     For  the years ended March 31, 1998 and 1997,  revenues  for
Mesquite were $8,700,000 and $38,945,000, respectively and income
(losses)   before  other  income  (expense)  were   $43,000   and
($65,473,000), respectively, inclusive of the loss on sale.

Note 6 - Impairment and Write-down of Assets

      During the fourth quarter of 1997, the Company re-evaluated
its  investment in its horse racetrack facility, committed  to  a
plan  to remove from service and replace a barge utilized by  one
of  its  riverboat facilities and wrote-down to fair  value  land
that  was contributed to a joint venture.  Impairment losses  and
the write-down of assets totaling $7,357,000 were recorded in the
year ended March 31, 1997, and are detailed below.

      The  Company incurred losses operating the racetrack  since
its  acquisition,  and determined that due to flat  or  declining
demand for both live and simulcast pari-mutuel race wagering that
such operating losses would continue in the future in the absence
of  additional forms of gaming at the facility.  Due to this  and
the  continued  lack of consensus within the  State  of  Kentucky
governing body relating to the expansion of legalized gaming, the
Company  determined  that its investment  in  the  racetrack  was
impaired.   Prior  to  the impairment,  the  book  value  of  the
property and equipment of the racetrack was $3,142,000.  Based on
an  April 1997 appraisal, the land was valued at $475,000.  It is
management's  opinion that this represented the approximate  fair
value of the property.

     The  barge at the Metropolis riverboat facility was  removed
from  service  and  replaced in 1998.  A  replacement  barge  was
purchased  in  1997.  The book value for the barge prior  to  the
impairment was $676,000.  It was estimated that, net of  disposal
costs, the fair value of the barge was zero.

      In 1995, Players contributed land with a carrying value  of
$4,944,000  to  the  joint  venture.   The  land  was  originally
purchased as the potential gaming site for the Company.   In  the
fourth  quarter  of  1997,  an audit of  the  joint  venture  was
completed which included an appraisal of the land determining its
fair  market  value to be $930,000.  This value was used  as  the
basis  for  recording the contribution of the land in  the  joint
venture records.  As a result, the Company reduced its investment
in the joint venture by $4,014,000 in the fourth quarter of 1997.
The  reduction in value of the land by the joint venture did  not
affect the 50% interest the Company holds in the joint venture.

Note 7 - Allocated Amounts of Joint Venture

     In November, 1995, the Company formed a joint venture to co-
develop  a  riverboat  casino complex with Harrah's  in  Maryland
Heights,  Missouri,  which opened in March,  1997.   The  Company
holds a 50% interest in the joint venture.  The investment in the
joint  venture portion of the project is accounted for using  the
equity method of accounting.

      Summary  condensed  financial  information  for  the  joint
venture is as follows (dollars in thousands):
                                                     Years ended March 31,
                                                          (unaudited)
                                                        1998          1997
                    Net revenues                      $ 18,520       $ 952
                    Depreciation and amortization        8,996         847
                    Net loss                            22,424       3,869
                                
                                                            March 31,
                                                           (unaudited)
                                                         1998        1997
                    Current assets                    $ 10,481     $25,646
                    Current liabilities                  5,948      19,864
                    Total assets                       200,917     210,254
                    Partners' capital                  194,960     190,390

Note 8 - Income Taxes

      Deferred  income  taxes  reflect the  net  tax  effects  of
temporary  differences between the carrying amount of assets  and
liabilities for financial reporting purposes and the amounts used
for income tax purposes.  Significant components of the Company's
deferred tax assets and liabilities are as follows:
                                
                                                      Years ended March 31,
                                                     (dollars in thousands)  
                                                          1998        1997
          Deferred tax assets:
            Excess capital loss over capital gain    $      10        $266
            State    tax    net   operating    loss
             carryforwards                               1,051         991
            Excess intangible assets basis                 447         542
            Pre-opening,  development   and   other 
             costs                                       3,412       7,843
            Accrued    liabilities   and    prepaid 
             expenses                                    5,107       7,230
            Deferred revenue                               215         244
            Accrual of directors' option expense           428         475
            Alternative minimum tax credits              2,133          -
                 Total  deferred  tax assets            12,803      17,591
            Valuation allowance                        (1,149)     (1,536)
            Deferred tax assets, net  
              valuation allowance                       11,654      16,055
          Deferred tax liabilities:                            
            Excess tax depreciation                   (11,262)      (7,751)
            Prepaid expenses                           (1,312)      (1,769)
              Total deferred tax liabilities          (12,574)      (9,520)
          Net deferred tax assets (liabilities)      $   (920)   $   6,535

      The valuation allowance on the deferred tax assets consists
primarily  of  an  allowance for state  tax  net  operating  loss
carryforwards and deferred tax assets related to various  states.
The  Company has state net operating losses available  to  offset
future  taxable income of approximately $31,800,000  for  various
states  that  will expire between the years 2004  and  2013.  The
Company  has  an  Alternative Minimum Tax credit carryforward  of
approximately  $2,133,000, which can be  used  to  reduce  future
Federal  tax  liabilities.  This tax  credit  does  not  have  an
expiration date.

      Significant  components of the provision for  (benefit  of)
income taxes attributable to operations are as follows:

                                                Years ended March 31,
                                                (dollars in thousands)
                                            1998        1997          1996
     Current:                                                              
      Federal                           $  (5,441)  $ (25,777)     $ 13,975
      State                                  (819)     (1,045)        2,745
       Total current                       (6,260)    (26,822)       16,720
     Deferred:                                                             
      Federal                                6,776         624      (2,199)
      State                                    679         707        (251)
       Total deferred                        7,455       1,331      (2,450)
     Total provision (benefit)              $1,195    $(25,491)    $ 14,270
                                       

      The 1998 and 1997 net tax losses have been carried back  to
previous  tax  years  and result in refunds of  taxes  previously
paid.

      The reconciliation of income tax attributable to continuing
operations computed at the Federal statutory rates to income  tax
expense is:
                                                        
                                                  Years ended March 31,
                                              1998       1997       1996
     Federal statutory rate (benefit)          35%       (35%)       35%
     State   taxes  on  income,  net   of      (3%)       (1%)        4%
           Federal income tax benefit
     Non-deductible expenses                   2%           -          -
     Other                                     4%           -          -
     Financial  statement provision  rate
     (benefit)                                38%         (36%)      39%

Note 9 - Restructuring Charge

      The  restructuring  charge in 1997 reflects  the  Company's
decision  to  significantly  reduce its  pursuit  of  development
opportunities  in  new  or  emerging  jurisdictions  and  instead
concentrate  on improving its existing operations.  The  one-time
charge  consists principally of the net loss on the  disposal  of
assets held for or used in development activities and the cost of
employee severance arrangements. This resulted from the  sale  of
the  Players  I riverboat, which was previously held  for  future
deployment,  and  a  corporate  aircraft,  the  closure  of   two
development  offices  and the retirement  or  termination  of  21
senior  management  and staff.  The affected  employees  included
those  specifically  responsible for the Company's  developmental
activities and others affected by the Company's revised  business
plan.   In  1998 and 1997, approximately $800,000 and $7,800,000,
respectively, were charged against the     reserve established by
the restructuring.

Note 10 - Other Long-Term Liabilities

     A summary of other long-term liabilities follows:

                                                          March 31,
                                                     (dollars in thousands)
                                                          1998       1997
     Net  present value of estimated future  payments
        to purchase a hotel                             $ 24,990   $ 25,161
     Long-term portion of agreement with the City  of
        Lake Charles                                       3,696       -   
     Long-term  portion  of  liabilities  related  to
        purchase of a riverboat                              -          800
     Capital   lease  related  to  the  purchase   of   
        computer equipment                                   252       -
     Other                                                    59         91
                                                       $  28,997  $  26,052

     In August 1995,  the Company acquired a hotel for $6,700,000
plus  future payments based on the number of passengers  boarding
the riverboat casinos contiguous to it over the ensuing 28 years.
The estimated future payments were discounted at 11% and recorded
at  their  net present value.  Actual payments in excess  of  the
amortization of the net present value of estimated future payment
are recorded as contingent payments (see Note 16).

Note 11 - Long-Term Debt

     A summary of long-term debt is as follows:

                                                            March 31,
                                                    (dollars in thousands)
                                                        1998         1997
Senior  Notes,  interest at  10-7/8%  payable  semi-                       
   annually on April 15 and October 15, due
   2005  (fair value based on quoted market  price  is                       
   approximately $163,500 and $155,250
   for  the  years ended March 31, 1998  and  1997,       
   respectively)                                      $150,000    $150,000
Note  payable under revolving bank credit agreement,                       
   weighted average interest rate of                                          
   10.98% and 9.10% for years ended March 31, 1998                         
   and 1997,  respectively (carrying                   
   amount approximates fair value)                       30,000      46,000
Note payable, secured by slot machines, interest  at                       
   12% due June 23, 1999 (carrying amount approximates
   fair value)                                            2,549         -
                                                        182,549     196,000
Less current portion                                     (2,008)     (8,500)
                                                            
                                                       $180,541    $187,500

     The  Company  has  had  a  revolving credit  agreement  (the
"Credit  Agreement") with a group of banks  led  by  Wells  Fargo
since  August,  1995.   The  Credit  Agreement  was  revised   in
December,  1996,  following  a default  under  its  then  current
minimum  EBITDA covenant.  The December, 1996 revisions permitted
the  Company to complete the construction of the Maryland Heights
project,  but  eliminated the Company's ability to  use  borrowed
funds  for any other purposes and required repayment of the  full
amount  of  the loan by June 30, 1998.  In July, 1997,  following
the  completion of Maryland Heights and the paydown of  the  bank
line  with  the proceeds of the Mesquite sale and the  associated
tax  refund,  the Company began discussions with Wells  Fargo  to
revise  the terms of the Credit Agreement.  In March,  1998,  the
Company  closed  a new $80,000,000 five year bank agreement  with
Wells  Fargo  and  a  group  of  participating  banks.   The  new
agreement reduced the Company's floating rate interest cost  from
2  1/2%  over the prime rate to 2 1/2% over LIBOR (from approximately
11%  to  8 1/2% in the then current interest rate environment).  At
the Company's discretion, borrowings under the new bank agreement
can  be drawn at 1% over prime to provide additional flexibility.
The  new  agreement contains covenants that, among other  things,
place restrictions on additional indebtedness, dividends, capital
expenditures, and limit share repurchases to $10,000,000 plus 50%
of net income during the term of the facility.

      The  Company wrote-off loan costs related to its  revolving
credit  agreement in the amount of $1,078,000 and  $2,744,000  in
the years ended March 31, 1998 and 1997,  respectively.
     
Note 12 - Stockholders' Equity

     During  1996,  the  Company repurchased a total  of  672,100
shares of its common stock for a total cost of $7,294,000.
     
     On January 29, 1997, the Company announced that its Board of
Directors  had  approved the adoption of a  Stockholders'  Rights
Plan.   The  Plan is designed to ensure that all stockholders  of
the  Company  receive fair value for their Common Shares  in  the
event  of any proposed takeover and to guard against the  use  of
partial  tender offers or other coercive tactics to gain  control
of  the  Company  without  offering fair value  to  stockholders.
Pursuant  to the Plan,  holders of record as of October 27,  1997
will  receive  one Right for each Common Share, with  each  Right
representing  the  right  to  purchase  one  one-hundredth  of  a
preferred share or, upon the happening of certain events,  Common
Shares or other securities and property.

Note 13 - Common Stock Options and Warrants

      The Company has four stock option plans, the 1985 Incentive
Stock  Option  Plan ("1985 Plan") for employees covering  600,000
shares of common stock, the 1990 Incentive Stock Option and  Non-
Qualified  Option Plan covering 1,200,000 shares of common  stock
("1990  Plan"), the 1993 Incentive Stock Option and Non-Qualified
Option  Plan  covering 3,000,000 shares of  common  stock  ("1993
Plan"), and the 1994 Directors Stock Incentive Plan ("1994 Plan")
covering  900,000 shares of common stock.  As of March 31,  1998,
the  Company  had  352,149 shares under the 1990 Plan,  1,695,500
shares under the 1993 Plan and 216,250 shares under the 1994 Plan
available  for  issuance in connection with future stock  options
that  may  be granted.  The 1985 Plan expired on April 22,  1995,
therefore, no additional grants may be made, although outstanding
awards   may   be  exercised.   Options  granted  are   generally
exercisable between three and ten years from date of grant.

      In  addition to the foregoing plans, 220,377 other  options
and 150,000 warrants were outstanding as of March 31, 1998.
Summarized information for all stock options and warrants  is  as
follows:

                         1998                1997              1996
                        Weighted-           Weighted-          Weighted-      
                        Average             Average            Average
               Options/  Exercise  Options/  Exercise Options/  Exercise
               Warrants  Price    Warrants   Price    Warrants  Price
                       
               
Outstanding                                                              
  at
  beginning
  of year   3,278,278    $9.58  6,335,502    $9.54  6,027,767   $ 9.16
Granted:                                                                 
Exercise                                                                 
price equals  
market price  709,000    $3.20    491,750   $ 7.65    528,250   $13.26

Exercise                                                                 
price exceeds     
market            
price              -        -   1,082,300   $ 8.17          -       -
Exercised     (50,150)   $1.63 (2,100,000)  $ 2.67   (187,165)   $6.94 
Expired or
 canceled    (990,326)  $10.41 (2,531,274) $ 14.24    (33,350)  $14.20
                    
Outstanding                                                              
  at end      
  of year   2,946,802    $7.90  3,278,278   $ 9.58  6,335,502   $ 9.54
Options                                                                  
  exercisable 
  at end of   
  year      1,854,522    $9.07    2,076,351 $10.04  3,851,005    $6.48

      Options  granted  and  cancelled during  1997  include  the
activity resulting from a special program approved by the Company
which   enabled  certain  option  holders  to  consent   to   the
cancellation  of certain outstanding options, whether  vested  or
unvested,  in exchange for a grant of new stock options  with  an
option  price  based on a minimum of 110% of the  current  market
price of the Company's stock.  The new options vest in five equal
annual  installments commencing September 19,  1996.   In  total,
1,442,900  options with an average exercise price of  $13.59  per
share were cancelled in exchange for 842,300 new options with  an
average exercise price of $7.91 per share.

      The  following table summarizes information regarding stock
options and warrants outstanding at March 31, 1998.

                           
                   OPTIONS OUTSTANDING                 OPTIONS EXERCISABLE
                                                                     
                                 Weighted                            
                                 Average     Weighted            Weighted
       Range of       Number     Remaining   Average   Number    Average
       Exercise     Outstanding  Contractual Exercise  Exercis   Exercise
        Prices                    Life       Price     able      Price
     $2.25 - $6.25     918,752     7.15      $  3.94   429,752    $  4.82
                                                       
     $7.00 - $7.70   1,000,550     2.77      $  7.57   629,970    $  7.64
                                                        
    $8.47 - $11.83     759,500     1.97       $10.16   552,600     $10.68
                                            
    $13.56 - $19.33    268,000     1.66       $16.36   242,200     $16.65
                                              
                     2,946,802                       1,854,522

     The Company applies APB Opinion No. 25, Accounting for Stock
Issued  to  Employees, and related interpretations in  accounting
for  its  plans.  Accordingly, no compensation expense  has  been
recognized for its stock option plans.

      The  following table discloses the Company's pro forma  net
income   (loss)   and  net  income  (loss)  per  share   assuming
compensation cost for employee stock options had been  determined
using  the  fair  value-based  method  prescribed  by  SFAS  123,
Accounting   for  Stock  Based  Compensation.   The  table   also
discloses the weighted-average assumptions used in estimating the
fair  value of each option grant on the date of grant  using  the
Black-Scholes  option  pricing  model.   The  model  assumes   no
expected  future dividend payments on the Company's common  stock
for  the  options granted in fiscal years ended March  31,  1998,
1997 and 1996.
                                        Years ended March 31,
                              (Dollars in thousands, except per share data)
                                             1998        1997        1996
     Net income (loss)                                                    
        As reported                         $1,951   $(46,298)     $22,320
        Pro forma                           $  631   $(49,395)     $21,572
     Basic earnings (loss) per share                                      
        As reported                          $0.06    $ (1.56)      $ 0.75
        Pro forma                            $0.02    $ (1.66)      $ 0.72
     Diluted   earnings  (loss)   per                                     
     share
        As reported                          $0.06    $ (1.56)      $ 0.70
        Pro forma                            $0.02    $ (1.66)      $ 0.67
     Weighted-average assumptions                                         
        Expected    stock    price          60.20%      57.48%      55.27%
         volatility
        Risk-free interest rate              5.70%       6.38%       6.48%
        Expected option lives            6.6 years   3.4 years   4.7 years

     Because the provisions of SFAS No. 123 have not been applied
to  options  granted  prior to April 1,  1995,  and  due  to  the
issuance  in fiscal year 1997 of a large option grant  under  the
special   program  discussed  above,  the  resulting  pro   forma
compensation   cost   for  the  years  presented   may   not   be
representative of that to be expected in future years.


      The  weighted average fair value of options granted  is  as
follows:
                                                 Years ended March 31,
                                             1998       1997        1996
               Options  granted equal  to    
                market price                 $2.01      $3.82      $6.96
               Options  granted  greater
                than market price             -         $2.75        -

Note 14 - Earnings Per Share

      There  are no adjustments required to be made to net income
(loss)  for purposes of computing basic and diluted earnings  per
share ("EPS").

      The following is a reconciliation of basic weighted average
shares   outstanding   to   diluted   weighted   average   shares
outstanding:
                                              
                                               Years ended March 31,
                                           1998        1997       1996
             Weighted average common                                       
             shares outstanding for      
             basic EPS calculation       31,904,658  29,765,483  29,765,151   
             Dilutive effect of stock
             options and warrants            44,970         -     2,252,987
             Weighted average common                                       
             shares outstanding
             for diluted EPS             31,949,628  29,765,483  32,018,138
                                              
      The  calculation  of diluted earnings  per  share  excludes
certain  options  to purchase common stock.  These  options  have
been  excluded  as  they  would be antidilutive  to  the  diluted
earnings  per share calculation.  The weighted average number  of
options excluded were 2,901,451,  5,302,425 and 1,637,555 for the
years ended March 31, 1998, 1997 and 1996,  respectively.

Note 15 - Employee Benefit Plans

      The  Company has a defined contribution plan that  provides
retirement   benefits   for  participating  employees.   Eligible
employees  may elect to participate by contributing a  percentage
of their pre-tax earnings to the plan.  Employee contributions to
the  plan,  up  to  certain limits, are matched  at  25%  by  the
Company.   The  Company's contribution expense for the  plan  was
$269,000,  $385,000 and $321,000 for the years  ended  March  31,
1998, 1997 and 1996, respectively.

Note 16 - Commitments and Contingencies

      The  Company leases office space, land and equipment  under
operating  and  capital leases expiring at various dates  through
December  2015.  The minimum annual payments under non-terminable
lease  agreements  at March 31, 1998 are as follows  (dollars  in
thousands):

                                                Capital   Operating Leases
Years ending March 31,                           Lease
           1999                                   $ 285         $863
           2000                                     277          558
           2001                                      -           237
           2002                                      -           100
           2003                                      -           100
           Thereafter                                          1,016
           Total minimum lease payments             562        2,874
           Less:  Amount representing
             interest at 11%                        (58)
           Present value of minimum capital        
             lease payments                         504
           Less: Current installments              (252)   
           Obligations under capital leases-
             less current liabilities              $252

     Rent expense for all operating leases was as follows:

                                              Years ended March 31,
                                            (dollars  in thousands)
                                            1998      1997     1996
     Minimum rentals                      $ 4,569   $ 2,016  $ 4,227
     Contingent payments                    2,447     3,807    2,590
                                          $ 7,016  $  5,823 $  6,817

     For the fiscal years ended March 31, 1997 and 1996, $262,000
and  $232,000, respectively, of rent expense is included in  pre-
opening   and   gaming  development  costs  in  the  accompanying
consolidated statements of operations.

      The Company is involved in certain litigation regarding the
constitutionality  of  gaming facilities such  as  the  Company's
facility  in  Maryland Heights, Missouri (the  "Maryland  Heights
Facility")  located upon artificial basins fed  by  the  Missouri
River.   An amendment to the State constitution has been proposed
for  the  November  1998 ballot.  Based on  the  outcome  of  the
November   referendum  and  subsequent  court  proceedings,   the
possibility  exists that the Company could be  forced  either  to
remediate  or close the Maryland Heights Facility.  If either  of
these   events   occur,  the  Company  could  incur   substantial
remediation  costs or a substantial write-down in  asset  values.
The amounts involved cannot be reasonably estimated at this time.

      Each  cruising  riverboat is regulated by  the  U.S.  Coast
Guard.   U.S.  Coast  Guard regulations  require  that  hulls  of
vessels of the type being operated by the Company in Lake Charles
and  Metropolis  be inspected every five years at  a  U.S.  Coast
Guard  approved dry docking facility which will cause a temporary
loss  of service that could last one month or longer, unless  the
U.S. Coast Guard determines that an alternative to dry docking is
acceptable.   The next inspection is scheduled to  occur  in  the
fall  of  calendar 1998 for the Lake Charles Star Riverboat,  the
fall of calendar 2000 for the Players III Lake Charles Riverboat,
and  the  fall  of  calendar 2000 for the  Metropolis  Riverboat.
Subject to U.S. Coast Guard approval, the Company is pursuing  an
underwater onsite inspection of the hull of the Lake Charles Star
Riverboat  as an alternative to dry docking.  An underwater  hull
inspection   would  likely  involve  a  minimal   disruption   in
operations;  however, no assurance can be given that dry  docking
and the related loss of service will not be required.

      The  Company and its subsidiaries are defendants in certain
other  litigation.  In the opinion of management, based upon  the
advice of counsel, the aggregate liability, if any, arising  from
such other litigation will not have a material adverse effect  on
the accompanying consolidated financial statements.

Note 17 - Transactions with Related Parties

      Marshall  Geller, a member of the board of  directors,  was
paid   $50,000  during  the  year  ending  March  31,  1996,   in
consideration for consulting services rendered.

     The Company purchases promotional items from a company owned
by  Edward  Fishman, Chairman of the Company.  During  the  years
ended  March  31,  1997 and 1996, the Company paid  $312,000  and
$1,052,000 respectively, for such items.  There were no purchases
in 1998.

       The Company entered into a contract with Griffin Gaming  &
Entertainment, Inc. (GGEI) dated July 18, 1995 for the production
of  theater shows at its Mesquite property.  Under the  contract,
which expired on March 7, 1996, the Company paid an aggregate  of
$396,000 to GGEI.

      During  fiscal  year  1997, the  Company  entered  into  an
agreement  with  a  company controlled by Merv Griffin,  a  major
stockholder  of  the  Company, to modify its  license  agreement,
under which he acted as the public representative for all of  the
Company's   riverboat  and  dockside  casinos,  to  reflect   the
extension  of its terms to the Company's second riverboat  casino
in  Lake  Charles and its land-based casino in Mesquite effective
as  of  the  opening of each facility.  The 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
services  at these facilities through the period ending  December
31, 1996, the expiration date of the agreement.