Exhibit 10.81
Madamba Agreement

                               -5-
                            AMENDMENT

          THIS  AMENDMENT, dated as of March 23, 1999, is between
Players  International, Inc. (together with  its  successors  and
assigns, the "Company") and Patrick Madamba, Jr. ("Executive").

                      W I T N E S S E T H:

     WHEREAS,  the  Company  and  Executive  are  parties  to  an
Employment  Agreement dated as of March 31, 1997  as  amended  by
Amendments dated as of August 31, 1998 and November 12, 1998 (the
"Employment Agreement"); and

     WHEREAS,  the  Company, Jackpot Enterprises,  Inc.  and  JEI
Merger Corp. are parties to an Agreement and Plan of Merger dated
as  of February 8, 1999 (the "Merger Agreement"), Section 5.11(d)
of  which  calls  for  the resignation of  Executive  as  of  the
effective date of the merger contemplated by the Merger Agreement
(the "Merger");

     WHEREAS, the Executive and the Company, with the consent  of
Jackpot Enterprises, Inc. and JEI Merger Corp. wish to accelerate
the  effective date of Executive's resignation to April 7,  1999,
while  preserving  Executive's right to receive the  compensation
and  benefits  to  which  he would have  been  entitled  had  his
employment  continued through the effective date of  the  Merger;
and

     WHEREAS,  the  Company and Executive now wish to  amend  the
Employment  Agreement to memorialize the arrangements  that  will
apply to Executive's Termination of Employment from the Company.

     NOW,  THEREFORE, in consideration of the premises and mutual
covenants  contained  herein  and for  other  good  and  valuable
consideration,  the  Company and Executive  agree  to  amend  the
Employment Agreement as follows:

       1.   The following new definition is added at the  end  of
Paragraph 1:

          "(n)  "Termination by Mutual Consent in Anticipation of
a  Change  in  Control"  shall  mean Executive's  termination  of
employment  from the Company in anticipation of the  consummation
of  a merger transaction, with the consent of all parties to  the
operative merger agreement."

       2.   Paragraph 9(c) is amended in its entirety to read  as
follows:

               (a)

               (b)

               (c)    Termination  Without  Cause;   Constructive
          Termination  without  Cause;  Termination   by   Mutual
          Consent in Anticipation of a Change in Control.  In the
          event  Executive's  employment  is  terminated  by  the
          Company  without  Cause  (which  shall  not  include  a
          termination pursuant to Paragraph 9(a) or 9(d))  or  in
          the  event of a Constructive Termination Without Cause,
          or  in the event of a Termination by Mutual Consent  in
          Anticipation  of  a Change in Control, Executive,  upon
          executing and not revoking a release of the Company  as
          to  all matters arising in the course of his employment
          by the Company and the termination thereof, in the form
          attached  as  Exhibit  A to this  Amendment,  shall  be
          entitled to receive:

                    (i)   unpaid  Base  Compensation  earned   or
               accrued  through  his date of termination  and  an
               additional payment equal to the payments  of  Base
               Compensation  that would have been made  over  the
               six month period immediately following termination
               of employment, had Executive's employment with the
               Company  continued, at the rate in effect  at  the
               time  of his termination, in a cash lump-sum,  not
               later  than three (3) days following the later  of
               termination    of   Executive's   employment    or
               expiration  of the Revocation Period provided  for
               in paragraph 1(a) of the Release annexed hereto as
               Exhibit A;

                    (ii)   a  lump  sum cash payment representing
               the  balance of your annual performance bonus  for
               the Company's fiscal year ended March 31, 1999, in
               an  agreed amount of $25,000, at the same time  as
               the payment made under clause (i) above;

                    (iii)   reimbursement for  expenses  incurred
               but not yet reimbursed by the Company pursuant  to
               Paragraph  8,  promptly  following  submission  of
               request for same;

                    (iv)   the  immediate vesting  of  all  stock
               options  held  by  Executive, notwithstanding  the
               terms of any such grant to the contrary, with  the
               ability to exercise any such options for 12 months
               following the date of termination or, if there  is
               a   Pre-October  1999  Agreement,  as  hereinafter
               defined, for such longer or shorter period  as  is
               provided  in Section 9(d) hereof, but in no  event
               after  the fifth anniversary of the date of grant;
               and

                    (v)   for  a  period of six months  following
               termination  of  employment  (or  for  any  longer
               period  provided  under  Paragraph  9(d)  of   the
               Employment  Agreement,  as  herein  amended,  (the
               "Continuation  Period")),  continued  payment   or
               provision  of  all executive medical,  dental  and
               long-term  disability benefits to which  he  would
               have  been  entitled had his employment  with  the
               Company continued (provided, however, that in  the
               event  the  Company  is precluded  from  providing
               coverage under any such program by applicable  law
               or  regulation, it may choose to provide Executive
               with a payment equal to the Company's cost of such
               coverage, without regard to tax effect (a "Benefit
               Commutation Payment")).  The Company shall provide
               Executive with continuation coverage rights  under
               the    Federal    Consolidated   Omnibus    Budget
               Reconciliation  Act  of 1985,  as  amended,  which
               shall  commence, as applicable, on (i) October  6,
               1999,  (ii) such earlier date as the Company shall
               have   made  a  Benefit  Commutation  Payment   to
               Executive,  or (iii) notwithstanding  clause  (ii)
               above,   if   a   Completed  Change   in   Control
               Transaction  occurs, as hereinafter defined,  upon
               the  expiration of the period for which  continued
               Employee  Benefits  are required  to  be  provided
               under  Paragraph  9(d)  of Executive's  Employment
               Agreement, or on such earlier date as the  Company
               shall have made a Benefit Commutation Payment with
               respect to such Paragraph 9(d) benefits.

               Notwithstanding  the foregoing,  Executive  agrees
               that  upon a Change in Control (as defined in  the
               Employment   Agreement),  the  Company   may,   if
               required  by  the  Change  in  Control  agreement,
               require  that Executive surrender for cancellation
               all of Executive's outstanding options in exchange
               for a cash payment equal to the amount (if any) by
               which  the  Change in Control Price of  the  stock
               underlying   Executive's   options   exceeds   the
               applicable  option price, and, in that event,  all
               such  options will be canceled (without regard  to
               whether the fair market value of the stock exceeds
               the option price at such time).

       3.  Paragraph 9(d) is amended by adding a new paragraph to
the end to read as follows:

               If  Executive's employment terminates by reason of
          a  Termination by Mutual Consent in Anticipation  of  a
          Change  in Control pursuant to Paragraph 9(c)  and  the
          Merger  thereafter  occurs, or if such  Merger  is  not
          consummated  and  the  Company  has  entered   into   a
          definitive merger agreement on or before September  30,
          1999  to effect a Change in Control transaction with  a
          party  which received active consideration by the Board
          before  April 7, 1999 (a "Pre-October 1999 Agreement"),
          a  list  of which parties is attached on Exhibit  B  to
          this Agreement, the consummation of any such Change  in
          Control  (a  "Completed Change in Control Transaction")
          shall  be  considered a "Termination Upon a  Change  in
          Control"  for purposes of this Agreement, and Executive
          shall  be entitled to receive the payments and benefits
          described  in  this Paragraph 9(d) upon the  Change  in
          Control.  The payments and benefits described  in  this
          Paragraph 9(d) shall be provided promptly following the
          consummation  of  the  Change in  Control  and,  unless
          otherwise  agreed by the parties in writing,  shall  be
          determined by reference to the benefit that would  have
          been  paid  assuming a Termination  Upon  a  Change  in
          Control  had  occurred on April 7, 1999.   Any  amounts
          previously  paid to Executive upon his  termination  of
          employment under Paragraph 9(c)(i) relating to  periods
          following  his  termination  of  employment,  or  under
          Paragraph (9)(c)(v) relating to continuation of certain
          benefits, shall be credited against the payments to  be
          made  under  this  Paragraph  9(d).   For  purposes  of
          subparagraph   (v)   of   this   Paragraph   9(d)   and
          subparagraph  (iv)  of Paragraph  9(c)  above,  all  of
          Executive's    outstanding   stock    options    shall,
          notwithstanding any provision of the option  agreements
          to  the  contrary,  continue in  effect  and  Executive
          shall,  unless  such  options are  sooner  canceled  in
          accordance with the provisions of the Merger  Agreement
          (or   any   similar  provision  of  any  other   merger
          agreement),   have   the  ability   to   exercise   his
          outstanding  stock options until the date which  is  12
          months following the Change in Control, but in no event
          shall  the  options remain in effect  after  the  fifth
          anniversary of the date of grant.

       4.  The Company shall extend to Executive the benefits  of
Section  5.9 of the Merger Agreement, provided the Merger occurs.
If  the Merger does not occur and a Pre-October 1999 Agreement is
hereafter  entered into and a merger pursuant to  such  agreement
occurs, the Company shall extend to Executive the benefits of any
provision  that  is included in such Pre-October  1999  Agreement
that  is  similar  to Section 5.9 of the Merger  Agreement.   The
Company  agrees  that  it will continue to  advance  promptly  to
Executive,  following  his termination  of  employment  from  the
Company,  all  amounts  reasonably  incurred  by  Executive   for
attorney's  fees  and expenses in defending any  and  all  civil,
criminal,  administrative  or  investigative  actions,  suits  or
proceedings,  including grand jury proceedings,  related  to  the
Company's development and operation of riverboat casino complexes
in Louisiana ("Proceedings"), until the final disposition of such
Proceedings,  in  each  case subject to  Executive's  Undertaking
dated  June 16, 1998 (the "Undertaking") to repay to the  Company
amounts  so  advanced in accordance with the  terms  thereof  and
Executive  agrees  to  cooperate fully, at reasonable  times  and
subject   to  reimbursement  from  the  Company  of  all  related
expenses,   with  the  Company  and  any  governmental  authority
regarding  the  Proceedings until the final  disposition  of  the
Proceedings.  The Company represents that the Executive has  been
debriefed  by  Company's outside counsel  regarding  all  of  his
activities  from  January 1993 to date  in  connection  with  the
Louisiana Riverboat Casino Complexes.  The Company represents and
warrants  that, as of the date of this Amendment, (i) it  has  no
knowledge that any wrongful acts have been committed by Executive
and  (ii) it has not filed, asserted or commenced any complaints,
claims, actions or proceedings of any kind against Executive with
any  federal,  state or local court, or with any  administrative,
regulatory  or  arbitration agency or body.  The Company  further
agrees  that it will not file, assert or commence any  complaint,
claim,  action  or proceeding of any kind against Executive  with
any  federal,  state  or local court with or any  administrative,
regulatory  or  arbitration agency or body with  respect  to  any
matter  from  the  beginning of the world  to  the  date  of  his
termination of employment, other than to enforce its rights under
the provisions of the Release, the Undertaking, the Amendment  or
the  Employment  Agreement.   The foregoing  provisions  of  this
Paragraph 4 shall be in addition to and shall in no way limit any
rights   which  Executive  may  have  under  (i)  Nevada  Revised
Statutes,  Title  7,  Chapter 78.751,  (ii)  Article  IX  of  the
Company's  By-laws,  (iii)  the Employment  Agreement,  (iv)  the
Undertaking,  (v) the Merger Agreement, and (vi)  directors'  and
officers'  and all other liability insurance policies  maintained
by the Company.

       5.   Executive  shall continue to make himself  reasonably
available  to  the  Company  for  a  period  of  one  year   from
Executive's  termination of employment to  advise  on  transition
matters  as  to  which Executive has knowledge; provided  however
that (i) Executive's services shall not exceed 15 hours per month
and  (ii) Executive may provide such services at reasonable times
so  as  not  to  interfere  with his obligations  resulting  from
employment   or   self-employment   activities   following    his
termination of employment from the Company.  In consideration  of
the  performance  by  the Company of its obligations  under  this
Agreement,  Executive  agrees to provide  such  services  without
additional compensation from the Company; provided, however, that
the  Company shall reimburse Executive for his reasonable out-of-
pocket expenses incurred in the performances of services rendered
hereunder.

       6.  Defined terms used in this Amendment and not otherwise
defined  shall  have  the  same meanings  as  set  forth  in  the
Employment Agreement.

       7.   In all respects not amended, the Employment Agreement
is  hereby ratified and confirmed, including, without limitation,
Paragraphs 9 through 22 thereof, inclusive.

     IN  WITNESS  WHEREOF,  the undersigned  have  executed  this
Amendment as of the date first above written.


                                   PLAYERS INTERNATIONAL, INC.



                                   Howard A. Goldberg
                                   Chief Executive Officer



                                   Patrick Madamba, Jr.


AGREED AND ACCEPTED:               JACKPOT ENTERPRISES, INC.



                                   By:  Don R. Kornstein
                                   Its: Chief Executive Officer


                                   JEI MERGER CORP.



                                   By:  Don R. Kornstein
                                   Its: Chief Executive Officer

Exhibit A


                        RELEASE AGREEMENT

     1.   Representation by Counsel/Revocation.  (a) By executing
this  Release,  Executive acknowledges that:   (i)  he  has  been
advised  by  the  Company  to consult  with  an  attorney  before
executing  this Agreement and has consulted and been  represented
by  the  law  firm  of  Willkie Farr &  Gallagher  in  connection
therewith;  (ii) he has been provided with at least a  twenty-one
(21)  day  period  to review and consider whether  to  sign  this
Agreement and that by executing and delivering this Agreement  to
the  Company, he is waiving any remaining portion of such twenty-
one  (21) day period; and (iii) he has been advised that  he  has
seven  (7) days following execution to revoke it (such seven  day
period being the "Revocation Period").

            (b)    This  Agreement  will  not  be  effective   or
enforceable  until  the  Revocation  Period  has  expired.   Such
revocation  shall  only  be effective if an  originally  executed
written  notice thereof is delivered to the Company on or  before
5:00 p.m. on the seventh day after execution of this Release.  If
so  revoked, this Agreement shall be deemed to be void ab  initio
and of no further force and effect.

     2.      Release.  As a material inducement to the Company to
enter into the Amendment to which this Release is annexed, and in
consideration  of  its  agreements  and  obligations  under   the
Amendment  dated  as of March 23, 1999 to which this  Release  is
attached  (the  "Amendment")  and for  other  good  and  valuable
consideration,  the  receipt of which is hereby  acknowledged  by
Executive,  Executive  hereby  irrevocably,  unconditionally  and
generally  releases, remises and forever discharges,  as  to  all
matters  set  forth  below  which are  not  within  the  "Release
Exclusions" as defined in Paragraph 3 below, the Company and  its
subsidiaries  and  each of their respective affiliates,  officers
and   directors,   and  the  heirs,  executors,   administrators,
receivers,  successors  and  assigns  of  all  of  the  foregoing
(collectively,  "Releasee"),  from,  and  hereby  waives   and/or
settles,  any  and all actions, causes of action,  suits,  debts,
sums  of  money, agreements, promises, damages, or any liability,
claims  or demands, known or unknown and of any nature whatsoever
and which Executive ever had, now has or hereafter can, shall  or
may  have, for, upon, or by reason of any matter, cause or  thing
whatsoever  from the beginning of the world to the date  of  this
release,   to  the  extent  not  within  the  Release  Exclusions
(collectively, "Claims"), arising directly or indirectly pursuant
to  or out of his employment with the Company, the performance of
services  for  the Company or any Releasee or the termination  of
such   employment   or   services  and,   specifically,   without
limitation,  any  rights  and/or  Claims  (a)  arising  under  or
pursuant  to any contract, express or implied, written  or  oral,
including, without limitation, the Employment Agreement; (b)  for
wrongful  dismissal  or  termination of employment;  (c)  arising
under  any federal, state, local or other statutes, orders, laws,
ordinances, regulations or the like that relate to the employment
relationship  and/or  that specifically  prohibit  discrimination
based upon age, race, religion, sex, national origin, disability,
sexual  orientation  or  any  other  unlawful  bases,  including,
without limitation, the Age Discrimination in Employment  Act  of
1967,  as  amended,  29 U.S.C.  621 et. seq. ("ADEA")  the  Civil
Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and
1871,  as  amended,  the  New Jersey labor  and  employment  laws
(including,  without  limitation,  the  New  Jersey  Law  Against
Discrimination), and applicable rules and regulations promulgated
pursuant to or concerning any of the foregoing statutes; (d)  for
tort,   tortious  or  harassing  conduct,  infliction  of  mental
distress, interference with contract, fraud, libel, defamation or
slander;  and  (e)  for damages, including,  without  limitation,
punitive   or  compensatory  damages  or  for  attorneys'   fees,
expenses, costs, wages, injunctive or equitable relief.

     3.      Release Exclusions.  This Release shall not apply to
any  rights  or  Claims that Executive has or  may  have  (I)  to
receive the benefits to which he is entitled under the Amendment,
(II)  arising under Paragraphs 7 through 9 and 13 through  20  of
the  Employment Agreement, (III) to indemnification  pursuant  to
Nevada  Revised Statutes, Title 7, Chapter 78.751 and Article  IX
of  the Company's By-Laws, (IV) to seek coverage under directors'
and officers' liability insurance policies maintained or required
to  be  maintained  by the Company and (V) to assert  affirmative
defenses,  other  defenses,  rights of  contribution,  and  other
rights  he may have in respect of claims asserted by any Releasee
or  any  other  person or entity against Executive  (the  matters
referenced in this Paragraph 3 are referred to in Paragraph 2  as
the "Release Exclusions").

     4.     Notwithstanding Executive's termination of employment
in  consideration of Executive's execution of this Agreement, the
Company  shall pay or cause to be paid or provided to  Executive,
subject to applicable employment and income tax withholdings  and
deductions,  all amounts and benefits required to be provided  by
the Amendment.

     5.    Executive agrees and acknowledges that the Company, on
a  timely  basis,  has paid, or agreed to pay, to  Executive  all
amounts  due and owing based on his prior services in  accordance
with  the terms of the Employment Agreement and that the  Company
has no obligation, contractual or otherwise, to Executive, except
as required to be provided by the Amendment, nor does it have any
obligation to hire, rehire or re-employ Executive in the future.

     6.      Executive agrees and reaffirms that Paragraphs 10(c)
and   (d)   of  the  Employment  Agreement,  as  to  Confidential
Information,   shall   continue  to  apply  notwithstanding   the
termination of Executive's employment, and that the Company shall
be  entitled to all remedies available under Paragraph 11 of  the
Employment Agreement in enforcing its rights hereunder as well as
under Paragraphs 10(c) and (d) of the Employment Agreement.

     7.          Executive  further  agrees  and  reaffirms  that
Paragraphs  10(a),  (b),  (e), (f)  and  (g)  of  the  Employment
Agreement,  as  to  Non-Competition, non-solicitation  and  other
agreements   shall   continue   to  apply   notwithstanding   the
termination of Executive's employment, and that the Company shall
be  entitled to all remedies available under Paragraph 11 of  the
Employment Agreement in enforcing its rights hereunder as well as
under Paragraph 10 of the Employment Agreement.

     8.    Executive further agrees and covenants that, except as
may   be  required  to  enforce  his  rights  under  the  Release
Exclusions,  neither  he, nor any person, organization  or  other
entity  on his behalf, will file, charge, claim, sue or cause  or
permit  to  be  filed, charged, or claimed, any action,  suit  or
legal   proceeding   for  personal  relief   (including   without
limitation  any  action  for  damages,  injunctive,  declaratory,
monetary  or  other  relief) against the Company,  involving  any
matter occurring at any time in the past up to and including  the
date  of  this Agreement, or involving any continuing effects  of
any actions or practices which may have arisen or occurred up  to
and  including  the  date  of this Agreement,  including  without
limitation any charge of discrimination under ADEA, Title VII  of
the  Civil  Rights Act of 1964, as amended, 42 U.S.C.  2000e  et.
seq.,  the Workers' Compensation Act or state or local laws.   In
addition, Executive further agrees and covenants that should  he,
or  any other person, organization or entity on his behalf, file,
charge,  claim, sue or cause or permit to be filed,  charged,  or
claimed,   any   action   for  damages,   including   injunctive,
declaratory, monetary or other relief, despite his agreement  not
to  do so hereunder, or should he otherwise fail to abide by  any
of  the terms of this Agreement, the Employment Agreement or  the
Amendment,  then  the  Company will be relieved  of  all  further
obligations  owed hereunder, he will forfeit all monies  paid  to
him  hereunder and he will pay all of the costs and  expenses  of
the  Company (including without limitation reasonable  attorneys'
fees) incurred in the defense of any such action or undertaking.

     9.      Executive hereby agrees and acknowledges that, under
this  Agreement  and  the Amendment, the Company  has  agreed  to
provide  him with compensation and benefits that are in  addition
to  any  amounts to which he otherwise would have  been  entitled
under  the  Employment Agreement or otherwise in the  absence  of
this   Agreement,  and  that  such  additional  compensation   is
sufficient  to support the covenants and agreements by  Executive
herein.

     10.       Executive further agrees and acknowledges that the
undertakings  of  the Company as provided in this  Agreement  are
made  to provide an amicable conclusion of Executive's employment
by  the Company and, further, that Executive will not require the
Company to publicize anything to the contrary.  Executive and the
Company,  its  officers,  employees and directors,  covenant  and
agree  that they will not disparage the name, business reputation
or business practices of the other.

     11.    Executive hereby certifies that he has read the terms
of  this  Agreement, that he has been advised by the  Company  to
consult  with an attorney and that the understands its terms  and
effects.   Executive acknowledges, further, that he is  executing
this Agreement of his own volition, without any threat, duress or
coercion  and with a full understanding of its terms and  effects
and  with  the  intention, as expressed in Section 2  hereof,  of
releasing  all  claims  recited  herein  in  exchange   for   the
consideration described herein, which he acknowledges is adequate
and satisfactory to him.  The Company has made no representations
to  Executive  concerning the terms or effects of this  Agreement
other than those contained in this Agreement.

     12.      Executive and the Company agree that if any part of
this  Agreement is determined to be invalid, illegal or otherwise
unenforceable,  the remaining provisions of this Agreement  shall
not be affected and will remain in full force and effect.

     13.   This Agreement shall be interpreted and enforced under
the laws of the State of New Jersey.

           IN  WITNESS WHEREOF, the parties hereto have  executed
this Agreement on the day and year first above written.



ATTEST:                            PLAYERS INTERNATIONAL, INC.



                                   BY:
                                      Secretary




Witness                            Patrick Madamba, Jr.






Exhibit B

          To  pursue  any and all rights or Claims, the following
is  a list of companies with respect to which a change in control
transaction has received active consideration by the Board as  of
April 6, 1999:

Apollo/Michael Ashner

Aztar

Boyd Gaming Corp.

Colony Capital/Harvey's

Harrah's Entertainment

Hollywood Park

Horseshoe Gaming, Inc./Binion

Insignia Financial/Andrew Farkas

Jackpot Enterprises, Inc.

Jacobs Entertainment/Black Hawk Gaming

Ladbroke Group/Colorado Gaming

Thomas H. Lee Company

MacAndrew & Forbes/Ronald Perelman

North Star Capital Partners/Ed Sheetz & David Hamamoto

Penn-National Gaming

Sun International

Note: For the purposes of this Amendment, a transaction with an
affiliate of any of the above listed companies or entities will
be treated in the same manner as a transaction with the Company
itself.

Exhibit C

          To pursue any and all rights or Claims, he following is
a  list  of  companies with respect to which a change in  control
transaction has received active consideration by the Board as  of
March 23, 1999:

Apollo/Michael Ashner

Aztar

Boyd Gaming Corp.

Colony Capital/Harvey's

Harrah's Entertainment

Hollywood Park

Horseshoe Gaming, Inc./Binion

Insignia Financial/Andrew Farkas

Jackpot Enterprises, Inc.

Jacobs Entertainment/Black Hawk Gaming

Ladbroke Group/Colorado Gaming

Thomas H. Lee Company

MacAndrew & Forbes/Ronald Perelman

North Star Capital Partners/Ed Sheetz & David Hamamoto

Penn-National

Sun International

Note:  For the purposes of this Letter, a transaction  with  an
affiliate of any of the above listed companies or entities will
be treated in the same manner as a transaction with the Company
itself.