11

                                                                 
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         _______________
                          FORM 10-K/A-2

    [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  August  11, 1998, the aggregate market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrants was not less than $120,000,000.

   As  of  August 11, 1998,  there were 31,941,737 shares of  the
registrant's Common Stock outstanding,  net of treasury stock.
                                
GENERAL

        Players International, Inc. (the "Company") hereby amends
its  Annual  Report on Form 10-K for the fiscal year ended  March
31,  1998, by deleting its responses to Item 14 contained in  its
original filing and replacing such section with the following:


                             PART IV

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

(a)(1)   Financial Statements
         Players International, Inc.:

    CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1998 AND 1997
    FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31, 1998:
       CONSOLIDATED STATEMENTS OF OPERATIONS
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       CONSOLIDATED STATEMENTS OF CASH FLOWS
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(a)(2)   Financial Statement Schedules
                                                                 Page
    Riverside Joint Venture:
    INDEPENDENT AUDITORS' REPORT............................        7
    BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996.........        8
    STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,        
    1997 AND 1996...........................................        9
    STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER
    31, 1997 AND 1996.......................................       10         
    NOTES TO FINANCIAL STATEMENTS...........................       12

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.
(a)(3)    Listing of Exhibits:

    Exhibit
    Number     Description
        
    3.1(1)  Articles of Incorporation, as amended, of Players
            International, Inc. (the "Company").
    3.2(12) By-laws of the Company, as amended.
    4.1(12) 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.
    4.4(11) Form of Third Supplemental Indenture to the Senior Note
            Indenture.
    4.5(17) Form of Fourth Supplemental Indenture to the Senior
            Note Indenture.
    4.6(17) Form of Fifth Supplemental Indenture to the Senior Note
            Indenture.
    4.7(17) Form of Sixth Supplemental Indenture to the Senior Note
            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(1)Form of LLC Membership Interest Security Agreement
            between the Company and First Interstate Bank of
            Nevada, N.A.
    10.27(1)Form of Company Security Agreement between the Company
            and First Interstate Bank of Nevada, N.A.
    10.28(1)Form of Subsidiary Security Agreement (Nevada) among
            Players Nevada, Inc., Players Mesquite Golf Club, Inc.,
            Players Mesquite Land, Inc. and First Interstate Bank
            of Nevada, N.A.
    10.29(1)Form of Subsidiary Security Agreement (Louisiana) among
            Players Lake Charles, Inc., Showboat Star Partnership,
            Players Riverboat LLC and First Interstate Bank of
            Nevada, N.A.
    10.30(1)Form of Subsidiary Security Agreement (Illinois)
            between Southern Illinois Riverboat/Casino Cruises,
            Inc. and First Interstate Bank of Nevada, N.A.
    10.31(1)Form of Partnership Interest Security Agreement between
            Players Riverboat Management, Inc. and First Interstate
            Bank of Nevada, N.A.
    10.32(1)Form of Collateral Account Agreement between the
            Company and First Interstate Bank of Nevada, N.A.
    10.33(1)Form of Nevada Deed of Trust, Fixture Filing and
            Security Agreement with Assignment of Rents relating to
            the Credit Agreement.
    10.34(1)Form of Louisiana Act of Mortgage, Fixture Filing and
            Security Agreement between Players Lake Charles, Inc.
            and First Interstate Bank of Nevada, N.A.
    10.35(1)Form of Illinois Mortgage Fixture Filing and Security
            Agreement with Assignment of Rents relating to the
            Credit Agreement.
    10.36(1)Form of First Preferred Ship Mortgage made by Showboat
            Star Partnership (an entity owned, directly or
            indirectly, by the Company and its subsidiaries) to
            First Interstate Bank of Nevada, N.A.
    10.37(1)Form of Environmental Indemnity made by the Company to
            First Interstate Bank of Nevada, N.A.
    10.38(1)Form of Master Vessel and Collateral Trust Agreement
            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(10)Partnership Agreement dated November 2, 1995, by and
            between Harrah's Maryland Heights Corporation and
            Players MH, L.P.
    10.40(10)Guaranty of Players International, Inc. dated November
            2, 1995.
    10.41(10)Management Agreement dated November 2, 1995 by and
            between Riverside Joint Venture and Harrah's Maryland
            Heights Operating Company.
    10.42(10)License Agreement dated November 2, 1995 by and among
            Players International, Inc., Riverside Joint Venture
            and Harrah's Maryland Heights Operating Company.
    10.43(10)Ground Lease dated November 3, 1995 by and between
            Harrah's Maryland Heights LLC and Riverside Joint
            Venture.
    10.44(10)Lease Agreement dated as of November 3, 1995 by and
            between Riverside Joint Venture and Players MH, L.P.
    10.45(10)Parent Guaranty of Players International, Inc. dated
            November 3, 1995.
    10.46(10)Right of First Refusal to Purchase dated November 3,
            1995 by and between Harrah's Maryland Heights LLC and
            Players MH, L.P.
    10.47(10)Option Agreement dated November 3, 1995 by and between
            Riverside Joint Venture and Harrah's Maryland Heights,
            L.L.C.
    10.48(10)Development of Agreement (Earth City Expressway
            Extension) by and between the City of Maryland Heights
            and Riverside Joint Venture.
    10.49(11)Form of Agreement between the Company and Lake Charles
            Construction Corporation dated November 15, 1995 for
            the Players Island-Entertainment Barge.
    10.50(11)Agreement between the Company and Lake Charles
            Construction Corporation dated February 16, 1996 for
            the Players Island-Entertainment Barge.
    10.51(13)Retirement Agreement and General Release dated
            September 9, 1996 between the Company and Edward
            Fishman.
    10.52(13)Retirement Agreement and General Release dated
            September 9, 1996 between the Company and David
            Fishman.
    10.53(14)Amended and Restated Credit Agreement, dated as of
            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(15)Purchase Agreement by and among Players Nevada, Inc.,
            Players Mesquite Land, Inc., Players Mesquite Golf
            Club, Inc. and RBG, LLC.
    10.55(16)March 17, 1997 Letter Agreement to the Asset Purchase
            Agreement Extending Closing Date.
    10.56(16)March 18, 1997 Letter Agreement to the Asset Purchase
            Agreement Regarding Application of Due of Due Diligence
            Fee.
    10.57(16)March 18, 1997 Letter Agreement to the Asset Purchase
            Agreement Regarding Certain Matters Incident to
            Closing.
    10.58(18)Asset Purchase Agreement dated as of September 30, 1997
            by and between Lakeshore Hotels, Ltd.  and Players
            International, Inc.
    10.59(18)November 13, 1997 Amendment No. 1 to Asset Purchase
            Agreement
    10.60(18)December 17, 1997 Amendment No. 2 to Asset Purchase
            Agreement
    10.61(17)January 9, 1998 Letter Agreement with Wells Fargo Bank
            regarding terms of Reducing Revolving Credit Agreement.
    10.62(18)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.
    10.63(18)March 24, 1998 Letter Agreement regarding execution of
            the Settlement and Admission Fee Agreement.
    10.64(18)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.
    10.65   Howard A. Goldberg Employment Agreement dated October
            1, 1996.
    10.66   Peter J. Aranow Employment Agreement dated October 1,
            1996.
    10.67   Patrick Madamba Employment Agreement dated March 31,
            1997.
    10.68   John Groom Change of Control Agreement dated August 1,
            1997.
    21(18)  Subsidiaries of Players International, Inc.
    27(18)  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 Annual Report on
   Form 10-K for the fiscal year ended March 31, 1996, and
   incorporated herein by reference.
(12) Filed as an exhibit to the Company's Quarterly Report on
   Form 10-Q for the quarter ended September 30, 1996, and
   incorporated herein by reference.
(13) Filed as an exhibit to the Company's Form 8-K dated
   September 17, 1996, and incorporated herein by reference.
(14) 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.
(15) Filed as an exhibit to the Company's Form 8-K/A.  Filing
   dated March 18, 1997, and incorporated herein by
   reference.
(16) Filed as an exhibit to the Company's  Form 8-K.  Filing
   dated March 18, 1997, and incorporated herein by reference.
(17) Filed as an exhibit to the Company's Quarterly Report on
   Form 10-Q for the quarter ended December 31, 1997, and
   incorporated herein by reference.
(18) Filed as an exhibit to the Company's Annual Report on
   Form 10-K for the fiscal year ended March 31, 1998, and
   incorporated herein by reference.
_____________
   
(b)   Reports on form 8-K filed during the last quarter of the
  period covered by this report:

   None
  
(c)   Exhibits required by Item 601 of Regulation S-K:

   The exhibits incorporated by reference herein are set forth
   in Item 14(a)(3) above.
  
(d)   Included below are separate financial statements of
   subsidiaries not consolidated and 50% or less owned.
                                
                  Independent Auditors' Report


The Partners
Riverside Joint Venture:


     We have audited the accompanying balance sheets of Riverside
Joint Venture, a Missouri general partnership, as of December 31,
1997 and 1996 and the related statements of operations, partners'
capital,  and  cash  flows  for  the  years  then  ended.   These
financial  statements  are  the  responsibility  of  the  General
Partners of the Partnership.  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.  These 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  the  General
Partners  of  the Partnership, 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 financial statements referred to  above
present  fairly, in all material respects, the financial position
of  Riverside Joint Venture as of December 31, 1997 and 1996, and
the  results of its operations and its cash flows for  the  years
then  ended,  in  conformity with generally  accepted  accounting
principles.

                                   KPMG Peat Marwick LLP


February 27, 1998

                     RIVERSIDE JOINT VENTURE
                         Balance Sheets
                   December 31, 1997 and 1996


                 Assets                       1997           1996
Current assets:
  Cash  and cash equivalents            $  10,244,249  $  20,289,463
  Receivables                               3,151,091         89,174
  Inventories                                 473,409           -
  Prepaid expenses and other                   69,565         72,399
                                        -------------  -------------
           Total  current assets           13,938,314     20,451,036
                                        -------------  -------------
Fixed assets, at cost:
  Land                                     10,996,224     10,996,224
  Land improvements                        28,549,609           -
  Buildings                                98,939,095           -
  Boats                                    40,104,483           -
  Furniture, fixtures and equipment        12,074,190           -
  Construction-in-process                           -    140,296,893
                                        -------------  -------------       
                                          190,663,601    151,293,117
  Less:  accumulated depreciation
         and amortization                 (7,297,726)            -
                                        -------------  -------------
         Total  fixed assets              183,365,875    151,293,117
                                        -------------  -------------
Pre-opening costs                                   -      1,366,429
Other assets,net of
accumulated amortization of $269,463        8,910,778      6,750,159
                                        -------------  -------------
          Total assets                  $ 206,214,967  $ 179,860,741
                                        =============  =============


     Liabilities and Partners' Capital
Liabilities:
  Accounts payable                      $   1,415,920  $  22,738,357
  Accrued expenses                          2,294,655           -
  Due to partner                            3,330,555        635,499
                                        -------------  -------------
          Total liabilities                 7,041,130     23,373,856
Partners' capital                         199,173,837    156,486,885
Commitments and contingencies (notes 5 and 7)
                                        -------------  ------------- 
  Total liabilities and partners' capital$206,214,967  $ 179,860,741
                                        =============  =============
                            
         See accompanying notes to financial statements.

                     RIVERSIDE JOINT VENTURE
                    Statements of Operations
             Years ended December 31, 1997 and 1996

                                              1997          1996
Revenues:
 Property rental to partners            $  11,830,054  $        -
 Food and beverage                          8,283,773           -
 Lodging                                    3,818,375           -
 Other                                      2,316,231           -
 Interest income                              800,001      1,241,954
    Less: casino promotional allowances     (342,907)           -
                                        -------------  -------------
          Total revenues                   26,705,527      1,241,954
                                        -------------  -------------
Direct operating expenses:
 Food and beverage                          8,257,157           -
 Lodging                                    2,112,214           -
 Other                                      1,715,204           -
                                        -------------  -------------
          Total operating expenses         12,084,575           -
                                        -------------  -------------

Operating profit before undistributed
 expenses and pre-opening costs            14,620,952      1,241,954
                                        -------------  -------------
Undistributed expenses:
 General and administrative                 5,772,585           -
 Depreciation and amortization              7,567,189           -
 Property taxes and insurance               4,195,900           -
 Facility operations                        3,939,158           -
 Management fees                              119,487           -
 Entertainment                                518,948           -
 Interest                                      51,866           -
                                        -------------  -------------
          Total undistributed expenses     22,165,133           -
                                        -------------  -------------        
Preopening costs                            3,774,139           -
                                        -------------  -------------
          Net income (loss)             $(11,318,320)  $   1,241,954
                                        =============  =============

         See accompanying notes to financial statements.

                     RIVERSIDE JOINT VENTURE
                 Statements of Partners' Capital
             Years ended December 31, 1997 and 1996

                          Harrah's Maryland    Players
                             Heights Corp.     MH, LP         Total

Balance at December 31, 1995 $ 21,022,058   $ 21,422,873   $ 42,444,931
 Capital contributions         55,000,000     57,800,000    112,800,000
 Net income                       620,977        620,977      1,241,954
                             ------------   ------------   ------------

Balance at December 31, 1996   76,643,035     79,843,850    156,486,885
 Capital contributions         29,415,689     24,589,583     54,005,272
 Net loss                     (5,659,160)    (5,659,160)   (11,318,320)
                             ------------   ------------   ------------

Balance at December 31, 1997 $100,399,564   $ 98,774,273   $199,173,837
                             ============   ============   ============
                             
Ownership percentages                 50%            50%          100%
                             ============   ============   ============   
                          
         See accompanying notes to financial statements.

                     RIVERSIDE JOINT VENTURE
                    Statements of Cash Flows
             Years ended December 31, 1997 and 1996

                                               1997            1996
Cash flows from operating activities:
  Net income (loss)                       $(11,318,320)  $   1,241,954
 Depreciation and amortization                7,567,189          -
 Changes in assets and liabilities:
   Receivables                              (3,061,917)          8,286
   Inventories                                (473,409)         -
   Prepayments and other                          2,834       (72,399)
   Preopening costs                           1,366,429         -
   Accounts payable and accrued expenses      2,414,112       (53,403)
      Due to partner                          2,695,056         -
                                          -------------   ------------
      Net cash (used in) provided by
      operating  activities                   (808,026)      1,124,438
                                          -------------   ------------      
Cash flows from investing activities
   Fixed asset expenditures                (60,812,378)  (102,218,122)
   Increase in other assets                 (2,430,082)    (1,030,159)
   Expenditures for other assets                     -       (681,751)
                                          -------------  -------------
   Net cash used in investing activities   (63,242,460)  (103,930,032)
                                          -------------  -------------
Cash flows from financing activities:
   Capital contributions                     54,005,272    112,800,000
   Payment of note payable                            -   ( 3,700,000)
                                          -------------  -------------
   Net cash provided by financing activities 54,005,272    109,100,000
                                          -------------  -------------
Net increase (decrease) in cash and
   cash equivalents                        (10,045,214)      6,294,406
Cash and cash equivalents, beginning of year 20,289,463     13,995,057
                                          -------------  -------------
Cash and cash equivalents, end of year    $  10,244,249  $  20,289,463
                                          =============  =============

         See accompanying notes to financial statements.

                     RIVERSIDE JOINT VENTURE
                  Notes to Financial Statements
                   December 31, 1997 and 1996
 
(1) Organization

          Riverside Joint Venture, a Missouri general partnership
     (the  Partnership), was formed on November 2, 1995  for  the
     purpose  of  constructing, developing and  owning  Riverport
     Casino   Center  which  includes  a  hotel,  four  riverboat
     casinos, restaurants and other entertainment offerings.  The
     Partnership  was  considered a development stage  enterprise
     prior to the commencement of operations in March 1997.

          The  Partnership  acquired certain  rights,  title  and
     interest  under all agreements, plans, drawings and  studies
     relating  to  the  development from  its  general  partners,
     Harrah's Maryland Heights Corporation (HMHC) and Players MH,
     LP (PMHLP).

    Leasing Arrangements and Operation of the Riverboat Casinos

          HMHC  is a wholly-owned indirect subsidiary of Harrah's
     Entertainment  Inc.  (Harrah's).  PMHLP  is  a  wholly-owned
     subsidiary  of Players International, Inc. (Players).   Each
     parent  has guaranteed certain obligations of each  partner.
     Harrah's, through a subsidiary, owns the land upon which the
     facility  known as Riverport Casino Center is  located,  and
     has leased the land to the Partnership under a Ground Lease.
     Harrah's  subsidiary  and  PMHLP  sublease  space  from  the
     Partnership  for  casino, specialty  restaurant  and  office
     purposes.  Each sub-tenant pays the Partnership 50%  of  the
     Partnership's  monthly  operating losses  in  rent  for  its
     subleased premises.  PMHLP is additionally obligated to  pay
     the   Partnership  a  percentage  of  gaming   revenues   as
     percentage  rent.   The  Partnership  in  turn   pays   this
     percentage rent to Harrah's under the Ground Lease.

          The  Partnership is not responsible for  and  does  not
     assume  any liability in connection with the activities  and
     operations of the subleased premises.

          A  subsidiary of Harrah's manages the operations of the
     hotel,   restaurants   and  parking   operations   for   the
     Partnership  at  Riverport  Casino  Center  pursuant  to   a
     management contract.  PMHLP manages the operation of  retail
     shops   for  the  Partnership  at  Riverport  Casino  Center
     pursuant to a management contract.
 
(2) Summary of Significant Accounting Policies

     (a)  Basis of Accounting
     
          The   accompanying  financial  statements   have   been
          prepared  on  the accrual basis of accounting.   During
          1996,   the   Partnership  financial  statements   were
          prepared as a development stage enterprise.
     
     (b)  Cash and Cash Equivalents
     
          For  purposes  of  the statement  of  cash  flows,  the
          Partnership  considers  all highly  liquid  investments
          purchased  with an original term to maturity  of  three
          months or less to be cash equivalents.
     
     (c)  Preopening Costs
     
          Preopening  costs, representing primarily salaries  and
          wages, advertising, training and other costs which were
          incurred  prior to the opening of the Riverport  Casino
          Center, were deferred as incurred and expensed upon the
          opening of the facility.
     
     (d)  Fixed Assets
     
          Fixed  assets  are stated at cost and  are  depreciated
          using  the  straight-line method over  their  estimated
          useful lives.
     
     (e)  Income Taxes

          No provision for state or federal income taxes has been
          made  as  the liability for such taxes is that  of  the
          individual partners rather than the Partnership.
     
     (f)  Inventories
     
          Inventories are stated at the lower of cost  or  market
          and  consist primarily of food, beverage and  operating
          supplies.

     (g)  Revenue Recognition

          Food   and   beverage  and  lodging  revenues   include
          aggregate amounts generated by each department.

     (h)  Promotional Allowances
     
          Promotional  allowances  consist  principally  of   the
          retail   value  of  complimentary  food  and  beverage,
          lodging  and  entertainment  provided  to  patrons   of
          Riverport  Casino  Center.   The  estimated  costs   of
          providing such complimentary services are classified as
          direct operating expenses.
     
     (i)  Management Estimates
     
          In  preparing  the financial statements, management  is
          required to make estimates and assumptions that  affect
          the  reported balances of assets and liabilities as  of
          the  date  of the statements of financial position  and
          income  and  expenses for the period.   Actual  results
          could differ significantly from these estimates.
     
     (j)  Reclassifications
     
          Certain  1996 amounts have been reclassified to conform
          to the 1997 presentation.
     
(3)  Partnership Agreement

           The  ownership percentage of each partner is 50%.   In
     accordance  with  the partnership agreement  and  the  first
     amendment  to it dated June 28, 1996, each partner  made  an
     initial  cash  contribution  of $20,000,000  and  have  made
     additional  cash contributions pursuant to  a  Cost  Budget.
     Each  partner also contributed an agreed upon amount of pre-
     development  costs  consisting of land,  lock-up  costs  for
     negative  easements, land covenant payments and  design  and
     construction  fees.  These contributed assets were  written-
     down  to their estimated fair value and the resulting losses
     were  allocated to the contributing partner based  upon  the
     terms of the agreement.

           The  agreement  gives each partner a  right  of  first
     refusal to purchase the other partner's property subject  to
     special  rules  regarding foreclosure sales and  bankruptcy.
     Players  has the additional right to buy out the  Management
     Agreement  at  its  fair  value if  Players  elects  not  to
     purchase  all  of  Harrah's  property.   Harrah's   has   an
     additional right for seven years (expiring November 3, 2002)
     to  acquire  Players' property upon changes  in  control  of
     Players and also the right to buy out Partnership land  upon
     termination of the Ground Lease.  There are several remedies
     for defaults which include enforcement against each partner,
     enforcement  against parental guaranties and appraisal  buy-
     outs of the other partner's interest.

(4)  Other Assets

           Included  in  other  assets at December  31,  1997  is
     approximately  $5,673,951  for restrictive  covenants  which
     were  assigned to the Partnership from HMHC as part  of  the
     Partnership Agreement.  These covenants are to be  amortized
     over  a  30-year period commencing with the opening date  of
     the Riverport Casino Center.  The Partnership is required to
     pay  $650,000 a year through July 1998 as part  of  assuming
     the covenants from HMHC.  These future payments are included
     in other assets and accrued expenses at December 31, 1997 at
     their   present  value.   The  Partnership  has  pledged   a
     $1,300,000 certificate of deposit to Riverport Farm Partners
     as collateral for future payments.
                                
(5)  Commitments and Contingencies

           In  order  to  develop and construct Riverport  Casino
     Center  the  Partnership has entered  into  agreements  with
     several  contractors,  engineering and  architectural  firms
     which  are provided for in the Cost Budget.  The Partnership
     has  also  entered into an agreement with  the  Howard  Bend
     Levee District to fund levee improvements and with the  City
     of  Maryland  Heights  to fund certain improvements  to  the
     Earth  City  Expressway.  Obligations  incurred  during  the
     construction  period  are included in the  Cost  Budget  and
     funded   via  each  Partner's  capital  contribution.    The
     specific  commitments under these two agreements, which  are
     not currently funded through partner's capital contributions
     consist of:

     Beneficiary                Commitment

     City of Maryland Heights   The   Partnership   conditionally
                                agreed    to   loan   $2,250,000,
                                purchase   bonds,  and  guarantee
                                for  five  years after  issuance,
                                gaming  tax revenues to the  City
                                which  would be used to fund  the
                                City's  debt  service  for  bonds
                                issued  for  certain improvements
                                to  the  Earth  City  Expressway.
                                However,   the   City   did   not
                                satisfy  the conditions prior  to
                                an   established  deadline.   The
                                City  has not officially released
                                Riverside   Joint  Venture   from
                                these obligations.
     
     Howard  Bend  Levee District
          The  Partnership has agreed to pay the Howard Bend Levee
     District (the District):

                                (i)  following the  opening
                                of  the riverboat casinos, up  to
                                $1,750,000   to   fund   off-site
                                levee improvements; and

                                (ii) following the issuance
                                of  bonds  to  fund design  of  a
                                second     phase     of     levee
                                improvements ("Phase II") and  if
                                the   District   determines    to
                                proceed  with  such  improvements
                                without      bonds,     beginning
                                December    31,   1997    between
                                $600,000  and $700,000  per  year
                                to  fund debt service or bonds or
                                costs  of  Phase II improvements,
                                as the case may be.

(6)  Fair Value of Financial Instruments

           Statement  of Financial Accounting Standards  No.  107
     (SFAS  107),  Disclosures  about  Fair  Value  of  Financial
     Instruments, requires entities to disclose the fair value of
     all  financial  assets  and  liabilities  for  which  it  is
     practicable  to estimate.  Value is defined in SFAS  107  as
     the  amount at which the instrument could be exchanged in  a
     current transaction between willing parties, other than in a
     forced  or  liquidation sale.  The Partnership believes  the
     carrying  amount  of such financial assets  and  liabilities
     approximate their fair value at December 31, 1997 and 1996.

(7)  Pending Litigation

           As  permitted  by current state law  and  approved  in
     advance  by  the Missouri Gaming Commission, the casinos  at
     Riverport Casino Center are located in a basin within  1,000
     feet  of  the Missouri River.  A lawsuit was filed in  1996,
     after  construction  of  the  Riverport  Casino  Center  was
     commenced,  seeking to invalidate the provision of  the  law
     that  permitted  casinos to be located in such  basins.   On
     November  25,  1997, the Missouri Supreme Court  ruled  that
     casinos could be located in basins only if such casinos  are
     located  directly  upon the waters of  the  Missouri  River.
     Following  this  decision,  the Missouri  Gaming  Commission
     initiated  disciplinary proceedings  against  the  Riverport
     Casino  Center  casinos and all other  casinos  in  Missouri
     similarly  situated.   These  proceedings  will  result   in
     hearings  to  determine  whether  or  not  the  casinos   at
     Riverport  Casino Center are in compliance with the  law  as
     interpreted by the Missouri Supreme Court.  In the meantime,
     Players  and  Harrah's have filed suit  seeking  declaratory
     judgment  that their gaming facilities do in fact  meet  the
     state  constitutional and statutory mandates as  interpreted
     by  the  Missouri  Supreme  Court.   In  addition,  Players,
     Harrah's  and  other  casino  companies,  have  initiated  a
     petition  referendum  that will  appear  on  the  ballot  in
     Missouri at the general election in November, 1998, at which
     time  the voters of Missouri will determine whether to amend
     the  state's  constitution so as  to  expressly  permit  the
     location  of  the  casinos in basins as currently  designed.
     Management  is  unable to predict at  this  time  the  final
     outcome  of  the  matter,  or  whether  that  outcome  could
     materially  affect the Partnership's results of  operations,
     cash flows or financial position.

SIGNATURES

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

                         Players International, Inc.

Date: August 12, 1998     By  /s/ Peter J. Aranow
                          Peter J. Aranow
                          Executive Vice President Finance,
                          Chief Financial Officer, Treasurer and Secretary
                          (Principal Financial Officer)