AMENDMENT NO. 2
                               TO
                    ASSET PURCHASE AGREEMENT


      THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT is made as
of  December  ____,  1997,  between  LAKESHORE  HOTELS,  LTD.,  a
Louisiana  limited  partnership  in  commendam  ("Seller"),   and
PLAYERS  INTERNATIONAL, INC., a Nevada corporation, its designees
or assignees ("Purchaser").

                         R E C I T A L S

      A.    Seller  and Purchaser are parties to a certain  Asset
Purchase Agreement dated as of September 30, 1997, as amended  by
a certain Amendment No. 1 to Asset Purchase Agreement dated as of
November  13, 1997 (as so amended, the "Agreement");  capitalized
terms  not  defined herein are used as defined  in  the  Original
Agreement, unless the context clearly requires otherwise.

      B.    Purchaser has been unable to satisfy certain  of  the
conditions  to Purchaser's obligations under Section 6.2  of  the
Agreement.  Notwithstanding the termination rights  available  to
Purchaser  under Section 6.2 of the Agreement, Purchaser  desires
to  complete the purchase of the Purchased Assets, and is in  the
process of making alternate arrangements to do so.

      C.    In  order to accommodate Purchaser's efforts to  make
such  alternate  arrangements, Seller  and  Purchaser  desire  to
modify the Agreement as hereinafter set forth.

                       A G R E E M E N T S

      THEREFORE, for good and valuable consideration, the receipt
and  sufficiency  of which are hereby mutually acknowledged,  the
parties agree as follows:

      1.    Amendment re: Conditions. Purchaser hereby waives the
conditions  set forth in subsections (e) through (k)  of  Section
6.2  of  the Agreement, and the same are hereby deleted entirely,
it  being understood that all Deposit Monies are and shall be non
refundable except as specified in Sections 6.2 (a), (b), (c), (d)
and/or (k) of the Agreement.

      2.    Amendment  re: Closing. In order to afford  Purchaser
more time to modify and finalize its financing arrangements,  and
to   obtain  any  appropriate  consents,  permits,  intercreditor
agreements,   or  approvals,  with  respect  to  such   different
arrangements  (none of which are deemed conditions to  Purchasers
obligations under the Agreement, as amended hereby), the  Closing
Date   is  hereby  reset  and  extended  to  February  15,  1998.
Accordingly,  Section 3.2 of the Agreement is hereby  deleted  in
its entirety and replaced with the following:

           3.2   Time  and Place of Closing. The transaction
     contemplated  by  this Agreement shall  be  consummated
     (the  'Closing')  at  9:00  a.m.  at  the  offices   of
     Stockwell,  Sievert, Viccellio, Clements and  Shaddock,
     L.L.P.,  One  Lakeside Plaza, 4th Floor, Lake  Charles,
     Louisiana  70601 on February 15, 1998; or such  earlier
     date  specified  by  Purchaser on  at  least  five  (5)
     business  days' notice; or on such other  date,  or  at
     such  other time or place, as shall be mutually  agreed
     upon  by  Seller and Purchaser. The date on  which  the
     Closing   occurs  in  accordance  with  the   preceding
     sentences,  is  referred to in this  Agreement  as  the
     "Closing  Date.'  The Closing shall  be  deemed  to  be
     effective as of 12:01 a.m. on the Closing Date at  Lake
     Charles, Louisiana.

      3.    Amendment re: Allocation. The date for  Purchaser  to
submit  its proposed allocation of the Purchase Price  to  Seller
under  Section 3.5 of the Agreement is hereby reset and  extended
to  the  date which is at least five (5) business days  prior  to
Closing   hereunder,  unless  otherwise  agreed  by  Seller   and
Purchaser.  Seller  and  Purchaser  acknowledge  and  agree  that
Closing  may  be  scheduled  on an  expedited  basis,  such  that
sufficient  prior notice, as aforesaid, may not be  practical  or
possible. In such case, the parties will cooperate to satisfy the
needs of the other in all reasonable ways.

      4.    Amendment re: Employee Contact. Purchaser and  Seller
agree  that  the  Contact  Date under  Section  10.10(c)  of  the
Agreement  shall in all events and for all purposes be:  (i)  for
salaried  employees,  December  2,  1997;  and  (ii)  for  hourly
employees, the date chosen by Purchaser that is not earlier  than
ten  (10)  business days prior to Closing. Seller  and  Purchaser
acknowledge  and  agree  that Closing  may  be  scheduled  on  an
expedited basis, such that sufficient prior notice, as aforesaid,
may  not be practical or possible. In such case, the parties will
cooperate  to  satisfy the needs of the other in  all  reasonable
ways.

      5.    Effect  of  Amendment. In the event  of  conflict  or
inconsistency between the terms of the Agreement and the terms of
this  Amendment No. 2, the terms of this Amendment  No.  2  shall
govern.  Except as specifically set forth herein,  the  Agreement
shall  remain  unmodified and in full force and  effect,  binding
upon the parties thereto.

      6.    Execution.  This Amendment No. 2 may be  executed  in
multiple counterparts, which, taken together shall constitute one
complete  copy  of this Amendment. It shall not be necessary  for
any  party to produce original signatures for all parties on  any
copy  of  this Amendment.  Facsimile signatures shall  be  deemed
originals for purposes hereof.





                 {SIGNATURES BEGIN ON NEXT PAGE}

                              SELLER:

      THUS  DONE  AND  SIGNED in the presence of the  undersigned
attesting  witnesses  and  me, Notary  Public  at  Lake  Charles,
Louisiana on this _____ day of December, 1997.

WITNESSES:                          LAKESHORE  HOTELS,  LTD.,   a
Louisiana
                              Partnership in Commendam


                              BY:
                              NAME:
                              TITLE:


                                
                          NOTARY PUBLIC
                                
                                
                              PURCHASER:

      THUS  DONE  AND  SIGNED in the presence of the  undersigned
attesting  witnesses and me, Notary Public at Atlantic City,  New
Jersey on this _____ day of December, 1997.

WITNESSES:                         PLAYERS INTERNATIONAL, INC., a
Nevada
                              corporation


                              BY:
                              NAME:
                              TITLE:


                                
                          NOTARY PUBLIC
                                
                                
AC-168627
                             JOINDER
                                
      The  undersigned  hereby  join in  the  execution  of  this
Amendment  No.  1, simultaneously with Seller, to evidence  their
agreement to be bound by the provisions hereof:

      THUS  DONE  AND  SIGNED in the presence of the  undersigned
attesting  witnesses  and  me, Notary  Public  at  Lake  Charles,
Louisiana on this _____ day of December, 1997.

WITNESSES (as to all signatures)

WITNESSES (as to all signatures)
                            
                          NOTARY PUBLIC

AC-168627