SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         _______________

                            FORM 10-K

    [X]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF  THE
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
          For the fiscal year ended March 31, 1997
                               OR
    [   ]TRANSITION  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF
          THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          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  June  20,  1997, the aggregate  market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrants was not less than $88,457,180.

   As  of  June  20, 1997, there were 31,891,248  shares  of  the
registrant's Common Stock outstanding.

Documents Incorporated by Reference:

      The  information  required by Part III of  this  report  is
incorporated  by reference from the Registrant's Proxy  Statement
to be filed with the Commission not later than 120 days after the
end of the fiscal year covered by this report.

                             PART I
Item 1.   Business

General

     Players  International,  Inc. (the "Company")  is  a  multi-
jurisdictional gaming company with gaming operations in Illinois,
Louisiana, Missouri, Kentucky and Nevada.

     In  February,  1993, the Company opened its  first  cruising
riverboat   casino  in  Metropolis,  Illinois  (the   "Metropolis
facility"). The Metropolis facility is the only riverboat  casino
operation  in southern Illinois.  The Company holds one  of  only
ten  statutorily authorized riverboat casino licenses in Illinois
to  operate  the  Metropolis facility.  The  Metropolis  facility
primarily   draws  patrons  from  Illinois,  Indiana,   Kentucky,
Missouri and Tennessee.

     The  Company  also owns and operates two cruising  riverboat
casinos  in  Lake  Charles, Louisiana, the Players  Lake  Charles
Riverboat  and the Star Riverboat (the "Lake Charles  facility").
The  Players  Lake  Charles  Riverboat  commenced  operations  in
December,  1993 while the Star Riverboat commenced operations  in
April,  1995.   The Company holds two of the fifteen  statutorily
authorized riverboat casino licenses in Louisiana to operate  the
two  (2)  riverboats  at the Lake Charles facility.   While  each
riverboat  is required by state law to cruise, the two riverboats
operate  on staggered three hour cruise schedules.  The staggered
cruise   schedules  allow  the  Company  to  offer  patrons   the
equivalent  of  dockside  gaming  since  a  riverboat  is  almost
continually  available  for boarding by patrons  at  the  docking
site.   The  Lake Charles facility primarily draws  patrons  from
Houston, Texas and southwest Louisiana.

     On  March  11, 1997, the Company and Harrah's Entertainment,
Inc.  ("Harrah's")  opened, in connection with  a  joint  venture
between  the companies, a riverboat casino entertainment facility
(the  "Maryland Heights facility") in Maryland Heights, Missouri,
a suburb of St. Louis.  The Maryland Heights facility offers four
permanently moored, dockside riverboat casinos with  a  total  of
approximately  120,000 square feet of gaming space,  a  291  room
hotel,  a 95,000 square foot entertainment facility and extensive
covered  parking.  The Company and Harrah's each operate  two  of
the   four  casinos  at  the  Maryland  Heights  facility.    The
entertainment  facility  offers  two  specialty  restaurants,   a
buffet, an entertainment lounge, a child care facility and retail
shops.   The  Company's portion of the project budget,  excluding
capitalized  interest, is approximately $141  million,  of  which
$124  million  has  been invested through March  31,  1997.   The
Maryland  Heights  facility competes for patrons  in  the  highly
competitive St. Louis metropolitan market.

     The  Company also owns and operates Players Bluegrass  Downs
("Players Bluegrass Downs"), a thoroughbred racetrack located  in
Paducah, Kentucky.  The racetrack was acquired by the Company  in
November,  1993.  The Company holds live racing meets  each  Fall
and  offers year-round simulcasting of thoroughbred horse  racing
events.

        The  Company  will cease operating its  only  land  based
casino operation, Players Island Resort  Casino  Spa in Mesquite,
Nevada  (the "Mesquite facility"), on June 30, 1997 in connection
with  the Company's sale of the facility.  The Company determined
to  sell  the  Mesquite  facility after experiencing  significant
operating losses at the facility.

     The  Company's  principal executive offices are  located  at
1300  Atlantic Avenue, Suite 800, Atlantic City, New Jersey 08401
(Telephone: 609-449-7777).

Marketing

     The  Company's  marketing strategy focuses on  middle-income
patrons  who  live  within  a 150 mile  radius  of  each  of  the
Company's  facilities.   The  Company  implements  this  strategy
through  the  use  of  database and  on-site  marketing  and  bus
programs.  The Company targets gaming customers through  frequent
mailings promoting visits to its casino facilities.  In addition,
the  Company  employs on-site marketing techniques including  the
use  of  player tracking systems, slot clubs and preferred player
hosts  to  identify  and service patrons.  To attract  additional
patronage  during non-peak hours, the Company utilizes bus  tours
which  are  organized  through the Company's direct  relationship
with tour operators.

Metropolis Operations

     The Metropolis facility commenced operations on February 23,
1993  and  is  the  only riverboat casino operating  in  southern
Illinois.    The  Company  holds  one  of  only  ten  statutorily
authorized  gaming  licenses in Illinois.   Under  Illinois  law,
licenses are renewed annually after the first three (3) years  of
operation.   In  February, 1997, the license for  Metropolis  was
renewed by the Illinois Gaming Board for a one (1) year term.

     The  Metropolis  facility  offers  a  four  deck  historical
replica  of  a paddlewheel riverboat.  The riverboat  features  a
fully-equipped  Las Vegas style casino that offers  approximately
22,000 square feet of gaming space.  The casino is equipped  with
895 slot machines and 51 table games for a total of approximately
1,200 gaming positions as defined by Illinois regulation.

     The  docking  site  at the Metropolis facility  consists  of
three  permanently  moored barges and  related  structures.   One
barge,  with a total area of approximately 15,000 square feet  on
three  levels, houses a bar and grill style restaurant, a  buffet
restaurant  and meeting rooms.  The dining facilities aboard  the
barge  have  a  combined seating capacity of  600  persons.   The
second  barge,  with a total area of approximately 12,000  square
feet,  contains  the ticketing area, a gift shop, waiting  areas,
restrooms and a VIP lounge.  A third barge, with a total area  of
approximately 15,000 square feet, is used as a queuing  area  for
patrons  prior to boarding the riverboat casino.   The  barge  is
also used for special events and promotions.

     In  May,  1996,  a new 300 space surface riverfront  parking
facility  and  a  porte-cochere  were  added.   The  new  parking
facility,  which is located above the flood plain,  has  a  major
positive  impact  on operations during the Fall and  Spring  when
high  water eliminates the use of the Metropolis facility's lower
parking  areas.   With the addition of the new parking  facility,
the Metropolis facility offers approximately 1,400 automobile and
bus parking spaces.

     In   October,  1996,  the  Company  purchased  an   existing
restaurant  barge  facility for $2.5 million in  anticipation  of
upgrading  the  Metropolis  facility.   The  Company   plans   to
extensively  renovate the barge at a cost of  approximately  $3.5
million and anticipates placing it into operation during the Fall
of 1997.  When renovated, the facility will have a tropical theme
and  offer  upgraded buffet facilities, a larger, upscale  dining
facility,  an expanded gift shop, a queuing area and a VIP  area.
In  conjunction with these facility upgrades, the Company is also
considering   improved  ramps,  increased   space   for   support
functions,  a  10,000 square foot multipurpose activity  showroom
and  a larger casino vessel.  These projects and plans for future
development  are intended to expand capacity and  strengthen  the
Metropolis  facility's  position  in  response  to  significantly
increased competition.

     The   Company  also  holds  a  12-1/2%  limited  partnership
interest  in  a joint venture which constructed a 120-room  hotel
adjacent to the Metropolis facility.  The hotel opened in  March,
1994.   The  Company  is  entitled to a  discounted  rate  for  a
specified  number  of  hotel rooms used  for  casino  guests  and
employees.   The Company also leases, under a ten year agreement,
a  350-seat cabaret style theater adjacent to the hotel, which is
used  for special events and promotions.

     The Metropolis facility is located approximately three miles
from  U.S.  Interstate  24,  a major  highway  through  Illinois,
Kentucky  and  Tennessee.   Passenger counts  are  higher  during
warmer  weather (from late Spring through early Fall) than during
the  Winter  months.  The Company anticipates that this  seasonal
passenger count trend will continue in the future.

Lake Charles Operations

     The  Lake Charles facility commenced operations in the  City
of Lake Charles, Louisiana on December 8, 1993 with one riverboat
casino, the Players Lake Charles Riverboat.  In January 1995, the
Company  acquired  all  interests in  a  partnership  that  owned
another fully-equipped Las Vegas style riverboat casino, the Star
Riverboat,  which previously operated for one and one-half  years
on  Lake  Pontchartrain near New Orleans.  The Company  relocated
the  Star  Riverboat to Lake Charles and reopened  it  in  April,
1995.   The  Company presently holds two of a current maximum  of
fifteen  statutorily  authorized  riverboat  casino  licenses  in
Louisiana.   Under  Louisiana law, licenses are initially  issued
for  a  term  of five (5) years and then considered  for  renewal
annually  thereafter.  The initial Players Lake Charles Riverboat
license will expire December 6, 1998.  The initial Star Riverboat
license will expire August 9, 1998.

     The  Players  Lake Charles Riverboat and the Star  Riverboat
are  docked  at a common docking site. The Players  Lake  Charles
Riverboat  features a fully-equipped three deck Las  Vegas  style
casino  that  offers approximately 29,200 square feet  of  gaming
space.   The  casino is equipped with 896 slot  machines  and  62
table  games for a total of approximately 1,330 gaming positions.
The  Star Riverboat also features a fully equipped three deck Las
Vegas  style casino that offers approximately 21,730 square  feet
of  gaming space.  The casino is equipped with 733 slot  machines
and  47  table  games for a total of approximately  1,062  gaming
positions.  Both the Players Lake Charles Riverboat and the  Star
Riverboat operate staggered three-hour cruises up to 24  hours  a
day.   While  each riverboat is required by state law to  cruise,
the staggered cruise schedules allow the Company to offer patrons
the  equivalent  of dockside gaming since a riverboat  is  almost
continually  available  for boarding by patrons  at  the  docking
site.

     The  Lake  Charles facility features a Company  owned  land-
based  134 room hotel with meeting and entertainment space and  a
60,000  square  foot floating entertainment "Island."   Riverboat
casino passengers walk through the Island, which is connected  to
the Players Hotel by a covered walkway, to board the Players Lake
Charles  Riverboat and the Star Riverboat.  The Island  offers  a
tropical theme with lush foliage, waterfalls and rockscapes.  The
Island includes a gift shop, a 238 seat upscale restaurant, a 389
seat  buffet  restaurant, a 145 seat sports bar, and  a  50  seat
Cajun  themed snack bar.  The Island also offers a large  queuing
area and a state-of-the-art animatronics show with a pirate theme
for guests to view on their way to board the riverboats.

     The  Company  also maintains a permanently moored  barge  of
approximately  10,000 square feet adjacent to  the  Island.   The
barge provides an employee breakroom, administrative offices  and
mechanical rooms.

     Parking facilities at the Lake Charles facility consists  of
a  540 space, on-site multi-story parking garage and several off-
site  surface parking facilities that provide approximately 1,200
additional automobile and bus parking accommodations.

     The  City  of Lake Charles and the surrounding  area  has  a
population of approximately 160,000 within a 25 mile radius.  The
Lake  Charles facility's primary market area includes  population
centers  in Houston, Beaumont, Galveston, Orange and Port Arthur,
Texas  and Lafayette and Baton Rouge, Louisiana.  U.S. Interstate
10 connects Houston, Beaumont and Lake Charles.  The Lake Charles
facility is situated immediately adjacent to U.S. Interstate  10.
Since  opening,  the  Company estimates  that  the  Lake  Charles
facility  has  drawn over half of its patrons from Texas,  mainly
from  the greater Houston area, due in large part to the  current
absence of legalized casino gaming in Texas.

Maryland Heights Operations

     On  March  11,  1997,  the Company  and  Harrah's  opened  a
riverboat  casino  entertainment facility  in  Maryland  Heights,
Missouri,  a suburb of St. Louis.  The Maryland Heights  facility
offers   four  permanently  moored,  dockside  riverboat  casinos
totaling approximately 120,000 square feet of gaming space.   The
Company and Harrah's each individually manage, operate and market
two   of  the  four  permanently  moored,  dockside  casinos   of
approximately  equal size pursuant to separate  gaming  licenses,
but  share equally in the development and marketing of the hotel,
entertainment and parking facilities.  The Company's two casinos,
with total gaming space of approximately 16,000 sq. ft.,  have  a
tropical  island  theme with lush foliage, waterfalls,  rockscape
and  a  3,000  gallon salt water aquarium that also serves  as  a
partition  wall between the Company's two casinos.  The Company's
casinos, in the aggregate, offer 1,230 slot machines and 75 table
games  for a total of approximately 1,680 gaming positions.   The
Company's and Harrah's casinos are permanently moored to  a  land
based   95,000   square   foot   entertainment   facility    (the
"Entertainment Facility").

     The  Entertainment Facility has a turn of  the  century  St.
Louis  theme  and includes retail shops, two 125  seat  specialty
restaurants  (the Company and Harrah's each operate  one  of  the
specialty   restaurants),  a  600  seat  buffet,   a   125   seat
entertainment  lounge,  a  child care  facility,  a  1,824  space
parking  garage and 3,231 surface parking spaces.   The  Maryland
Heights  facility  also offers a 291 room hotel  with  12  luxury
suites (the "Hotel").

     While  the  Company  and  Harrah's  were  each  individually
responsible  for  the  cost to fit-out  the  interiors  of  their
respective  casinos and specialty restaurants,  the  Company  and
Harrah's  shared equally in all other development costs  for  the
Maryland Heights facility.  The Company's portion of the  project
budget,  excluding  capitalized interest, is  approximately  $141
million,  of  which $124 million was expended through  March  31,
1997.   See  "  -  Properties"  for  information  concerning  the
Company's lease at the Maryland Heights facility.

     Pursuant to a separate Management Agreement, an affiliate of
Harrah's  manages the Hotel and Entertainment Facility  with  the
exception  of the Company's specialty restaurant and  the  retail
space.  The Management Agreement has a basic term that expires on
December  31, 2005, with fourteen (14) renewal terms of five  (5)
years  each.  The Management Agreement provides for the following
fees:   a  Base Management Fee equal to 3% of the Hotel Revenues;
an  Incentive Management Fee which is the greater of  1%  of  the
hotel  revenues, or 50% of operating cost savings; an  Accounting
Fee  of  $130,000 per year, increased each year by the amount  of
the  consumer price index ("CPI") increase; and a Reservation Fee
of $2.50 per guest room reservation at the hotel made through the
telephone  reservation system of an affiliate of Harrah's,  which
fee  is increased each year by the amount the CPI increases,  but
not  more  than  the  prevailing charge  to  other  participating
Harrah's affiliated hotels.

     The Company maintains separate riverboat casino licenses for
each  of  its two casinos that are issued by the Missouri  Gaming
Commission.   Each  license is for a  one  year  term.   Missouri
Gaming  regulations  limit patron gaming to  $500  per  two  hour
cruise  session. In addition, while the Company's  two  riverboat
casinos are permanently moored, State law requires the Company to
simulate  two  hour  cruises.  The Company and  Harrah's  stagger
boarding  times  so  that one of the four  riverboat  casinos  is
always available for boarding by patrons.

     The  Maryland Heights facility is strategically  located  to
attract patrons from a local population base of approximately 2.3
million  in the greater St. Louis metropolitan region.  The  site
features  easy  accessibility, a high level of drive-by  traffic,
and  is  located  adjacent to the Riverport  Amphitheater,  which
currently attracts 500,000 visitors per year.




Players Bluegrass Downs Operations

     Players Bluegrass Downs, a thoroughbred racetrack located in
Paducah, Kentucky, was acquired by the Company in November,  1993
and  holds  live  racing meets each Fall as  well  as  year-round
simulcasting  of  thoroughbred horse racing events.   During  the
year  when  live  race  meets are not  scheduled,  the  racetrack
facilities are leased for special events and activities.   During
the  fourth  quarter  of  1997, the Company  reevaluated  Players
Bluegrass Downs, determined that the investment was impaired, and
wrote  down the facility to a value of  $475,000 (see " - Results
of  Operation").

Mesquite Operations

      On  June 29, 1995, the Company opened Players Island Resort
Casino   Spa  in  Mesquite, Nevada, its  only  land-based  casino
entertainment facility.  The Mesquite facility features an island
resort theme and is located approximately 75 miles from Las Vegas
on Interstate 15 between Las Vegas and Salt Lake City, Utah.  The
Mesquite  facility offers a 40,000 square foot casino, a 500-room
hotel, a spa and an 18-hole golf course.

      On  February  28, 1997, the Company entered into  an  Asset
Purchase  Agreement  with RGB, LLC ("RGB") to sell  substantially
all  of  the  assets constituting the Mesquite facility  for  $29
million cash and a $1.5 million promissory note. The Company sold
the  Mesquite  facility after experiencing significant  operating
losses at the facility. The closing of the sale was structured in
two  parts.   At the first closing on March 18, 1997, the Company
sold for $22 million in cash, substantially all of the assets  of
the  Mesquite  facility with the exception of  gaming  equipment.
Simultaneously,  the Company leased back the assets in  order  to
continue  to  operate  the  Mesquite facility  until  the  second
closing,  scheduled  to occur on June 30, 1997.   At  the  second
closing,  the Company will cease operating the Mesquite facility,
the Company's lease arrangement with RGB will terminate, RGB will
pay to the Company the remaining amount of the purchase price  in
the  form of cash and tender the promissory note.  At that  time,
the  Company  will  transfer  to RGB  the  gaming  equipment  and
substantially  all  other  assets of the  Mesquite  facility  not
previously sold.

Competition

     The  casino gaming industry includes casinos which are land-
based,  dockside  casinos, cruising riverboat casinos  and  land-
based  casinos  on Indian reservations.  The gaming  industry  is
highly  competitive  and  is  composed  of  a  large  number   of
companies.   Numerous states have legalized  gaming  and  several
other  states  are  considering the  legalization  of  gaming  in
designated areas.  Indian gaming on tribal land also continues to
expand.   As  a  result  of  the  proliferation  of  gaming,  the
Company's  operations have been adversely affected.   New  gaming
facilities  that have opened in markets served by  the  Company's
facilities  have  diluted the market by  competing  for  existing
patrons  of  the  Company's facilities.  The Company  anticipates
this  trend  will continue as new competition comes on  line  and
existing competitors enhance their facilities.  In addition, many
of  the  Company's direct competitors have significantly  greater
resources as compared to those of the Company.  Competitors  with
greater  resources than the Company enjoy a competitive advantage
since  they  have more flexibility in the manner  in  which  they
manage, operate and expand their facilities.

     The Metropolis facility's closest gaming competitor operates
in  Evansville, Indiana, approximately 110 miles  away.   Another
competing  riverboat casino operates in Caruthersville, Missouri,
which  is  approximately 120 miles southwest  of  the  Metropolis
facility.   The Metropolis facility faces further competition  as
additional  riverboats become licensed in  southern  Indiana  and
Missouri.   Metropolis  also experiences significant  competition
for   Tennessee   patrons  from  dockside  casinos   in   Tunica,
Mississippi.   Casinos operating in Tunica, Mississippi  enjoy  a
competitive  advantage  over  the Company's  Metropolis  facility
since  they  offer permanently moored, dockside facilities  while
the Company's riverboat is required by State law to cruise.

     The  Lake Charles facility faces direct competition from the
Isle of Capri Casino (the "Isle of Capri"), which opened with one
Las  Vegas  style riverboat casino on July 29, 1995 in  Westlake,
Louisiana,  approximately one mile from the  Company's  facility.
In  May  1996,  the  Isle of Capri opened a 104,000  square  foot
pavilion  which  offers a 450 seat buffet, a  live  entertainment
facility, retail operations and a 1,400 space parking garage.  In
July,  1996,  the Isle of Capri opened a second Las  Vegas  style
riverboat  casino.  One of the Isle of Capri's riverboat  casinos
presently offers approximately 26,000 square feet of gaming space
with  860  slot  machines  and 40 table  games  while  the  other
riverboat  casino  offers approximately  28,000  square  feet  of
gaming  space with 942 slot machines and 48 table games.   A  400
room  hotel  is also being constructed by Isle of  Capri  with  a
publicly announced opening date of September, 1997.  Construction
of another 200 room hotel has also been announced.  Additionally,
the  Isle  of  Capri  Casino has announced plans  to  expand  its
facility to include an upscale restaurant, youth activity center,
and  300 pad RV park.  Eastbound travelers from Texas and western
Louisiana on Interstate 10 are able to access the Isle  of  Capri
prior to reaching the Company's facility.

     The Lake Charles facility also faces direct competition from
the  land-based  Coushatta  Indian  casino  facility  in  Kinder,
Louisiana.   The Coushatta facility, which opened in  January  of
1995  and  expanded in August 1995, is a Las Vegas  style  casino
that  currently offers approximately 71,000 square feet of gaming
space,  2,000  slot machines and 65 table games.  Grand  Casinos,
Inc.,  which  manages the facility, recently  opened  an  upscale
restaurant  and  has  announced  further  expansion  plans  which
include an additional 27,000 square feet of gaming space,  a  650
room hotel, an additional restaurant, a golf course and a 200 pad
RV park.  In addition to the Coushatta facility, the Lake Charles
facility competes to a lesser degree with riverboat operators  in
Baton  Rouge,  approximately 125 miles east of Lake Charles,  the
New  Orleans area, approximately 200 miles east of Lake  Charles,
and  the Shreveport/Bossier City area, which is approximately 180
miles north of Lake Charles.  A planned land-based casino in  New
Orleans may produce additional competition.

     In the 1997 Regular Session of the Louisiana Legislature,  a
bill  was  passed authorizing the operation of slot  machines  at
three  horse  racing tracks in Louisiana, including  a  racetrack
situated  in  Calcasieu Parish (the same Parish as the  Company's
Lake  Charles  facility), Delta Downs. Eastbound  travelers  from
Texas  and western Louisiana on Interstate 10 are able to  access
Delta  Downs prior to reaching either the Company's Lake  Charles
facility or the Isle of Capri.

     The  legislation limits slot machine space at each racetrack
to  15,000 square feet.  Within the gaming space, however,  there
is  no numerical limit on the number of slot machines that can be
permissibly installed.  While the Governor has not yet signed the
bill, the Governor has openly supported the bill and has publicly
stated that he intends to sign the bill into law.  If the bill is
signed  by the Governor, before slot machines can be operated  at
Delta  Downs,  both voter approval is required  through  a  local
option referendum election in Calcasieu Parish and the passage of
companion  legislation is required in the 1998 Fiscal Session  of
the  Louisiana Legislature to establish the tax rate to be levied
on  slot machine revenues.  Consequently, slot machines cannot be
permissibly operated at Delta Downs until, at the earliest,  late
Spring 1998.

      The  Maryland Heights facility competes directly  with  its
joint   venture   partner,  Harrah's,  the  President   Riverboat
("President")  in downtown St. Louis, Missouri, the  Alton  Belle
("Alton  Belle")  in Alton, Illinois, the Casino  Queen  ("Casino
Queen")  in East St. Louis, Illinois and the St. Charles  Station
("St.  Charles") in St. Charles, Missouri.  The Maryland  Heights
facility   may  compete  with  proposed  riverboat   casinos   in
Kimmswick,  Missouri  and  St.  Charles  County,  Missouri   and,
potentially,  additional riverboats in the St. Louis metropolitan
area  to the extent that additional licenses, if any, are granted
by the Missouri Gaming Commission.

     The  Company's  joint venture partner, Harrah's,  has  1,230
slot  machines  and 80 table games for a total  of  approximately
1,710  gaming positions.  The President operates a single  gaming
facility  with  approximately 1,122 slot machines  and  60  table
games for a total of approximately 1,482 gaming positions.    St.
Charles'  facility  consists of two riverboat  gaming  facilities
with  a  total of approximately 1,811 slot machines and 85  table
games  for  a  total  of  approximately 2,321  gaming  positions.
Additionally, St. Charles has announced a $190 million  expansion
project.  Casino Queen operates a single riverboat with 966 slots
and  50  table  games for a total of approximately  1,266  gaming
positions.    Alton Belle has a total of 684 slots and  35  table
games  for  a  total of approximately 894 gaming  positions.   As
Illinois operators, neither the Casino Queen nor the Alton  Belle
are  subject  to  the same loss limits per passenger  imposed  in
Missouri.

Employees

     As  of  March 31, 1997, the Company had approximately  4,642
employees,  including 758 employed in Metropolis, 1,897  employed
in Lake Charles, 875 employed in Mesquite, 38 employed at Players
Bluegrass  Downs,  1,033  employed in  Maryland  Heights  and  41
employed  in the Company's corporate and administrative  offices.
The  Company  believes  its  relations  with  its  employees  are
generally good.

      On  May 23, 1995, the Seafarers International Union ("SIU")
filed  a  petition  for  an  election  with  the  National  Labor
Relations Board (the "NLRB") to represent unlicensed marine  crew
members  of  the  Players  Lake Charles Riverboat  and  the  Lake
Charles  Star  Riverboat at the Lake Charles  complex.   After  a
decision  on the appropriateness of the union, the NLRB conducted
an election on October 24 and 25, 1995.  The election resulted in
the  SIU  being  chosen to represent approximately 61  unlicensed
marine  crew members. On May 1, 1997, the Company outsourced  its
marine  operations to Westbank Riverboat Services, Inc.  ("WRS").
The  Company  had not completed the negotiation of  a  collective
bargaining  agreement  with the SIU.  WRS assumed  the  Company's
collective   bargaining  obligations  in  connection   with   the
outsourcing of the marine operations.

Gaming Regulation

     The  Company  is  subject to state and  Federal  laws  which
regulate   businesses   generally   and   the   gaming   business
specifically.  Below is a brief description of some of  the  more
significant  regulations to which the Company  is  subject.   All
laws  are subject to change and different interpretations.   This
is  especially  true with respect to current laws regulating  the
gaming  industry,  since  in  many  cases  these  laws  and   the
regulatory agencies applying them are relatively new.  Changes in
laws or their interpretation may result in the imposition of more
stringent,  burdensome, expensive requirements, or  the  outright
prohibition of an activity.
Illinois Gaming Regulation

     The  Riverboat  Gambling  Act  of  Illinois  (the  "Illinois
Riverboat  Act")  currently  authorizes  a  five-member  Illinois
Gaming  Board to issue up to ten riverboat gaming licenses.   The
Illinois Gaming Board issued an owner's license to a wholly-owned
subsidiary  of  the  Company  for  its  Metropolis  facility   in
February,  1993.   Each  owner's  license  granted  entitles  the
licensee to own and operate up to two riverboats (with a combined
maximum of 1,200 gaming participants) and equipment thereon  from
a  specified  dock  site.  The duration of the license  initially
runs  for  a  period of three years.  Thereafter, the license  is
subject to renewal on an annual basis upon, among other things, a
determination  by  the Illinois Gaming Board  that  the  licensee
continues  to  meet  all  of  the requirements  of  the  Illinois
Riverboat  Act  and  the  Illinois  Gaming  Board's  Rules.   The
Metropolis facility's license was renewed in February, 1997.  All
licensees  have  a  continuing duty to maintain  suitability  for
licensure.

     The  Illinois Riverboat Act grants the Illinois Gaming Board
extensive  jurisdiction,  specific  powers  and  duties  for  the
purposes of administering, regulating and enforcing the system of
riverboat  gaming.   The  Illinois Gaming  Board  may  revoke  or
suspend licenses as the Illinois Gaming Board may see fit and  in
compliance  with  applicable  laws  of  the  State  of   Illinois
regarding  administrative procedures and may suspend  an  owner's
license, without notice or hearing, upon a determination that the
safety  or  health  of  patrons or employees  is  jeopardized  by
continuing a riverboat's operation.  The suspension may remain in
effect until the Illinois Gaming Board determines that the  cause
for  suspension has been abated.  The Illinois Gaming  Board  may
revoke  the owner's license upon a determination that  the  owner
has not made satisfactory progress toward abating the hazard.

     A  holder  of an owner's license is required to  obtain  all
licenses  from  the  Illinois  Gaming  Board  necessary  for  the
operation  of a riverboat, including a liquor license, a  license
to prepare and serve food, and all other necessary licenses.  All
sales,  use, occupation and excise taxes which apply to food  and
beverages apply to sales aboard riverboats.

     All  riverboats must be accessible to disabled persons, must
be either a replica of a 19th century Illinois riverboat or be of
a  casino  cruise  ship design, and must comply  with  applicable
Federal and state laws, including U.S. Coast Guard regulations.

     A  person employed at a riverboat gaming operation must hold
an  occupation  license  from  the Illinois  Gaming  Board  which
permits  the  holder to perform only activities  included  within
such  holder's level of occupation license or any lower level  of
occupation license.  The Illinois Gaming Board also requires that
officers,  directors and other key persons of a gaming  operation
be  licensed.  In addition, a riverboat licensee can purchase  or
lease  gaming equipment or supplies only from a supplier who  has
been issued a supplier's license by the Illinois Gaming Board.

     As  a  condition  to  maintaining an  owner's  license,  the
licensee  must,  among  other things, submit  detailed  financial
information  and other information to the Illinois  Gaming  Board
including  an  annual  audit by an independent  certified  public
accountant, selected by the Administrator of the Illinois  Gaming
Board, of the financial transactions and conditions of the  total
operations  of  a  holder  of an owner's  license  including  the
condition  of the licensee and its internal control system.   The
holder  of  an  owner's  license must prepare  and  send  to  the
Administrator,  and the independent certified  public  accountant
selected  by  the  Administrator, a written  response  to  issues
raised  by  such  accountant's reports on:   (i)  the  procedures
required to be performed by such accountant on a quarterly  basis
with respect to certain aspects of the licensee's operations; and
(ii) the annual audit referred to  above.  Among other continuing
obligations,  the  holder of an owner's license  has  a  duty  to
promptly  disclose  any material changes in  the  information  it
provides to the Illinois Gaming Board.  The holder of an  owner's
license must report promptly to the Administrator of the Illinois
Gaming Board any facts which the holder has reasonable grounds to
believe  indicate  a violation of law (other than  minor  traffic
violations),   an  Illinois  Gaming Board  Rule,  or  a  holder's
internal  controls  committed by suppliers or licensed  employees
including,  without  limitation,  the  performance  of   licensed
activities  different than those permitted under  their  license.
The  duty  to  disclose changes in information  to  the  Illinois
Gaming  Board  continues throughout the period of  licensure.   A
duty  exists  to promptly disclose the identity of a  compensated
agent  acting on behalf of the holder of an owner's license  with
regard to action by the Illinois Gaming Board.

     A  holder of an owner's license is subject to the imposition
of  fines, suspension or revocation of its license for any act or
failure  to  act  on the part of the licensee or  its  agents  or
employees that is injurious to the public health, safety, morals,
good  order  or  general welfare of the people of  the  State  of
Illinois  or  that  would  discredit or  tend  to  discredit  the
Illinois  gaming  industry or the State of  Illinois,  including,
without limitation:  (i) failing to comply with or make provision
for  compliance with applicable legal requirements including  the
Illinois Riverboat Act, the rules promulgated thereunder  or  any
other  applicable  Federal, state or local law or  regulation  or
order  or  failure by the holder of an owner's license to  comply
with  or make provisions for complying with the holder's internal
controls;  (ii) failing to comply with any rule, order or  ruling
of  the Illinois Gaming Board or its agents pertaining to gaming;
(iii)  receiving  goods or services from  a  person  or  business
entity which does not hold any required supplier's license;  (iv)
being  suspended  or  ruled ineligible for a  gaming  license  or
having  a  gaming license revoked or suspended in  any  state  or
gaming jurisdiction; (v) associating with, either socially or  in
business  affairs, or employing persons of notorious or  unsavory
reputation  or  who  have extensive police records  or  who  have
failed to cooperate with any officially constituted investigatory
or  administrative body, if public confidence and trust in gaming
would  thereby be adversely affected; and (vi) employing  in  any
Illinois riverboat gaming operation any person known to have been
found  guilty  of  cheating  or  using  any  improper  device  in
connection with any game.

     Minimum  and maximum wagers on games are not established  by
regulation  but  are  left  to the discretion  of  the  licensee;
however,  wagering  may  not be conducted  with  money  or  other
negotiable currency.  Riverboat cruises are limited to a duration
of  four  hours,  and pursuant to the language  of  the  Illinois
Riverboat Act, no gaming may be conducted while the riverboat  is
docked.  Illinois Gaming Board Rule, Section 3000.500,  currently
permits gaming during the 30-minute time periods at the beginning
and  end  of  a  cruise while the passengers  are  embarking  and
disembarking  (total gaming time per cruise is  limited  to  four
hours, however, including the pre- and post-docking periods).  In
addition,  pursuant  to  Illinois  Gaming  Board  Rule,   Section
3000.510,  dockside  gaming is permitted if the  captain  of  the
riverboat  reasonably determines that it is unsafe to cruise  due
to  inclement weather, mechanical or structural problems or river
icing.   In  such event, the riverboat must be cleared  at  least
once  every  four hours, at which time a new gaming  session  may
commence; patrons may leave the vessel at any time but  may  only
board  the  vessel  during the first 30  minutes  of  the  gaming
session.   Recent  pronouncements by the  Illinois  Gaming  Board
indicate that the explanations for failure to cruise pursuant  to
Illinois  Gaming  Board Rule, Section 3000.510  will  be  closely
scrutinized  and  that  any abuse of  the  rule  will  result  in
disciplinary actions, which may include, among other things,  any
of  the  following:   cancellation of future cruises,  penalties,
fines  and suspensions or revocation of license.  No person under
the age of 21 is permitted to wager, and wagers may only be taken
from  a person present on a licensed riverboat.  With respect  to
electronic gaming devices, the payout percentage may not be  less
than 80% nor more than 100%.

     The  Illinois  Riverboat Act imposes a 20% wagering  tax  on
adjusted  gross receipts from gaming.  The tax imposed is  to  be
paid  by the licensed owner to the Illinois Gaming Board  on  the
day after the gaming day when the wagers were made.  The Illinois
legislation  also requires that licensees pay a  $2.00  admission
tax  for  each person admitted to a gaming cruise.  The  Illinois
legislature  has  considered  several  proposals  to  modify  the
wagering  tax,  some  of  which proposals are  presently  pending
before the Legislature.

     An  ownership  interest in a business entity (other  than  a
publicly traded corporation) which has an interest in a holder of
an  owner's  license  may  only  be  transferred  or  pledged  as
collateral with the permission of the Illinois Gaming Board.  Any
person  or  entity who or which, individually or  in  association
with   others,   acquires  directly  or  indirectly,   beneficial
ownership  of  more than 5% of any class of voting securities  or
non-voting  securities convertible into voting  securities  of  a
publicly traded corporation which holds an ownership interest  or
a  beneficial  interest in the holder of an  owner's  license  is
required  to  file a Personal Disclosure Form 1.   (The  Illinois
Gaming Board, however, takes the position that it may require any
individual or entity seeking a transfer of an ownership  interest
in an owner's license to file a Personal Disclosure Form 1.)  The
Personal  Disclosure Form 1 forms the basis of  investigation  by
the  Illinois Gaming Board to determine suitability of the person
or  entity  seeking transfer of an ownership  interest.   If  the
Illinois  Gaming Board denies an application for such a transfer,
commencing  as  of the date the Illinois Gaming  Board  issues  a
notice  that it denies such application, it will be unlawful  for
such  applicant  to  receive any dividends  or  interest  on  his
shares,  to exercise, directly or indirectly, any right conferred
by such shares, or to receive any remuneration from any person or
entity  holding any license under the Illinois Riverboat Act  for
services  rendered.   If  the Illinois  Gaming  Board  denies  an
application for such a transfer and if no hearing is requested or
if   the   Illinois  Gaming  Board  issues  a  final   order   of
disqualification, the holder of an owner's license shall purchase
all of the disqualified person's or entity's shares at the lesser
of either the market price or the purchase price for such shares.

     A  holder  of an owner's license can only make distributions
to stockholders to the extent such distributions would not impair
the  financial viability of the gaming operation.  Factors to  be
considered  should include but not be limited to  the  following:
(i) working capital requirements; (ii) debt service requirements;
(iii)  repairs  and maintenance requirements;  and  (iv)  capital
expenditure requirements.

     Holders  of  an owner's license must immediately inform  the
Illinois  Gaming  Board  and  obtain  formal  approval  from  the
Illinois  Gaming  Board  whenever a change  is  proposed  in  the
following  areas:  key persons; type of entity; equity  and  debt
capitalization of entity; investors and/or debt holders;  sources
of   funds;  applicant's  economic  development  plan;  riverboat
capacity   or   significant  design  change;  gaming   positions;
anticipated  economic impact; or pro forma budgets and  financial
statements.

Louisiana Gaming Regulation

     In  July 1991, the Louisiana legislature adopted legislation
permitting  riverboat casinos on certain rivers and waterways  in
Louisiana  (the  "Riverboat  Act").   In  addition  to  riverboat
casinos,  there  are  many other forms  of  legalized  gaming  in
Louisiana  including the lottery, racetracks  and  video  lottery
terminals  ("VLTs") at various types of facilities in the  state,
including  bars,  truckstops, racetracks  and  off-track  betting
parlors.

     The  Riverboat  Act  authorizes the issuance  of  up  to  15
licenses  to  conduct gaming activities on  a  riverboat  of  new
construction in accordance with applicable law.  However, no more
than six licenses may be granted to riverboats operating from any
one  parish.  Pursuant to legislation passed in a Special Session
of   the  Louisiana  Legislature  in  March  1996,  authority  to
supervise riverboat gaming activities is vested in the  Louisiana
Gaming  Control  Board, the successor regulatory  agency  to  the
Louisiana  Riverboat  Gaming Commission.   The  Louisiana  Gaming
Control    Board,   by   regulation,   has   delegated    certain
responsibilities relating to investigations, issuance and renewal
of  certain  licenses  and  permits, audits  and  enforcement  of
Louisiana   riverboat  gaming  laws  to  the   Riverboat   Gaming
Enforcement   Division  of  the  Louisiana  State   Police   (the
"Louisiana Enforcement Division").

     In  issuing  a  license, the Louisiana Gaming Control  Board
must  find  that  the  applicant is a person of  good  character,
honesty  and  integrity  and  a person  whose  prior  activities,
criminal record, if any, reputation, habits, and associations  do
not  pose  a  threat  to  the public interest  of  the  State  of
Louisiana  or to the effective regulation and control of  gaming,
or create or enhance the dangers of unsuitable, unfair or illegal
practices, methods and activities in the conduct of gaming or the
carrying  on of business and financial arrangements in connection
therewith.   The  Louisiana Gaming Control Board cannot  grant  a
license  unless it finds that:  (i) the applicant is  capable  of
conducting gaming operations, which means that the applicant  can
demonstrate  the capability, either through training,  education,
business experience, or a combination of the above, to operate  a
gaming  casino; (ii) the proposed financing of the riverboat  and
the  gaming operation is adequate for the nature of the  proposed
operation  and  from  a  source suitable and  acceptable  to  the
Louisiana  Gaming Control Board; (iii) the applicant demonstrates
a proven ability to operate a vessel of comparable size, capacity
and  complexity  to the proposed riverboat so as  to  ensure  the
safety  of its passengers; (iv) the applicant submits a  detailed
plan of design of the riverboat in its application for a license;
(v) the applicant designates the docking facilities to be used by
the  riverboat;  (vi)  the  applicant  shows  adequate  financial
ability  to  construct and maintain a riverboat;  and  (vii)  the
applicant  has  a good faith plan to recruit, train  and  upgrade
minorities in all employment classifications.

     Certain persons affiliated with a riverboat gaming licensee,
including  directors and officers of the licensee, directors  and
officers  of  any  holding company of the  licensee  involved  in
gaming operations, persons holding 5% or greater interests in the
licensee,  and  persons  exercising  influence  over  a  licensee
("Affiliated Gaming Persons"), are subject to the application and
suitability requirements of the Louisiana gaming law.

     The  Louisiana gaming law specifies certain restrictions and
conditions  relating  to  the  operation  of  riverboat   gaming,
including  the  following:  (i) gaming is not permitted  while  a
riverboat  is  docked, other than the forty-five minutes  between
excursions,  and  during times when dangerous  weather  or  water
conditions exist; (ii) each round-trip riverboat cruise  may  not
be less than three nor more than eight hours in duration, subject
to   specified   exceptions;  (iii)  agents  of   the   Louisiana
Enforcement  Division are permitted on board at any  time  during
gaming  operations; (iv) gaming devices, equipment  and  supplies
may  only  be  purchased or leased from permitted suppliers;  (v)
gaming  may  only take place in the designated gaming area  while
the riverboat is upon a designated river or waterway; (vi) gaming
equipment  may not be possessed, maintained or exhibited  by  any
person  on  a  riverboat  except in the  specifically  designated
gaming  area,  or  a secure area used for inspection,  repair  or
storage of such equipment; (vii) wagers may be received only from
a person present on a licensed riverboat; (viii) persons under 21
are  not  permitted in designated gaming areas; (ix)  except  for
slot machine play, wagers may be made only with tokens, chips  or
electronic  cards purchased from the licensee aboard a riverboat;
(x)  licensees  may only use docking facilities  and  routes  for
which  they  are  licensed  and  may  only  board  and  discharge
passengers at the riverboat's licensed berth; (xi) licensees must
have adequate protection and indemnity insurance; (xii) licensees
must  have all necessary Federal and state licenses, certificates
and  other  regulatory approvals prior to operating a  riverboat;
and  (xiii) gaming may only be conducted in accordance  with  the
terms of the license and the rules and regulations adopted by the
Louisiana Enforcement Division.

     An initial license to conduct riverboat gaming operations is
valid for a term of five years.  A subsidiary of the Company  was
issued an initial operator's license by the Louisiana Enforcement
Division  for the Players Lake Charles Riverboat on  December  6,
1993.   Another  subsidiary of the Company  holds  an  operator's
license for the Star Riverboat (which was acquired by the Company
in April 1995) issued an on August 9, 1993.  The Louisiana gaming
law  provides that a renewal application for each one year period
succeeding  the initial five year term of the operator's  license
must  be  made  to  the  Louisiana  Enforcement  Division.    The
application for renewal consists of a statement under oath of any
and  all changes in information, including financial information,
provided in the previous application.

     The  transfer  of a license or permit or an  interest  in  a
license or permit is prohibited.  The sale, purchase, assignment,
transfer,  pledge or other hypothecation, lease,  disposition  or
acquisition  (a  "Transfer") by any person  of  securities  which
represent 5% or more of the total outstanding shares issued by  a
corporation  that  holds  a  license  is  subject  to   Louisiana
Enforcement   Division  approval.   A  security   issued   by   a
corporation  that holds a license must generally  disclose  these
restrictions.   Prior  approval  of  the  Louisiana   Enforcement
Division  is required for the Transfer of any ownership  interest
of  5%  or more in any non-corporate licensee or for the Transfer
of  any  "economic  interest" of 5% or more in  any  licensee  or
Affiliated Gaming Person.  An "economic interest" is defined  for
purposes  of a Transfer as any interest whereby a person receives
or  is  entitled to receive, by agreement or otherwise, a profit,
gain,  thing of value, loan, credit, security interest, ownership
interest or other economic benefit.

     A licensee must notify the Louisiana Enforcement Division of
any  withdrawals of capital, loans, advances or distributions  in
excess of 5% of retained earnings for a corporate licensee, or of
capital  accounts for a partnership or limited liability  company
licensee,  upon  completion of any such  transaction.   No  prior
approval of any such withdrawal, loan, advance or distribution is
required,  but any such transaction is ineffective if disapproved
by  the Louisiana Enforcement Division within 120 days after  the
required  notification.  In addition, the  Louisiana  Enforcement
Division may issue an emergency order for not more than  10  days
prohibiting  payment  of  profits,  income  or  accruals  by,  or
investments in, a licensee.

     Riverboat  gaming  licensees  and  their  Affiliated  Gaming
Persons are required to notify the Louisiana Gaming Control Board
sixty  days prior to the receipt by any such persons of any loans
or extensions of credit, or modifications thereof.  The Louisiana
Gaming  Control  Board  is required to investigate  the  reported
loan,  extension  of  credit  or  modification  thereof  and   to
determine  whether  an exemption exists from the  requirement  of
prior  written approval and, if no exclusion applies,  to  either
approve  or  disapprove  the transaction.   If  disapproved,  the
transaction cannot be entered into by the licensee or  Affiliated
Gaming Person.  The Company is an Affiliated Gaming Person of its
Louisiana subsidiaries that are the licensees of the Players Lake
Charles Riverboat and the Star Riverboat.

     Fees   for  conducting  gaming  activities  on  a  riverboat
include:   (i)  $50,000  per riverboat  for  the  first  year  of
operation  and  $100,000 per year per riverboat thereafter;  plus
(ii) 18-1/2% of net gaming proceeds.

     The  Company  also  has  paid  since  opening  a  $2.50  per
passenger  admission tax to the City of Lake Charles.   In  1995,
Louisiana enacted legislation authorizing the governing authority
of  Calcasieu Parish to levy an additional admission fee of fifty
cents per passenger, the proceeds of which are used primarily  to
fund education in the parish.  This increase is applicable to the
Company's  two  Lake  Charles riverboats.  In  the  1996  Special
Session  of  the Louisiana Legislature, legislation  was  enacted
providing  for  local  option elections in November,  1996  on  a
parish-by-parish  basis which gave voters in  communities  across
the state the opportunity to decide the fate of certain forms  of
gaming  in  their  parishes.   In  Calcasieu  Parish,  where  the
Company's  Lake  Charles  facility  is  located,  the  referendum
determined whether VLTs and riverboat gaming would continue to be
permitted.   In November 1996, voters in Calcasieu  Parish  voted
favorably to permit the continuation of both forms of gaming.

     In  the  1996 Special Session, legislation was also  enacted
placing  a constitutional amendment on the October, 1996 election
ballot to limit the expansion of gaming in Louisiana.  In October
1996, voters favorably passed the constitutional amendment.   The
constitutional  amendment requires local option elections  before
new  forms  of gaming can be brought into a parish.  The  measure
also  requires  a local option referendum before a riverboat  can
move  into  a  parish  that has not already authorized  riverboat
gaming.

     In the 1997 Regular Session of the Louisiana Legislature,  a
bill  was  passed authorizing the operation of slot  machines  at
three  horse  racing tracks in Louisiana, including  a  racetrack
situated in Calcasieu Parish.  See " - Competition."

Nevada Gaming Regulation

     The  ownership and operation of casino gaming facilities  in
Nevada are subject to:  (i) the Nevada Gaming Control Act and the
regulations  promulgated  thereunder (collectively,  the  "Nevada
Act");  and (ii) various local ordinances and regulations. Gaming
operations  in Nevada are subject to the licensing and regulatory
control  of  the Nevada Gaming Commission ("Nevada  Commission"),
the  Nevada  State  Gaming  Control Board  ("Nevada  Board")  and
various other county and city regulatory agencies, including  the
City  of Mesquite (collectively referred to as the "Nevada Gaming
Authorities.")

     The  laws,  regulations and supervisory  procedures  of  the
Nevada  Gaming Authorities are based upon declarations of  public
policy  which  are concerned with, among other things:   (i)  the
prevention of unsavory or unsuitable persons from having a direct
or  indirect  involvement with gaming  at  any  time  or  in  any
capacity;  (ii) the establishment and maintenance of  responsible
accounting  practices and procedures; (iii)  the  maintenance  of
effective  controls  over the financial practices  of  licensees,
including  the establishment of minimum procedures  for  internal
fiscal  affairs  and  the safeguarding of  assets  and  revenues,
providing  reliable record keeping and requiring  the  filing  of
periodic  reports  with the Nevada Gaming Authorities;  (iv)  the
prevention  of  cheating  and  fraudulent  practices;   and   (v)
providing  a source of state and local revenues through  taxation
and  licensing  fees.   Change  in  such  laws,  regulations  and
procedures  could have an adverse effect on the Company's  gaming
operations.

     The  Company is registered with the Nevada Commission  as  a
publicly traded corporation (a "Registered Corporation") and  has
been  found  suitable  to  own, through its  subsidiary,  Players
Holding,  Inc. ("Players Holding"), the stock of Players  Nevada,
Inc.  ("Players  Nevada").  Players Nevada  is  licensed  by  the
Nevada   Gaming  Authorities  to  conduct  nonrestricted   gaming
operations  at the Mesquite facility and is a corporate  licensee
("Corporate  Licensee") under the terms of the  Nevada  Act.   No
person may become a stockholder of, or receive any percentage  of
profits  from,  a  Corporate  Licensee  without  first  obtaining
licenses and approvals from the Nevada Gaming Authorities.

     The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,
the  Company,  Players  Holding or Players  Nevada  in  order  to
determine  whether  such  individual is  suitable  or  should  be
licensed  as  a  business  associate  of  a  Corporate  Licensee.
Officers,  directors and certain key employees of Players  Nevada
are   required  to  file  applications  with  the  Nevada  Gaming
Authorities  and  have  been required to  be  licensed  or  found
suitable  by the Nevada Gaming Authorities.  Officers,  directors
and  key  employees of the Company and Players  Holding  who  are
actively and directly involved in the activities of the Corporate
Licensee may be required to be licensed or found suitable by  the
Nevada  Gaming  Authorities.  The Nevada Gaming  Authorities  may
deny  an application for licensing for any cause which they  deem
reasonable.  A finding of suitability is comparable to licensing,
and  both  require submission of detailed personal and  financial
information followed by a thorough investigation.  The  applicant
for  licensing or a finding of suitability must pay all the costs
of  the  investigation.  Changes in licensed  positions  must  be
reported  to  the Nevada Gaming Authorities and  in  addition  to
their  authority  to  deny  an  application  for  a  finding   of
suitability  or  licensure, the Nevada  Gaming  Authorities  have
jurisdiction to disapprove a change in a corporate position.

     If  the  Nevada Gaming Authorities were to find an  officer,
director  or key employee unsuitable for licensing or  unsuitable
to  continue  having  a  relationship with the  Company,  Players
Holding  or Players Nevada, the companies involved would have  to
sever  all  relationships  with such person.   In  addition,  the
Nevada  Commission  may require the Company, Players  Holding  or
Players  Nevada  to terminate the employment of  any  person  who
refuses  to  file  appropriate  applications.  Determinations  of
suitability  or  of  questions pertaining to  licensing  are  not
subject to judicial review in Nevada.

     The Company, Players Holding and Players Nevada are required
to  submit detailed financial and operating reports to the Nevada
Commission.  Substantially all material loans, leases,  sales  of
securities  and similar financing transactions by Players  Nevada
will  be  required to be reported to or approved  by  the  Nevada
Commission.

       If  Players  Nevada  violates the Nevada  Act  the  gaming
licenses  it  holds could be limited, conditioned,  suspended  or
revoked,  subject  to  compliance  with  certain  statutory   and
regulatory   procedures.   In  addition,  the  Company,   Players
Holding, Players Nevada and the persons involved could be subject
to  substantial fines for each separate violation of  the  Nevada
Act  at  the  discretion  of the Nevada Commission.   Further,  a
supervisor could be appointed by the Nevada Commission to operate
the  Mesquite facility and, under certain circumstances, earnings
generated   during  the  supervisor's  appointment  (except   for
reasonable rental value of the casino) could be forfeited to  the
State  of Nevada.  Limitation, conditioning or suspension of  the
licenses  of Players Nevada could (and revocation of any  license
of Players Nevada would) materially adversely affect the Company.

     Any  beneficial holder of a Registered Corporation's  voting
securities,  regardless of the number of  shares  owned,  may  be
required  to file an application, be investigated, and  have  his
suitability   as   a   beneficial  holder   of   the   Registered
Corporation's   voting  securities  determined  if   the   Nevada
Commission  has  reason  to  believe that  such  ownership  would
otherwise be inconsistent with the declared policies of the State
of  Nevada.   The  applicant must pay all costs of  investigation
incurred by the Nevada Gaming Authorities in conducting any  such
investigation.

     The Nevada Act requires any person who acquires more than 5%
of  a  Registered Corporation's voting securities to  report  the
acquisition  to the Nevada Commission.  The Nevada  Act  requires
that   beneficial  owners  of  more  than  10%  of  a  Registered
Corporation's  voting securities apply to the  Nevada  Commission
for  a  finding  of  suitability within  thirty  days  after  the
Chairman  of the Nevada Board mails the written notice  requiring
such  filing.   Under  certain circumstances,  an  "institutional
investor," as defined in the Nevada Act, which acquires more than
10%,  but not more than 15%, of a Registered Corporation's voting
securities  may apply to the Nevada Commission for  a  waiver  of
such  finding of suitability if such institutional investor holds
the   voting  securities  for  investment  purposes   only.    An
institutional  investor  shall  not  be  deemed  to  hold  voting
securities  for investment purposes unless the voting  securities
were acquired and are held in the ordinary course of business  as
an  institutional  investor and not for the purpose  of  causing,
directly or indirectly, the election of a majority of the members
of  the  board  of  directors of the Registered Corporation,  any
change  in  the Registered Corporation's corporate  charter,  by-
laws,  management,  policies  or  operations  of  the  Registered
Corporation, or any of its gaming affiliates, or any other action
which the Nevada Commission finds to be inconsistent with holding
the  Registered  Corporation's voting securities  for  investment
purposes   only.   Activities  which  are  not   deemed   to   be
inconsistent  with  holding  voting  securities  for   investment
purposes  only include:  (i) voting on all matters  voted  on  by
stockholders;  (ii)  making  financial  and  other  inquiries  of
management  of the type normally made by securities analysts  for
informational  purposes  and  not  to  cause  a  change  in   its
management,  policies  or  operations;  and  (iii)   such   other
activities  as  the  Nevada  Commission  may  determine   to   be
consistent with such investment intent.  If the beneficial holder
of voting securities who must be found suitable is a corporation,
partnership  or  trust,  it  must submit  detailed  business  and
financial information including a list of beneficial owners.  The
applicant is required to pay all costs of investigation.

     Any  person  who fails or refuses to apply for a finding  of
suitability  or a license within thirty days after being  ordered
to  do  so by the Nevada Commission or the Chairman of the Nevada
Board, may be found unsuitable.  The same restrictions apply to a
record  owner  if  the  record owner,  after  request,  fails  to
identify  the beneficial owner.  Any stockholder found unsuitable
and  who  holds, directly or indirectly, any beneficial ownership
of  the  voting securities of the Company beyond such  period  of
time  as may be prescribed by the Nevada Commission may be guilty
of  a  criminal offense.  The Company is subject to  disciplinary
action  if,  after it receives notice that a person is unsuitable
to  be  a stockholder or to have any other relationship with  the
Company,  Players Holding or Players Nevada, it:  (i)  pays  that
person  any  dividend or interest upon voting securities  of  the
Company;  (ii)  allows  that  person  to  exercise,  directly  or
indirectly, any voting right conferred through securities held by
that  person; (iii) pays remuneration in any form to that  person
for  services rendered or otherwise; or (iv) fails to pursue  all
lawful  efforts to require such unsuitable person  to  relinquish
his  voting  securities  including, if necessary,  the  immediate
purchase of said voting securities for cash at fair market value.

     The  Nevada  Commission may, in its discretion, require  the
holder of any debt security of a Registered Corporation, such  as
the  holders  of the Notes, to file applications, be investigated
and  be  found suitable to own the debt security of a  Registered
Corporation.  If the Nevada Commission determines that  a  person
is  unsuitable to own such security, then pursuant to the  Nevada
Act, the Registered Corporation can be sanctioned, including  the
loss  of  its  approvals, if without the prior  approval  of  the
Nevada  Commission,  it:   (i) pays  the  unsuitable  person  any
dividend,   interest,  or  any  distribution   whatsoever;   (ii)
recognizes  any  voting  right  by  such  unsuitable  person   in
connection with such securities; (iii) pays the unsuitable person
remuneration  in  any  form; or (iv) makes  any  payment  to  the
unsuitable  person  by way of principal, redemption,  conversion,
exchange, liquidation, or similar transaction.

     The  Company is required to maintain a current stock  ledger
in  Nevada which may be examined by the Nevada Gaming Authorities
at  any time.  If any securities are held in trust by an agent or
by  a nominee, the record holder may be required to disclose  the
identity   of   the  beneficial  owner  to  the   Nevada   Gaming
Authorities.   A failure to make such disclosure may  be  grounds
for  finding the record holder unsuitable.  The Company  is  also
required to render maximum assistance in determining the identity
of  the beneficial owner.  The Company is also required to render
maximum  assistance  to the Nevada Board, upon  its  request,  to
determine  the  identities of any of its security  holders.   The
Nevada Commission has the power to require the stock certificates
of  the  Company to bear a legend indicating that the  securities
are  subject  to  the Nevada Act. However, to  date,  the  Nevada
Commission has not imposed such a requirement on the Company.

     The Company may not make a public offering of its securities
without  the  prior  approval of the  Nevada  Commission  if  the
securities  or  proceeds therefrom are intended  to  be  used  to
construct, acquire or finance gaming facilities in Nevada, or  to
retire or extend obligations incurred for such purposes. Approval
of   a   public   offering   does  not  constitute   a   finding,
recommendation or approval by the Nevada Commission or the Nevada
Board  as  to the accuracy or adequacy of the Prospectus  or  the
investment  merits of the securities offered. Any  representation
to the contrary is unlawful.

     Changes  in the control of a Registered Corporation  through
merger, consolidation, stock or asset acquisitions, management or
consulting agreements, or any act or conduct by a person  whereby
he  obtains control, may not occur without the prior approval  of
the Nevada Commission.  Entities seeking to acquire control of  a
Registered  Corporation must satisfy the Nevada Board and  Nevada
Commission in a variety of stringent standards prior to  assuming
control  of  such Registered Corporation.  The Nevada  Commission
may  also  require controlling stockholders, officers,  directors
and  other  persons having a material relationship or involvement
with  the entity proposing to acquire control, to be investigated
and  licensed  as  part of the approval process relating  to  the
transaction.

     The  Nevada  legislature has declared  that  some  corporate
acquisitions  opposed  by  management,  repurchases   of   voting
securities   and  corporate  defense  tactics  affecting   Nevada
corporate gaming licensees, and Registered Corporations that  are
affiliated with those operations, may be injurious to stable  and
productive   corporate   gaming.   The  Nevada   Commission   has
established  a  regulatory scheme to ameliorate  the  potentially
adverse effects of these business practices upon Nevada's  gaming
industry  and  to  further Nevada's policy to:   (i)  assure  the
financial  stability  of  corporate gaming  licensees  and  their
affiliates;  (ii) preserve the beneficial aspects  of  conducting
business  in  the  corporate form; and (iii)  promote  a  neutral
environment  for  the  orderly governance of  corporate  affairs.
Approvals are, in certain circumstances, required from the Nevada
Commission before the Registered Corporation can make exceptional
repurchases  of voting securities above the current market  price
thereof  and before a corporate acquisition opposed by management
can  be consummated.  The Nevada Act also requires prior approval
of   a  plan  of  recapitalization  proposed  by  the  Registered
Corporation's stockholders for the purposes of acquiring  control
of the Registered Corporation.

     License  fees and taxes, computed in various ways  depending
on  the  type of gaming or activity involved, are payable to  the
state  of  Nevada  and to the counties and cities  in  which  the
Corporate  Licensee's operations are conducted.   Depending  upon
the  particular  fee or tax involved, these fees  and  taxes  are
payable either monthly, quarterly or annually and are based  upon
either:  (i) a percentage of the gross revenues received up to  a
maximum of 6.25%; (ii) the number of gaming devices operated;  or
(iii) the number of table games operated.  A casino entertainment
tax  is  also  paid  by casino operations where entertainment  is
furnished in connection with the selling of food or refreshments.

     Any  person  who  is  licensed,  required  to  be  licensed,
registered, required to be registered, or is under common control
with  such persons (collectively, "Licensees"), and who  proposes
to  become  involved in a gaming venture outside  of  Nevada,  is
required  to  deposit  with  the  Nevada  Board,  and  thereafter
maintain,  a revolving fund in the amount of $10,000 to  pay  the
expenses   of  investigation  by  the  Nevada  Board   of   their
participation  in  such foreign gaming.  The  revolving  fund  is
subject  to increase or decrease in the discretion of the  Nevada
Commission.   Thereafter, Licensees are required to  comply  with
certain  reporting  requirements  imposed  by  the  Nevada   Act.
Licensees  are also subject to disciplinary action by the  Nevada
Commission  if  they knowingly violate any laws  of  the  foreign
jurisdiction pertaining to the foreign gaming operation, fail  to
conduct  the  foreign  gaming operation in  accordance  with  the
standards  of  honesty and integrity required  of  Nevada  gaming
operations, engage in activities that are harmful to the state of
Nevada or its ability to collect gaming taxes and fees, or employ
a  person in the foreign operation who has been denied a  license
or  finding  of suitability in Nevada on the ground  of  personal
unsuitability.

Missouri Gaming Regulation

     In  November,  1992,  the  voters  of  Missouri  approved  a
referendum  authorizing riverboat gaming in Missouri.   In  1993,
the  Missouri Legislature enacted legislation which substantially
revised the referendum legislation regarding riverboat gaming and
its  regulation (the "Missouri Gaming Act").  The Missouri Gaming
Act  established the Missouri Gaming Commission, which has  broad
jurisdiction  over  and  supervisory  powers  concerning   gaming
operations conducted under the Missouri Gaming Act.  Following  a
challenge  to legislation authorizing riverboat casino gaming,  a
January, 1994 Missouri Supreme Court ruling created uncertainties
regarding the extent to which casino gaming is constitutional  in
Missouri.   In  February, 1994, the Missouri  Legislature  passed
legislation  which  would permit the voters to  amend  the  State
Constitution to permit legislation reauthorizing riverboat casino
gaming  consistent with the State Constitution.  The vote on  the
proposed  State Constitutional amendment was held in April,  1994
to  permit  games of chance on riverboat casinos.  In the  April,
1994  vote,  the  State  Constitutional  amendment  was  narrowly
defeated.   As a result of the Missouri legislature's actions  in
February,  1994,  several municipalities in  Missouri  which  had
previously approved local ordinances permitting gaming, including
the  City  of  Maryland  Heights  resubmitted  the  local  gaming
activities ordinances to the voters in April, 1994 as well.   The
Maryland  Heights ordinance was approved by municipal  voters  in
the  April,  1994  vote.  Subsequently, at the statewide  general
election  held November 8, 1994, a second proposal to  amend  the
Missouri Constitution to permit games of chance on riverboats and
floating  facilities on the Missouri and Mississippi  Rivers  was
adopted.   As a result thereof, effective December 8, 1994,  reel
slot  machines and other games of chance were authorized for  use
in Missouri casinos.

     Under  the  Missouri  Gaming Act,  gaming  is  permitted  in
Missouri  only  on  the  Missouri and  Mississippi  Rivers.   The
Missouri  Gaming  Act  calls for licensure  of  owners  (Class  A
license),  operators  (Class B license),  suppliers  and  gaming-
related  occupations.  On March 11, 1997,  a  subsidiary  of  the
Company  received  two Class B licenses in  Maryland  Heights  to
operate  its  two  permanently  moored  riverboat  casinos.    In
addition,  Riverside Joint Venture, the joint venture  between  a
subsidiary  of  the  Company and a subsidiary  of  Harrah's,  was
issued  four Class A licenses, one for each of the four riverboat
casinos permanently moored at the Maryland Heights facility.

     There  is  no  statewide numerical limit to  the  number  of
licenses  which  may  be  granted  to  permit  riverboat   casino
operations.  As a result of the Missouri Legislature's May,  1994
amendments   to  the  Missouri  Gaming  Act,  prior   uncertainty
regarding  whether any city or county outside of  the  two  major
metropolitan  areas of Missouri (St. Louis/St. Louis  County  and
the  Kansas City metropolitan area) may be granted more than  one
license has been removed.  Under the May, 1994 amendments to  the
Missouri Gaming Act, any city or county may be granted more  than
one license if the "home dock" city or county has authorized more
than  one excursion gaming boat.  However, within all cities  and
counties  in  Missouri  the Missouri Gaming  Commission  has  the
ultimate responsibility for setting the number, location and type
of  licensed boats.  As noted above, excursion gaming boats  also
must be authorized by the local home dock city or county.

     The  Missouri  Gaming Act provides a maximum loss  limit  of
$500   per  individual  player  per  gaming  excursion.    Gaming
excursions  are  required by regulation to be no  less  than  two
hours  and no more than four hours in duration.  Excursion gaming
boats   are  required  to  cruise,  unless  the  Missouri  Gaming
Commission determines under applicable criteria to permit  gaming
at  a  continuously  docked boat.  Such criteria  include,  among
other  items,  danger  to the boat's passengers  because  of  the
location of the dock or excursion cruising conditions, disruption
of  interstate  commerce, violation of another  state's  laws  or
Federal  law,  or  possible interference with  railway  or  barge
transportation.

     Licensees must establish financial responsibility sufficient
to  meet  adequately the requirements of the proposed enterprise.
Additionally,   the  Missouri  Gaming  Commission's   regulations
prohibit   withdrawals of capital by, or making loans,  advances,
or distributions of any type of assets to its owner(s), in excess
of  5%  of  such  entity's accumulated earnings without  Missouri
Gaming Commission approval.

     The  Missouri  Gaming Act also requires that  the  excursion
gaming boat resemble historic Missouri riverboats, encourages use
of Missouri resources, goods and services in the operation of the
boat,  and  requires that the boat provide for non-gaming  areas,
food service and a Missouri theme gift shop.  Use of the space on
any  vessel  and operating criteria are determined in  accordance
with rules and regulations of the U.S. Coast Guard.  There is  no
size  limit  on Missouri gaming boats and no minimum  or  maximum
space prescribed for gaming areas.

     The   Missouri  Gaming  Act  directly  subjects  the  gaming
enterprises to various Missouri taxes.  An admission fee of $2.00
per  ticket  per  excursion must be paid to the  Missouri  Gaming
Commission.   Licensees may charge any admission  fee  above  the
$2.00  amount that they desire.  Gaming enterprises  in  Missouri
are also subject to an "adjusted gross receipts tax" equal to  20
percent  of  the  gross receipts from licensed gaming  games  and
devices  less  winnings paid to wagerers.   Owners/operators  are
subject  to all other income taxes, sales taxes, earnings  taxes,
use  taxes,  property taxes or any other tax  or  fee  levied  by
local, state or Federal governments.

     Transfer of a Class A or Class B gaming license (the type of
licenses  applied  for  in connection with the  Maryland  Heights
application)  is not permitted without approval of  the  Missouri
Gaming   Commission,  nor  may  such  interests  be  pledged   as
collateral  to  other than a regulated bank or savings  and  loan
association   without  the  approval  of  the   Missouri   Gaming
Commission.   No  transfer  of  an interest  of  5%  or  greater,
directly  or indirectly, in a publicly traded company  holding  a
Class  A  or  Class  B license shall occur without  the  Missouri
Gaming  Commission's approval.  Additionally, the Missouri Gaming
Commission  may  require  a licensee to  maintain  cash  or  cash
equivalents,  in an amount sufficient to protect patrons  against
defaults in gaming debts owed by the licensee.

     Application  fees are based upon costs of investigation  and
approval of licenses.  The minimum nonrefundable application  fee
is $50,000.  Initial Class A and Class B licenses are granted for
a  term  of one year.  License renewal are granted for a term  of
two years.  The annual fee for licensure is $25,000.

Kentucky Gaming Regulation

     The  Company  presently owns and operates Players  Bluegrass
Downs,  a  thoroughbred race track located in Paducah,  Kentucky.
Pursuant  to  the Kentucky statutes governing horse  racing,  the
Kentucky Racing Commission (the "Racing Commission") has  plenary
power   to   promulgate  administrative  regulations  prescribing
conditions  under which all legitimate horse racing and  wagering
thereon  is  conducted.  The Racing Commission issues race  track
licenses on an annual basis and awards racing dates subsequent to
an  annual  application  required to be  filed  with  the  Racing
Commission.   The  Racing  Commission may  revoke  or  suspend  a
license  if the Racing Commission has reason to believe that  any
provision  of  the Kentucky statutes, administrative regulations,
or  conditions established by the Racing Commission, has not been
satisfied.

Proposed Texas Gaming Legislation

     Since  the  original  Players Lake Charles  Riverboat  began
operating on December 8, 1993, more than half of its patrons have
come  from  Texas,  with a significant portion  coming  from  the
metropolitan  Houston  area.   Although  casino  gaming  is   not
currently permitted in Texas, and the Attorney General  of  Texas
has  issued  an  opinion that gaming in Texas  would  require  an
amendment to the State's Constitution, the Texas legislature  has
considered  various  proposals to authorize  casino  gaming.   To
date, no bill authorizing casino gaming has passed.  Bills may be
introduced  from time to time, however, whenever the  legislature
is  in  session.  Since the Texas legislature (which meets  every
two  years  in  odd-numbered years) did not pass  legislation  to
amend  the  Texas  State  Constitution during  the  1997  regular
session, any such legislation will have to await the next regular
session  in  1999,  or  a  special session  of  the  legislature.
Special  sessions can only be called by the Governor for  matters
that  were pending in the regular legislative session.   Governor
George  Bush has taken a public position against legalized casino
gaming.  A constitutional amendment requires a two-thirds vote of
those  present  and  voting  in each house  of  the  Texas  state
legislature and approval by the electorate at a referendum.

U.S. Coast Guard

     Each  cruising riverboat also is regulated by the U.S. Coast
Guard,  whose  regulations affect boat design and  stipulate  on-
board facilities, equipment and personnel (including requirements
that  each vessel be operated by a minimum complement of licensed
personnel)  in addition to restricting the number of persons  who
can be aboard the boat at any one time.  All vessels operated  by
the  Company must hold a Certificate of Inspection.  Loss of  the
Certificate of Inspection of a vessel would preclude its  use  as
an   operating   riverboat.   The  vessel  must   be   dry-docked
periodically for inspection of the hull, which will result  in  a
loss  of  service that can have an adverse effect on the Company.
For  vessels of the Company's type, the inspection cycle is every
five  years.   Less  stringent rules apply to permanently  moored
vessels  such  as the dockside barges used by the  Company.   The
Company believes that these regulations, and the requirements  of
operating and managing cruising gaming vessels generally, make it
more  difficult to conduct riverboat gaming than to operate land-
based casinos.

     All  shipboard  employees of the Company  employed  on  U.S.
Coast Guard regulated vessels, even those who have nothing to  do
with  the  actual  operation  of the  vessel,  such  as  dealers,
cocktail hostesses and security personnel, may be subject to  the
Jones Act which, among other things, exempts those employees from
state  limits  on  worker's  compensation  awards.   The  Company
believes that it has adequate insurance to cover employee claims.

Shipping Act of 1916

     In  order  for  the Company's vessels to have United  States
flag   registry,   the  Company  must  maintain  "United   States
citizenship" as defined in the Shipping Act of 1916,  as  amended
(the   "Shipping  Act"),  and  other  applicable   statutes.    A
corporation operating any vessel in the coastwise trade, such  as
the  Company,  is not considered a United States citizen  unless,
among  other  things,  United States  citizens  own  75%  of  its
outstanding capital stock.

Company Repurchase Rights with Respect to Company Securities

     As  noted  earlier,  there are various  regulations  on  the
ownership of the Company's Common Stock.  The Company's  Articles
of  Incorporation  provide  that if any governmental  commission,
regulatory   authority,   entity,   agency   or   instrumentality
(collectively,  an  "Authority")  having  jurisdiction  over  the
Company  or  any affiliate of the Company or that has  granted  a
license,  certificate of authority, franchise or similar approval
(collectively,  a "License") to the Company or any  affiliate  of
the  Company orders or requires any stockholder to divest any  or
all  of  the  shares  of  Common Stock (or  options,  convertible
securities  or  warrants to purchase Common Stock,  collectively,
together  with  Common  Stock  ("Securities"))  owned   by   such
stockholder (a "Divestiture Order") and the stockholder fails  to
do  so by the date required by the Divestiture Order (unless  the
Divestiture Order is stayed), the Company will have the right  to
acquire  the securities from the stockholder that the stockholder
failed  to  divest  as required by such Divestiture  Order.   If,
after  reasonable notice and an opportunity for affected  parties
to be heard, any Authority determines that continued ownership of
the  Company's Securities by any stockholder shall be grounds for
the   revocation,  cancellation,  non-renewal,   restriction   or
withholding  of  any  License granted to or applied  for  by  the
Company or any affiliate of the Company, or shall be grounds  for
limiting  the  activities of such entity, such stockholder  shall
divest   the   Securities  that  provide  the  basis   for   such
determination, and if such stockholder fails to divest Securities
within  10  days  after  the  date the Authority's  determination
becomes  effective  (unless  the determination  is  stayed),  the
Company shall have the right to acquire such Securities from  the
stockholder.  If the Company determines that persons who are  not
citizens  of  the United States as determined under the  Shipping
Act  or  other  applicable statutes (the "Foreign Citizens")  own
more  than  25%  of the Company's outstanding Common  Stock,  the
Company  may  require the Foreign Citizen(s)  who  most  recently
acquired the shares that bring total Foreign Citizen ownership to
more  than  25%  of  the outstanding Common  Stock  (the  "Excess
Shares")  to divest the Excess Shares to persons who  are  United
States  citizens.  If the Foreign Citizen(s) so directed fail  to
divest the Excess Shares to United States citizens within 30 days
after the date on which the Company gives a written notice to the
Foreign Citizen(s) to divest the Excess Shares, the Company shall
have  the right to acquire the shares that the Foreign Citizen(s)
failed to divest as required by the Company's notice.

     Whenever  the  Company has the right to  acquire  securities
from  a  stockholder pursuant to the provisions described in  the
preceding  paragraph, the Company will pay the  stockholder  $.10
per  share  or such higher price as may be required by applicable
legal  requirements.   Some state gaming  regulations  require  a
purchase  price equal to the fair market value of the  securities
under  certain  circumstances described above.  If  there  is  no
other  applicable legal requirement, any amount  payable  to  the
stockholder  in  excess of $.10 per share will be  paid  in  five
equal annual installments with interest at the lower of the prime
rate  or  the LIBOR rate, as published from time to time  in  the
Wall Street Journal.

     When  any  Divestiture Order is entered or when the  Company
tenders  the  consideration for which it may acquire  shares,  as
described  above,  the  shares in question  shall  no  longer  be
entitled to any voting, dividend or other rights until such  time
as   they   have  been  appropriately  divested.   The  foregoing
provisions of the Company's Articles of Incorporation relating to
required  divestiture are in addition to, and not in  replacement
of, any applicable legal requirements.

     The  terms  of  the Company's Senior Notes  feature  certain
analogous  provisions which could give rise to the obligation  of
the  holder to sell such Senior Notes or the right of the Company
to  repurchase the Senior Notes at a price equal to the lower  of
the  holder's  cost,  the principal amount or  the  then  current
market prices.

Paid Advertising and Marketing

      The  Federal  Communications Commission  ("FCC")  prohibits
radio and television broadcasters from accepting advertising that
actively  promotes  gaming, although the FCC  does  not  ban  all
advertising  for  casino  facilities.   Federal  regulation  also
restricts the circulation of certain materials related to  gaming
though  the  United  States  mail.  The  Company,  together  with
several   statewide  associations  of  broadcasters  (radio   and
television  stations), is currently suing the  FCC  in  order  to
invalidate  the  current  restrictions on  radio  and  television
advertising of casinos on constitutional grounds.  The matter  is
currently pending decision on cross-motions for summary  judgment
before the trial court.

Discouragement of Share Accumulations

     Various  state  limits requiring approvals of  shareholdings
over  certain thresholds may discourage accumulations  over  such
limits  and  therefore may discourage changes in control  of  the
Company.   See "- Gaming Regulations."  The Federal laws referred
to  above may also discourage ownership by stockholders  who  are
not citizens of the United States.

Forward-Looking Information

      Certain information included in this Annual Report on  Form
10-K  contains, and other materials filed or to be filed  by  the
Company  with the Securities and Exchange Commission (as well  as
information   included  in  oral  statements  or  other   written
statements  made  or to be made by the Company) contain  or  will
contain or include, forward-looking statements within the meaning
of  Section  21E  of  the Securities Exchange  Act  of  1934,  as
amended,  and  Section  27A of the Securities  Act  of  1933,  as
amended.   Such forward-looking statements address,  among  other
things,   the   effects  of  competition,  plans   for   property
enhancements,  capital  expenditure  programs  and  requirements,
financing sources and the effects of regulation (including gaming
licensure  and  regulation, state and local  regulation  and  tax
regulation).   See " - Management's Discussion  and  Analysis  of
Operations   and  Financial  Conditions."   Such  forward-looking
information   is  based  upon  management's  current   plans   or
expectations  and  is  subject to a number of  uncertainties  and
risks  that could significantly affect current plans, anticipated
actions and the Company's future financial condition and results.
As  a  consequence, current plans, anticipated actions and future
financial  condition and results may differ from those  expressed
in  any  forward-looking statements made by or on behalf  of  the
Company.   These  uncertainties and risks include,  but  are  not
limited  to,  those  relating  to  conducting  operations  in  an
increasingly competitive environment, conducting operations at  a
newly  or recently developed site or in a jurisdiction for  which
gaming has recently been permitted, changes in gaming, state  and
local   laws  and  regulations  (including  local  referenda   to
terminate   the   authority   to  conduct   gaming   operations),
development  and  construction  activities,  leverage  and   debt
service  requirements (including sensitivity  to  fluctuation  in
interest rates), general economic conditions, changes in  federal
or  state  tax laws, action taken under applications for licenses
(including  renewals)  and approvals under  applicable  laws  and
regulations  (including  gaming laws  and  regulations)  and  the
legalization of gaming in certain jurisdictions.

Item 2.   Properties

     Metropolis,  Illinois:   The  Company  leases  its   docking
facilities  in  Metropolis,  which cover  1,810  linear  feet  of
riverfront,  from the City of Metropolis pursuant  to  a  20-year
lease  with  a  20-year  renewal option  at  an  annual  rent  of
approximately  $7,000.  Under a separate 20 year lease  with  the
City  of  Metropolis,  the Company leases  additional  riverfront
property  immediately  adjacent to  its  docking  facilities  for
surface  parking at an annual rate of $2,500.  The  Company  also
owns  several parcels of land in Metropolis, some with buildings,
aggregating  approximately eight acres, and leases an  additional
two  acres.   The  owned  or leased area is  used  primarily  for
customer  parking or as office space.  Some of the land is  being
held for development, and some of the current parking area may be
developed,   in   which  event  the  Company  believes   suitable
replacement parking space could be obtained.  In March 1996,  the
Company  completed a two-story office facility which accommodates
the administrative staff.

     The  Ohio  River  occasionally overflows its  banks  at  the
Metropolis  facility,  most often during late  winter  and  early
spring.   Such  flooding  may cover a portion  of  the  Company's
closest  parking location, although the Company believes that  it
will  still  have  adequate available parking  within  reasonable
walking  distance of its landing during typical flooding periods.
If  flooding  is  especially severe, it may  be  impractical  for
passengers to board the riverboat at its normal dock  site.   The
Company has developed an emergency plan that would permit  gaming
activities  to  continue in such circumstances.  Any  use  of  an
alternate landing because of flooding may result in some loss  of
service.

     Lake  Charles, Louisiana:  On August 16, 1995,  the  Company
entered  into  an  agreement (the "Beeber  Agreement")  with  The
Beeber  Corporation  ("Beeber") to  purchase  Players  Hotel  and
approximately  15  acres of real estate comprising  the  landside
facility  for  the Players Lake Charles Riverboat  and  the  Star
Riverboat    (collectively,   the   "Property").    Under    this
arrangement, the Company agreed to pay a total purchase price  of
$6.7  million  for  the Property.  On January  15,  1996,  Beeber
delivered  notice  to  the  Company of  its  desire  to  exercise
Beeber's Put Right with respect to 200,000 shares of Common Stock
(i.e.,  $2.44  million in Common Stock at the  $12.17  per  share
value  set forth in the Beeber Agreement).  The Company delivered
these funds to Beeber on or about April 10, 1996.  In January  of
1996,  Players and Beeber determined to delay the payment of  the
balance  of Beeber's Common Stock (i.e., 307,382 shares)  pending
the  resolution of certain issues.  By letter dated  October  14,
1996,  Beeber  agreed  to  waive the issuance  of  the  remaining
307,382 shares of Common Stock, and the Company agreed to deliver
the cash value of such remaining shares (i.e., $3.74 million)  on
or  before January 8, 1997.  In January of 1997, the Company  and
Beeber  entered into an agreement pursuant to which the terms  of
the Company's final payment was further modified to provide:  (i)
a  January  1997 payment in the amount of $374,083.88;  (ii)  the
accrual of interest on the remaining balance (i.e. $3.37 million)
at  a  rate of 7% per annum; (iii) the Company's delivery of  six
(6)  monthly  payments of principal and interest to Beeber,  such
payments based on a five (5) year amortization period; and (iv) a
balloon  payment of $3.08 million due to Beeber on July 8,  1997.
As  additional consideration, the Company is required to continue
making  certain  payments  to Beeber and  a  third  party,  which
payments  are  related to a lease agreement dated  May  19,  1993
between   the  Company  and  Beeber,  as  amended.   Under   this
arrangement,  the Company and such parties have entered  into  an
agreement, dated July 27, 1995, whereby the Company is  obligated
to  pay  a  total of $2.95 for each passenger who patronizes  the
Company's Lake Charles riverboats, subject to certain conditions.

     The  Company  has entered into a long-term  lease  with  the
State  of Louisiana in order to obtain whatever rights the  State
of  Louisiana may have in a strip of lakefront land  adjacent  to
and  abutting the Property, which was previously under water, and
may  be  subject,  under certain circumstances,  to  a  claim  of
ownership by the State of Louisiana by virtue of certain riparian
claims  (the  "Lakefront Strip").  The Company has  entered  into
another  long-term lease with the State of Louisiana for  certain
waterbottoms  (i.e.,  riparian rights)  adjoining  the  Lakefront
Strip  and  underlying the Island.  In April, 1997,  the  Company
entered into a three (3) year commercial lease commencing  August
1,  1997  for  office  and  warehouse space  to  accommodate  the
administrative staff.

     Mesquite, Nevada: On February 28, 1997, the Company  entered
into  an  Asset Purchase Agreement with RGB to sell substantially
all  of  the assets constituting the Mesquite facility, including
the  real  estate  assets consisting of  a  45  acre  parcel  and
improvement  situated thereon for $29 million  cash  and  a  $1.5
million  promissory note.  The closing of the sale was structured
in  two  parts.    At the first closing on March  18,  1997,  the
Company  sold for $22 million in cash, substantially all  of  the
assets  of  the  Mesquite facility with the exception  of  gaming
equipment. On March 18, 1997, the Company also assigned  a  lease
for  land  adjacent  to  the  Mesquite  facility,  together  with
irrigation  water  rights for such land,  on  which  the  Company
developed  an  18-hole  golf  course,  upon  which  the  landlord
retained  rights to develop a golf community housing  development
Simultaneously,  the Company leased back the assets in  order  to
continue  to  operate  the  Mesquite facility  until  the  second
closing,  scheduled  to occur on June 30, 1997.   At  the  second
closing  the Company will cease operating the Mesquite  facility,
the Company's lease arrangement with RGB will terminate, RGB will
pay  to  the Company the remaining amount of the purchase  price,
and  the  Company will transfer to RGB the gaming  equipment  and
substantially  all  other  assets of the  Mesquite  facility  not
previously sold.

     Maryland  Heights,  Missouri:   On  November  2,  1995,  the
Company  entered  an  agreement with Harrah's  to  form  a  joint
venture  and  co-develop  the Maryland  Heights  facility  on  an
approximate  215  acre  site in Maryland Heights,  Missouri.   An
affiliate  of Harrah's owns the property underlying the  Maryland
Heights  facility.   Each of the Company  and  Harrah's  have  an
eighty  (80)  year  lease  with the Harrah's  affiliate  for  the
property underlying their respective casinos.  The leases for the
Company and Harrah's are substantially identical, except that the
Company  pays  rent  and Harrah's does not.  The  Company's  rent
consists  of  a percentage rent equal to the following  specified
percentages  multiplied  by  the relevant  specified  incremental
levels  of  annual  net gaming revenues earned at  the  Company's
Maryland  Heights  complex:  2% times annual net  gaming  revenue
between  zero and $50 million, 3% times annual net gaming revenue
between  $50  million and $100 million, and 4% times  annual  net
gaming revenue in excess of $100 million.

     Pursuant  to  a  separate Management Agreement,  a  Harrah's
affiliate manages the Hotel and Entertainment Facility except for
the  Company's  specialty restaurant and retail  operations   The
Management  Agreement has a basic term that expires  on  December
31,  2005,  with  fourteen five (5) year  renewal  options.   The
Management  Agreement provides for the following  fees:   a  Base
Management  Fee equal to 3% of the Hotel Revenues;  an  Incentive
Management Fee which is the greater of 1% of the Hotel  Revenues,
or  50%  of operating cost savings; an Accounting Fee of $130,000
per  year,  increased each year by the amount the consumer  price
index ("CPI") increases; and a Reservation Fee of $2.50 per guest
room   reservation  at  the  hotel  made  through  the  telephone
reservation  system  of an affiliate of Harrah's,  which  fee  is
increased each year by the amount the CPI increases, but not more
than  the  prevailing  charge  to  other  participating  Harrah's
affiliated hotels.  See " - Maryland Heights Operations."

     Bluegrass  Downs, Kentucky:  In November 1993,  the  Company
acquired  Bluegrass Downs racetrack (currently known  as  Players
Bluegrass  Downs), located in Paducah, Kentucky, in  anticipation
that   the  Kentucky  legislature  would  enact  legislation   to
authorize  casino-type gaming, such as slot  machines  and  table
games,  at  licensed racetracks.  If any legislation  is  adopted
permitting additional forms of gaming at racetracks, the  Company
currently  plans to develop its track into a facility that  would
offer   all   permitted  forms  of  gaming.   The  racetrack   is
approximately  ten miles from the Company's Metropolis  facility.
The next closest Kentucky racetrack to the Metropolis facility is
Ellis Park, which is approximately 100 miles from each of Paducah
and   Metropolis.    Players   Bluegrass   Downs   consists    of
approximately 69.6 acres.  The Company owns 58.3 acres and leases
the remaining 11.3 acres.  Players Bluegrass Downs includes a 5/8
mile  oval  racetrack, an enclosed 17,000 square  foot  clubhouse
housing  dining  and  wagering facilities, administrative  areas,
barns and related buildings that can accommodate 725 horses,  and
a parking area for more than 1,400 cars.

License with Merv Griffin and The Griffin Group

     On  December  31,  1996, a license (the  "Griffin  License")
expired  between  the Company and The Griffin  Group,  a  company
controlled  by  Mr.  Merv  Griffin, a major  stockholder  of  the
Company,   under   which  Mr.  Griffin  acted   as   the   public
representative  for all of the Company's riverboat  and  dockside
casinos.   In  addition,  Mr. Griffin  provided  other  services,
principally of a promotional nature. The Company's right  to  Mr.
Griffin's  services was exclusive in the riverboat  and  dockside
casino industry, with certain exceptions related to Mr. Griffin's
other casino interests.

     In consideration of Mr. Griffin's services under the Griffin
License,  the  Company,  in 1992, issued  to  The  Griffin  Group
warrants  to  purchase 2.1 million shares of Common Stock  at  an
exercise  price  of $2.67 per share (on a split-adjusted  basis).
The  warrants were exercised in November and December, 1996.   In
addition, the Griffin License required the Company to pay  annual
fees to The Griffin Group for each riverboat casino facility tied
to   the   respective  casino's  earnings  fiscal   year   before
depreciation, interest and taxes ("EBDIT") for the year.  The fee
was  not payable with respect to the Metropolis facility and  the
Company's  original riverboat at the Lake Charles  facility,  the
Players  Lake Charles Riverboat, through December 31, 1996.   The
Griffin  Group  was  also  entitled to reimbursement  of  certain
expenses and indemnification against certain claims.  Mr. Griffin
was  also  entitled to additional compensation, as negotiated  in
good faith, if he hosted, produced or performed in any shows at a
Company casino.

      Subsequent to the end of fiscal year 1996, the Company  and
The Griffin Group entered into an agreement to modify the Griffin
License  to  reflect the extension of its terms to the  Company's
second riverboat casino in Lake Charles, the Star Riverboat,  and
its land-based casino in Mesquite effective as of the opening  of
each  facility.  The EBDIT fees that would have been payable with
respect to these two additional facilities were replaced with one
lump-sum  payment  of approximately $300,000  for  Mr.  Griffin's
services  at these facilities through the period ending  December
31,  1996.    This negotiated fee has not yet been  paid  by  the
Company.

Item 3.  Legal Proceedings

Poulos, Ahern and Schreier Litigation

     The  Company,  certain suppliers and distributors  of  video
poker  and  electronic slot machines and over forty other  casino
operators  have been named as defendants in a class  action  suit
filed  April 26, 1994 in the United States District Court, Middle
District of Florida, by William Ahern and William H. Poulos.  The
plaintiffs  allege common law fraud and deceit, mail fraud,  wire
fraud  and  Racketeer  Influenced and Corrupt  Organizations  Act
violations  in the marketing and operation of video  poker  games
and electronic slot machines.  The suit seeks unspecified damages
and  recovery of attorney's fees and costs.  On December 9, 1994,
an   Order   was  entered  by  the  District  Court  in   Florida
transferring  the  consolidated  action  to  the  United   States
District Court for the District of Nevada.  The defendants  filed
various motions seeking dismissal of the action.

       On or about October 27, 1995 the Company was served with a
purported  class  action captioned Schreier,  et  al.  v  Players
International, et al. in the United States District Court for the
District  of Nevada which is essentially identical to the  Poulos
and  Ahern  litigation,  except for  certain  variations  in  the
definition  of  the purported class.  The matter  has  also  been
consolidated with the Poulos and Ahern litigation.

     On April 17, 1996, the Court dismissed plaintiffs' Complaint
without  prejudice  for  failure  to  plead  their  claims   with
specificity   and  dismissed  defendants'  remaining  substantive
motions  as  moot.   The Court permitted plaintiffs  to  file  an
Amended  Complaint.   The matter is currently  in  the  discovery
stage,  after  which substantive motions for  dismissal  will  be
filed  by   the  defendants.   The  Company  believes  that   the
plaintiffs' claims are wholly without merit and does  not  expect
that  the  lawsuit  will have a material adverse  effect  on  the
Company's financial position or results of operations.

J.A. Miller, et al. v. Showboat Star Partnership, et al.

      Showboat Star Partnership, a subsidiary of the Company, was
served  with a petition captioned J.A. Miller, et al. v. Showboat
Star  Partnership, et al. on or about February 27,  1997,  Docket
No.  10-14544,  in  the 38th Judicial District Court,  Parish  of
Cameron,  State of Louisiana.  The plaintiffs, a group of  oyster
fisherman,  allege in the petition that on or about  February  2,
1997,   the  Star  Riverboat  discharged  raw  sewage  and  other
hazardous and toxic substances from the bilge of the vessel  into
Lake Charles.  Plaintiffs further allege that since 1994 the Star
Riverboat  and the Players Lake Charles Riverboat have discharged
raw  sewage  and other hazardous and toxic substances  into  Lake
Charles which is part of the Calcasieu Estuary.  Plaintiffs claim
that alleged acts of the Company have resulted in great damage to
natural  oyster beds forty-three (43) miles down river in Cameron
Parish, resulting in oysters situated thereon to become dangerous
and  unfit  for  human consumption and/or preventing  the  oyster
fishermen from harvesting said oysters.  The oyster fishermen are
claiming  both compensatory and punitive damages.  The matter  is
in the early stages of litigation.  The Company has filed several
motions  in response to the petition including motions to dismiss
the  action.   The  Company  intends to  vigorously  defend  this
action.




W. Todd Akin, et al. v. Missouri Gaming Commission

      The  matter  of  W.  Todd Akin et al.  v.  Missouri  Gaming
Commission was filed in the Circuit Court of Cole County  in  the
fall of 1996.  While none of the Missouri licensees or applicants
was  named  in  the suit, Players MH, L.P., a subsidiary  of  the
Company  and  Harrah's  Maryland Heights  Corporation,  both  50%
partners  in  the  Riverside  Joint  Venture,  and  the  Missouri
Riverboat Gaming Association, together with the City of  Maryland
Heights,  have  intervened in order to protect  their  respective
interests.   The  suit  seeks  a judicial  declaration  that  the
Missouri  Riverboat  Gaming  Act is unconstitutional  because  it
permits  facilities  (such  as the Company/Harrah's  facility  in
Maryland  Heights) to be located  upon artificial basins  fed  by
the Missouri River.  The statute was found constitutional and the
suit  was  dismissed in its entirety on the merits by  the  trial
court in December, 1996.  That dismissal was appealed directly to
the  Missouri  Supreme Court by the Plaintiffs in January,  1997.
Certain  briefs  have been filed, and once  all  briefs  are  all
filed,  a date for argument will be set before the Supreme Court.
A ruling on the appeal is not expected for some time.

Item 4.  Directors and Executive Officers of the Company

     During  the fourth quarter ended March 31, 1997,  no  matter
was  submitted  to  a  vote of the Company's  stockholders.   The
directors and executive officers of the Company are as follows:

Name               Age      Since   Present Position With the
Company
Edward Fishman      54      1985    Chairman of the Board of
                                    Directors
Howard Goldberg     52      1986    President, Chief Executive
                                    Officer and Director
Thomas Gallagher    53      1992    Director
Marshall S.         58      1989    Director
Geller
Lee Seidler         62      1987    Director
Charles Masson      44      1996    Director
Earl Webb           41      1996    Director
Lawrence Cohen      39      1996    Director
Peter J. Aranow     51       -      Executive Vice President,
                                    Treasurer and Secretary
John Groom          52       -      Executive Vice President and
                                    Chief Operating Officer
Henry M.            50       -      Senior Vice President and
Chief
Applegate, III                      Financial Officer
Patrick H.          35       -      Vice President and General
Madamba, Jr.                        Counsel

     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,  he  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.

     Thomas  E.  Gallagher has been President and Chief Executive
Officer of The Griffin Group since April 1992.  Since November 1,
1993 until December, 1996, he served as a director, and from May,
1995  to  December,  1996,  he  served  as  President  and  Chief
Executive  Officer  of  Griffin  Gaming  &  Entertainment,   Inc.
(formerly  Resorts  International,  Inc.)  ("GG&E").    For   the
preceding  15 years, he was a partner in the law firm of  Gibson,
Dunn  &  Crutcher.   Effective July 1, 1997, Mr.  Gallagher  will
leave  The  Griffin Group to become Executive Vice President  and
General Counsel of Hilton Hotels Corporation.

     Marshall S. Geller is the Chairman, Chief Executive  Officer
and founding partner of Geller & Friend Capital Partners, Inc., a
merchant  banking  investment company.  He was  formerly  interim
President  and  Chief  Operating  Officer  of  the  Company  from
November, 1992 through April, 1993 and now serves as a member  of
the  Compensation  Committee,  of  which  he  was  Chairman  from
September, 1995 to September, 1996.  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.,   Styles-on-Video,   Inc.,   Dycam,   Inc.   and   Cabletel
Communications  Corporation.  Mr.  Geller  is  a  member  of  the
Capital Company Committee.

     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 is the Chairman  of
the Company's Audit Committee.

     Lawrence  Cohen will be named President and Chief  Executive
Officer of the Griffin Group on 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.  Mr. Cohen is a member  of  the  Company's
Audit and Compensation Committees.

     Earl  E.  Webb  is 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.   Mr.  Webb
serves as the Chairman of the Compensation Committee.

      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
GG&E  from  November, 1993 until December, 1996.  He  is  also  a
director of Color Tile, Inc.

     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.   From 1977 to May 1993, he was a Senior Managing  Director
in the investment banking department of Bear Stearns specializing
in the gaming industry.

     John  Groom  joined the Company as Executive Vice President,
Operations in January, 1996 and became Chief Operating Office  of
the  Company in September, 1996.  Mr. Groom has held a number  of
executive positions in the gaming industry including the  Caesars
organization,  serving  as  Senior  Vice  President  of   Caesars
Atlantic City from May, 1979 through June, 1993.

     Henry  M.  Applegate, III joined the Company as Senior  Vice
President  and  Chief  Financial Officer  in  March,  1996.   Mr.
Applegate   previously  served  as  Senior  Vice  President   and
Controller  of  Mirage Resorts, Inc. from September,  1992  until
January,  1996.   From  January, 1990  until  August,  1992,  Mr.
Applegate  served  as Senior Vice President and  Chief  Operating
Officer of Bally's Casino Resort in Reno, Nevada.

     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.


                             PART II


Item 5.  Market for the Registrant's Common Equity and Related
       Stockholder Matters

      The  Company's  Common Stock is traded on  the  Nasdaq
National
Market under the symbol "PLAY".  The following table
sets  forth  the  high and low closing sale prices  of  the
Company's
Common Stock, as reported by the Nasdaq National Market, during
the periods indicated.

                                         High        Low

     Fiscal 1996

          First Quarter                  22-2/3     18-3/4
          Second Quarter                 22-1/4     13-1/8
          Third Quarter                  14-3/8    10-11/16
          Fourth Quarter                 11-1/4     8-3/16

     Fiscal 1997

          First Quarter                  12-1/8     9-1/8
          Second Quarter                 10-1/4     6-1/16
          Third Quarter                 7-13/16     5-1/8
          Fourth Quarter                 6-1/8      4-5/8

     Fiscal 1998

          First Quarter (through June    4-9/16       3
                         20, 1997)


      The  last reported sales price of the Common Stock on the
Nasdaq
National Market on June 20, 1997 was 3-7/16 per share.There were
approximately 549 holders of record of the Company's Common Stock
as
of June 20, 1997.

     The Company has never declared or paid cash dividends on its
Common  Stock.  Under the terms of the covenants  of  its  Senior
Notes  and its Credit Line, the Company cannot pay cash dividends
to  the  holders  of  its  Common Stock.  The  Company  presently
intends to retain earnings to finance the operation and expansion
of  its business.  See " Business Gaming Regulation" and "Company
Repurchase  Rights  with Respect to Securities"  with  regard  to
certain   regulations  and  provisions  affecting  the  Company's
securities.

       On  January 29, 1997, the Company announced that its Board
of  Directors has approved the adoption of a Stockholders' Rights
Plan, subject to the receipt of necessary gaming approvals.   The
Plan  is  designed to ensure that all stockholders of the Company
receive  fair value for their Common Shares in the event  of  any
proposed takeover and to guard against the use of partial  tender
offers  or other coercive tactics to gain control of the  Company
without offering fair value to stockholders.


Item 6.   Selected Consolidated Financial Data

      Selected  consolidated financial data for the years ended
March
31, 1997, 1996, 1995 and 1994 are presented below.

                                  1997      1996        1995
1994
                                 (in thousands, except per share
data)

Operations Data:

   Total revenues
                                    291,210  291,395  223,695
107,082
   Net  income (loss)
                                    (46,298)  22,320   45,755
20,952



Earnings per Common Share Assuming
Full Dilution:

   Net income (loss)
                                     (1.56)      .70    1.45
 .72


Balance Sheet Data:

   Cash, cash equivalents and
marketable securities, net           20,567   23,247  50,332
77,546

   Total assets                     421,289  413,432 223,790
138,565


   Long term debt, including
current portion                     196,000  153,000   8,907
5,865

   Total stockholders' equity
                                    155,881  193,627 176,143
115,844


Selected Quarterly Financial Information (Unaudited)

      Set  forth below is selected financial information for the
last
eight fiscal quarters.  In management's opinion, the results
include
all adjustments, consisting  of  normal  recurring
adjustments, necessary for a fair presentation of the information
for the periods presented when read in conjunction with the
historical
Consolidated Financial Statements and notes thereto contained
elsewhere herein.
                         First  Second  Third   Fourth
                       Quarter  Quarter Quarter Quarter    Total
                        (in thousands, except per share data)
Fiscal 1997

Casino Revenues:
Lake Charles               47,348  41,407  33,341  36,943
159,039
Metropolis                 19,152  20,385  18,976  17,860
76,373
Mesquite                    5,752   5,468   5,788   6,364
23,372
Maryland Heights                -       -       -   3,876
3,876

                           72,252  67,260  58,105  65,043
262,660

Impairment and write            -       -       -   7,357
7,357
down of assets
Loss on sale of Mesquite        -       -       -  57,397
57,397
property
Restructuring Charge            -   9,007       -       -
9,007

Adjusted EBITDA (1)        16,870  12,292   7,754   8,923
45,839

Income (loss) before
other income (expense)
and provision for
income taxes               11,572 (2,687) (1,152) (64,002)
(56,269)

Net income (loss)
                           4,762  (3,843) (3,105) (44,112)
(46,298)

Earnings (loss) per
common share -
assuming full dilution       .15    (.12)  (.10)   (1.49)
(1.56)

Fiscal 1996

Casino Revenues:
Lake Charles             43,448  44,869  39,946  42,415  170,678
Metropolis               19,596  23,367  21,079  18,149   82,191
Mesquite                     66   5,507   5,369   5,928   16,870

                         63,110  73,743  66,394  66,492 $269,739

Adjusted EBITDA (1)      22,372  20,824  14,431  11,808   69,435
Income before other
income (expense)
and provision for
income taxes             14,105  13,682   8,152   7,932   43,871

Net income                8,018   7,229   3,312   3,761   22,320
Earnings per common
share-assuming
full dilution               .25     .22     .10     .13      .70

(1)   Represents  earnings,  before interest  income  (expense),
provision for income taxes, depreciation and amortization,  pre-
opening  expenses, impairment and write-down of assets, loss  on
sale  of  Mesquite  property,  restructuring  charge  and  other
income.  Adjusted earnings before interest, taxes, depreciation,
and   amortization  ("Adjusted  EBITDA")  is  not  intended   to
represent cash flows for any of the quarterly periods,  nor  has
it been presented as an alternative to income from operations as
an indicator  of  operating  performance  and  should  not  be
considered  in  isolation  or as a substitute  for  measures  of
performance  prepared  in  accordance  with  generally  accepted
accounting  principles.  EBITDA-based information  is  presented
solely  as  supplemental disclosure because EBITDA is frequently
used to analyze companies on the basis of operating performance,
leverage  and liquidity.

Item  7.   Management's  Discussion and Analysis  of  Results  of
Operations and Financial Condition

      The  following discussion and analysis provides information
which  management  believes  is relevant  to  an  assessment  and
understanding  of  the  consolidated results  of  operations  and
financial  condition  of the Company and its  subsidiaries.   The
Company  owns  and  operates  gaming,  resort  and  entertainment
facilities.   These include one (1) riverboat casino in  Illinois
(Metropolis);  two  (2)  riverboat  casinos  in  Louisiana  (Lake
Charles);  and  two  (2)  permanently moored  dockside  riverboat
casinos in Missouri  (Maryland Heights).  Maryland Heights opened
on  March  11, 1997.  The Company sold the majority of  the  non-
gaming  assets  of  Mesquite,  the land-based  casino  resort  in
Mesquite, Nevada on March 18, 1997, but will continue to  operate
this  facility until June 30, 1997.  See " - Business -  Mesquite
Operations."    The  Company  also  owns  and  operates   Players
Bluegrass Downs, a thoroughbred racetrack in Paducah, Kentucky.

      This  discussion  and  analysis  contains  "forward-looking
statements"  within the meaning of Section 21E of the  Securities
and  Exchange  Act  of 1934, as amended and Section  27A  of  the
Securities   Act  of  1933,  as  amended.   Such  forward-looking
statements are subject to risks, uncertainties and other  factors
that  could  cause  actual  results  to  differ  materially,   as
discussed   in   "Business   Forward-Looking   Information"   and
"Liquidity and Capital Resources"  below.

Results of Operations

     The following table sets forth summary operating information
for  the  Company for the years ended March 31,  1997,  1996  and
1995:


      Decreases in casino revenues in Metropolis and Lake Charles
in  1997  as  compared  to  1996, were primarily  the  result  of
additional competition, although  Metropolis' business  was  also
adversely  impacted  in March, 1997 by a  flood  along  the  Ohio
river.   A  competitor  of  Metropolis,  located  in  Evansville,
Indiana   which   commenced   operations   in   December,   1995,
significantly  upgraded  its  riverboat  and  land  based  casino
complex  during 1997.  The upgrades, which became operational  in
December,  1996,  included the addition of a hotel  and  a  large
parking  garage.  In addition, a large casino resort  in  Tunica,
Mississippi,   which  opened  in  June,  1996,  actively   sought
customers in the southern Illinois and western Kentucky areas  in
which the Company operates.  In Lake Charles, a competitor opened
an  additional  riverboat in July, 1996.  Whereas  through  June,
1996  the  Company  operated two (of a total of  three)  licensed
riverboats  in  Lake  Charles constituting approximately  67%  of
available  gaming capacity, it now operates two of four  licensed
riverboats,  or  approximately 50% of available gaming  capacity.
The  additional  competition resulted  in  both  lower  passenger
counts  and volumes of play in both Metropolis and Lake  Charles.
To  counter the capacity dilution and additional competition  for
patrons,  the  house  advantages on both  table  games  and  slot
machines  were reduced.  Thus, revenues were negatively  affected
by both less play and lower hold percentages on reduced volume.

       Mesquite  operated  for  the  full  year  in  1997  versus
approximately  nine  (9)  months  in  1996  and  casino  revenues
increased proportionately.  Non-casino revenues in Mesquite  also
increased  in 1997 as a result of the opening of an 18-hole  golf
course in October, 1996.

      Maryland  Heights  opened on March 11,  1997,  and  thus
contributed revenues for the three weeks ended March 31, 1997.

      The  increase  in  both casino and total revenues  in  1996
compared to 1995 reflects the openings by the Company of a second
riverboat  casino in Lake Charles in April, 1995 and a land-based
casino  resort in Mesquite in June, 1995, and replacement of  the
original  Metropolis  riverboat  with  one  having  more   gaming
capacity in November, 1995.

      The  decreases in operating income in Metropolis  and  Lake
Charles  in  1997  as  compared to 1996 were principally  due  to
decreased  casino  revenue coupled with  additional  spending  on
advertising,  marketing,  promotions  and  entertainment.    Such
expenditures increased by approximately 20% in Metropolis and 29%
in  Lake  Charles in 1997 from 1996.  Lake Charles  non-marketing
related operating expenses were also approximately 10% higher  in
1997 than in 1996, due to a full year of operation of an expanded
facility, including the Players "Island" entertainment and dining
barge which opened in February, 1996.

      Mesquite's operating loss was reduced in 1997.  It operated
for the entire year compared to only nine (9) months in 1996, and
an  18-hole golf course was opened at the resort in October 1996.
Income  from  the  golf  course  and  resultant  increased  hotel
occupancy  and  average room rate, reduced the overall  operating
loss.

     Maryland Heights' 1997 operating loss includes the Company's
casino  operations  and  pre-opening  costs  together  with   the
Company's  50%  share in the operations of the joint  venture  as
follows:



      In 1995, the Company contributed land with a carrying value
of  $4,945,000 to the Maryland Heights joint venture.   The  land
was  originally  purchased as a potential  gaming  site  for  the
Company.   In the fourth quarter of 1997, an audit of  the  joint
venture  was  completed which included an appraisal of  the  land
determining its fair market value to be $930,000.  This value was
used  as the basis for recording the contribution of the land  in
the  joint venture records.  As a result, the Company reduced its
investment  in  the  joint venture by $4,014,000  in  the  fourth
quarter of 1997.  The reduction in value of the land by the joint
venture did not affect the 50% interest the Company holds in  the
joint venture.

      During  the fourth quarter of 1997, the Company reevaluated
its  decision  to remain in the Mesquite market due primarily  to
continuing losses at that facility and as a result, entered  into
an   Asset   Purchase  Agreement  in  February,  1997   to   sell
substantially all of the Mesquite operating assets  to  RGB,  LLC
("RGB").  Due to the need for RGB to be licensed by the State  of
Nevada to operate the property as a gaming establishment, it  was
agreed that the sale would be consummated in two parts. The first
part, effective March 18, 1997, involved the transfer of most  of
the  real  property, inventory and non-gaming equipment  for  $22
million in cash.  The second part, scheduled to close on June 30,
1997,  will  include  the  gaming  equipment  and  the  remaining
furniture,  equipment  and  other  assets  as  defined   in   the
agreement, for $7 million in cash and a two-year promissory  note
for  $1.5  million.   The Company will continue  to  operate  the
facility  through the date of the second closing  pursuant  to  a
sale/lease-back agreement.  The excess of the net book  value  of
the  assets  sold, plus related professional fees, severance  and
other closing costs, over total consideration was $57.4 million.

      Effective  April 1, 1996, the Company adopted Statement  of
Financial  Accounting Standards No. 121, ("SFAS 121")  Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to  be  Disposed  of.   During the fourth quarter  of  1997,  the
Company  re-evaluated its investment in Players  Bluegrass  Downs
and  committed to a plan to remove from service and  replace  the
entertainment and dining barge utilized by Metropolis.  Prior  to
and since the Company's acquisition of Players Bluegrass Downs in
1993, the State of Kentucky has considered a variety of proposals
to  expand  the  types  of gaming allowed  in  the  state.   Such
proposals  included allowing the operators of licensed racetracks
to  operate  electronic  gaming  devices  on-site.   The  Company
originally acquired Players Bluegrass Downs for its strategic and
development potential if suitable enabling legislation were to be
signed  into law.  The most recent legislative session  concluded
without  any  such legislation being enacted.   The  Company  has
incurred  losses  operating  Players Bluegrass  Downs  since  its
acquisition and believes that in the absence of additional  forms
of  gaming at the facility operating losses will continue.  As  a
result,  the  Company  has  determined  that  its  investment  in
Bluegrass  Downs  is  impaired.  In  accordance  with  SFAS  121,
impairment  losses for Players Bluegrass Downs and the Metropolis
barge totaling $3.3 million were recorded in the year ended March
31, 1997.

      Corporate and other non-operating costs decreased  in  1997
versus  1996  principally due to the curtailment  of  development
activities  with a concomitant decline in legal,  consulting  and
other   professional   fees,  travel  and  personnel   relocation
expenses.   This  was partially offset by the write-off  of  $2.7
million  of  unamortized loan costs related to the original  Bank
Credit Facility.  See "Liquidity and Capital Resources."

      The  restructuring  charge in 1997 reflects  the  Company's
decision  to  significantly  reduce its  pursuit  of  development
opportunities  in  new  or  emerging  jurisdictions  and  instead
concentrate on improving its existing operations.  This  resulted
in  the sale of assets used in development activities or held for
future development and a significant downsizing of management and
staff.   The  non-recurring charge consists of the  net  loss  on
disposal   of   assets   and  the  cost  of  employee   severance
arrangements.

     In July, 1995, the first competing riverboat in Lake Charles
opened  and  the  Coushatta  Indian  tribe's  land-based  casino,
located  approximately 45 minutes away, was expanded.  To compete
with  the  additional gaming capacity, the Company increased  its
spending on promotional allowances, advertising and marketing and
made   significant  capital  improvements  to  the  Lake  Charles
facility (see   "Investments,   Divestitures    and    Capital
Expenditures").  The decrease in operating income in Lake Charles
in  1996  as compared to 1995, was due to the increased marketing
related   expenditures   and  facility  operating   expense   and
depreciation.

      The  operating  loss in Mesquite in 1996 was  due  to  poor
operating results at the facility which resulted in a significant
shortfall  in  actual  versus  projected  casino  revenues.   The
increase  in  Corporate  and other non-operating  costs  in  1996
versus  1995  was  due to increased pre-opening, development  and
administrative costs.  During 1996, the Star Riverboat   in  Lake
Charles was brought on-line, the Players Hotel was purchased  and
the   entertainment,  dining  barge  and  parking   garage   were
constructed  and opened.  In addition, the Mesquite facility  was
completed  and  opened  and construction  commenced  in  Maryland
Heights.

      Capitalized interest totaled $6.7 million in 1997 and  $3.3
million  in  1996.   Non-capitalized  interest  expense,  net  of
interest  income, increased in 1997 versus 1996 as  a  result  of
additional  borrowings  under the bank credit  facility  and  the
liquidation  of all remaining marketable securities to  fund  the
capital investment required in Maryland Heights.  Non-capitalized
interest expense increased in 1996 versus 1995 primarily  due  to
the  issuance of the Senior Notes in April 1995.  Interest income
increased  in  1996  versus 1995 as a result of  the  short  term
investment of the proceeds of the Senior Note issuance.

Investments, Divestitures and Capital Expenditures

     On  March  11,  1997  the Company opened  Maryland  Heights.
Constructed  by  a  joint  venture  with  Harrah's,  the  project
consists  of  four  (4)  permanently moored,  dockside  riverboat
casinos on barges, two for each venture partner, with a total  of
120,000  square  feet of casino space, connected  via  a  350,000
square  foot  land-based  pavilion.   Each  venture  partner  was
responsible  for furnishing and equipping, and operates  its  own
casinos  and  specialty restaurant, while the joint  venture  was
responsible for building and equipping, and operates  the  common
areas  of  the  project.  These include the  turn-of  the-century
themed  pavilion,  the  two specialty  restaurants,  a  600  seat
buffet,  a  291 room hotel, a variety of retail stores,  a  child
care facility, 10,000 square feet of convention/meeting space,  a
9,000  square  foot  sports and entertainment  lounge  and  other
attractions.   The  Company's share of the  total  project  cost,
excluding  capitalized interest, approximates  $141  million,  of
which $124 million had been expended as of March 31, 1997.

     The  Company's balance sheet at March 31, 1997 versus  March
31,   1996,   reflects  changes  principally  from  the   capital
expenditures  in Maryland Heights and additional  investments  in
the  Maryland Heights joint venture, the associated  increase  in
bank  debt and the sale of Mesquite in March, 1997.   The balance
sheet  at  March  31,  1996 versus March 31,  1995  reflects  the
issuance  of $150 million of Senior Notes, the proceeds of  which
were  the  principal  source  of  funds  for  the  completion  of
Mesquite,  which  opened in late June 1995, and  a  $150  million
expansion  program  in Lake Charles which commenced  in  January,
1995.  The Lake Charles expansion plan was completed in February,
1996.   The expansion included the acquisition of  the contiguous
land-based   Players  Hotel,  surrounding  land  and   the   Star
Riverboat, construction of a parking garage and the 60,000 square
foot entertainment/dining "Island".

     The  following table summarizes the above  and  all  other
     sources and uses of capital for the past three years:

Liquidity and Capital Resources

     In  August,  1995, the Company entered into a  $120  million
revolving  credit agreement ("Credit Facility") with a consortium
of  banks  ("Banks").  The Credit Facility contained  restrictive
covenants including minimum rolling four (4) quarters' EBITDA, as
defined  in the Credit Facility.  As of September 30,  1996,  the
Company advised the Banks of an event of default with respect  to
the  minimum  EBITDA covenant for the four quarters  then  ended.
Following  a  waiver from the Banks of the event of  default  the
Company and the Banks reached an agreement that revised the terms
of  the  Credit  Facility (the "Revised Credit  Facility")  which
included  an increase in the loan interest rate. Certain  of  the
terms  of  the  Revised Credit Facility were further  amended  in
March  1997 in connection with the sale of Mesquite.   The  total
credit line was reduced from $120 million to $69.5 million as  of
the  date of the first closing on the Mesquite sale and  will  be
further reduced to $60 million on June 30, 1997, $52.5 million on
September  30, 1997, $45 million on December 31, 1997, and  $37.5
million  on  March 31, 1998.  The remaining commitment  of  $37.5
million  will  expire on June 30, 1998.  At March 31,  1997,  $46
million was outstanding under the Revised Credit Facility  at  an
interest  rate  of  prime  plus 2.5%.   The  interest  rate  will
increase by 0.5% per quarter beginning October 1, 1997.

      In  addition  to  a  rolling four quarters  minimum EBITDA
requirement, the  Revised  Credit  Agreement added minimum
quarterly (non-cumulative) EBITDA requirements as follows:

                         Quarter Ended             Minimum EBITDA
Requirement
               March 31, 1997             $   6.5 million
               June 30, 1997                  9.0 million
               September 30, 1997            12.0 million
               December 31, 1997             11.0 million
               March 31, 1998                11.5 million

     The Company met the EBITDA requirement for the quarter ended
March 31, 1997, and is confident that, based on operating results
through May, 1997, it will exceed the requirement for the quarter
ending  June 30, 1997.  Based on the operating budget for  fiscal
1998,  the Company believes that it will also meet or exceed  the
minimum  requirement for each of the other  three  quarters.   In
light  of  the  competitive  environment  in  which  the  Company
operates,  however, such attainment is not guaranteed and  it  is
possible  that  an  event  of default could  occur  if  operating
results  are significantly below budget.  The Company expects  to
receive a federal tax refund of approximately $22 million  during
the  quarter ending September 30, 1997.  In connection  with  the
receipt  of these funds and their possible utilization to further
reduce  outstanding borrowings under the Revised Credit Facility,
the  Company anticipates commencing negotiations with  the  Banks
and/or other lenders to refinance the remaining borrowings  under
the  Revised Credit Facility.  If the Company fails to  meet  any
covenant  under the Revised Credit Facility, the lender  may,  at
its option, give notice that amounts owed are immediately due and
payable.   Accelerated  maturity of the Revised  Credit  Facility
would   require   management  to  complete  a  restructuring   or
refinancing  of the Revised Credit Facility or implement  actions
to  obtain  cash  from other sources to repay the Revised  Credit
Facility.   Management  believes it is capable  of  completing  a
restructuring or refinancing of amounts currently outstanding and
that  failure  to  meet any covenant will  not  have  a  material
adverse affect on the accompanying financial statements.

      As  of  May  15,  1997, the Company had  fully  funded  its
contractual  capital  obligations with respect  to  the  Maryland
Heights  joint venture.  The Company expects to use a significant
portion  of the approximately $7 million cash proceeds  from  the
second  Mesquite  closing to reduce outstanding borrowings  under
the  Revised Credit Facility.  The Company believes that expected
cash  flow  from  operations will be sufficient to  meet  working
capital requirements for current operations and debt service  not
otherwise  funded through March 31, 1998.  At the  present  time,
other  than the replacement of the entertainment and dining barge
at  Metropolis,  no major capital projects are  contemplated  for
1998.


Forward Looking Information

      Certain  information included in this section and elsewhere
in  this Annual Report on Form 10-K contains, and other materials
filed  or  to  be  filed by the Company with the  Securities  and
Exchange  Commission  (as well as information  included  in  oral
statements or other written statements made or to be made by  the
Company)  contain  or  will  contain or include,  forward-looking
statements  within the meaning of Section 21E of  the  Securities
and  Exchange  Act of 1934, as amended, and Section  27A  of  the
Securities   Act  of  1933,  as  amended.   Such  forward-looking
statements,   address,  among  other  things,  the   effects   of
competition,   future  borrowing  and  capital  costs,   business
development   activities,   capital  expenditure   programs   and
requirements,  financing sources and the effects  of  legislation
and  regulation  (including possible gaming  legislation,  gaming
licensure  and  regulation, state and local  regulation  and  tax
regulation).   Such  forward-looking information  is  based  upon
management's  current plans or expectations and is subject  to  a
number of uncertainties and risks that could significantly affect
current  plans,  anticipated actions  and  the  Company's  future
financial  condition, liquidity and results.  As  a  consequence,
current plans, anticipated actions and future financial condition
may differ from those expressed in any forward-looking statements
made  by  or  on behalf of the Company.  These uncertainties  and
risks  include, but are not limited to, conducting operations  in
an increasingly competitive industry, conducting operations at  a
newly  or recently developed site or in a jurisdiction for  which
gaming has recently been permitted, changes in gaming, state  and
local   laws   and  regulations,  development  and   construction
activities,  leverage  and debt service  requirements  (including
sensitivity to fluctuations in interest rates), general  economic
conditions,  changes in federal or state tax laws,  action  taken
under   applications  for  licenses  (including   renewals)   and
approvals under applicable laws and regulations (including gaming
laws  and regulations) and the legalization of gaming in  certain
jurisdictions.

Item 8.   Financial Statements and Supplementary Data

     The consolidated financial statements and supplementary data
are   as  set  forth  in  the  Index  to  Consolidated  Financial
Statements.

Item  9.    Changes  in  and Disagreements  With  Accountants  on
Accounting and Financial Disclosure.

     None.

                            PART III


     Except  for  the  information regarding  executive  officers
called  for  by Item 401 of Regulation S-K, which is included  in
Part  I,  Item  4  hereof,  Items 10,  11,  12  and  13  will  be
incorporated  by  reference  to the  Company's  definitive  proxy
statement for its Annual Meeting of  Stockholders or by reference
to Form 10-K/A, which in either case will be filed not later than
120  days  after  the  end  of   the Company's  fiscal  year,  in
accordance with General Instruction G(3) to Form 10-K.


                             PART IV


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

(a)  (1) and (2) Index to Financial Statements
                                                            PAGE

REPORT OF INDEPENDENT AUDITORS                              35

CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1997 AND 1996      36

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31,1997:

CONSOLIDATED STATEMENTS OF OPERATIONS            37

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY  38

CONSOLIDATED STATEMENTS OF CASH FLOWS            39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       41




  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.


Exhibit                       Description
Number


3.1 (1)  Articles of Incorporation, as amended, of Players
International, Inc.
         (the "Company").

3.2 (11) By-laws of the Company, as amended.

4.1 (11) 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      Form of Third 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, LL
           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      Form of Agreement between the Company and Lake Charles
           Construction Corporation dated November 15, 1995 for
           the Players Island-Entertainment Barge.

10.50      Agreement between the Company and Lake Charles
           Construction Corporation dated February 16, 1996 for
           the Players Island-Entertainment Barge.

10.51 (12) Retirement Agreement and General Release dated
           September 9, 1996 between the Company and Edward
           Fishman.

10.52 (12) Retirement Agreement and General Release dated
           September 9, 1996 between the Company and David
           Fishman.

10.53 (13) 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 (14) Purchase Agreement by and among Players Nevada, Inc.,
           Players Mesquite Land, Inc., Players Mesquite Golf
           Club, Inc. and RBG, LLC.

10.55 (15) March 17, 1997 Letter Agreement to the Asset Purchase
           Agreement Extending Closing Date.

10.56 (15) March 18, 1997 Letter Agreement to the Asset Purchase
           Agreement Regarding Application of Due of Due
Diligence
           Fee.

10.57 (15) March 18, 1997 Letter Agreement to the Asset Purchase
           Agreement Regarding Certain Matters Incident to
           Closing.

21         Subsidiaries of Players International, Inc.

____________

(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 Quarterly Report on
    Form 10-Q for the quarter ended September 30, 1996,
    incorporated herein by reference.
(12)Filed as an exhibit to the Company's Form 8-K dated for
    the period September 17, 1996, and incorporated
    by reference.
(13)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.
(14)Incorporated by reference to exhibit attached to Form 8-
K/A. Filing dated March 18, 1997, and incorporated herein by
reference.
(15)Incorporated by reference to exhibit attached to Form 8-K.
    Filing dated March 18, 1997 and incorporated herein by
    reference

__________________________________________

SIGNATURES

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

                         Players International, Inc.

Date:June 27, 1997  By   /s/ Edward Fishman
                             Edward Fishman
                             Chairman of the Board

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this annual report has been signed below by the  following
persons on behalf of the registrant and in the capacities and  on
the  dates indicated below.  This annual report may be signed  in
multiple  identical  counterparts all of which,  taken  together,
shall constitute a single document.


Dated:    June 27, 1997            /s/ Edward Fishman
                         Edward Fishman
                         Chairman of the Board

Dated:    June 27, 1997            /s/ Howard Goldberg
                         Howard Goldberg
                         President and Director
                         (Principal Executive Officer)

Dated:    June 27, 1997            /s/ Henry M. Applegate, III
                         Henry M. Applegate, III
                         Senior Vice President and Chief
Financial Officer
                         (Principal Financial Officer)

Dated:    June 27, 1997            /s/ Thomas E. Gallagher
                                                  Thomas E.
Gallagher
                         Director

Dated:    June 27, 1997            /s/ Lawrence Cohen
                         Lawrence Cohen
                         Director

Dated:    June 27, 1997            /s/ Lee Seidler
Lee Seidler
                         Director

Dated:    June 27, 1997            /s/ Marshall S. Geller
                         Marshall S. Geller
                                   Director

Dated:    June 27, 1997            /s/ Earl  Webb
                         Earl Webb
                         Director

Dated:    June 27, 1997            /s/ Charles Masson
                         Charles Masson
                         Director





           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                            Page

Report of Independent Auditors                              35

Consolidated Balance Sheets as of March 31, 1997 and 1996   36

Consolidated Statements of Operations for the Years Ended
     March 31, 1997, 1996 and 1995                          37

Consolidated Statements of Stockholders' Equity for the
     Years Ended March 31, 1997, 1996 and 1995              38

Consolidated Statements of Cash Flows for the Years Ended
     March 31, 1997, 1996 and 1995                          39

Notes to Consolidated Financial Statements                  41



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.









                 REPORT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholders
Players International, Inc.

     We have audited the accompanying consolidated balance sheets
of  Players International, Inc. and Subsidiaries as of March  31,
1997  and  1996,  and  the  related  consolidated  statements  of
operations, stockholders' equity, and cash flows for each of  the
three years in the period ended March 31, 1997.   These financial
statements  are  the responsibility of the Company's  management.
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.  Those 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 management,  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  consolidated  financial  statements
referred  to above present fairly, in all material respects,  the
consolidated  financial position of Players  International,  Inc.
and Subsidiaries at March 31, 1997 and 1996, and the consolidated
results  of  its operations and its cash flows for  each  of  the
three   years in the period ended March 31, 1997,  in  conformity
with generally accepted accounting principles.


                                   ERNST & YOUNG LLP


Philadelphia, Pennsylvania
May 30, 1997







          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
            (dollars in thousands, except par value)

                             ASSETS

March 31,
                                                         1997
1996
CURRENT ASSETS:
  Cash and cash equivalents                                 $
$
                                                       20,567
18,786
  Marketable securities
4,461
                                                            -
  Accounts  receivable,  net  of  allowance   for
doubtful accounts of $1,028 at March 31,
      1997 and $118 at March 31, 1996                   3,123
4,541
  Notes receivable                                         19
3,062
  Inventories                                           1,955
2,719
  Deferred income tax                                   1,881
2,970
  Income taxes refundable                              27,534
72
  Prepaid expenses and other current assets
                                                        3,997
4,972
       Assets held for sale
                                                        8,500
-
     Total current assets
                                                       67,576
41,583

PROPERTY   AND  EQUIPMENT,  net  of   accumulated
depreciation and amortization of
     $27,336  at  March 31, 1997 and  $23,078  at
279,916
March 31, 1996                                        210,442

DEFERRED INCOME TAX - long-term
                                                        4,654
4,897

INTANGIBLES,  net of accumulated amortization  of
$2,541 at March 31, 1997 and
  $1,714 at March 31, 1996
                                                       36,271
37,126

INVESTMENT IN JOINT VENTURE
                                                       95,401
39,474

OTHER ASSETS
                                                        6,945
10,436

                                                    $ 421,289  $
413,432

              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt                         $
$
                                                        8,500
-
  Accounts payable                                      6,466
6,736
  Accrued liabilities                                  33,969
32,432
  Other liabilities
                                                        2,921
537
     Total current liabilities
                                                       51,856
39,705

OTHER LONG-TERM LIABILITIES
                                                       26,052
27,100

LONG-TERM DEBT, net of current portion
                                                      187,500
153,000

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS' EQUITY:
  Preferred  stock, no par value,  Authorized  --           -
-
10,000,000 shares, Issued - none
  Common  stock,  $.005 par value, Authorized  --
90,000,000 shares, Issued-
     32,563,348  shares  at March  31,  1997  and         163
149
29,859,580 shares at March 31, 1996
  Additional paid-in capital                          132,256
123,719
  Unrealized  loss on marketable securities,  net           -
(1)
of tax
  Treasury  stock,  at cost;  672,100  shares  at
(7,294)
March 31, 1997 and March 31, 1996                   (7,294)
  Retained earnings
                                                       30,756
77,054

     Total stockholders' equity
                                                      155,881
193,627

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $
$
                                                      421,289
413,432

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
          (dollars in thousands, except per share data)


                                                             Year
ended                          March                          31,
1997
1996                     1995
REVENUES:
  Casino                                             $         $
$
                                               262,660   269,739
210,942
  Food and beverage                             14,139    11,825
7,406
  Hotel                                          6,608     4,851
-
  Other
                                                 7,803     4,980
5,347

                                               291,210   291,395
223,695
COSTS AND EXPENSES:
  Casino                                       122,250   110,959
74,839
  Food and beverage                             14,185    12,601

6,799
  Hotel                                          3,144     2,503
-
  Other gaming related expenses                 38,136    34,351
18,972
  Selling, general and administrative           56,246    45,700
29,078
  Corporate and other non-operating costs        9,102    10,387
7,276
  Equity in loss of joint venture                1,934
                                                               -
-
  Impairment and write-down of assets            7,357
                                                               -
-
  Pre-opening and gaming development costs       6,915    13,787
9,117
  Depreciation and amortization                 21,806    17,236
7,065
       Loss on sale of Mesquite property
                                                57,397         -
-
  Restructuring charge
                                                 9,007         -
-

                                               347,479   247,524
153,146
  Income   (loss)   before   other   income
(expense) and provision (benefit)
  for income taxes                            (56,269)    43,871
70,549

OTHER INCOME (EXPENSE):
  Interest income                                  237     5,850
3,340
  Other income, net                                241     1,587
275
  Interest expense
                                              (15,998)  (14,718)
(694)

                                              (15,520)   (7,281)
2,921
  Income  (loss) before provision (benefit)   (71,789)    36,590
73,470
for income taxes
PROVISION (BENEFIT) FOR INCOME TAXES
                                              (25,491)    14,270
27,715

NET INCOME (LOSS)                                              $
$
                                              ($46,298    22,320
45,755
                                                     )

EARNINGS (LOSS) PER COMMON AND
  COMMON SHARE EQUIVALENT:
        Primary                                ($1.56)     $0.70
$1.47
   Fully diluted                               ($1.56)     $0.70
$1.45

WEIGHTED AVERAGE COMMON AND
       COMMON EQUIVALENT SHARES:
   Primary                                    29,765,4  32,009,7
31,169,6
                                                    83        00
00
   Fully diluted                              29,765,4  32,015,8
31,636,7
                                                    83        00
00
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE THREE YEARS ENDED MARCH 31, 1997
          (dollars in thousands, except per share data)


Additional
                                                     Common Stock
Capital
Loss                    Treasury Stock               Retained
                                                   Shares
Amount        Paid-In         Unrealized          Shares
Amount        Earnings
BALANCE, March 31,      26,357      $       $       $        -
$       $
1994                      ,100    132  106,88   (150)
-   8,979
                                            3
Shares issued under     277,70      1     688       -        -
-       -
stock option plans           0
Shares issued in        381,00      2   4,237       -        -
-       -
exchange for land            0
Shares issued for       2,656,     13   7,261       -        -
-       -
warrants exercised         600
Tax benefit from
exercise of non-
 qualified options           -      -   2,643       -        -
-       -
Change in unrealized
loss on
     marketable              -      -       -   (301)        -
-       -
securities, net of tax
Net income
                             -      -       -       -        -
-  45,755

BALANCE, March 31,      29,672    148  121,71   (451)        -
-  54,734
1995                      ,400              2
Shares issued under     187,18      1   1,296       -        -
-       -
stock option plans           0
Tax benefit from
exercise of
 non-qualified               -      -     713       -        -
-       -
options
Adjustment for number
of shares as
 the result of the           -      -     (2)       -        -
-       -
stock split
Purchase of common      (672,1      -       -       -   672,10
7,294       -
stock                      00)                               0
Change in unrealized
loss on
 marketable                  -      -       -     450        -
-
securities, net of tax
-
Net income
                             -      -       -       -        -
-  22,320

BALANCE, March 31,      29,187         123,71     (1)   672,10
7,294
1996                      ,480    149       9                0
77,054
Shares issued for       2,100,     11   5,590       -        -
-       -
warrants exercised         000
Shares issued pursuant
to retirement
    agreement           603,76      3   2,996       -        -
-       -
                             8
Expired put options          -      -    (49)       -        -
-       -
Change in unrealized
loss on
 marketable                  -      -       -       1        -
-       -
securities, net of tax
Net loss
                             -      -       -       -        -
-  (46,29

8)

BALANCE, March 31,      31,891      $       $       $
$       $
1997                      ,248    163  132,25       -   672,10
7,294  30,756
                                            6                0
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)

                                           Year  ended  March 31,
                                                        1997
1996
1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                 ($46,29
$        $
                                                       8)
22,320   45,755
Adjustments to reconcile net income to net  cash
provided by operating activities:
 Depreciation and amortization                     21,806
17,236    7,065
 Amortization of bond premium/(discount)                -
(3,861)      247
 Loss on disposition of property/equipment         60,321
-        -
 Impairment and write-down of assets                7,357
-        -
 Equity in loss of joint venture                    1,934
-        -
 Stock issued pursuant to retirement agreement      3,000
-        -
 Deferred income taxes                              1,332
(2,459)      665
 Other                                                924
468       32

Changes in assets and liabilities:
 Accounts and notes receivable                      3,551
(4,985)    (450)
 Inventories                                      (1,269)
(1,856)    (369)
 Income taxes payable (refundable)                (27,462
1,772    (250)
                                                        )
 Prepaid expenses and other current assets            975
(2,484)  (3,465)
 Other assets                                       1,141
(1,812)    (457)
 Accounts payable                                   (270)
(1,497)    1,934
 Accrued liabilities                                   80
(918)    1,737
 Other liabilities
                                                    1,336
(1,176)    (340)
   Net cash provided by operating activities
                                                   28,458
20,748   52,104

CASH FLOWS FROM INVESTING ACTIVITIES:
 Net purchases of property and equipment          (46,499
(147,11  (62,419
                                                        )
9)        )
     Proceeds  from  disposal  of  property  and   30,749
equipment
-        -
 Costs  in  excess  of fair  value  of  tangible        -
-  (24,090
assets acquired
)
 Purchases of marketable securities                     -
(170,80  (22,970

6)        )
 Proceeds from sale of marketable securities        4,401
196,886   59,509
 Investment in joint venture
                                                  (61,875
(34,015        -
                                                        )
)
   Net cash used in investing activities
                                                  (73,224
(155,0  (49,970
                                                        )
54)        )

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of long-term debt          65,500
153,000        -
 Repayments of long-term debt                     (22,500
(8,907)    (169)
                                                        )
 Purchase of common stock                               -
(7,294)        -
 Debt issuance cost                               (2,051)
(8,890)        -
 Proceeds  from  exercise of stock  options  and
warrants                                            5,598
1,297    7,964
   Net cash provided by financing activities
                                                   46,547
129,206    7,795

NET   INCREASE  (DECREASE)  IN  CASH  AND   CASH    1,781
(5,100)    9,929
EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                                                   18,786
23,886   13,957

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $
$        $
                                                   20,567
18,786   23,886

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)

SUPPLEMENTAL CASH FLOW DISCLOSURE:

                      Year ended March 31,

                                                    1997     1996
1995
 Interest paid                                          $
$        $
                                                   22,637
10,124      694
 Income taxes paid                                  4,159
15,201   30,102
 Debt incurred to purchase land and equipment           -
-    3,200
 Unrealized    gain   (loss)    on    marketable        -
(450)      301
securities, net of tax
 Accrued   liabilities  incurred   to   purchase        -
31,910    8,005
property and equipment
 Liabilities relating to costs in excess of fair        -
-   13,441
value of tangible assets acquired
 Land,  property  and equipment  contributed  to        -
5,459        -
joint venture
 Common stock issued for purchase of land               -
-    4,238
 Tax   benefit  related  to  exercise  of   non-        -
713    2,643
qualified stock options





Note 1 - Summary of Significant Accounting Policies

Fiscal Year
     The Company has a fiscal year that ends on March 31.

Basis of Presentation
      The  Company,  through wholly owned subsidiaries,  operates
five riverboat casinos, a land-based hotel and casino and a horse
racetrack  facility  and, through a joint  venture,  a  riverboat
casino  entertainment complex. All operations  include  food  and
beverage  facilities  and  a retail  gift  shop.   Three  of  the
facilities include hotel operations.  The majority of the  assets
comprising the Mesquite facility were sold in 1997.  However, the
Company  will continue to operate the facility through the  first
quarter of 1998.

      The  consolidated financial statements include the accounts
of   the   Company  and  its  wholly  owned  subsidiaries.    All
significant  intercompany  balances and  transactions  have  been
eliminated.  The investment in joint venture is accounted for  by
the equity method.

     Certain reclassifications have been made to the consolidated
financial  statements as previously presented to conform  to  the
current classifications.

Accounting Estimates
      The  preparation of financial statements in conformity with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
amounts  of  revenues and expenses during the  reporting  period.
Actual results could differ from those estimates.

Cash and Cash Equivalents
      The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost which approximates
market value.

Revenues and Promotional Allowances
      Casino  revenues  are the net of gaming wins  less  losses.
Revenues  exclude  the retail value of complimentary  admissions,
food  and beverage, hotel and other items furnished to customers,
which   totaled   approximately  $27,238,000,   $21,336,000   and
$9,916,000  for  the years ended March 31, 1997, 1996  and  1995,
respectively.

     The estimated costs of providing such complimentary services
are   included  in  casino  costs  and  expenses  through  inter-
department allocations from the department granting the  services
as follows:
                                                    1997     1996
1995
                                                         (dollars
in thousands)
          Food and beverage                            $        $
$
                                                  20,736   15,651
5,583
          Admissions                                 157    1,725
2,848
          Hotel                                    1,281      565
-
          Other
                                                   1,370    1,177
717
                                                       $        $
$
                                                  23,544   19,118
9,148

Pre-opening and Gaming Development Costs
     All pre-opening and gaming development costs are expensed as
incurred  except for the cost of property and equipment which  is
capitalized.

Inventories
      Inventories  consisting of food, beverage and retail  items
are stated at the lower of cost (first-in, first-out) or market.

Property, Equipment, Depreciation and Amortization
     Property and equipment are stated at cost.  Improvements and
extraordinary  repairs  that extend the life  of  the  asset  are
capitalized.   Maintenance and repairs are expensed as  incurred.
Interest  expense is capitalized on major construction  projects.
Capitalized  interest amounted to $6,714,000  and  $3,329,000  in
1997  and 1996,  respectively.  There was no capitalized interest
in 1995.

     The Company computes depreciation for property and equipment
using  primarily  the  straight-line method  over  the  estimated
useful  life of the assets.  Amortization of leasehold  and  land
improvements is computed using the straight-line method over  the
lesser of the estimated useful life or lease term.

     The following estimated useful lives are used:

Riverboats and barges       30   years
Buildings                   40   years
Furniture, fixtures and  equipment 5-7 years

Leasehold  and  land  improvements
Lesser of useful life or lease term

      Effective October 1, 1995, the Company revised its estimate
of the useful lives of certain property and equipment as follows:

                                           Original Life
Revised Life
Riverboats, barges and improvements        10 years           30
years
Buildings                                  20 years           40
years

      These changes were made to better reflect industry practice
and the estimated periods during which such assets will remain in
service.  This  change   increased net  income  by  approximately
$1,403,000 ($.04 per share) for the year ended March 31, 1996.

       Depreciation  expense  of   $16,405,000,  $13,145,000  and
$6,735,000   were recorded for the fiscal years ended  March  31,
1997,  1996 and 1995 respectively.  Amortization expense amounted
to  $5,401,000, $4,091,000 and $330,000 in 1997,  1996  and  1995
respectively.

Intangibles
      Costs  in excess of fair value of tangible assets  acquired
are  recorded  as  intangibles on the  accompanying  consolidated
balance  sheets  and are being amortized using the  straight-line
method.   Effective  October 1, 1995,  the  Company  revised  its
estimate  of the useful life of intangibles from 15 years  to  40
years.   This  change  was made to better reflect  the  estimated
periods  during which the related tangible assets will remain  in
service.   This  change  increased net  income  by  approximately
$466,000 ($.01 per share) for the year ended March 31, 1996.

      The  Company  periodically evaluates whether the  remaining
estimated useful life of intangibles may warrant revision or  the
remaining balance of intangibles may require adjustment generally
based upon expectations of nondiscounted cash flows and operating
income.   At  March 31, 1996, the Company recorded  a  $1,500,000
write-down of goodwill associated with its racetrack facility.

Unamortized Loan Costs
      Costs incurred in connection with the issuance of debt  are
being  amortized using the straight-line method over the term  of
the  related debt issue or loan. During the year ended March  31,
1997,  the  Company wrote-off loan costs related to its  original
revolving credit agreement (dated August 25, 1995) in the  amount
of $2,744,000.

Stock Based Compensation
      The  Company has adopted SFAS No. 123- Accounting for Stock
Based  Compensation.  As provided by SFAS No.  123,  the  Company
accounts  for  stock  options under Accounting  Principles  Board
(APB)  Opinion  No. 25-Accounting for Stock Issued to  Employees.
The  Company discloses the pro forma net income and earnings  per
share  effect  as if the Company had used the fair value   method
prescribed under SFAS No. 123. (See Note 12)

Per Share Amounts
      Per  share amounts have been computed based on the weighted
average  number  of  outstanding  shares   and   common   stock
equivalents,  if  dilutive, during each period.   All  per  share
amounts  and  shares  outstanding reflect a 3-for-2  stock  split
declared  on  April 26, 1995 for stockholders of  record  at  the
close  of  business on May 8, 1995.  A summary of the  number  of
shares used in computing primary earnings per share follows:
                                                             Year
                                                       ended
March 31,
                                            1997          1996
1995

Weighted average number of shares outstanding
                                      29,765,483    29,765,200
27,233,000
Dilutive effect of stock options and warrants
                                               -     2,244,500
3,936,600
Shares used in computing primary earnings per share
                                      29,765,483    32,009,700
31,169,600

Fully diluted earnings per share reflect additional dilution
related
to stock options, due to the use of the market price at the end
of the
period, when higher than the average price for the period.
As a result, the number of shares used in computing fully diluted
earnings per share is as follows:



                       Year ended March 31,
            1997               1996               1995
Weighted average number of shares outstanding
29,765,483         29,765,200      27,233,000
Dilutive effect of stock options and warrants
-                   2,245,200       4,403,700
Dilutive effect of put options
-                       5,400               -
Shares used in computing fully diluted earnings per share
29,765,483         32,015,800      31,636,700

In February 1997, the Financial Accounting Standards Board issued
Statement
of Financial Accounting Standards, No. 128, ("SFAS 128 ")
Earnings per
Share, which is required to be adopted for the quarter ended
December
31, 1997.  At that time, the Company will be required to change
the method
currently used to compute earnings per share and to restate all
prior
periods.  Under the new requirements for calculating primary
earnings
per share, the dilutive effect of stock options will be excluded.
The
Company ct of  SFAS 128 will be on the calculation of fully
diluted
earnings per share.

Note 2 - Accrued Liabilities

     A summary of accrued liabilities is as follows:
                                                      March 31,
                                               (dollars in thousands)
                                                 1997           1996
Insurance claims
                                                $ 1,638      $  1,442
Chip and token liability
                                                    558           489
Accrued payroll and related expenses
                                                  6,500         4,806
Accrued interest expense
                                                  7,477         7,477
Accrued expenses
                                                 13,724        11,898
Current portion of liabilities 
related to the purchase of a
riverboat and a hotel                             4,072         6,320

                                                $33,969      $ 32,432

Note 3 - Property and Equipment

A summary of property and equipment is as follows:
                                                      March 31,
                                              (dollars in thousands)
                                               1997           1996
Land and buildings
                                              $ 65,174    $ 121,671
Riverboats and barges
                                               113,281      107,282
Furniture, fixtures and equipment
                                                46,379       54,765
Leasehold and land improvements
                                                 8,032       11,241
Construction in progress
                                                 4,912        8,035
Less -- accumulated depreciation
                                              (27,336)     (23,078)

                                             $ 210,442    $ 279,916
Note 4 - Sale of Mesquite Property

On February 28, 1997, the Company entered into a definitive
agreement to sell the assets comprising the Mesquite casino resort for a
total purchase price of $30,500,000.  The agreement was structured to
take place in two closings.  The initial closing was completed on
March 18, 1997, in which the Company received $22,000,000 in cash for
primarily the non-gaming property and equipment.  The second closing, for 
the gaming and other furniture and equipment is scheduled for June 30, 
1997 at which time the Company entered into a lease with the purchaser 
pursuant to which the Company leases the property for the period 
between the first and second closings and absorbs any income or 
loss related to the operation of the facility during such  period.

As of March 31, 1997, the Company recorded a loss on the sale of
Mesquite totaling $57,397,000.  Such loss includes a write-down
to fair value of the assets to be sold in the second closing.   The
loss is summarized as follows (dollars in thousands):


Carrying value of property and equipment, net               $  84,232
Inventories and other assets                                    2,208
Expenses related to sale                                        1,457
Proceeds received at first closing                           (22,000)
Receivable at second closing                                  (8,500)
  Total loss on sale                                       $   57,397

For the year ended March 31, 1997, revenues for Mesquite were
$38,945,000 and losses before other income (expense) were
$65,473,000, inclusive of the loss on sale.

Note 5 - Impairment and Write-down of Assets

     During the fourth quarter of 1997, the Company re-evaluated
its investment in its horse racetrack facility, committed to a
plan to remove from service and replace a barge utilized by one
of its riverboat facilities and wrote-down to fair value land
that was contributed to a joint venture.  Impairment losses and
the write-down of assets totaling $7,357,000, were recorded in
the year ended March 31, 1997, and are detailed below.

     The Company has incurred losses operating the racetrack
since its acquisition, and has determined that due to flat or
declining demand for both live and simulcast pari-mutuel race
wagering that such operating losses will continue in the future
in the absence of additional forms of gaming at the facility.
Due to this and the continued lack of consensus within the State
of Kentucky governing body relating to the expansion of legalized
gaming, the Company has determined that its investment in the
racetrack i
is represents the approximate fair value of the property.

The barge at the riverboat facility is being removed from service
and will be replaced in 1998.  A replacement barge was purchased
in 1997.  The book value for the barge prior to the impairment
was $676,000.  It is estimated that, net of disposal costs, the
fair value of the barge is zero.

     In 1995, Players contributed land with a carrying value of
$4,944,000 to the joint venture.  The land was originally
purchased as the potential gaming site for the Company.  In the
fourth quarter of 1997, an audit of the joint venture was
completed which included an appraisal of the land determining its
fair market value to be $930,000.  This value was used as the
basis for recording the contribution of the land in the joint
venture records.  As a result, the Company reduced its investment
in the joint ven

Note 6 - Equity in Joint Venture

     In November, 1995, the Company formed a joint venture to co-
develop a riverboat casino complex with Harrah's in Maryland
Heights, Missouri, which opened in March, 1997.  The Company
holds a 50% interest in the joint venture.  The Company's
expected investment in the project including the investment in
the joint venture is $141,000,000, including pre-opening costs
but excluding capitalized interest, of which approximately
$124,000,000 had been expended as of March 31, 1997.  The
investment in the joint vent

     Summary condensed financial information for the joint
venture is as follows (dollars in thousands):

                                           Year Ended
                                         March 31, 1997
                                          (Unaudited)
Net revenues                             $     952
Pre-opening costs                            3,180
Depreciation and amortization                  847
Net loss                                     3,869


                                                As of
                                           March 31, 1997
                                             (Unaudited)
               Current  assets                $  25,646
               Current liabilties                19,864
               Total assets                     210,254
               Partners' Capital                190,390


     The net loss is net of development period interest income of
$1,421,000.

Note 7 - Income Taxes

     Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes.  Significant components of the Company's
deferred tax assets and liabilities are as follows:

                                                     March 31,
                                             (dollars in thousands)
                                               1997          1996
Deferred tax assets:

Excess capital loss over capital gain     $     266        $    -
State tax net operating loss carryforwards      991             -
Excess intangible assets basis                  542           564
Pre-opening, development and other costs      7,843         7,321
Accrued liabilities and prepaid expenses      7,230         2,698
Deferred revenue                                244           122
Accrual of directors' option expense            475           475
      Total deferred tax assets              17,591        11,180
Valuation allowance                         (1,536)             -
Deferred tax assets, net of 
valuation allowance                          16,055        11,180

Deferred tax liabilities:

Excess tax depreciation                     (7,751)        (2,718)
Prepaid expenses                            (1,769)          (507)
Other                                             -           (88)
Total deferred tax liabilities              (9,520)        (3,313)
Net deferred tax assets                  $   6,535      $   7,867

     The valuation allowance on the deferred tax assets consists
primarily of an allowance for state tax net operating loss
carryforwards.  In the opinion of Management, the remaining net
deferred tax asset is realizable, primarily based on the ability
to carry back further losses and recover previously paid taxes.

     Significant components of the provision (benefits) for
income taxes attributable to operations are as follows:

                                               Year ended March 31,
                                               (dollars in thousands)
                                          1997          1996           1995
Current:
Federal                            $  (25,777)     $  13,975       $ 23,263
State                                  (1,045)         2,745          4,451
Total current                         (26,822)        16,720         27,714

Deferred:
Federal                                   624         (2,199)          (89)
State                                     707           (251)            90
Total deferred                          1,331         (2,450)             1
Total provision (benefit)          ($ 25,491)      $  14,270       $ 27,715

     The 1997 net loss has been carried back to previous tax
years and will result in a refund of taxes previously paid.

     The reconciliation of income tax attributable to continuing
operations computed at the Federal statutory rates to income tax
expense is:
                                                Year ended March 31,

                                            1997        1996      1995
Federal statutory rate (benefit)           (35%)        35%        35%
State taxes on income, 
net of Federal income tax benefit           (1%)         4%         4%
Tax exempt interest income 
from municipal bonds                         -            -       (1)%
Financial statement provision rate (benefit)(36%)        39%       38%

Note 8 - Restructuring Charge

     The restructuring charge reflects the Company's decision to
significantly reduce its pursuit of development opportunities in
new or emerging jurisdictions and instead concentrate on
improving its existing operations. The one-time charge consists
principally of the net loss on the disposal of assets held for or
used in development activities and the cost of employee severance
arrangements. This resulted from the sale of the Players I
riverboat, which was previously held for future deployment, and a
corporate aircraft, the closure of two development offices and
the retirement or termination of 21 senior management and staff.
The affected employees included those specifically responsible
for the Company's developmental activities and others affected by
the Company's revised business plan.

Note 9 - Other Long-Term Liabilities

A summary of other long-term liabilities follows:
                                                     March 31,
                                             (dollars in thousands)
                                               1997           1996
Long-term portion of liabilities 
related to purchase of a riverboat        $     800       $   1,600
Net present value of estimated 
future payments to purchase a hotel          25,161          25,336
Other                                            91             164
                                          $  26,052       $  27,100

     In August 1995 the Company acquired a hotel for $6,700,000
plus future payments based on the number of passengers boarding
the riverboat casinos contiguous to it over the ensuing 28 years.
The estimated future payments were discounted at 11 % and
recorded at their net present value.  Actual payments in excess
of the amortization of the net present value of estimated future
payment are recorded as contingent payments (see Note 14).

Note 10 - Long-Term Debt

A summary of long-term debt is as follows:
                                                   March 31,
                                           (dollars in thousands)
                                            1997          1996
Senior Notes, interest at 10-7/8% payable 
semi-annually on April 15 and October 15, due 2005 
(fair value based on quoted market price is approximately
$155,250 and $150,750 for the years ended March 31, 1997 and 1996,  
respectively)
                                        $   150,000   $   150,000
Note payable under reducing revolving credit agreement, weighted
average interest rate of 9.10% and 8.50% for years ended March 31, 1997 
and 1996, respectively (carrying amount approximates fair value)
                                             46,000         3,000
                                            196,000       153,000
Less current portion                        (8,500)             -
                                        $   187,500   $   153,000

     On August 25, 1995, the Company entered into a $120,000,000
revolving credit agreement (the "Credit Facility") with a
consortium of banks (the "Banks").

     Following a waiver by the Banks of a default of the Credit
Facility's minimum EBITDA covenant as of September 30, 1996, the
Company and the Banks reached an agreement that revised the terms
of the Credit Facility (the "Revised Credit Facility") in
December 1996.  As a result of these revisions, the Company
expensed $2,744,000 of unamortized loan costs relating to the
Credit Facility.

     In connection with the sale of Mesquite in March 1997, the
terms of the Revised Credit Facility were changed to:  (i) permit
the sale of  Mesquite; (ii) reduce the credit line from
$120,000,000 to $69,500,000; and (iii) reduce the credit line to
$60,000,000 on June 30, 1997 at the time of the second closing of
the sale of  Mesquite.

The Revised Credit Facility is collateralized by all the
Company's property and equipment, contract rights, leases,
intangibles and other security interest related to primarily the
company's operating properties.  The Revised Credit Facility
agreement contains restrictive  financial covenants requiring the
Company to maintain a specified tangible net worth and to meet
certain financial ratios among which is a minimum quarterly
EBITDA requirement.  The Revised Credit Facility agreement also
contains covenants that restrict the ability of the Company to,
among other things, incur additional debt, make significant
capital contributions, commit funds to new business ventures, pay
dividends or repurchase shares.

Minimum quarterly (non-cumulative) EBITDA requirements are as
follows:

                    Quarter Ended                     Minimum
EBITDA Requirement  March 31, 1997             $   6.5 million
                    June 30, 1997                  9.0 million
                    September 30, 1997            12.0 million
                    December 31, 1997             11.0 million
                    March 31, 1998                11.5 million

The Company met the EBITDA requirement for the quarter ended
March 31, 1997, and is confident that, based on operating results
through May, 1997, it will exceed the requirement for the quarter
ending June 30, 1997.  Based on the operating budget for fiscal
1998, the Company believes that it will also meet or exceed the
minimum requirement for each of the other three quarters.  In
light of the competitive environment in which the Company
operates, however, such attainment is not guaranteed and it is
possible that an event of default could occur if operating
results are significantly below budget.  The Company expects to
receive a federal tax refund of approximately $22 million during
the quarter ending September 30, 1997.  In connection with the
receipt of these funds and their possible utilization to further
reduce outstanding borrowings under the Revised Credit Facility,
the Company anticipates commencing negotiations with the Banks
and/or other lenders to refinance the remaining borrowings under
the Revised Credit Facility.  If the Company fails to meet any
covenant under the Revised Credit Facility, the lender may, at
its option, give notice that amounts owed are immediately due and
payable.  Accelerated maturity of the Revised Credit Facility by
the lender would require management to complete a restructuring
or refinancing of the Revised Credit Facility or implement
actions to obtain cash from other sources to repay the Revised
Credit Facility.  Management believes it is capable of completing
a restructuring or refinancing of amounts currently outstanding
and that failure to meet any covenant will not have a material
adverse affect on the accompanying financial statements.

     The interest rate on the Revised Credit Facility is
currently 2.5% above the bank's prime rate and is scheduled to
increase by 0.5% per quarter beginning October 1, 1997.
Commitments under the Revised Credit Facility will be reduced as
follows:

Date                         Scheduled Commitment Reduction
September 30, 1997           $  7,500,000
December 31, 1997               7,500,000
March 31, 1998                  7,500,000
June 30, 1998                  37,500,000

     During 1997, maximum borrowings under the Credit Facility or
Revised Credit Facility did not exceed $60,000,000.



Note 11 - Stockholders' Equity

During 1996, the Company repurchased a total of 672,100 shares of
its common stock for a total cost of $7,294,000. On January 29,
1997, the Company announced that its Board of Directors has
approved the adoption of a Stockholders' Rights Plan, subject to
the receipt of necessary gaming approvals.  The Plan is designed
to ensure that all stockholders of the Company receive fair value
for their Common Shares in the event of any proposed takeover and
to guard against the use of partial tender offers or other
coercive tactics to gain control of the Company without offering
fair value to stockholders.


Note 12 - Common Stock Options and Warrants

     The Company has four stock option plans, the 1985 Incentive
Stock Option Plan ("1985 Plan") for employees covering 600,000
shares of common stock, the 1990 Incentive Stock Option and Non-
Qualified Option Plan covering 1,200,000 shares of common stock
("1990 Plan"), the 1993 Incentive Stock Option and Non-Qualified
Option Plan covering 3,000,000 shares of common stock ("1993
Plan"), and the 1994 Directors Stock Incentive Plan ("1994 Plan")
covering 900,000 shares of common stock.  As of March 31, 1997,
the Company had 71,449 shares under the 1990 Plan, 1,515,500
shares under the 1993 Plan and 498,750 shares under the 1994 Plan
available for issuance in connection with future stock options
that may be granted.  The 1985 Plan expired on April 22, 1995,
therefore, no additional grants may be made, although outstanding
awards may be exercised.  Options granted are generally
exercisable between three and ten years from date of grant.

     In addition to the foregoing plans, 347,877 other options
and 150,000 warrants were outstanding as of March 31, 1997.
Summarized information for all stock options and warrants is as
follows:

                          1997                1996                1995
                   Options/   Weighted Options/  Weighted  Options/  Weighted
                   Warrants   Average  Warrants  Average   Warrants  Average
                              Exercise          Exercise             Exercise
                              Price              Price               Price
Outstanding at
beginning of year     
                   6,335,502  $ 9.54   6,027,767  $ 9.16   6,624,318 $ 4.42
Granted:
Exercise price
equals market price

                     491,750  $ 7.65     528,250  $13.26   2,322,000 $ 14.60
Exercise price exceeds
market price       1,082,300  $ 8.17           -       -     150,000 $ 15.80
Exercised        (2,100,000)  $ 2.67   (187,165)  $ 6.94 (3,018,041) $  3.23
Expired or
canceled         (2,529,024)  $14.24    (33,350)  $14.20    (50,510) $ 11.42
Outstanding 
at end of year     3,280,528  $ 9.58   6,335,502  $ 9.54   6,027,767 $  9.16
Options exercisable
at end of year     2,056,351  $10.05   3,851,005  $ 6.48   2,764,133 $  5.28

Weighted average 
fair value of options granted:
Equal to market price      -  $ 7.65           -  $13.26           - $ 14.60
Greater than market price  -  $ 7.23           -       -           - $ 13.17

     In 1997, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 123-Accounting for Stock Based
Compensation ("SFAS 123").   SFAS 123 is effective for fiscal
years beginning after December 15, 1995 and provides, among other
things, that companies may elect to account for employee stock
options using a fair value-based method or continue to apply the
intrinsic value-based method prescribed by Accounting Principal
Board Opinion No. 25 ("APB 25").

          Under the fair value-based method prescribed by SFAS
123, all employee stock option grants are considered
compensatory.  Compensation cost is measured at the date of grant
based on the estimated fair value of the options exercise price,
the expected life of the option, the volatility of the stock,
expected dividends on the stock and the risk-free interest rate
over the expected life of the option.  Under APB 25, generally
only stock options that have intrinsic value at the date of grant
are considered compensatory.  Intrinsic value represents the
excess, if any, of the market price of the stock at the grant
date over the exercise price of the options.  Under both methods,
compensation cost is charged to earnings over the period the
options become exercisable.

     As permitted by SFAS 123, the Company has elected to
continue to apply the intrinsic value-based method for employee
stock options.  Accordingly, no compensation cost has been
recognized.

     The following table discloses the Company's pro forma net
income and net income per share assuming compensation cost for
employee stock options had been determined using the fair value-
based method prescribed by SFAS 123.  The table also discloses
the weighted-average assumptions used in estimating the fair
value of each option grant on the date of grant using the Black-
Scholes option pricing model.  The model assumes no expected
future dividend payments on the Company's common stock for the
options granted in both fiscal years 1997 and 1996.



                                                Year ended March 31,

                                           1997                      1996
Net income (loss)
As reported                        $    (46,298)              $    22,320
   Pro forma                            (49,318)                   21,587

Net income (loss) per share, 
assuming full dilution
As reported                      $        (1.56)            $        0.70
   Pro forma                              (1.66)                     0.67
Weighted-average assumptions
   Expected stock price volatility        57.48%                   55.27%
   Risk-free interest rate                 6.38%                    6.48%
   Expected option lives                   3.4 years                4.7 years

     Because the provisions of SFAS No. 123 have not been applied
to options granted prior to April 1, 1995, and due to the
issuance in fiscal year 1997 of a large option grant under the
special program discussed below, the resulting pro forma
compensation cost for the years presented may not be
representative of that to be expected in future years.

     Given the competitive environment in which the Company
operates and the need to retain and provide incentive for key
management, the Company's Board of Directors was concerned by the
large number of outstanding options with an exercise price above
the current market price of the stock.  To restore the intended
incentive offered to employees by stock option grants, during
fiscal year 1997, the Company approved a special program which
enabled certain option holders to consent to the cancellation of
certain outstanding stock options, whether vested or unvested, in
exchange for a grant of new stock options with an option price
based on a minimum of 110% of the current market price of the
Company's stock.  The new options vest in five equal annual
installments commencing September 19, 1996.  In total, 1,442,900
options with an average exercise price of $13.59 per share were
canceled in exchange for 842,300 new options with an average
exercise price of $7.91 per share.

     The following table summarizes information regarding stock
options and warrants outstanding at March 31, 1997.


                         OPTIONS OUTSTANDING        
Range of             Number       Weighted Average      Weighted Average
Exercise Prices      Outstanding  Remaining Contractual Exercise Price
                                  Life

$0.8933 - $7.5625    903,528      2.87                  $  6.4260
$7.7000 - $8.4700    984,300      3.72                  $  7.8760
$9.1250 - $11.8333   902,700      2.04                  $ 11.0284
$13.5625 -$19.3333   490,000      2.05                  $ 16.1690

$0.8933 - $19.3333 3,280,528      2.78                  $  9.5828

                        OPTIONS EXERCISABLE
Range of
Exercise Prices      Number Exercisable             Weighted Avereage
                                                    Exercise Price
$0.8933 - $7.5625    595,528                            $  6.0655
$7.7000 - $8.4700    478,460                            $  7.7724
$9.1250 - $11.8333   597,863                            $ 11.5928
$13.5625 - $19.3333  384,500                            $ 16.6660

$0.8933 - $19.3333   2,056,351                          $ 10.0517

Note 13 - Employee Benefit Plans

     The Company has a defined contribution plan that provides
retirement benefits for participating employees. Eligible
employees may elect to participate by contributing a percentage
of their pre-tax earnings to the plan.  Employee contributions to
the plan, up to certain limits, are matched at 25% by the
Company.  The Company's contribution expense for the plan was
$385,000, $321,000 and $224,000 for the years ended March 31,
1997, 1996 and 1995, respectively.

Note 14 - Commitments and Contingencies

     The Company leases office space, land and equipment under
operating leases expiring at various dates through December 2011.
The minimum annual payments under non-terminable lease agreements
at March 31, 1997 are as follows (dollars in thousands):

     Year ending March 31
     1998         $   4,804
     1999             3,970
     2000               358
     2001                48
     Thereafter          92
                  $   9,272

     In May 1997, the Company renegotiated a lease agreement with
its slot machine vendor to purchase the slot machines and
terminate the existing lease agreement.  This decision will
reduce the annual lease payments in 1998 and 1999 by $3,400,000
in each of the respective years.

     Rent expense for all operating leases was as follows:
                                          Year ended March 31,
                                         (dollars in thousands)
                                      1997      1996      1995
Minimum rentals                     $ 2,016  $  4,227  $  2,213
Contingent payments                   3,807     2,590     3,236
                                    $ 5,823  $  6,817  $  5,449

     For the fiscal years ended March 31, 1997, 1996 and 1995,
$262,000,  $232,000 and $101,000, respectively, of rent expense
is included in pre-opening and gaming development costs in the
accompanying consolidated statements of operations.

     The Company and its subsidiaries are defendants in certain
litigation.  In the opinion of management, based upon the advise
of counsel, the aggregate liability, if any, arising from such
litigation will not have a material adverse effect of the
accompanying consolidated financial statements.

     Showboat Star Partnership, a subsidiary of the Company, was
served with a petition captioned J.A. Miller, et al. v. Showboat
Star Partnership, et al. on or about February 27, 1997, Docket
No. 10-14544, in the 38th Judicial District Court, Parish of
Cameron, State of Louisiana.  The plaintiffs, a group of oyster
fisherman, allege in the petition that on or about February 2,
1997, the Star Riverboat discharged raw sewage and other
hazardous and toxic substances from the bilge of the vessel into
Lake Charles.  Plaintiffs further allege that since 1994 the Star
Riverboat and the Players Lake Charles Riverboat have discharged
raw sewage and other hazardous and toxic substances into Lake
Charles which is part of the Calcasieu Estuary.  Plaintiffs claim
that alleged acts of the Company have resulted in great damage to
natural oyster beds forty-three (43) miles down river in Cameron
Parish, resulting in oysters situated thereon to become dangerous
and unfit for human consumption and/or preventing the oyster
fishermen from harvesting said oysters.  The oyster fishermen are
claiming both compensatory and punitive damages.  The matter is
in the early stages of litigation.  The Company has filed several
motions in response to the petition including motions to dismiss
the action.  The Company cannot estimate at this time what
effect, if any, an unfavorable outcome would have.

Note 15 - Transactions with Related Parties

     Marshall Geller, a member of the board of directors, by a
Company owned by Edward Fishman, Chairman, and David Fishman,
Vice Chairman of the Company, were paid $50,000 during the year
ending March 31, 1996, in consideration for consulting services
rendered.

     The Company purchases promotional items from a company owned
by certain directors and officers of the Company.  During the
years ended March 31, 1997, 1996 and 1995, the Company paid
$312,000, $1,052,000, and $306,000, respectively, for such items.

     Mr. Merv Griffin, a major stockholder of the Company entered
into a contract dated July 18, 1995 for the production of theater
shows at its Mesquite property.  Under the contract, which
expired on March 7, 1996, the Company paid an aggregate of
$396,000 to the affiliate.

     During fiscal year 1997, the Company entered into an
agreement with a company controlled by a major stockholder of the
Company to modify its license agreement, under which this
individual acted as the public representative for all of the
Company's riverboat and dockside casinos, to reflect the
extension of its terms to the Company's second riverboat casino
in Lake Charles and its land-based casino in Mesquite effective
as of the opening of each facility.  The fees that would have
been payable with respect to these two additional facilities were
replaced with one lump-sum payment of approximately $300,000 for
services at these facilities through the period ending December
31, 1996.




EXHIBIT 21
PLAYERS INTERNATIONAL, INC.
SUBSIDIARIES OF THE COMPANY


Subsidiary                              State of Incorporation or Organization

Metropolis, IL 1292 Limited Partnership Illinois
PCI, Inc.                               Nevada
Players Bluegrass Downs, Inc.           Kentucky
Players Development, Inc.               Nevada
Players Entertainment, Inc.             Nevada
Players Holding, Inc.                   Nevada
Players International, Inc.             Nevada
Players Lake Charles, LLC               Louisiana
Players Lake Charles Riverboat, Inc.    Louisiana
Players LC, Inc.                        Nevada
Players Maryland Heights, Inc.          Missouri
Players MH, L.P.                        Missouri
Players Maryland Heights Nevada, Inc.   Nevada
Players Mesquite Golf Club, Inc.        Nevada
Players Mesquite Land, Inc.             Nevada
Players Nevada, Inc.                    Nevada
Players Resources, Inc.                 Nevada
Players Riverboat, LLC                  Louisiana
Players Riverboat, Inc.                 Nevada
Players Riverboat Management, Inc.      Nevada
Players Services, Inc.                  New Jersey
Riverfront Realty Corporation           Illinois
Riverside Joint Venture                 Missouri
Showboat Star Partnership               Louisiana
Southern Illinois Riverboat/Casino Cruises, Inc.Illinois
WCBJ Enterprises, Inc.                  California