AC-145324/1
11/13/9711/13/97
DSO/kg

                         AMENDMENT NO. 1
                               TO
                    ASSET PURCHASE AGREEMENT

      THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT is made as
of  November  ___,  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 (the "Original
Agreement");  capitalized terms not defined herein  are  used  as
defined  in  the  Original Agreement, unless the context  clearly
requires otherwise.

      B.      Based upon the PIP prepared by Holiday Inns, Seller
and  Purchaser  anticipate that the Holiday Inn  Costs  will  far
exceed   $1,500,000.   Notwithstanding  the  termination   rights
available to Purchaser under the provisions of Section 3.6(a)  of
the Original Agreement as a result thereof, Purchaser desires  to
complete  the purchase of the Purchased Assets without performing
the PIP required by Holiday Inns.  Purchaser will not be able  to
obtain  a New License Agreement without performing such PIP  work
as  required  by  Holiday  Inns; and  without  such  New  License
Agreement,  Purchaser cannot obtain the financing  as  originally
intended.

       B.      Purchaser  has  made  arrangements  for  alternate
financing,  but  such alternate financing will  require  renewed,
supplemental or different consents and approvals before it can be
implemented.

     C.     In order to accommodate Purchaser's efforts to obtain
such  alternate financing, Seller and Purchaser desire to  modify
the Original 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.       Section  6.2  of  the
Original Agreement is hereby deleted entirely, and replaced  with
the following:

            6.2   Conditions  to  Purchaser's  Obligations.   The
     obligation   of  Purchaser  to  consummate  the  transaction
     contemplated hereby is subject to the fulfillment of all  of
     the  following  conditions on or prior to the Closing  Date,
     upon the non-fulfillment of any of which this Agreement may,
     at  Purchaser's option, be terminated pursuant to  and  with
     the effect set forth in Article IX:
     
                (a)   Each and every representation and  warranty
     made  by  Seller shall have been true and correct when  made
     and shall be true and correct in all material respects as if
     originally made on and as of the Closing Date.
     
                (b)   All  obligations of Seller to be  performed
     hereunder  through,  and  including  on,  the  Closing  Date
     (including, without limitation, all obligations which Seller
     would  be  required  to  perform  at  the  Closing  if   the
     transaction contemplated hereby were consummated) shall have
     been performed.
     
               (c)  All of the Consents shall have been obtained.
     
                (d)   No suit, proceeding or investigation  shall
     have  been  commenced  or  threatened  by  any  governmental
     authority or private person(s), against any party (including
     without limitation  Seller and any of its affiliates, or any
     partners, shareholders, officers or members of any of them),
     on  any  grounds,  the  intent or  likely  effect  of  which
     (exclusively  or among other things) is to restrain,  enjoin
     or  hinder, delay or to seek material damages on account of,
     the consummation of the transaction contemplated hereby,  or
     to  challenge  any  of  the  terms  or  provisions  of  this
     Agreement,  or  arising  out  of  this  Agreement   or   the
     transactions contemplated hereby.
     
                (e)  On or prior to December 15November 17, 1997,
     Purchaser   shall  have  received  all  required   consents,
     licenses  and  approvals  of  the transactions  contemplated
     hereunder   (including   without   limitation,   Purchaser's
     financing thereof, and any changes to existing financing  to
     permit   same)   from  the  gaming  and   other   regulatory
     authorities having jurisdiction.
     
               (f)  Intentionally Omitted.
     
                (g)  On or prior to December 15November 17, 1997,
     Purchaser shall have received the prior written approval  of
     Wells  Fargo Bank, N.A. and the Trustee for the  holders  of
     Purchaser's debt securities to the transactions contemplated
     hereby  (including without limitation, Purchaser's financing
     thereof,  and  any changes to existing financing  to  permit
     same),  all in form and substance satisfactory to Purchaser,
     in its sole discretion.
     
               (h)  On or prior to November 2017, 1997, Purchaser
     shall have obtained a commitment from Wells Fargo Bank, N.A.
     ("Wells  Fargo")  to  modify Purchaser's  existing  line  of
     credit with Wells Fargo to includemortgage financing for the
     transactions  contemplated hereby, on  terms  acceptable  to
     Purchaser,   in  its  sole  discretion,  including   without
     limitation total borrowing availability under such  line  of
     credit of Seventy Million Dollars ($70,000,000)in the amount
     of  at least seventy percent (70%) of the aggregate total of
     the Purchase Price, Holiday Inn Costs, Purchaser's costs  of
     making  Closing  hereunder  and Purchaser's  other  expenses
     under the Letter of Intent and this Agreement.
     
                 (i)    Intentionally  OmittedOn  or   prior   to
     November 17, 1997, Purchaser shall have entered into  a  New
     License Agreement and all related agreements, or agreed with
     Holiday Inns upon the terms thereof, in either case on terms
     acceptable to Purchaser, in its sole discretion, as provided
     under  Section  3.6  hereof  and Purchaser  shall  not  have
     terminated  this  Agreement based  on  the  aggregate  total
     amount  of the Holiday Inn Costs, as provided under  Section
     3.6 hereof.
     
                (j)   On  or before November 20, 1997October  16,
     1997,  Purchaser's  Board of Directors shall  have  approved
     this  Agreement  and  the transactions  contemplated  hereby
     (including without limitation, Purchaser's financing thereof
     as described in subsection (h) hereof).
     
                (k)   Prior to Closing, Purchaser shall not  have
     terminated   this  Agreement:   (A)  during  the  Inspection
     Period,  as  provided under Section 5.5 hereof;  or  (B)  by
     virtue  of a casualty, as provided under Section 6.3 hereof;
     or  (C) by virtue of a taking, as provided under Section 6.4
     hereof.
     
     If,  despite Purchaser's good faith efforts, either  of  the
     conditions  set forth in subsections (g) or (i)  hereof  has
     not  been satisfied by November 17, 1997, the Purchaser may,
     at  its option, extend the date for satisfaction thereof, as
     described  above, to December 2, 1997, by written notice  to
     Seller.   If  Purchaser so elects to extend  such  date  for
     either  or  both of such conditions, then the  Closing  Date
     shall automatically be extended to December 17, 1997 for all
     purposes hereunder.

      2.    Amendment re: Closing.   Section 3.2 of the  Original
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  10:00  a.m.  at the  offices  of  Stockwell,
     Sievert,  Shaddock  &  Viccellio, One  Lakeside  Plaza,  4th
     Floor,  Lake  Charles,  Louisiana  70601  on   December  18,
     1997December 2, 1997 or on such other date, or at such other
     time  or  place, as shall be mutually agreed upon by  Seller
     and  Purchaser.  Notwithstanding the foregoing, if Purchaser
     either party is unable, despite Purchaser'ssuch party's good
     faith  efforts, to complete Closing by such  date  and  time
     because  a  condition contained in Wells  Fargo's  financing
     commitment (as described in Section 6.2(h) hereof)  has  not
     yet  been satisfied, and such financing cannot therefore  be
     consummated, then Purchasersuch party  may extend  the  date
     for  Closing  to  January  6, 1998December  17,  1997,  upon
     written notice to the other party hereunder, on or prior  to
     the  original  date  for Closing.  The  foregoing  extension
     right  is  available  only with respect  to  the  originally
     scheduled Closing, and any further extension of the date for
     Closing  may only be made upon the mutual agreement  of  the
     parties.   The  date  (or extended date, if  applicable)  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 Original Agreement is hereby reset and
extended to December 2, 1997.
     
     4.          Amendment re: Franchise.
     
          (a)  In consideration of Seller's agreements hereunder,
     Purchaser hereby waives its right under the final sentence
     of Section 3.6(a) of the Original Agreement, to terminate
     the Original Agreement based on the amount of the Holiday
     Inn Costs.
     
          (b)  The final sentence of Section 3.6(b) of the
     Original Agreement is hereby amended to read as follows:
     
          Purchaser shall not be liable for payment of the
          Termination Fee if Purchaser does not complete Closing
          hereunder, unless: (i) Closing does not occur because
          of Purchaser's default hereunder; (ii) Seller has not
          defaulted hereunder; and (iii) the Termination Fee
          becomes payable (notwithstanding that Seller continues
          to own and operate the Business) because of an act of
          Purchaser, and through no act of Seller.

     5.   Amendment re: Return of Additional Deposit.   The
penultimate sentence of Section 3.3(b) of the Original Agreement
is hereby deleted, and replaced with the following:

          The Additional Deposit shall only be refunded to
          Purchaser (x) on default by Seller, or (y) if the
          condition on Purchaser's obligations regarding
          Purchaser's ability to obtain financing is not
          satisfied as provided under Section 6.2(h) hereof, or
          (z) if the condition regarding Purchaser's Board of
          Directors approvalHoliday Inn franchise matters under
          Section 6.2(ji) hereof is not satisfied.

     6.   Amendment re: Employee Contact.   Purchaser and Seller
agree that the Contact Date under Section 10.10(c) of the
Original Agreement shall in all events and for all purposes be:
(i) for salaried employees, December 2, 1997; and (ii) for hourly
employees, the earlier of December 15, 1997, or such earlier date
by which Purchaser shall have satisfied or waived the conditions
set forth in Sections 6.2(e) and 6.2(g) hereof.

     7.   Rooms; New Year's Arrangements.   There is hereby
inserted in the Original Agreement a new Section 5.9, as follows:

     5.9  Rooms; New Year's Arrangements
     
          (a)  Seller acknowledges Purchaser's need to have
     extensive availability of rooms and hotel services for
     Purchaser's gaming patrons for the New Year's Eve/New Year's
     Day holiday.  Therefore, in consideration of Purchaser's
     agreements hereunder, Seller hereby agrees to reserve and
     set aside for the exclusive use and occupancy of Purchaser
     and its patrons: (i) that number of hotel rooms at the Hotel
     for the room nights shown on Exhibit "A" hereto (the
     "Reserved Rooms"); and (ii) all of Seller's banquet,
     ballroom and meeting rooms and areas (the "Banquet
     Facilities") for December 30 and 31, 1997, as shown on
     Exhibit "A" hereto.  Purchaser agrees to pay the lump sum
     total price of $45,000 (including applicable taxes) for all
     such Banquet Facilities and Reserved Rooms as described in
     Exhibit "A", whether or not actually used or occupied for
     the dates specified in Exhibit "A"; such payment to be
     secured by a payment from Purchaser to Seller in the amount
     of $70,000 (the "Advance Deposit"), to be made, in full, on
     or before December 2, 1997.  Seller agrees that the Advance
     Deposit made by Purchaser pursuant to this Section 5.9(a)
     shall be held by Seller as an advance deposit, and if
     Closing is not extended by Purchaser as provided in Section
     3.2 hereof,  Purchaser shall receive a credit at Closing for
     the full amount of such Advance Deposit as provided under
     Section 3.7(a) of the Original Agreement.  If Closing is
     extended under Section 3.2 hereof, then at Closing,
     Purchaser shall receive a credit for $25,000 of the Advance
     Deposit (i.e., the portion not retained by Seller for the
     Reserved Rooms and Banquet Facilities) as provided under
     Section 3.7(a) of the Original Agreement.  If the Closing is
     extended under Section 3.2 hereof, but Closing is not held
     because of Purchaser's default, Seller may retain the entire
     Advance Deposit as damages hereunder.
     
          (b)  Incidental services such as set-up, security,
     decoration, clean-up, sound and lighting shall be provided
     by Seller at prices and on terms to be mutually agreed
     between Seller and Purchaser.  Failing such mutual
     agreement, Purchaser may provide any of such incidental
     services without cost or expense to Seller.  In addition,
     Seller shall provide alcoholic beverages to Purchaser for
     Purchaser's shows, parties and special events at the Hotel
     on the nights of December 30 and 31, 1997, at Seller's
     actual cost without markup or profit, on a method of
     calculation and payment terms to be mutually agreed between
     Seller and Purchaser.  Purchaser shall have the right to
     have such beverages served by Purchaser's staff, provided
     that: (i) service of alcoholic beverages at the Hotel by
     Purchaser's staff complies with applicable law; and (ii)
     Purchaser has provided to Seller the certificates or other
     evidence of insurance as described in subsection (e) hereof
     .
     
          (c)  During (or in preparation for) any of the special
     events to be held by Purchaser at the Hotel on December 30
     or 31, 1997, Purchaser may locate members of Purchaser's
     staff in and at the Hotel to provide services and
     accommodations to Purchaser's patrons while present at the
     Hotel, including without limitation, welcome, patron-
     relations, gift delivery, event management and similar
     services for Purchaser's hotel guests and shows, parties
     and/or special events at the Hotel.
     
          (c)  From and after the date hereof, Seller agrees not
     to accept any reservations or bookings of guest rooms or
     ballroom/conference/banquet facilities at the Hotel for any
     of the dates listed on Exhibit "A" hereto, which would
     interfere with the agreements of Seller described in this
     Section 7.
     
          (d)  Seller agrees to cooperate in all reasonable ways
     with Purchaser's efforts to promote the New Year's Eve
     holiday (dates and room nights as specified in Exhibit "A"
     hereto) as a special event of Purchaser, including special
     decorations provided by Purchaser, permission to use the
     name of the Hotel in Purchaser's advertising and marketing
     efforts, use of the Hotel's pylon sign, and similar matters.
     
          (e)  Purchaser hereby indemnifies and agrees to hold
     Seller harmless from and against all loss, cost, damage,
     claim or expense caused by or arising out of Purchaser's
     activities at the Hotel contemplated under this Section 5.9,
     including without limitation, the acts or omissions of
     Purchaser's staff present at the Hotel in connection with
     such activities.  Prior to December 19, 1997, Purchaser
     shall provide to Seller certificates or other evidence of
     general liability, worker's compensation, and liquor
     liability insurance covering Purchaser's activities at the
     Hotel as contemplated under this Section 5.9.

     8.   Effect of Amendment.     Except as specifically set
forth herein, the Original Agreement shall remain unmodified and
in full force and effect, binding upon the parties thereto.

                 [Signatures on Following 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 November, 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
_____________________, ____________________ on this _____ day  of
November, 1997.

WITNESSES:                         PLAYERS INTERNATIONAL, INC., a
                                   Nevada corporation
_____________________________

_____________________________

                                   By:
                                   Name:
                                   Title:



                          NOTARY PUBLIC
                                
                             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 November, 1997.

WITNESS (as to all signatures)


___________________________________
                              ______________________________
                                   Ted W. Price, Sr.

WITNESS (as to all signatures)


___________________________________
                              ______________________________
                                   Ted W. Price, Jr.




                                   ______________________________
                                   Robert W. Price, Sr.




                                   ______________________________
                                   Robert W. Price, Jr.



                                                  _
                          Notary Public