19

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

    [X]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF  THE
          SECURITIES EXCHANGE ACT OF 1934
          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       (State  or  other jurisdiction of incorporation or  organization)
95-4175832   (I.R.S. Employer Identification No.)

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

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

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

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

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

   As  of  July  17,  1998, the aggregate  market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrants was not less than $128,000,000.

   As  of  July  17, 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 Items 10, 11, 12  and  13
contained in its original filing and replacing such sections with
the following:

                            PART III

Item 10.  Directors and Executive Officers of the Registrant

     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 Goldberg President, Chief Executive       1986      53
                      Officer and Director
      John Groom      Executive Vice President,        1997      53
                      Chief Operating Officer and
                      Director
      Marshall S.     Director                         1989      59
      Geller (1)
      Lee Seidler (2) Director                         1987      63
      Charles Masson  Director                         1996      45
      Earl Webb (1)   Director                         1996      42
      Lawrence Cohen  Director                         1996      40
      (1) (2)
      Vincent J.      Director                         1997      59
      Naimoli
      Alan R. Buggy   Director                         1997      49
      Peter J. Aranow Executive Vice President          --       52
                      Finance, Chief Financial
                      Officer, Treasurer and
                      Secretary
      Patrick H.      Vice President and General        --       36
      Madamba, Jr.    Counsel
     
     (1)  Member of the Compensation Committee, of which Mr. Webb is
          chairman.
     (2)  Member of the Audit Committee, of which Mr. Seidler is
          chairman.
     
     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 a Managing Director and serves on the Board
of  Directors of LaSalle Partners Incorporated and serves as  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  and  Russell-Stanley
Corporation.
     
     Alan  R.   Buggy  has  served as  the  President  and  Chief
Executive  Officer, and as a member of the Board of Directors  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.

Section 16(a) - Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities and Exchange Act of 1934, as
amended,  requires the Company's executive officers and directors
to  file  initial reports of ownership and reports of changes  in
ownership with the Securities and Exchange Commission.  Executive
officers and directors are required by SEC regulations to furnish
the  Company  with copies of all Section 16(a) forms  they  file.
Based solely on a review of the copies of such forms furnished to
the  Company  and  written  representations  from  the  Company's
executive officers and directors, the Company believes that  none
of  its  executive officers and directors failed to  comply  with
Section  16(a) reporting requirements in fiscal year 1998  except
for  Edward  Fishman, who filed in February, 1998,  late  reports
concerning  transactions  involving sales  of  50,000  shares  of
common  stock during November, 1997 and 20,000 shares  of  common
stock during December of 1997.

Item 11.    Executive Compensation

Summary Compensation Table

     The following summary compensation table sets forth, for the
Company's last three fiscal years, the cash compensation paid  by
the  Company,  as  well  as certain other  compensation  paid  or
accrued for those years, to Howard Goldberg, the Company's  Chief
Executive Officer and to each of the Company's other most  highly
compensated   executive   officers   as   of   March   31,   1998
(collectively, the "Named Executives"):
                                
                   Summary Compensation Table

                                                     
                                      Annual         Long-term
                                    Compensation    Compensation
                                                                    All    
        Name and     Fiscal Year                     Securities    Other
        Principal      Ending                        Underlying    Compen-
        Position      March 31    Salary    Bonus    Options/SARs  sation
                                                                   
                                                                 
      Howard            1998     $462,500  $476,250  230,000(1)      -
      Goldberg          1997     $475,000     -      600,000(2)      -
      President,        1996     $500,000     -          -           -
      Chief
      Executive  
      Officer    
        and
      Director
                                                                 
      Peter J.          1998     $262,500   $150,000  40,000(1)      -
      Aranow            1997     $300,000     -      150,000(3)      -
      Executive         1996     $350,000     -       25,000(4)      -
      Vice                                   
      President-                                   
      Finance                    
      and Chief                   
      Financial
      Officer
      
      John Groom        1998     $315,000  $300,000  140,000(1)      -
      Chief             1997     $300,000     -      100,000(5)      -
      Operating         1996     $ 54,918(6)  -      100,000(6)      -
      Officer and
      Director
                                                                     
      Patrick           1998     $156,250  $110,000   30,000(1)      -
      Madamba, Jr.      1997     $139,829   $25,000   15,000(7)      -
      Vice              1996     $127,356     -        7,500(8)      -
      President and
      General
      Counsel
      _____________

(1)  Relates to options granted on November 19, 1997, with an
     exercise price of $3.125 per share.  The options vest 25% on
     the date of the grant and on each of the first through third
     anniversaries of the date of the grant.
     
(2)  Includes 375,000 shares subject to options granted on
     September 19, 1996, with an exercise price of $7.70 per
     share which vests 100% on date of issuance and 225,000
     shares subject to options granted on September 19, 1996,
     with an exercise price of $8.47 which vests 20% on date of
     the grant and on each of the first through fourth
     anniversaries of the date of grant.

(3)  Includes 50,000 shares subject to options and
     100,000 Stock Appreciation Rights ("SARs") granted on
     September 19, 1996, with an exercise price of $7.70
     per share.  The options vest 20% on the date of the grant
     and on each of the first through fourth anniversaries of the
     date of the grant.  The SARs vest upon a change of control.

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

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

(6)  Represents  fiscal year compensation following  January  25,
     1996 for John Groom, the date when he became an employee  of
     the Company.  Includes 100,000  shares  subject to options
     granted on  January  24, 1996, with an exercise price of
     $9.25  per  share.   The options vest 20% on each of the first
     through  fifth anniversaries of the date of the grant.

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

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

No  other annual compensation or long-term incentive plan payouts
were paid during the fiscal year ending March 31, 1998.

Stock Option Grants

           The following table relates to options granted to  the
Named Executives during the fiscal year ended March 31, 1998.

                Option Grants in Last Fiscal Year
                                                              
                                                             Potential
                                                          Realizable Value
                                                             at Assumed
                         Individual Grants                 Annual Rates of
                                                             Stock Price
                                                           Appreciation for
                                                             Option Terms
                         % of Total    Exer-                      
                           Options     cise                       
               Options   Granted to    Price    Expira-              
               Granted    Employees    Per      tion      
      Name       (1)     in Fiscal Yr. Share    Date          5%        10%
                           
                                                              
      Howard   230,000      36.28      $3.13   11/19/07   $452,018  $1,145,502
      Goldberg

      Peter J.  40,000       6.31      $3.13   11/19/07   $ 78,612  $  199,218
      Aranow
                                                      
      John     140,000      22.08      $3.13   11/19/07   $275,141  $  697,262
      Groom
      
      Patrick   30,000       4.73      $3.13   11/19/07   $ 58,959  $  149,413
      Madamba,
      Jr.

(1)  The options in this table were granted in fiscal year 1998
     and have an exercise price equal to the fair market value of the
     Company's common stock on the date of grant.

Stock Option Exercises

          The following table relates to options exercised during
the  fiscal year ended March 31, 1998 and options outstanding  at
year end.
                                
               Aggregated Option Exercises in Last
          Fiscal Year and Fiscal Year End Option Values
                                                  
                                    Number of            Value of Unexercised
                                   Unexercised                In-the-Money
                                   Options at              Options at March 31 
              Shares             March 31, 1998                 1998(1)
             Acquired                                 
                on     Value      Exercisable/               Exercisable/
      Name   Exercise Realized   Unexercisable               Unexercisable
                                                           
      Howard     -       -     578,750    307,500         $104,248   $312,743
      Goldberg

      Peter J.   -       -     175,000    175,000         $ 18,130   $ 54,390
      Aranow

      John       -       -      95,000    245,000         $ 63,455   $190,365
      Groom

      Patrick    -       -      13,500     31,500         $ 13,598   $ 40,793
      Madamba, Jr.

 (1) Based  upon  the  aggregate sum of the  positive  difference
     between the Nasdaq National Market closing quotation for the
     Common  Stock on March 31, 1998 and the exercise  price  for
     each option.

COMPENSATION OF DIRECTORS

     Each  director  not  employed by the Company  ("Non-Employee
Director")  is  paid  a retainer at an annual  rate  of  $25,000,
payable  in  quarterly installments.  Each Non-Employee  Director
who  is a Chairman of a Board Committee is paid a Chairman's  fee
at   an   annual  rate  of  $5,000,  also  payable  in  quarterly
installments.  In addition, directors are paid an attendance  fee
of  $1,000  for actual attendance at Board or Committee  meetings
and  $250 for attendance by telephone at any such meetings.  Fees
for  Committee  meetings  are limited to  one  fee  per  day,  in
addition  to  any fee for attendance at a Board meeting  on  that
day.    The  Company  reimburses  the  directors  for  reasonable
expenses incurred in attending Board or Committee meetings.
     
     Upon  election to the Board,  Non-Employee Directors receive
an initial stock option grant of 22,500 shares, exercisable at  a
price equal to the fair market value per share of common stock on
the date of grant.  Fifty percent (50%) of the initial grant will
vest  as  of the date of the grant with the balance vesting  upon
the  first re-election to the Board after completion of the first
full  year  of  service as a director.  Subsequent future  annual
grants ("Future Annual Grant") of 5,000 stock options are granted
upon  each  re-election to the Board.  Future Annual  Grants  are
immediately exercisable as of the date of the grant.

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item  12.    Security Ownership of Certain Beneficial Owners  and
Management
     
     The  following table sets forth, as of the close of business
on  July  17,  1998,  certain information  with  respect  to  the
beneficial  ownership of Common Stock:  (i) by each director  and
executive officer of the Company; (ii) by all executive  officers
and directors, as a group;  and (iii) by each stockholder who was
known  to  the Company to be the beneficial owner, as defined  in
Rule  13d-3  under  the  Securities Exchange  Act  of  1934  (the
"Exchange Act"), of more than 5% of the Common Stock.   As  noted
below,  certain ownership information is presented as of December
31,  1997,  the  last  date for reporting  significant  ownership
positions  by certain institutions under Securities and  Exchange
Commission ("SEC") rules.  Each of the persons listed  below  has
sole  voting  and investment power with respect to  such  shares,
unless otherwise indicated.

                                  NUMBER OF SHARES       PERCENT
                                   BENEFICIALLY          OF CLASS
NAME OF BENEFICIAL OWNER             OWNED           BENEFICIALLY OWNED

The Griffin Group, Inc. (1)       4,267,350(2)            13.08%
Edward Fishman                    1,486,843(3)             4.56%
Howard Goldberg                     944,330(4)             2.85%
Lawrence Cohen                      248,600(5)               *
John Groom                          236,500(6)               *
Marshall S. Geller                  211,127(7)               *
Lee Seidler                         195,250(8)               *
Peter J. Aranow                      77,500(9)               *
Charles M. Masson                   27,500(10)               *
Earl E. Webb                        27,500(10)               *
Patrick Madamba, Jr.                13,500(11)               *
Vincent Naimoli                     13,250(12)               *
Alan Buggy                          11,250(12)               *
                                                             
All     directors    and                                     
executive officers as  a             3,493,150            10.34%
group (12)
Legg Mason, Inc.(1)              2,485,000(13)             7.62%
Dimensional         Fund         2,029,400(14)             6.22%
Advisors, Inc.(1)
* Less than 1%.

(1)  The address of The Griffin Group, Inc. ("Griffin Group")  is
     780 Third Avenue, Suite 1801, New York, New York 10017.  The
     address  for  Legg  Mason  is 100 Light  Street,  Baltimore,
     Maryland  21202.  The address for Dimensional Fund Advisors,
     Inc.  is  1299  Ocean  Avenue,  11th  Floor,  Santa  Monica,
     California  90401.

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

(3)  Includes  5,000 shares that are subject to options that  are
     exercisable  within  60 days of July  17,  1998  ("currently
     exercisable") and 60,000 shares held in trust in the name of
     Edward Fishman's children.

(4)  Includes 18,400 shares held in trust and in  thename of Mr.
     Goldberg's family members and 578,750 shares that are
     subject to currently exercisable options.

(5)  Includes  27,500  shares  that  are  subject  to  currently
     exercisable options.

(6)  Includes  95,000  shares  that  are  subject  to  currently
     exercisable  options and 126,500 shares in which  Mr. Groom  has
     shared voting and investment power.

(7)  Includes 146,627 shares that are subject to currently
     exercisable options.

(8)  Includes 151,250 shares that are subject to currently
     exercisable options.

(9)  Includes 62,500 shares that are subject to currently
     exercisable options.

(10) Includes 27,500 shares that are subject to currently
     exercisable options.

(11) Includes 13,500 shares that are subject to currently
     exercisable options.

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

(13) Reflects  holdings  as  of December 31,  1997 reported  in
     Schedule  13G filed with the SEC. The shares are held by
     Legg  Mason Special Investment Trust, Inc., with Legg Mason
     Fund Advisor,  Inc. having power to dispose thereof.

(14) Reflects  holdings  as  of December  31,  1997  reported  in
     Schedule 13G filed with the SEC.  All securities reported are
     owned by advisory clients of Dimensional Fund Advisors, Inc.
     Dimensional Fund Advisors, Inc. disclaim beneficial ownership of
     all  such  securities.  The total amount beneficially  owned
     includes 2,029,400 shares subject to sole dispositive power and
     1,330,050 shares subject to sole voting power.  Persons who are
     officers  of Dimensional Fund Advisors, Inc. also  serve  as
     officers of DFA Investment Dimension Group, Inc. (the "Fund") and
     the DFA Investment Trust Company (the "Trust"), each an open-end
     management investment company registered under the Investment
     Company Act of 1940.  In their capacities as officers of the Fund
     and the Trust, those persons vote 222,900 additional shares which
     are owned by the Fund and 476,250 shares which are owned by the
     Trust (included in beneficial shares owned).

Item 13.  Certain Relationships and Related Transactions

      During fiscal year 1998, the Company had no transactions in
which any director of the Company or any member of the immediate
family of any such director had a material direct or indirect
interest reportable under the applicable rules of the SEC.

                           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: July 24, 1998      By   /s/ Peter J. Aranow
                              Peter J. Aranow
                              Executive Vice President Finance,
                              Chief Financial Officer,
                              Treasurer and Secretary
                              (Principal Financial Officer)