Exhibit 10.80

Mr. Peter J. Aranow
March 23, 1999

[PLAYERS INTERNATIONAL, INC. LETTERHEAD]

March 23, 1999



Mr. Peter J. Aranow
Players International, Inc.
Citicenter Building, Suite 800
1300 Atlantic Avenue
Atlantic City, NJ  08401


Re:  Employment Agreement

Dear Peter:

As   you   know,   your   Employment   Agreement   with   Players
International,  Inc. (together with its successors  in  interest,
the  "Company")  dated as of August 1, 1996, as  amended  by  the
Restated  Amendment  dated as of January 29, 1999  (collectively,
the  "Employment  Agreement"), will not be  extended  beyond  its
expiration on March 23, 1999.

This  letter agreement supplements your Employment Agreement with
respect  to  the payments and benefits which you are entitled  to
receive  upon your termination of employment from the Company  on
March 23, and thereafter, if a Change in Control occurs with  any
entity  referenced  on  Exhibit C to this  letter  (a  "Completed
Change of Control Transaction").  This letter also sets forth our
agreement  as to the terms and conditions on which you are  being
retained  to provide consulting services to the Company following
your  termination  of  employment.  Defined terms  not  otherwise
defined  in this letter shall have the same meaning as set  forth
in your Employment Agreement.

          A.  Termination Arrangements

We  are  confirming  that,  subject to  your  executing  and  not
revoking  the  release attached as Exhibit A (the "Release")  and
subject  to  your  compliance with the confidentiality  and  non-
competition   covenants  of  Paragraph  10  of   the   Employment
Agreement,  you will be entitled to the following payments  under
the  Employment  Agreement within three business days  after  the
expiration  of  the  revocation period  for  the  Release  unless
otherwise indicated below:

1.   Any  unpaid  base  compensation, earned or accrued,  through
     your date of termination.

2.   A  lump  sum  cash  payment equal to your base  compensation
     payments, at the rate in effect at the time of termination, that
     would  have  been paid for a period of six months  following
     termination of your employment, with no reduction for present
     value.  This amount totals $150,000.

3.   A  lump  sum cash payment representing the balance  of  your
     annual performance bonus for the Company's fiscal year ended
     March 31, 1999, in an agreed amount of $20,000.

4.   Reimbursement  for expenses incurred but not yet  reimbursed
     as  of  March 23, 1999 as provided in Paragraph  8  of  your
     Employment Agreement.

5.   The  immediate vesting of all unvested Company stock options
     held by you, with the rights provided in Paragraph 9(c)(v) of the
     Employment Agreement and, if a Change in Control Transaction
     thereafter occurs, Paragraph 9(d) of your Employment Agreement.
     Notwithstanding the foregoing, you agree that upon a Change in
     Control (as defined in the Employment Agreement), the Company
     may, if required by the Change in Control agreement, require that
     you surrender for cancellation all of your outstanding options
     and stock appreciation rights in exchange for a cash payment
     equal to the amount (if any) by which the Change in Control Price
     of  the stock underlying your options and stock appreciation
     rights exceeds the applicable option price (or base price, in the
     case of stock appreciation rights), and, in that event, all such
     options and stock appreciation rights will be canceled (without
     regard to whether the fair market value of the stock exceeds the
     option price or base price at such time).

6.   Any  other  compensation and benefits to which  you  may  be
     entitled with respect to your service before March 23, 1999 under
     applicable plans, programs and agreements of the Company.

7.   Continuation of coverage under the employee benefit programs
     listed on Exhibit B through September 22, 1999 (except that, in
     lieu of continued coverage, the Company may elect to make  a
     payment  to you equal to the Company's cost of such coverage
     without regard to tax effect (a "Benefit Commutation Payment")).
     The COBRA health care continuation coverage period under Section
     4980B of the Internal Revenue Code of 1986, as amended  (the
     "Code"), shall commence, as applicable, on (i) September 23,
     1999, (ii) such earlier date as the Company shall have made a
     Benefit Commutation Payment to you, or (iii) notwithstanding
     clause (ii) above, if a Completed Change in Control Transaction
     occurs, upon the expiration of the period for which continued
     Employee   Benefits  are  required  to  be  provided   under
     Paragraph 9(d) of your Employment Agreement, or on such earlier
     date as the Company shall have made a Benefit Commutation Payment
     with respect to such Paragraph 9(d) benefits.

8.   The Merger Agreement with Jackpot dated February 9, 1999  is
     a "Pre-October 1999 Agreement" for purposes of Paragraph 9(d) of
     the Restated Amendment.  Thus, you will retain the right  to
     receive  the  Change  in  Control  benefits  provided  under
     Paragraph 9(d) of the Employment Agreement with respect to the
     Jackpot transaction if it occurs and any other Completed Change
     in Control Transaction if it does not.  Thus, you will receive
     the  following additional payments upon the occurrence of  a
     Completed Change in Control Transaction:

     (a)  A  lump  sum payment equal to the Present Value of  the
          Base Compensation that would be due you for a period of
          36  months  following your termination  of  employment,
          determined   on   the  basis  of   the   average   Base
          Compensation  paid  to  you  for  36  months  preceding
          March  24,  1999,  determined by treating  the  payment
          called for by paragraph 1 above as though it were  made
          on  March  23, 1999.  This payment shall be reduced  by
          any payments made to you under paragraph 2 above.

     (b)  A  lump  sum payment equal to the Present Value of  the
          aggregate  performance bonus amounts that you  received
          for  the period of 36 months preceding March 24,  1999,
          determined  by  treating  the  payment  called  for  by
          paragraph 3 above as through it were made on March  23,
          1999.

     (c)  The immediate vesting of all Company stock options then
          held  by  you, with the ability to exercise the options
          for the period set forth in Paragraphs 9(c)(v) and 9(d)
          of   the   Employment   Agreement   (subject   to   the
          inapplicability  of the last sentence  of  Paragraph  5
          above).

     (d)  Continuation  of  coverage under the  employee  benefit
          programs  described  on Exhibit B during  the  36-month
          period  following the Change in Control, reduced  by  a
          period  equal to the period with respect to  which  you
          receive  continued  coverage, or a Benefit  Commutation
          Payment, under the first sentence of paragraph 7  above
          (except  that,  in  lieu  of  continued  coverage,  the
          Company may elect to make a Benefit Commutation Payment
          to  you).   The COBRA health care continuation coverage
          period  under Section 4980B of the Code shall  commence
          upon  the  date determined in clause (iii) of the  last
          sentence of paragraph 7 above.

     (e)  The  foregoing benefits will be limited as provided  in
          Paragraph 9(d) of the Employment Agreement with respect
          to Section 280G of the Code.

9.   All  of  the foregoing payments will be made subject to  any
     required tax withholding.

10.  Your  rights under your Employment Agreement shall  continue
     in effect for the period set forth in Paragraph 18 thereof.

          B.  Consulting Arrangements

The  following paragraphs set forth our agreement as to the terms
and  conditions  upon  which you are being  retained  to  provide
consulting    services   to   the   Company   (the    "Consulting
Arrangement").   The  terms  of your Consulting  Arrangement  are
included  in  this  letter as a matter  of  convenience  and  the
Consulting   Arrangement  described   below   is   separate   and
independent  from  your Employment Agreement  and  the  preceding
provisions  of  this  letter  which  supplement  your  Employment
Agreement.

1.   Unless  sooner terminated as provided in paragraph 4  below,
     you  will provide consulting services on matters within your
     expertise from March 24, 1999 through the date of the Special
     Meeting of the Company's Stockholders to approve the Change in
     Control  transaction  with Jackpot  Enterprises,  Inc.  (the
     "Stockholders Meeting").  The actual period over which consulting
     services  are  provided under the Consulting Arrangement  is
     referred to below as the "Consulting Period".

2.   Your  services  will  be  provided at  the  request  of  the
     Company's Chief Executive Officer.  In general, your services
     during the Consulting Period will not exceed an average of two
     days per week.  If at the end of the Consulting Period, you have
     performed consulting services for more than an average of two
     days per week, your compensation as provided in Paragraph 3 below
     will  be appropriately adjusted.  Except as provided in  the
     following sentence, you may provide such services at times and
     places  which are reasonably convenient to you so as not  to
     interfere with any employment or self-employment which you may
     pursue following your termination of employment from the Company.
     However,  provided the Company gives you reasonable  advance
     notice, taking into account your actual obligations and prior
     commitments to employment and self-employment, you agree to use
     your best efforts to provide your services at such sites and
     times as are requested by the Chief Executive Officer.

3.   Unless  otherwise agreed in writing, you will be compensated
     at the rate of $5,000 per month, payable in arrears on the 30th
     day  following  your termination of employment  and  on  the
     corresponding day of each succeeding month through the date of
     the Shareholder's Meeting, unless the Consulting Arrangement is
     terminated earlier as provided in Paragraph 4 below.  If the
     Consulting Arrangement is terminated prior to a monthly payment
     date, the final payment will be pro-rated based on the number of
     days from the beginning of the most recent monthly payment period
     until the date of termination.  All such payments will be made
     regardless of the number of days during any month  that  the
     Company  requests that any services be provided.   All  such
     payments will be made without withholding for taxes, which shall
     be your sole responsibility.

4.   Either  you  or  the  Company may terminate  the  Consulting
     Arrangement  on 30 days prior written notice to  the  other,
     delivered in the same manner as provided under Paragraph 21 of
     your Employment Agreement.

5.   You  shall  not  be entitled to participate in  any  Company
     employee benefit plans as a result of payments for consulting
     services; provided, however, that this shall not affect your
     entitlement to Employee Benefits as set forth in Paragraphs 7 and
     8(d) of Part A of this letter.

6.   You  shall  be  entitled to indemnification by  the  Company
     until the expiration of the Consulting Period on the same basis
     as  set  forth in Paragraph 12 of your Employment Agreement,
     notwithstanding that your employment will terminate on March 23,
     1999.  The foregoing provisions of this Paragraph 6 shall be in
     addition to and shall in no way limit any rights which you may
     have under (i) Nevada Revised Statutes, Title 7, Chapter 78.751,
     (ii) Article IX of the Company's Capital By-Laws, (iii) your
     Employment Agreement, (iv) the Agreement and Plan of Merger dated
     as of February 8, 1999 among the Company, Jackpot Enterprises,
     Inc. and JEI Merger Corp., and (v) all directors' and officers'
     and all other liability insurance policies maintained by the
     Company.

7.   The   Company  will  continue  to  reimburse  you  for   all
     reasonable expenses which you incur prior to the termination of
     this Consulting Arrangement on matters relating to the Company on
     the  same basis as was being done immediately prior to  your
     termination of employment.

Sincerely,

PLAYERS INTERNATIONAL, INC.



By:___________________________________
   Chief Executive Officer



Agreed and Accepted:



_________________________               Date:_______________
Peter J. Aranow