38



                          UNITED STATES
               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
         For the fiscal year ended March 31, 1999
                               OR
    [ ]  TRANSITION  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF
         THE SECURITIES EXCHANGE ACT OF 1934
         For   the   transition  period  from   ___________   to
         ___________
                Commission file number:  0-14897

                   PLAYERS INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)

                                                           Nevada
     95-4175832
(State  or  other jurisdiction of incorporation or  organization)
(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  18,  1999, the aggregate  market  value  of  the
registrant's   Common  Stock  held  by  non-affiliates   of   the
registrants was not less than $180,000,000.

   As  of  June  18, 1999, there were 32,032,737  shares  of  the
registrant's Common Stock outstanding.

  Documents Incorporated by Reference:

     None.

                                -1-

                             PART I
Item 1.   Business
_______   ________

General

     Players   International,   Inc.   (the   "Company")   is   a
multi-jurisdictional gaming company with operations in  Illinois,
Louisiana, Missouri and Kentucky. The Company operates a cruising
riverboat  casino in Metropolis, Illinois, two cruising riverboat
casinos  in  Lake  Charles,  Louisiana,  two  dockside  riverboat
casinos  in Maryland Heights, Missouri and the Players  Bluegrass
Downs  horse  racetrack  in  Paducah,  Kentucky.  The  Metropolis
riverboat,  which  is  the only riverboat operating  in  southern
Illinois,  attracts patrons from its target markets in  Illinois,
Indiana,  Kentucky,  Missouri  and Tennessee.  The  Lake  Charles
riverboats  serve  the  Houston, Texas  and  southwest  Louisiana
markets.  The  Company  and  Harrah's  Entertainment,  Inc.  each
operate two dockside riverboat casinos and jointly own a landside
hotel  and  entertainment facility in Maryland Heights, Missouri.
The  Maryland  Heights  casino serves  the  St.  Louis,  Missouri
market.

     The Company's marketing and operational strategy is designed
to   provide  its  guests  with  superior  customer  service  and
entertainment  value for their gaming dollar and focuses  on  the
more  profitable, mid-level drive-in customers who live within  a
150-mile radius of the Company's facilities. The Company's  sites
are  conveniently  located  near frequently  traveled  interstate
highways and have easy access and parking to satisfy the  demands
of  local and frequent visitors. On-site customer service efforts
are  intended  to establish personal relationships  with  patrons
that  result in ongoing loyalty to, and repeat patronage of,  the
Company's  casinos. The Company has developed extensive  employee
training programs designed to improve customer service and better
prepare its personnel to communicate with and reward its in-house
guests.  Player  tracking  systems  record  gaming  activity  and
corresponding  complimentary expenses in a player  database  from
which  each property targets its best players with special offers
through cost effective direct mail programs.

      In  February, 1999, the Company entered into  a  definitive
agreement  and  plan  of  merger with Jackpot  Enterprises,  Inc.
("Jackpot").   Pursuant  to the terms of the  agreement,  Jackpot
will acquire the Company for $8.25 per share, consisting of $6.75
per share in cash and $1.50 in Jackpot's common stock, subject to
adjustment  under certain circumstances, for each  share  of  the
Company's outstanding common stock.  The completion of the merger
is  subject to a number of conditions, including approval by  the
stockholders   of  both  companies,  receipt  of  all   necessary
regulatory  approvals (including the approvals of  the  Illinois,
Louisiana,  Missouri  and Kentucky gaming  authorities)  and  the
financing of the transaction.  The merger is anticipated to close
in the second half of calendar 1999.

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 ten statutorily  authorized
gaming  licenses  in Illinois. Under Illinois law,  licenses  are
renewed  annually after the first three years of  operation.  The
Metropolis  gaming  license  was  conditionally  renewed  for   a
one-year  period in February, 1999, subject to the outcome  of  a
special  investigation. See "Gaming Regulation;  Illinois  Gaming
Regulation"  below.

     The  Metropolis  facility  offers  a  four  deck  historical
replica  of  a  paddlewheel riverboat. The riverboat  features  a
fully-equipped Las Vegas style casino that contains approximately
22,000  square feet of gaming space. The casino is equipped  with
915 slot machines and 40 table games for a total of approximately
1,040 gaming positions as defined by Illinois regulation.

     The  docking  site  at  the Metropolis facility  includes  a
dining  and  entertainment facility which was added in  December,
1997.  This  27,000  square foot barge has a tropical  theme  and
offers  a  300-seat  buffet  facility,  a  140-seat  fine  dining
facility,  an entertainment lounge, a queuing and guest  services
area  and  a  VIP area. The Metropolis facility has approximately
1,400 automobile and bus parking spaces.

     The  Company also holds a 12.5% 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. 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.

                                -2-

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 years and then considered for
renewal  annually  thereafter. The initial Players  Lake  Charles
Riverboat  license was to expire on December  6,  1998,  but  was
conditionally   renewed,   subject   to   a   full    suitability
investigation and approval by the Louisiana Gaming Control Board,
on  October 20, 1998. The initial Star Riverboat license  was  to
expire  on August 9, 1998, but was conditionally renewed, subject
to a full suitability investigation and approval by the Louisiana
Gaming  Control Board, on July 21, 1998. See "Gaming  Regulation;
Louisiana Gaming Regulation"  below.

     The  Players  Lake Charles Riverboat and the Star  Riverboat
are  docked  at a common docking site. The Players  Lake  Charles
Riverboat  is a fully-equipped three deck Las Vegas style  casino
that has approximately 29,200 square feet of gaming space and  is
equipped with 947 slot machines and 60 table games for a total of
approximately  1,300 gaming positions. The Star  Riverboat  is  a
fully-equipped  three  deck  Las  Vegas  style  casino  that  has
approximately 21,730 square feet of gaming space and is  equipped
with  710  slot  machines  and 36 table  games  for  a  total  of
approximately 926 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 60,000  square  foot
floating entertainment "Island." Riverboat casino passengers walk
through  the  Island, which is connected to the  Company  parking
garage  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 150-seat upscale restaurant, a  350-seat
buffet  restaurant, a 145-seat sports bar, and  a  50-seat  Asian
restaurant. The Company also maintains a permanently moored barge
of approximately 10,000 square feet adjacent to the Island, which
houses   an   employee  breakroom,  administrative  offices   and
mechanical rooms.

     In  January,  1998, the Company acquired  a  269-room  hotel
formerly   operated  as  the  Lake  Charles  Holiday  Inn.   This
acquisition  has allowed the Company to enhance its Lake  Charles
gaming operations by offering better quality hotel rooms as  part
of  its  marketing programs and increasing the length of stay  of
traveling patrons, thereby increasing traffic to the casinos. The
hotel,  which  is located adjacent to the Company's Lake  Charles
property, is not operated as a Holiday Inn-franchised hotel. As a
result  of  this  acquisition and  in  response  to  a  need  for
additional  parking, the Company demolished  the  former  Players
Hotel to accommodate increased surface parking.

     Parking facilities at the Lake Charles facility consist of a
500  space,  on-site  multi-story  parking  garage,  a  270-space
surface   parking  area  and  several  off-site  surface  parking
facilities  that provide approximately 900 additional  automobile
and   bus  parking  spaces.  Construction  of  approximately  250
additional paved surface parking spaces on the site of the former
Players  Hotel adjacent to the Island was substantially completed
by Memorial Day weekend, 1999, with the balance of the work to be
completed by the end of June, 1999.

     The  City  of Lake Charles and the surrounding area  have  a
population  of approximately 300,000 adults of legal  gaming  age
within  a  50-mile  radius. The Lake Charles  facility's  primary
market  area  also includes such population centers  as  Houston,
Beaumont,  Galveston, Orange and Port Arthur, Texas and Lafayette
and  Baton Rouge, Louisiana. Approximately 4.4 million adults  of
legal  gaming  age  reside within 150 miles of the  Lake  Charles
facility.  The  Lake  Charles facility  is  situated  immediately
adjacent  to U.S. Interstate 10 ("I-10") which connects  Houston,
Beaumont  and  Lake  Charles  and provides  easy  access  to  the
casinos. The Lake Charles riverboats draw more than 70% of  their
patrons  from Texas, due in large part to the current absence  of
legalized  casino  gaming  in Texas. The  facility  faces  direct
competition from the Isle of Capri casino, situated approximately
one  mile  from  the  Lake Charles facility, and  the  land-based
Coushatta   Indian   casino  situated   in   Kinder,   Louisiana,
approximately 35 miles away.

     Road  construction  is underway on I-10 near  the  Company's
Lake Charles facility. The construction has resulted in lanes  of
I-10  being closed for periods of time, although the Company  has
been advised that, whenever possible, one eastbound lane and  one
westbound  lane will remain open, permitting access to  and  from
the  casino.  Traffic  delays and inconvenience  caused  by  road
construction have negatively impacted patronage to the  Company's
facility  and may continue to do so through, and perhaps  beyond,
the  completion  of this project. The first phase  of  I-10  road
construction has been completed, and the second phase is expected
to be completed by October 1, 1999.

      In April, 1997, a federal investigation of former Louisiana
Governor  Edwin  Edwards,  his son Stephen  Edwards,  Richard  D.
Shetler  and  others  with respect to their  involvement  in  the
riverboat  gaming industry and other matters became public.  Upon

                                -3-

learning  of  the  investigation, the Company  immediately  began
cooperating with the federal authorities.  (Stephen Edwards is  a
former  outside  attorney and Richard  D.  Shetler  is  a  former
consultant  to  and lobbyist for the Company in  Louisiana.)   In
August,  1998, the Company was advised in writing by  the  United
States  Attorney  that neither the Company  nor  its  current  or
former   employees  were  subjects  or  targets  of  the  federal
investigation.   On October 9, 1998, Richard D.  Shetler  pleaded
guilty  to  conspiracy to commit extortion of  the  Company.   On
November  6,  1998,  a grand jury of the United  States  District
Court for the Middle District of Louisiana returned an indictment
against Edwin Edwards, Stephen Edwards, and four other defendants
for  matters  relating  to the riverboat  casino  industry.   The
indictment  charges  Edwin  Edwards  and  Stephen  Edwards   with
extorting  and conspiring to extort the Company in  violation  of
the  Racketeer Influenced Corrupt Organizations Act, or RICO Act,
and  interstate travel in aid of racketeering.  On  November  12,
1998,  the  defendants pleaded not guilty to the allegations  set
forth  in  the  indictment.  The Missouri Gaming Commission,  the
Illinois Gaming Board and the Louisiana Gaming Control Board  are
each  aware of and are each investigating the involvement of  the
Company  in  the  Shetler  and Edwards  cases  to  determine  the
suitability  of  the Company and its subsidiaries  for  continued
licensure.  See "Gaming Regulation" below.  The Company  has  and
will continue to cooperate with the gaming regulatory authorities
in  their investigations.  To date, none of the gaming regulatory
authorities  has  commenced any disciplinary action  against  the
Company  or  any of its employees as a result of the Shetler  and
Edwards cases or other related matters.  The Company is unable at
this  stage  to  determine  the likely outcome  of  these  gaming
regulatory  investigations or estimate the  amount  or  range  of
potential loss, if any.

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
four  casinos  at  the Maryland Heights facility are  permanently
moored to a land-based 95,000 square foot entertainment facility,
which  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
540-seat  buffet, a 125-seat entertainment lounge, a  variety  of
retail  stores,  a  child care facility, 10,000  square  feet  of
convention/meeting space, a 9,000 square-foot sports  bar  and  a
1,850 space parking garage and 2,650 surface parking spaces.  The
Maryland  Heights facility also offers a 291-room hotel  with  12
luxury  suites.  The  hotel  and the entertainment  facility  are
referred to together as the landside facility.

     The  Company and Harrah's each individually manage,  operate
and  market two of the four permanently moored, dockside  casinos
pursuant  to  separate  gaming licenses. The  Company's  Maryland
Heights  casinos have total gaming space of approximately  60,000
square  feet and are equipped with, in the aggregate, 1,608  slot
machines  and  48 table games for a total of approximately  1,900
gaming  positions. The Company's Maryland Heights casinos feature
a  tropical  island  theme  with  lush  foliage,  waterfalls  and
rockscape. In accordance with Missouri gaming regulations, one of
the Company's two casinos remains open for patron boarding for  a
45  minute  period while the other casino is closed to  boarding,
and  only  one casino facility is open for boarding at any  given
time.  Only  one of the Harrah's casinos at the Maryland  Heights
Facility  is  likewise open for boarding at any given  time.  The
Company's  Maryland Heights casinos pay Harrah's a  ground  lease
payment  based  upon  a  percentage of their  annual  net  gaming
revenue.

     Both the Company and Harrah's are 50% owners of the Maryland
Heights  joint  venture, the entity which (i) owns  the  Maryland
Heights entertainment facility and the Maryland Heights hotel and
(ii) owns the dockside barges that house each of Harrah's and the
Company's  casino  operations at the Maryland  Heights  facility.
Under the agreement governing the Maryland Heights joint venture,
each  of the Company and Harrah's (i) is entitled to 50%  of  all
profits,  and  is  responsible for 50% of all  losses,  from  the
landside  properties  (excluding profits  and  losses  from  each
entity's  separately  operated specialty  restaurant),  (ii)  was
responsible for the fit-out, furnishings and equipment at its own
specialty restaurant and casinos, and (iii) derives all  profits,
and  is  responsible for all losses, from its separately operated
specialty restaurant and casinos.

     Pursuant to a separate management agreement, an affiliate of
Harrah's  manages  the Maryland Heights hotel  and  the  Maryland
Heights  entertainment  facility,  with  the  exception  of   the
Company's  specialty restaurant and retail space. The  management
agreement  has  a basic term that expires on December  31,  2005,
with fourteen renewal terms of five years each.

     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.

     The  Company  maintains separate riverboat casino  licenses,
issued  by  the Missouri Gaming Commission, for each of  its  two
casinos. The licenses were renewed effective March 11, 1999,  for
terms  of  two  years.  See "Gaming Regulation;  Missouri  Gaming
Regulation"  below.  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.

                                -4-

Players Bluegrass Downs Operations

     Players  Bluegrass  Downs, a racetrack located  in  Paducah,
Kentucky,  was  acquired by the Company in 1993  and  holds  live
racing  meets  each  fall as well as year-round  simulcasting  of
horse racing events. During the year when live race meets are not
scheduled, the racetrack facilities are leased for special events
and  activities. During fiscal 1999, the Company began  operating
Players  Bluegrass Downs as a harness racetrack and  discontinued
the thoroughbred racing that previously had been conducted.

Competition

     The  casino  gaming  industry includes  land-based  casinos,
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 is  the
City  of  Evansville riverboat casino, located approximately  110
miles  away  in Evansville, Indiana. Another competing  riverboat
casino,  the  City of Caruthersville, operates in Caruthersville,
Missouri,  which  is  approximately 120 miles  southwest  of  the
Metropolis  facility. Caesars opened the Glory of Rome  riverboat
casino  in  November,  1998,  in Corydon,  Indiana,  across  from
Louisville,  Kentucky, approximately 200 miles  from  Metropolis,
and  has  announced plans for a hotel and other resort facilities
at  that  location. While to date the Caesar's facility  has  had
limited   direct  impact  on  Metropolis,  the  introduction   of
additional  capacity could intensify competition  among  existing
gaming  operators  in southern Illinois and Indiana  for  patrons
residing  in  common  shared outer markets, specifically  patrons
residing  in  Tennessee.  The Metropolis facility  faces  further
competition as additional riverboats become licensed in  southern
Indiana  and  Missouri.  Metropolis also experiences  significant
competition  for Tennessee patrons, as well as some Illinois  and
Missouri   patrons,   from  ten  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 currently required to cruise by state
law.

     The Lake Charles facility faces direct competition from 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  105,000 square foot pavilion which offers  a  489-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. The first  of
the  Isle  of  Capri's  two  riverboat casinos  presently  offers
approximately  24,700 square feet of gaming space with  892  slot
machines  and  43  table games, while the other riverboat  casino
offers approximately 24,200 square feet of gaming space with  944
slot  machines  and  48  table games.  A  241-room  hotel  and  a
restaurant  constructed  by Isle of Capri  opened  in  September,
1997.  Construction  of a 250-room deluxe hotel,  at  a  cost  of
approximately  $35  million, has also been  announced.  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, 1995,
and  expanded in August, 1995, is a Las Vegas style  casino  that
currently  offers  approximately 100,000 square  feet  of  gaming
space,  3,000  slot machines and 75 table games.  Grand  Casinos,
Inc.  manages  the  facility, which also includes  a  buffet,  an
upscale  restaurant  and  a 200-pad RV park.  The  facility  also
includes  a  260-room hotel and an event center.  Two  additional
restaurants  are expected to open in the summer of  1999.   Plans
for  construction  of  a golf course and an  additional  400-room
hotel  have  also  been announced. 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.

     In the 1997 Regular Session of the Louisiana Legislature,  a
law  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. Under the law, before  slot
machines  can  be operated at Delta Downs (i) voter  approval  is
required through a local referendum election in Calcasieu  Parish
and  (ii)  companion legislation must be passed by the  Louisiana
Legislature  to  establish the tax rate  to  be  levied  on  slot
machine revenues. In the Fall of 1997, voters in Calcasieu Parish
voted  not to authorize the operation of slot machines  at  Delta
Downs. In addition, the Louisiana Legislature, in its 1998 Fiscal
Session,  failed to pass the required companion tax  legislation.
However,  the law provides that another local referendum  may  be
conducted every two years, and companion tax legislation  may  be
considered in any future session of the Louisiana Legislature.

                                -5-

     The  Company's Maryland Heights casinos compete with all  of
the  gaming operators in the greater St. Louis market,  including
the  Company's  joint venture partner, Harrah's; the  nearby  St.
Charles Station in St. Charles, Missouri; the President Riverboat
in  downtown  St.  Louis, Missouri; the  Alton  Belle  in  Alton,
Illinois;  and the Casino Queen in East St. Louis, Illinois.  The
riverboats  operated  by  the Company's  joint  venture  partner,
Harrah's, have a total of 1,676 slot machines and 48 table games.
The  President  facility operates a single gaming  facility  with
1,230  slot machines and 62 table games. The St. Charles facility
consists  of  two  riverboat gaming facilities  with  1,860  slot
machines  and  76  table  games. Additionally,  St.  Charles  has
announced   a   $190   million  expansion  project,   for   which
construction has been temporarily halted. Casino Queen operates a
single riverboat with 1,066 slots and 64 table games. Alton Belle
has  700 slots and 32 table games. As Illinois operators, neither
the Casino Queen nor the Alton Belle are subject to the same loss
limits  per passenger imposed in Missouri. The Company's Maryland
Heights casinos may compete with additional riverboats in the St.
Louis  metropolitan area to the extent that additional  licenses,
if any, are granted by the Missouri Gaming Commission.

Employees

     As  of  June  12, 1999, the Company had approximately  3,500
employees,  including 817 employed in Metropolis, 1,580  employed
in Lake Charles, 985 employed in Maryland Heights, 42 employed at
Players   Bluegrass  Downs  and  34  employed  in  the  Company's
corporate  and  administrative  offices.  In  Lake  Charles,  the
Company  also  contracts  with a third  party  for  its  maritime
operations  (approximately 89 employees) and its valet operations
(approximately 90 employees). The Company believes its  relations
with its employees are generally good.

Gaming Regulation

     The  Company  is  subject to state and  Federal  laws  which
regulate   businesses   generally   and   the   gaming   business
specifically.  Below  is  a  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 and 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.   Nine
licensees  are  currently operating in Illinois. A tenth  license
was  not renewed by the Board. The status of this license renewal
remains   pending   until  final  action  by  the   Board   after
administrative procedures are completed.  On May  25,  1999,  the
Illinois  General Assembly passed legislation to  allow  dockside
gaming,  to remove the Cook County site prohibition and  relocate
the  tenth license there and to allow licensees to have more than
10%  ownership  in a second license, among other  changes.   This
legislation  is  subject to the approval of the  Governor.   Each
owner's  license entitles the licensee to own and operate  up  to
two   riverboats  (with  a  combined  maximum  of  1,200  "gaming
positions,"  as  such  term is defined under  Illinois  law)  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,
including  continued suitability of the licensee,  parent/holding
company  and  key  persons in light of  their  conduct  in  other
jurisdictions.  The  Illinois  Gaming  Board  issued  an  owner's
license  to  a  wholly-owned subsidiary of the  Company  for  its
Metropolis  facility  in February, 1993.  All  licensees  have  a
continuing  duty  to  maintain  suitability  for  licensure.  The
Illinois Riverboat Act and Illinois Gaming Board Rules grant  the
Illinois Gaming Board extensive jurisdiction and specific  powers
and  duties  for  the purposes of administering,  regulating  and
enforcing  the system of riverboat gaming. These powers  are  far
reaching and include the power to limit, proscribe or effectively
rescind the payment of dividends or the repayment of indebtedness
to  the  Company in certain circumstances, including any  adverse
financial condition, default, non-compliance or insolvency of the
Company or any of its subsidiaries. The Illinois Gaming Board may
revoke,   suspend  or  place  conditions  on  licenses  or   fine
licensees, in any case 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

                                -6-

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  previously  provided 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.  The
Illinois  Gaming Board has taken the position that  conduct  that
may  not  violate  a  statute or rule in other jurisdictions  may
nevertheless  be grounds for revocation, suspension, disciplinary
fines and/or failure to renew a license in Illinois.

     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.  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%.

     Effective  January  1,  1998,  the  Illinois  Riverboat  Act
enacted  a  graduated wagering tax, from 15% to 35%  of  adjusted
gross  receipts  from  gaming.  The  tax  is  calculated  at  the
following  rates per calendar year: 15% up to and  including  $25
million;  20%  in  excess of $25 million but  not  exceeding  $50
million;  25%  in  excess of $50 million but  not  exceeding  $75
million;  30%  in  excess of $75 million but not  exceeding  $100
million; and 35% in excess of $100 million. 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.  Prior  to
1998,  the  wagering tax rate was a flat 20%  of  adjusted  gross
receipts from gaming. The Illinois legislation also requires that
licensees pay a $2.00 admission tax for each person admitted to a
gaming cruise.

     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

                                -7-

in  an  owner's license to file a Personal Disclosure Form 1  and
the  Business Entity Form 1. The Personal Disclosure Form  1  and
the Business Entity Form 1 form 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 wold 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.

     The Illinois Gaming Board renewed the gaming license for the
Company's  Illinois  subsidiary  which  operates  the  Metropolis
facility on February 16, 1999, but, as a condition of renewal  of
the  license,  commenced  a  special  investigation  pursuant  to
Illinois Gaming Board Rule Section 3000.155 regarding the Shetler
and  Edwards  cases  in  Louisiana. The purpose  of  the  special
investigation is to determine whether the Company and certain key
persons   of  its  Illinois  subsidiary  can  demonstrate   their
continued  suitability in light of the Shetler and Edwards  cases
in  Louisiana.  The Illinois Gaming Board, in deciding  upon  the
Illinois  subsidiary's license renewal, did not waive or  in  any
way  limit  its  ability to revoke, not renew or  otherwise  take
action  against the Company's owner's license due to  conclusions
reached as a result of the special investigation.

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").  The  Louisiana  Enforcement
Division  has  broad  powers  over  licensees  and  such  powers,
together with the provisions of the Riverboat Act, could  operate
to  limit,  proscribe  or  effectively  rescind  the  payment  of
dividends  or  the repayment of indebtedness to  the  Company  in
certain circumstances, including any adverse financial condition,
default,  non-compliance or insolvency of any subsidiary  or  the
Company.

     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,
including key gaming employees ("Affiliated Gaming Persons"), are

                                -8-

subject  to the application and suitability requirements  of  the
Riverboat  Act  and  the rules and regulations  adopted  pursuant
thereto  ("Louisiana Gaming Law") and approval by  the  Louisiana
Gaming Control Board.

     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  Gaming
Control   Board  and  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 Louisiana Gaming Law.

     An initial license to conduct riverboat gaming operations is
valid  for a term of five years, with annual renewals thereafter.
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 1995) which was issued  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  Louisiana Gaming Control  Board  conditionally
renewed  the  Star  Riverboat license on July 21,  1998  and  the
Players  Lake Charles Riverboat license on October 20,  1998,  in
each case subject to full suitability investigation and approval.

     As  part of that investigation, the Louisiana Gaming Control
Board  is conducting an investigation of the suitability  of  the
Company  in  light  of  the Shetler and  Edwards  cases.  If  the
Louisiana  Gaming Control Board determines to do so, it  has  the
authority  to  take disciplinary action against the  Company  and
seek  sanctions, including license revocation. While the  Company
is prepared to vigorously defend any disciplinary action that may
be  commenced,  no  assurances can be given  that  the  Louisiana
Gaming  Control  Board will not take disciplinary action  against
the  Company or impose sanctions upon the Company, either  before
or  after  the Jackpot merger is approved, or that the  Louisiana
Gaming Control Board will approve the Jackpot merger.

     The  transfer of a license or permit is prohibited  and  the
transfer  of  an  interest in a license or permit  is  prohibited
absent  prior approval. 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 prior approval by  the  Louisiana
Gaming  Control  Board. A security issued by a  corporation  that
holds a license must generally disclose these restrictions. Prior
approval  of  the Louisiana Gaming Control Board 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.

     Riverboat  gaming  licensees  and  their  Affiliated  Gaming
Persons are required to notify the Louisiana Gaming Control Board
60  days prior to the receipt by any such persons of any loans or
extensions of credit, or modifications thereof on behalf  of  the
licensees.  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; (ii) 18
1/2%  of  net  gaming proceeds; plus (iii) certain  investigative
costs.

      The  Company  reached an agreement with the  City  of  Lake
Charles (the "City") both to settle litigation and to establish a
permanent  method  of  calculating  the  City  admission  fee  on
Players'  riverboats.  Under the new agreement,  which  commenced
March 1, 1998, the payments to the City will be calculated  as  a
percentage  of  gaming revenue in lieu of a  passenger  admission

                                -9-

fee.   In  addition,  the  settlement  calls  for  a  payment  of
$544,000 per year for ten years.  The present value of the  fixed
annual payments, including expenses, was accounted for as a  one-
time charge of $4.2 million in the fourth quarter of 1998.

     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.  Another election requested by petition in  Calcasieu
Parish on the issue of continuation of riverboat gaming cannot be
held  for  at  least  three years following an  earlier  election
concerning that issue.

     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  law  was passed authorizing the operation of slot machines  at
three horse racing tracks in Louisiana, including Delta Downs,  a
racetrack  situated in Calcasieu Parish (the same Parish  as  the
Company's  Lake  Charles facility). Under the  law,  before  slot
machines  can be operated at Delta Downs both voter  approval  is
required through a local referendum election in Calcasieu  Parish
and  the  passage  of  companion  legislation  by  the  Louisiana
Legislature  to  establish the tax rate  to  be  levied  on  slot
machine revenues. In the Fall of 1997, voters in Calcasieu Parish
voted  not to authorize the operation of slot machines  at  Delta
Downs. In addition, the Louisiana Legislature, in its 1998 Fiscal
Session,  failed to pass the required companion tax  legislation.
However,  the law provides that another local referendum  may  be
conducted every two years, and companion tax legislation  may  be
considered in any future session of the Louisiana Legislature.

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. These  powers
are  far  reaching and include the power to limit,  proscribe  or
effectively rescind the payment of dividends or the repayment  of
indebtedness  to the Company in certain circumstances,  including
any  adverse  financial  condition,  default,  non-compliance  or
insolvency of any subsidiary or  the Company.

     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 permitted 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.

     The  Missouri  Gaming  Act  calls for  licensure  of  casino
operators   (Class  A  license),  suppliers  and   gaming-related
occupations.  On  March  11, 1997, a subsidiary  of  the  Company
received  two  licenses in Maryland Heights to  operate  its  two
permanently  moored riverboat casinos. In addition, the  Maryland
Heights  Joint Venture was issued four Class A licenses, one  for
each of the four riverboat casinos permanently moored at Maryland
Heights, Missouri.

     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. On March 11, 1997, the Missouri Gaming Commission
authorized  the  Company's  Maryland Heights  casinos  to  remain
continuously docked at its present Maryland Heights location.  In
accordance with Missouri gaming regulations, one of the Company's
two  casinos is open for patron boarding at different times  than
the  other  Players  casino, so that only one  of  the  Company's
casino  is  boarding at any given time. Harrah's casinos  at  the
Maryland Heights facility operate in a similar manner.

                                -10-

     Under  the  Missouri  Gaming Act,  gaming  is  permitted  in
Missouri only on the Missouri and Mississippi Rivers. There is no
statewide numerical limit to the number of licenses which may  be
granted  to  permit riverboat casino operations. 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.  Excursion  gaming
boats  also  must be authorized by the local home  dock  city  or
county.

     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  the  making  of  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. 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 they  desire.
Gaming  enterprises in Missouri are also subject to an  "adjusted
gross  receipts  tax"  equal to 20% of the  gross  receipts  from
licensed gaming games and devices less winnings paid to wagerers.
Licensees  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 gaming license (the type  of  license
obtained in connection with the operation of the Maryland Heights
facility)  is  not  permitted without approval  of  the  Missouri
Gaming   Commission,  nor  may  such  interests  be  pledged   as
collateral   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
license   may  occur  without  notice  to  the  Missouri   Gaming
Commission.  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
licenses  are  granted for a term of one year,  with  one  1-year
renewal.  License renewals are thereafter granted for a  term  of
two years.  The annual fee for licensure is $25,000.

     On February 23, 1999, the Missouri Gaming Commission renewed
the two riverboat casino licenses of the Company for terms of two
years effective March 11, 1999. The Missouri Gaming Commission is
conducting an investigation of the suitability of the Company  in
light  of  the Shetler and Edwards cases. If the Missouri  Gaming
Commission  determines  to do so, it has the  authority  to  take
disciplinary  action  against  the Company  and  seek  sanctions,
including  license revocation. While the Company is  prepared  to
vigorously  defend any disciplinary action that may be commenced,
no  assurances  can be given that the Missouri Gaming  Commission
will  not take disciplinary action against the Company or  impose
sanctions  upon the Company, either before or after  the  Jackpot
merger  is approved, or that the Missouri Gaming Commission  will
approve the Jackpot merger.

Kentucky Gaming Regulation

      The  Company presently owns and operates Players  Bluegrass
Downs.  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

                                -11-

taken a public position against legalized casino gaming in Texas.
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.

National Gambling Impact Study Commission

     In   August,  1996,  President  Clinton  signed  legislation
creating  the  National  Gambling Impact  Study  Commission  (the
"NGISC") to study the economic and social impact of all forms  of
gambling  in  the  United States. The NGISC is composed  of  both
individuals  who  are  associated with the  gaming  industry  and
individuals  opposed to it. The NGISC commenced its  hearings  in
June, 1997, and issued its report in June, 1999.  The recommenda-
tions from this report, which are non-binding, were generally
considered neutral with respect to their impact on gaming.  However,
it is possible that legislation could develop as a result of this
report which, if enacted into law, could adversely impact the
gaming industry and have a material adverse effect on the Company's
business or results of operations.

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, among other things,  a  valid
Certificate   of   Inspection  and   a   valid   Certificate   of
Documentation.  Loss  of  either  Certificate  would  preclude  a
vessel's use as an operating riverboat. Cruising vessels such  as
those  operated by the Company must be inspected every five years
at  a  U.S.  Coast Guard-approved dry-dock facility, which  could
cause  a  temporary loss of service that could last one month  or
longer,   unless  the  U.S.  Coast  Guard  determines   that   an
alternative to drydocking is acceptable. The next such inspection
is  scheduled  to  occur in the Fall of 2000 for  the  Metropolis
Riverboat,  the  Fall  of  2000  for  the  Players  Lake  Charles
Riverboat  and  the  Fall  of  2003 for  the  Lake  Charles  Star
Riverboat.  Less  stringent  rules apply  to  permanently  moored
vessels  such  as  the dockside barges used  by  the  Company  in
Maryland  Heights,  Missouri.  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.

     Employees of navigable 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 able to  claim
the  benefit of seamen status under the Jones Act, 46 U.S.C.  688
et  seq., which, among other things, provides such employees with
a   claim  for  negligence  against  the  employer  for  injuries
sustained  in  the course of their employment and  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 between points within the United
States,  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

     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 the Company 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 own more than
25%  of  the  Company 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 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

                                -12-

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.

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  approval   and
subsequent closing of the merger between the Company and Jackpot,
the  effects  of  competition,  the  resolution  of  pending   or
threatened litigation or regulatory proceedings, plans for future
riverboat  hull  inspections,  I-10  road  construction  in  Lake
Charles,   dockside   gaming  in  Illinois,   the   bill-to-meter
initiative in Missouri, regulatory approval of the Patron Fee Buy-
Out  Agreements, Year 2000 compliance efforts and  costs,  future
borrowing  and  capital costs,  plans for  future  expansion  and
property  enhancements, 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,  tax  regulation, and the  potential  for  regulatory
reform).   Forward looking statements can generally be identified
by  the use of forward-looking terminology such as "may", "will",
"expect", "intend", "estimate", "believe", or "continue"  or  the
negative  thereof  or variations thereon or similar  terminology.
See  Item  7: "Management's Discussion and Analysis of  Financial
Condition   and  Results  of  Operation".   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
of  operations.  These uncertainties and risks include,  but  are
not  limited  to, those relating to the approval  and  subsequent
closing  of  the  merger between the Company and  Jackpot,  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 state and local laws and regulations,
development  and  construction  activities,  leverage  and   debt
service  requirements (including sensitivity  to  fluctuation  in
interest  rates),  general economic conditions,  the  results  of
various gaming regulatory authorities' investigations as  to  the
Company's  suitability for continued licensure,  the  U.S.  Coast
Guard's   acceptance  of  underwater  hull  inspections   as   an
alternative to dry docking and inspection, changes in federal and
state  tax laws, the disruption to Lake Charles operations caused
by road construction, the approval of bill-to-meter initiative in
Missouri, dockside gaming in Illinois, regulatory approval of the
Patron  Fee Buy-Out Agreements, Year 2000 compliance efforts  and
costs,  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.  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 and no  assurance
can be given that such statements will prove to be correct.

                                -13-

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.

     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
still  has  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
with  the  Beeber Corporation ("Beeber") to purchase  the  former
Players  Hotel  and  approximately three  acres  of  real  estate
comprising  the  landside facility for the Players  Lake  Charles
Riverboat  and  the  Star Riverboat.  Under  this  agreement,  as
amended,  the Company paid a total consideration of $6.7 million.
As additional consideration, the Company was required to continue
making  certain  payments  to Beeber and  a  third  party,  which
payments  were related to a lease agreement dated  May  19,  1993
between  the  Company and Beeber, as amended.  In furtherance  of
this  arrangement, the Company and such parties entered  into  an
agreement,  dated  July  27,  1995, whereby  the  Company  became
obligated  to  pay  a  total  of $2.95  for  each  passenger  who
patronizes  the  Company's Lake Charles  riverboats,  subject  to
certain  conditions (the "Patron Fee").  Subsequently, rights  to
receive  a  portion  of the Patron Fee were assigned  to  certain
individuals, with the Company's permission and in accordance with
the provisions of the said agreement.

     Pursuant to the terms of two agreements (the "Patron Fee Buy-
Out  Agreements"),  each dated as of March 1, 1999,  with  Beeber
(together  with certain individuals affiliated with  Beeber)  and
Karl  Boellert ("Boellert"), respectively, the Company has agreed
to  acquire those portions of the Patron Fee owned by Beeber  and
Boellert, such portions together comprising approximately 48%  of
the  Company's  total  Patron Fee payment obligation.  Under  the
Patron  Fee Buy-Out Agreements, the Company is obligated  to  pay
approximately $16.8 million (subject to adjustment as provided in
the  respective Patron Fee Buy-Out Agreements), in the aggregate,
for the portions of the Patron Fee being purchased. The Company's
obligations   under  the  Patron  Fee  Buy-Out   Agreements   are
contingent   upon   receipt  of  regulatory  approval   for   the
transactions described therein. Each of Beeber, Boellert and  the
individuals who are parties to the Patron Fee Buy-Out  Agreements
is  required  to deliver to the Company a release and non-compete
agreement   at   the  time  of  closing  of  the  above-described
transactions.   Upon  closing, the Patron Fee  will  decrease  to
approximately  $1.53  for  each  passenger  who  patronizes   the
Company's Lake Charles riverboats.

     In  January,  1998, the Company acquired  a  269-room  hotel
formerly  operated as the Lake Charles Holiday Inn.   The  hotel,
which is located adjacent to the Company's Lake Charles property,
is  not  operated as a Holiday Inn-franchised hotel.  As a result
of  this  acquisition  and in response to a need  for  additional
parking, the Company recently demolished the former Players Hotel
to accommodate increased surface parking.

     Parking facilities at the Lake Charles facility consist of a
500 space on-site multi-story parking garage, a 270-space surface
parking area and several off-site surface parking facilities that
provide  approximately 900 additional automobile and bus  parking
spaces.  Construction  of 250 additional  paved  surface  parking
spaces  on  the  site  of the former Players Hotel  was  recently
completed.

Maryland Heights, Missouri

     On  November 2, 1995, the Company entered into the  Maryland
Heights  joint venture agreement with Harrah's to  form  a  joint
venture  and  co-develop  the Maryland  Heights  facility  on  an
approximately  215 acre site in Maryland Heights,  Missouri.   An
affiliate  of Harrah's owns the property underlying the  Maryland
Heights  facility.  The Maryland Heights joint venture  agreement
provides  for  joint  decision  making  with  respect  to   major
decisions for the Maryland Heights joint venture, such as matters
relating  to  the  approval of the annual operating  budgets  and
annual plans, the incurrence of debt beyond amounts set forth  in
the  operating budget and the construction of improvements to the
Maryland Heights joint venture.  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  pay  rent.   The
Company's  rent  consists  of  a percentage  rent  equal  to  the

                                -14-

following  specified  percentages  multiplied  by  the   relevant
specified incremental levels of annual net gaming revenues at the
Company's  Maryland  Heights casinos: 2%  of  annual  net  gaming
revenue  up  to  $50  million, 3% of annual  net  gaming  revenue
between $50 million and $100 million, and 4% of annual net gaming
revenue  in  excess of $100 million.  Pursuant to the  management
agreement,  a  Harrah's affiliate manages  the  Maryland  Heights
hotel and the Maryland Heights entertainment facility except  for
the Company's specialty restaurant and retail operations.

Bluegrass Downs, Kentucky

     In  November,  1993, the Company acquired 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  will
consider  development  of its track into a  facility  that  would
offer all permitted forms of gaming.  To date, there has been  no
such  legislation created, and there can be no assurance any such
legislation will be enacted.  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
harness  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.


                                -15-

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 Rico 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.

     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.

     These  matters are 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
fishermen,  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  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  has  also
requested certain discovery in connection with the motions.   The
Company intends to vigorously defend this action.

Douglas Joseph McNeely v. Showboat Star Partnership, et al.

     The  Company's Louisiana operating subsidiaries and  several
other  casino  operators (collectively, the  "Casino  Operators")
have  been named in a lawsuit filed on August 13, 1997 by Douglas
J.  McNeely  in U.S. District Court for the Eastern  District  of
Louisiana (Civil Action No. 97-2518(B)(4)).  In his original  and
amended  complaints, Mr. McNeely alleges that (1)  for  at  least
approximately  20  years, he has suffered  from  a  psychological
condition  that  includes "compulsive gambling"  as  one  of  its
manifestations, (2) the Casino Operators knew of  such  condition
after  August  15,  1996, (3) after August 15, 1996,  the  Casino
Operators  exploited such condition by enticing and allowing  him
to  gamble  in  their  casinos, and (4) as a consequence  of  the
foregoing,   Mr.  McNeely  suffered  significant  financial   and
emotional  damages,  including direct gambling  losses,  business
losses, the collapse of his marriage and an unfavorable result in
the  distribution of the marital estate in the attendant  divorce
action.   The  Company  disputes  many  of  the  aspects  of  Mr.
McNeely's complaint, both as to the facts alleged and the  amount
of  damages allegedly incurred by Mr. McNeely.  In addition,  the
Company  has raised as a defense Mr. McNeely's failure to  follow
the statutory "self-exclusion" process available by the filing of
an  affidavit  with  the  Louisiana  gaming  regulators  (La.R.S.
27:60).  The Company intends to vigorously defend this action.

Item 4.  Submission of Matters to a Vote of Security Holders
_______  ___________________________________________________

     During  the fourth quarter ended March 31, 1999,  no  matter
was submitted to a vote of the Company's stockholders.

                                -16-

                             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 prices of the Company's Common Stock, as reported
by the Nasdaq National Market, during the periods indicated.

                                          High         Low
                                          ____         ___

     Fiscal 1998
          First Quarter                  $4 -13/16  $2 -  7/8
          Second Quarter                 $4 - 9/16  $2 -21/64
          Third Quarter                  $4 -  5/8  $2 - 7/16
          Fourth Quarter                 $5 -  1/8  $       3

     Fiscal 1999
          First Quarter                  $5 -  3/4  $4 -  3/8
          Second Quarter                 $5 -15/32  $3 - 5/16
          Third Quarter                  $6 - 7/16  $3 - 3/16
          Fourth Quarter                 $6 -57/64  $5 -  3/8

     Fiscal 2000

          First Quarter (through June
          18, 1999)                      $6 -27/32  $5 -15/16

      The  last reported sales price of the Common Stock on the Nasdaq
National Market on June 18, 1999, was $6.75 per share.
On  that date, there were approximately 473 holders of record  of  the
Company's Common Stock.

     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 "Gaming Regulation" and "Business-Company
Repurchase Rights with Respect to Company Securities" with regard
to  certain  regulations and provisions affecting  the  Company's
securities.

                                -17-

Item 6.   Selected  Financial Data
_______   ________________________

      Selected financial data for, and as of the end of, each  of
the  years  in  the five-year period ended March  31,  1999,  are
presented below.


                                 1999     1998     1997      1996     1995
                               ________ ________ ________  ________ ________

                                (dollars in thousands, except per share data)
Operations Data:

   Total revenues              $331,078 $323,218 $291,210  $291,395 $223,695

   Operating income (loss)     $ 24,275 $ 26,612 $(56,028) $ 43,871 $ 70,549

   Net income (loss)           $  1,570 $  1,951 $(46,298) $ 22,320 $ 45,755

Per Share Data:

   Basic earnings (loss) per
     common share              $    .05 $    .06 $ (1.56)  $    .75 $   1.68

   Diluted earnings (loss) per
     common share              $    .05 $    .06 $ (1.56)  $    .70 $   1.47

   Dividends on common stock   $      - $      - $      -  $      - $      -

Balance Sheet Data:

   Cash, cash equivalents and
     marketable securities,net $ 25,687 $ 17,223 $ 20,567  $  23,247 $ 50,332

   Total assets                $389,135 $409,587 $421,289  $ 413,432 $223,790

   Long term debt, net of
     current portion           $155,000 $180,541 $187,500  $ 153,000 $  5,532

   Total stockholders' equity  $159,812 $157,914 $155,881  $ 193,627 $176,143


Other Data:

   Net cash provided by
     operating activities      $ 43,943 $ 53,265 $ 28,458  $  20,748 $ 52,104

   Net cash used in
     investing activities      $  8,565 $ 37,877 $ 73,224  $ 155,054 $ 49,970

   Net cash used in (provided
     by) financing activities  $ 26,914 $ 18,732 $(46,547) $(129,206)$ (7,795)

   Capital expenditures        $  9,416 $ 40,216 $ 46,499  $ 147,119 $ 62,419

                                -18-

Item 7.   Management's  Discussion and  Analysis  of  Financial
          Condition and Results of Operation
_______   _____________________________________________________

     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  Players  (the   "Company")   and   its
subsidiaries.  The Company owns and operates riverboat gaming and
entertainment facilities.  These include one riverboat casino  in
Metropolis,  Illinois (the "Metropolis facility"), two  riverboat
casinos  in Lake Charles, Louisiana (the "Lake Charles facility")
and   two  contiguous,  permanently  moored,  dockside  riverboat
casinos  in  Maryland  Heights, Missouri (the  "Maryland  Heights
facility").  The Company operated a land-based casino  resort  in
Mesquite,  Nevada (the "Mesquite facility") until June 30,  1997.
The Company also owns and operates a harness horseracing track in
Paducah,  Kentucky  ("Bluegrass  Downs").   Since  the  Company's
fiscal year ends on March 31, references to the years 1999, 1998,
and  1997,  mean the twelve month periods ended March  31,  1999,
March   31,  1998,  and  March  31,  1997,  respectively,  unless
otherwise noted.

Agreement and Plan of Merger
____________________________

      In  February  1999, the Company entered into  a  definitive
agreement  and  plan  of  merger with Jackpot  Enterprises,  Inc.
("Jackpot").   Pursuant  to the terms of the  agreement,  Jackpot
will acquire the Company for $8.25 per share, consisting of $6.75
per share in cash and $1.50 in Jackpot's common stock, subject to
adjustment  under certain circumstances, for each  share  of  the
Company's outstanding common stock.  The completion of the merger
is  subject to a number of conditions, including approval by  the
stockholders   of  both  companies,  receipt  of  all   necessary
regulatory  approvals (including the approvals of  the  Illinois,
Louisiana,  Missouri  and Kentucky gaming  authorities)  and  the
financing of the transaction.  The merger is anticipated to close
in the second half of calendar 1999.

Results of Operations

Financial Highlights

                                                         %Increase/(Decrease)
                                                         ____________________
Years ended March 31,        1999       1998       1997  99 vs. 98  98 vs. 97
_____________________________________________________________________________
(Dollars in thousands, except per share amounts)

Casino Revenues
   Metropolis              $ 78,177   $ 80,225   $ 76,373   (2.6)      5.0
   Lake Charles             144,917    149,099    159,039   (2.8)     (6.3)
   Maryland Heights          91,341     68,575      3,876   33.2        (c)
   Mesquite                       -      4,438     23,372     (d)       (d)
___________________________________________________________________________
                           $314,435   $302,337   $262,660    4.0      15.1
___________________________________________________________________________

Total Revenues
   Metropolis              $ 81,146   $ 83,430   $ 79,501   (2.7)      4.9
   Lake Charles             153,933    157,102    167,107   (2.0)     (6.0)
   Maryland Heights          95,114     73,127      4,383   30.1        (c)
   Mesquite                       -      8,700     38,945     (d)       (d)
   Other                        885        859      1,274    3.0     (32.6)
___________________________________________________________________________
                           $331,078   $323,218   $291,210    2.4      11.0
___________________________________________________________________________

Operating Income (Loss)
   Metropolis              $ 18,302   $ 22,030   $ 21,619  (16.9)      1.9
   Lake Charles              26,075     24,692     25,828    5.6      (4.4)
   Maryland Heights (a)       5,896     (4,309)   (10,545) 236.8        (c)
   Mesquite                       -       (528)    (8,073)    (d)       (d)
   Corporate, development,
     preopening and other   (15,204)   (11,691)   (18,453) (30.0)     36.6
   Loss on demolition of
     hotel                   (6,095)         -          -      -         -
   Patron fee buy-out
     agreements              (4,699)         -          -      -         -
   City of Lake Charles
     agreement                    -     (4,153)         -      -         -
   Loss on sale of Mesquite       -        571    (57,397)    (e)       (e)
   Restructuring charge           -          -     (9,007)     -         -
____________________________________________________________________________
                           $ 24,275   $ 26,612   $(56,028)  (8.8)    147.5
____________________________________________________________________________

Other Information
   Depreciation and
     amortization (b)      $ 19,699   $ 20,806   $ 21,806   (5.3)     (4.6)
   Interest expense (net)  $ 21,158   $ 23,466   $ 15,761   (9.8)     48.9
   Net income (loss)       $  1,570   $  1,951   $(46,298)  19.5     104.2
   Net income (loss) per
     share assuming
     dilution              $   0.05   $   0.06   $  (1.56) (16.7)    103.8


                                        -19-

                                                        %Increase/(Decrease)
                                                        ____________________
Years ended March 31,          1999    1998    1997     99 vs. 98  98 vs. 97
____________________________________________________________________________
(Dollars in thousands, except per share amounts)

Operating Margin (operating
income/total revenues)(f)
   Metropolis                  22.6%    26.4%    27.2%      (3.8)pts   (0.8)pts
   Lake Charles                16.9%    15.7%    15.5%       1.2 pts    0.2 pts
   Maryland Heights             6.2%    (5.9%) (240.6%)     12.1 pts     (c)
   Mesquite                       -     (6.1%)  (20.7%)       (d)        (d)
   Consolidated                 7.3%     8.2%   (19.2%)     (0.9)pts   27.4 pts


(a)   Amount  includes the Company's 50% share  of  the  Maryland
      Heights   joint   venture  operating  losses,   which   include
      depreciation  and  amortization.  Such joint venture  operating
      losses  were $10.7 million, $11.2 million and $1.9 million  for
      1999, 1998 and 1997, respectively.

(b)   Amount excludes the Company's share of the Maryland Heights
      joint venture depreciation and amortization of approximately $4.8
      million,  $4.5 million, and $400,000 for 1999, 1998  and  1997,
      respectively, which are included in the joint venture operating
      losses as shown above.

(c)   The Maryland Heights facility opened on March 11, 1997, and
      was operational for less than one month in 1997.

(d)   The Mesquite facility was sold during the fourth quarter of
      1997, however, the Company operated the facility until the close
      of the transaction on June 30, 1997.

(e)   The 1998 amount represents reversals of accruals taken with
      respect to the 1997 loss on sale of Mesquite.

(f)   The "% Increase/(Decrease)" for operating margin represents
      the absolute difference in percentage points (pts) between the
      two periods.

Results of Operations

Revenues

      Increases in casino and total revenues in 1999 as  compared
to 1998 resulted from substantial revenue growth at the Company's
Maryland  Heights facility.  Revenue increases from this facility
more  than  offset  year-to-year decreases  in  revenues  at  the
Company's Metropolis and Lake Charles facilities and the  absence
of  any  revenues  from Mesquite after the sale/transfer  of  the
facility on June 30, 1997.

      The  revenue decrease in 1999 as compared to  1998  at  the
Metropolis facility was a result of lower table games play due in
part  to  tighter credit issuance standards.  This  decrease  was
partially   offset   by   increased  year-over-year   slot   win.
Competition for Metropolis customers has also intensified  during
1999, contributing to revenue decreases.

      The  revenue  decrease  experienced  at  the  Lake  Charles
facility during 1999 was primarily a result of lost patronage due
to   U.S.   Interstate  10  ("I-10")  road   construction.    The
construction  has  resulted in lanes of  I-10  being  closed  for
periods  of  time,  although the Company has been  advised  that,
whenever possible, one eastbound lane and one westbound lane will
remain  open, permitting access to and from the casino.   Traffic
delays  and  inconvenience caused by the road  construction  have
negatively  impacted  patronage and  resulting  revenues  at  the
facility.   The  first phase of I-10 road construction  has  been
completed  and  the second phase is expected to be  completed  by
October  1,  1999.  In addition, 1999 revenues were  impacted  by
severe weather during the second quarter of 1999.

      The  significant  revenue increase at the Maryland  Heights
facility in 1999 as compared to 1998 was due to continued  growth
in the St. Louis gaming market.  Year-over-year growth, from 1998
to  1999, was approximately 12% for the overall St. Louis  gaming
market  and  approximately 33% for the Company's  facility.   The
facility also benefited throughout 1999 from technology, approved
by  the  Missouri Gaming Commission in March, 1998,  that  allows
customers to purchase gaming tokens directly at the slot  machine
rather than requiring them to purchase gaming tokens from a  slot
attendant,  thereby  reducing customer wait time  and  increasing
slot play while still allowing accurate tracking of the $500  per
cruise loss limitation.

     Total food and beverage ("F&B") revenues have decreased each
year, over the three-year period, as a result of the sale of  the
Mesquite  facility  which was partially offset  by  F&B  revenues
generated from the opening of the Maryland Heights facility.  F&B
revenues were approximately $6.5 million, $1.6 million and $0  in
Mesquite  in 1997, 1998 and 1999, respectively, while in Maryland
Heights,  F&B revenues were approximately $260,000, $3.3  million
and $3.0 million in 1997, 1998 and 1999, respectively.


                                -20-

      Increases in casino and total revenues in 1998 as  compared
to  1997  resulted  primarily from the opening of  the  Company's
Maryland  Heights  facility in March, 1997.  Revenues  from  this
facility  more than offset decreases experienced at the Company's
Lake  Charles facility and the absence of a full year of revenues
from the Mesquite facility.

      The  year  over year increase in revenues at the Metropolis
facility  was  due  to  the new dining and entertainment  complex
which  was  placed  in service during December,  1997,  the  mild
winter  experienced in 1998, and the absence  of  flooding  which
adversely impacted Metropolis results in March, 1997.

      In  Lake  Charles, the Company experienced year  over  year
revenue  decreases  from 1998 as compared to  1997,  due  to  the
opening  of  a  second  riverboat by  its  primary  Lake  Charles
competitor in July, 1996, bringing the total number of riverboats
in  the  Lake  Charles market to four.  In addition, the  Company
significantly  curtailed its bus programs  at  the  Lake  Charles
facility in the last quarter of 1998 to eliminate programs  which
did not contribute to operating income.  Hotel revenues increased
in  the last quarter of 1998 due to the Company's acquisition  of
the former Lake Charles Holiday Inn.

      The Maryland Heights facility opened on March 11, 1997, and
contributed  revenues for three weeks in 1997  versus  an  entire
year  in 1998.  The mild winter in 1998 and the continued  growth
of  the  St.  Louis  gaming market have  resulted  in  sequential
quarterly increases in revenues.

      The  Mesquite  facility operated for three months  in  1998
prior to its sale on June 30, 1997, compared to an entire year in
1997.

Operating Income (Loss)

      Decreases in total operating income in 1999 as compared  to
1998  were attributable to decreases in operating income  at  the
Metropolis  facility,  a loss related to the  demolition  of  the
former  Players Hotel in Lake Charles, a charge relating  to  the
anticipated buy-out of a portion of the Lake Charles  per  Patron
Fee  payment obligation (as defined and explained below)  and  an
increase  in  corporate  expenses primarily  due  to  merger  and
acquisition  ("M  & A") related expenses.  The  effect  of  these
items  was partially offset by improved operating performance  in
Maryland Heights and Lake Charles in 1999 as compared to 1998.

      The  decline in operating income at the Metropolis facility
in   1999  versus  1998  was  a  result  of  increased  operating
expenditures  necessary  to prevent further  revenue  erosion  in
light  of increased competition.  In addition, gaming taxes  paid
by  the  facility  were higher in 1999 due  to  a  new  graduated
wagering tax, which became effective January 1, 1998.  For  1999,
the Company's effective tax rate was 20.9% as compared to the pre-
January, 1998 flat rate of 20%.

      The  increase in operating income experienced at  the  Lake
Charles  facility  during 1999 was a result of operating  expense
reductions  despite an increase in the Lake Charles  city  gaming
tax.   Lake  Charles  operating income  excludes  the  effect  of
certain  one-time charges taken in 1999 and 1998, as noted  above
and described below.

      During the fourth quarter of 1999, the former Players Hotel
located  in  Lake Charles was demolished to make way  for  a  250
space  surface  parking lot.  This resulted  in  a  $6.1  million
charge  to earnings which represented the net book value  of  the
hotel.

      In  August  1995, the Company acquired the  former  Players
Hotel in Lake Charles for $6.7 million plus future payments based
on  the  number  of  passengers boarding  the  riverboat  casinos
contiguous  to  it over the ensuing 28 years (the "Patron  Fee").
The estimated future payments were discounted at 11% and recorded
at  their  net  present  value  of $25.6  million  (the  "Payment
Obligation").    Actual  annual  payments  in   excess   of   the
amortization  of the net present value of the Payment  Obligation
are  expensed as incurred.  On March 1, 1999, the Company entered
into agreements (the "Patron Fee Buy-Out Agreements") with two of
the  parties receiving approximately 48% of the Patron Fee.   The
Company  will terminate its obligation to make future Patron  Fee
payments  to  these parties through a one-time lump sum  payment.
The   Payment  Obligation  related  to  the  Patron  Fee  Buy-Out
Agreements  was  $12.1  million.  Under the  Patron  Fee  Buy-Out
Agreements, the Company is obligated to pay $16.8 million in  the
aggregate,  subject to adjustments.  The excess  of  the  payment
amount  over  the  proportionate Payment Obligation  approximates
$4.7 million, and has been charged to earnings in 1999.

      On March 1, 1998, the Company reached an agreement with the
City  of Lake Charles (the "City") both to settle litigation  and
to establish a permanent method of calculating the City admission
fee  on  Players'  riverboats.   Under  the  new  agreement,  the
admission  fee  payments  to the City will  be  calculated  as  a
percentage  of  gaming revenue in lieu of a  passenger  admission
fee.  In addition, the settlement calls for a payment of $544,000
per  year  for ten years.  The present value of the fixed  annual
payments,  including expenses, was accounted for  as  a  one-time
charge of $4.2 million in the fourth quarter of 1998.


                                -21-

      The  Maryland Heights facility's operating income for  1999
and  operating  loss  for 1998 include the Company's  casino  and
food  and beverage operating results and the Company's 50%  share
in  the  operating losses of the Maryland Heights joint  venture.
The  year-over-year  improvement is primarily  due  to  increased
casino revenue and a reduction in the operating loss of the joint
venture.   1999  and 1998 comparative information is  as  follows
(dollars in thousands):

                                              1999        1998
                                              ____        ____
        Players Maryland Heights:
          Operating income                  $16,582     $ 6,903
        50% Share of Joint Venture:
          Operating loss                    (10,686)    (11,212)
                                            ________    ________

        Total operating income (loss)(a)    $ 5,896     $(4,309)
                                            ========    ========

(a)     The  1999 and 1998 total operating income (loss)  include
  depreciation  and  amortization of approximately  $4.1  million
  and  $3.9  million, respectively, attributable to the Company's
  casino  and  food  and beverage operations at Maryland  Heights
  and  approximately $4.8 million and $4.5 million, respectively,
  of  depreciation and amortization attributable to the Company's
  share of  the Maryland Heights joint venture.

      Increases in operating income in 1998 as compared to  1997,
excluding  the  loss  on the sale of Mesquite  and  restructuring
charge,  were  primarily  attributable to  decreased  losses  for
Maryland  Heights, the absence of operating losses  for  Mesquite
after  June  30, 1997, and a significant reduction in  corporate,
development, pre-opening and other expenses.

      The  Metropolis  facility's operating income  for  1998  as
compared  to  1997 remained stable.  Although revenues  increased
during the comparable periods, increases in promotional and other
expenses reduced operating margins in 1998 as compared to 1997.

      The  Lake Charles facility's operating income for 1998  was
$24.7 million as compared to $25.8 million resulting in operating
margins  of  15.7% and 15.5%, respectively.   The  year-over-year
operating  margin  increase was the result  of  cost  containment
efforts and the elimination of certain marketing programs.

      The  Maryland Heights facility commenced operations in  the
last  month  of 1997.  The operating loss for 1997  included  the
first  three weeks results of the Company's casino and  food  and
beverage  operations,  the  first  three  weeks  results  of  the
Company's 50% share in the operations of the joint venture,  pre-
opening  costs,  and  the write-down of land contributed  to  the
joint venture.

      In 1997, the Company entered into a definitive agreement to
sell  the  assets comprising the Mesquite facility  for  a  total
purchase price of $30.5 million.  The agreement was structured to
take place in two closings.  The initial closing was completed on
March  18, 1997, at which time the Company received $22.0 million
in  cash  for the non-gaming property and equipment. The  closing
for  the gaming and other furniture and equipment of the property
was  consummated  on  June 30, 1997, at which  time  the  Company
received $7.0 million in cash and a two-year promissory note  for
$1.5  million.   The Company entered into a lease agreement  with
the  purchaser  in which the Company leased the property  between
the first and the second closings and absorbed any income or loss
related to the operation of the facility during such period.   As
a result of this sale transaction, the Company recorded a pre-tax
loss approximating $57.4 million in 1997.

      In  1997,  the  Company made the decision to  significantly
reduce  its  pursuit  of  development  opportunities  in  new  or
emerging jurisdictions, and concentrate instead on improving  its
existing  operations.   This decision resulted  in  the  sale  of
assets   used  in  development  activities  or  held  for  future
development and the downsizing of corporate personnel engaged  in
developmental  activities.  As a result,  a  one-time  charge  of
approximately  $9.0  million,  consisting  of  the  net  loss  on
disposal   of   assets   and  the  cost  of  employee   severance
arrangements, was recorded in 1997.

       Corporate,  development,  pre-opening  &  other   expenses
increased in 1999 as compared to 1998 principally due to  M  &  A
related  initiatives.   In 1999, M & A related  expenses  totaled
approximately  $3.7 million.  In addition, the  Company  incurred
expenses  of   approximately $900,000 related to  its  successful
efforts  in  conjunction with the "Boat-in-a-Moat" referendum  in
Missouri.   In  1998 as compared to 1997, corporate, development,
pre-opening and other expenses decreased substantially due to the
absence  of  development activities in 1998  (approximately  $2.0
million  of development related expense was incurred in 1997),  a
$1.3  million decrease in corporate administrative expenses,  the
absence  in  1998 of a $2.6 million write-down for the impairment
of  Bluegrass Downs, and a difference of $1.3 million in 1998  as
compared  to  1997 in the amount of unamortized  financing  costs
written off.

      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.  During the fourth quarter of fiscal 1997,  the
Company  reevaluated  its  investment  in  Bluegrass  Downs   and
committed  to  a  plan  to remove from service  and  replace  the

                                -22-

Metropolis  dining and entertainment barge.  In  accordance  with
SFAS   121,  impairment  losses  for  Bluegrass  Downs  and   the
Metropolis barge of $2.6 million and $700,000 respectively,  were
recorded in 1997.

      The  decrease in depreciation and amortization  expense  in
1999 as compared to 1998 was primarily a result of a reduction in
amortization  expense.    In 1998, $1.3  million  in  unamortized
financing costs were written off in conjunction with the  closing
of  a  new  credit  facility.   In  1998  as  compared  to  1997,
depreciation  and  amortization  expense  decreased  due  to  the
absence  of  Mesquite  depreciation in 1998 which  was  partially
offset by a full year of depreciation in Maryland Heights.   This
was  coupled  with  a  decrease  in unamortized  financing  costs
written off of $1.4 million between the two periods.

Interest Expense (Net)

      Interest expense, net of interest income, decreased in 1999
as  compared  to  1998 due to reductions in  the  Company's  bank
borrowings and average borrowing rate.  The lower interest  rates
are  contained  in  a  new $80 million,  five  year  bank  credit
agreement that closed in March, 1998.  Interest expense,  net  of
interest  income, increased in 1998 as compared to  1997  due  to
additional  borrowings to complete the Maryland Heights  facility
and  to  acquire the former Lake Charles Holiday Inn, an increase
in  the  Company's average borrowing rate, and a decrease in  the
amount  of  capitalized  interest.  The  interest  rate  increase
resulted from revisions to the Company's bank credit agreement in
December,  1996.  There was no capitalized interest in 1999,  and
in  1998 and 1997, capitalized interest totaled $381,000 and $6.7
million, respectively.

Effective Income Tax Rate

      The effective income tax rate increased in 1999 to 49.6% as
compared  to 38% in 1998.  This increase is primarily the  result
of  the  non-deductibility of expenses related to the "Boat-in-a-
Moat" referendum, as previously described.   In 1997, the Company
recorded  a significant loss related to the sale of the  Mesquite
facility resulting in a tax benefit of 36%.

Additional Factors Affecting Future Operating Income

      Road  construction is underway on I-10 near  the  Company's
Lake  Charles facility.  The construction has resulted  in  lanes
of  1-10  being closed for periods of time, although the  Company
has  been advised that, whenever possible, one eastbound lane and
one  westbound  lane will remain open, permitting access  to  and
from the casino.  Traffic delays and inconvenience caused by road
construction have negatively impacted patronage to the  Company's
facility  and may continue to do so through, and perhaps  beyond,
the  completion of this project.  The first phase  of  I-10  road
construction has been completed, and the second phase is expected
to be completed by October 1, 1999.

      On May 25, 1999, the Illinois State Legislature approved  a
bill  that would allow dockside gaming for all Illinois  casinos.
Dockside gaming would, in effect, allow continuous entry and exit
from   riverboat   casinos   and   eliminate   current   cruising
requirements. If approved by the Governor, dockside gaming  could
go into effect during the second quarter of fiscal 2000.

      On May 15, 1999, the Missouri State Legislature approved  a
bill that would permit gaming patrons to play slot machines using
credits  received  in exchange for currency  inserted  into  slot
machine  bill acceptors.  Currently, Missouri gaming  regulations
require tokens to be dispensed when bills are inserted for  play.
The bill has been sent to the Governor for approval. If approved,
this  change  could go into effect during the second  quarter  of
fiscal 2000.

Investments and Capital Expenditures

      During  the fourth quarter of 1999, the Company  demolished
the  former  Players  Hotel  in  Lake  Charles.  Construction  of
approximately 250 additional paved parking spaces on the site  of
the  former  hotel was substantially completed  by  Memorial  Day
weekend,  1999, with the balance of the work to be  completed  by
the  end  of  June,  1999.   The cost of the demolition  and  the
surface parking lot is estimated to approximate $2.3 million,  of
which $312,000 was incurred as of March 31, 1999.

      In  January,  1998, the Company acquired a 269-room  hotel,
formerly  operated as the Lake Charles Holiday Inn, for  a  total
purchase price of approximately $19.2 million.

      In  December,  1997, the Company opened a  new  dining  and
entertainment  barge  at  the  Metropolis  facility.   The  total
project  cost,  excluding capitalized interest, was approximately
$9.6 million.

      In  March,  1997,  the Company opened its Maryland  Heights
facility.   The  Company's  share  of  the  total  project  cost,
excluding capitalized interest, approximated $141.0 million.

                                -23-

Capital Resources and Liquidity

      The  Company's balance sheet at March 31, 1999, as compared
to   March   31,   1998,  reflects  normal  maintenance   capital
expenditures  and  a  decrease in  bank  debt  funded  from  cash
provided by operations.  The balance sheet at March 31, 1998,  as
compared  to  March  31, 1997, reflects capital  expenditures  in
Maryland  Heights and Metropolis, the acquisition of  the  former
Lake  Charles Holiday Inn, the associated increase in bank  debt,
and  tax refunds received in 1998 related to the loss on the sale
of Mesquite.

     During 1999, cash generated by operations was primarily used
to   reduce   bank   borrowings.   The  bank  credit   facility's
outstanding  balance on March 31, 1999, and March 31,  1998,  was
$5.0  million and $30.0 million, respectively.  During 1998, cash
generated  by  operations, cash from the  sale  of  the  Mesquite
facility and the associated tax refund, net bank borrowings,  and
equipment financing were the sources of funds for investments  in
Maryland  Heights,  the  construction  of  the  new  dining   and
entertainment facility in Metropolis, and the acquisition of  the
former  Lake  Charles  Holiday Inn.  In July  1997,  the  Company
received  approximately $7.0 million in cash from the  completion
of  the  sale of the Mesquite facility and $23.8 million  from  a
Federal  income  tax refund for the fiscal year ended  March  31,
1997.

      In March, 1998, the Company closed an $80 million five year
bank   credit  agreement  with  Wells  Fargo  and  a   group   of
participating banks.  The terms of this agreement specify current
borrowing rates of 2.10% over LIBOR or 0.60% over the prime rate.
Applicable  borrowing rates are based on the Company's  financial
performance  against  bank benchmarks.  Maximum  borrowing  rates
under  this  agreement are 2.50% over LIBOR or 1.00% over  prime.
The Company makes the decision to borrow at either prime or LIBOR-
based  rates  in  view of pricing and flexibility considerations.
The  agreement contains covenants that, among other things, place
restrictions  on  additional  indebtedness,  dividends,   capital
expenditures, and limit share repurchases to $10 million plus 50%
of net income during the term of the facility.

     The Company believes that expected cash flow from operations
will   be   sufficient  to  meet  working  capital   requirements
(including the buy-out of the per Patron Fee obligation)  through
March  31, 2000.  Cash requirement needs beyond what is available
from operating cash flow, such as significant capital expenditure
projects, if any, can be met through the Company's $80.0  million
bank credit facility of which $5.0 million was outstanding as  of
March  31,  1999.   The  Company  currently  has  no  plans   for
significant  capital expenditures beyond its  normal  maintenance
capital expenditures.

Contingencies

      In April, 1997, a federal investigation of former Louisiana
Governor  Edwin  Edwards,  his son Stephen  Edwards,  Richard  D.
Shetler  and  others  with respect to their  involvement  in  the
riverboat  gaming industry and other matters became public.  Upon
learning  of  the  investigation, the Company  immediately  began
cooperating with the federal authorities.  (Stephen Edwards is  a
former  outside  attorney and Richard  D.  Shetler  is  a  former
consultant  to  and lobbyist for the Company in  Louisiana.)   In
August,  1998, the Company was advised in writing by  the  United
States  Attorney  that neither the Company  nor  its  current  or
former   employees  were  subjects  or  targets  of  the  federal
investigation.   On October 9, 1998, Richard D.  Shetler  pleaded
guilty  to  conspiracy to commit extortion of  the  Company.   On
November  6,  1998,  a grand jury of the United  States  District
Court for the Middle District of Louisiana returned an indictment
against Edwin Edwards, Stephen Edwards, and four other defendants
for  matters  relating  to the riverboat  casino  industry.   The
indictment  charges  Edwin  Edwards  and  Stephen  Edwards   with
extorting  and conspiring to extort the Company in  violation  of
the  Racketeer Influenced Corrupt Organizations Act, or RICO Act,
and  interstate travel in aid of racketeering.  On  November  12,
1998,  the  defendants pleaded not guilty to the allegations  set
forth  in  the  indictment.  The Missouri Gaming Commission,  the
Illinois Gaming Board and the Louisiana Gaming Control Board  are
each  aware of and are each investigating the involvement of  the
Company  in  the  Shetler  and Edwards  cases  to  determine  the
suitability  of  the Company and its subsidiaries  for  continued
licensure.   The Company has and will continue to cooperate  with
the  gaming  regulatory authorities in their investigations.   To
date, none of the gaming regulatory authorities has commenced any
disciplinary  action against the Company or any of its  employees
as  a  result  of the Shetler and Edwards cases or other  related
matters.   The  Company is unable at this stage to determine  the
likely  outcome  of  these  gaming regulatory  investigations  or
estimate the amount or range of potential loss, if any.

      The  U.S.  Coast  Guard regulates each cruising  riverboat.
U.S. Coast Guard regulations require that hulls of vessels of the
type being operated by the Company in Lake Charles and Metropolis
be  inspected every five years at a U.S. Coast Guard approved dry
docking  facility which will cause a temporary  loss  of  service
that  could last one month or longer, unless the U.S. Coast Guard
determines that an alternative to dry docking is acceptable.  The
next  inspections scheduled to occur are in the fall of  calendar
2000 for the Metropolis Riverboat, the fall of calendar 2000  for
the  Lake Charles Players III Riverboat, and the fall of calendar
2003  for  the  Lake  Charles Star Riverboat.   In  the  fall  of
calendar 1998, the Company received approval from the U.S.  Coast
Guard  to conduct an underwater onsite inspection of the hull  of
the Lake Charles Star Riverboat as an alternative to dry docking.
However, after conducting an analysis of the options, the Company
chose   dry   docking,  which  lasted  approximately  one   week.
Circumstances and the option to perform an underwater  inspection
may  differ at the time inspection is required for the Metropolis
Riverboat  and  the  Players III Riverboat.  An  underwater  hull
inspection   would  likely  involve  a  minimal   disruption   in
operations,  however, no assurance can be given that dry  docking
will  not  be required.  If underwater inspection is not approved

                                -24-

for   future  inspections  and  dry  docking  is  necessary,  the
resultant loss of service of the respective riverboat  could have
a material adverse effect on the Company's results of operations.

Year 2000

      The "Year 2000" problem refers to the inability of computer
hardware, software, and embedded chips to recognize and  properly
process  data fields containing a two digit year.  As  a  result,
date sensitive systems may recognize dates using "00" as the year
1900  rather than the year 2000.  A system which is not Year 2000
compliant  would  not  be  able to correctly  process  date-based
information,  and  in  extreme  situations,  could  cause  entire
systems to be disabled.

     In its initiative to become Year 2000 compliant, the Company
has  conducted a comprehensive review of its hardware,  software,
systems  relying  on  embedded chips, and its vendor  affiliates.
For  purposes of this process, the Company identified five phases
in  its  Year  2000  Readiness  Plan,  which  include  awareness,
assessment,   renovation,   testing  and   implementation.    The
awareness  and  assessment phases have  been  completed  and  the
Company is now in the process of completing the upgrade cycle for
its  major  Information Technology ("IT") systems.   The  Company
does  not rely on internally developed, proprietary systems,  but
rather on "canned" software solutions purchased from third  party
vendors.    As   part  of  the  upgrade  process,   testing   and
implementation of new IT systems will be completed.  All critical
operating systems have been updated and deemed compliant with the
exception  of the Company's slot accounting system  at  its  Lake
Charles   facility.   The  Lake  Charles  facility  is  currently
installing  a new Year 2000 compliant slot accounting  system  as
part of its planned change in operating platforms.

      A complete inventory and identification of embedded systems
and  vendor  affiliates  has  been  completed.   The  Company  is
currently in the process of testing its embedded systems for Year
2000  compliance and performing follow-up communication with  its
critical  vendors to assess their respective Year 2000 compliance
status.  The Company's current focus is on the testing phase  and
any  necessary renovation of assets identified as critical.   The
Company anticipates completing its testing as well as its overall
Year 2000 readiness by mid-1999.

      The  Company  has initiated the design of  a  comprehensive
contingency  plan  to  address  alternative  solutions  for   any
remaining  potential  Year 2000 exposure or  possible  unforeseen
system  failures.  Critical operating systems are  backed  up  by
detailed  manual procedures that are initiated during periods  of
system malfunctions.  Nonetheless, the Company believes there are
a  number  of external risk factors that are out of the Company's
control, which could have a material effect on operations and the
financial  results thereto.  The most serious of  these  external
risk  factors  include, but are not limited to,  the  failure  of
utility  providers  to  continue service (including  electricity,
gas,  water,  sewer  and  similar services),  the  disruption  of
banking services (including the Company's access to cash and  the
ability  of customers to access cash through the use of automated
teller  machines),  and  the U.S. Coast  Guard  imposed  waterway
closures.   Like all other businesses, the Company's  ability  to
predict the eventual outcome of the Year 2000 problem is hampered
by  the  breadth and the depth of the issue and the unprecedented
nature  of  the  problem.  However, the Company  believes  it  is
taking  the  necessary  steps within its power  to  mitigate  any
potential  disruption  in operations and  financial  losses  that
could result.

      As  of  March 31, 1999, the Company had either expended  or
committed  approximately  $550,000 on its  Year  2000  compliance
efforts  and expects to expend no more than $1.0 million  in  the
aggregate.   Estimated  completion  dates  and  total  costs  are
reflective  of  management's  best  estimates;  however,   actual
results could differ.

Effects of Recent Accounting Pronouncements

       The   Financial  Accounting  Standards  Board  has  issued
Statement  on  Financial Accounting Standards ("SFAS")  No.  131,
Disclosure   about   Segments  of  an  Enterprise   and   Related
Information, and was adopted for 1999.  The Company presently has
one  reportable segment, riverboat casinos.  The horse  racetrack
facility  is  not considered to be material to the operations  of
the  Company.   The  adoption of SFAS  131  did  not  affect  the
Company's results of operations or financial position.

      In  April, 1998, the American Institute of Certified Public
Accountants'  Accounting Standards Committee issued Statement  of
Position No. 98-5, Reporting on the Costs of Start-Up Activities,
which is effective for fiscal years beginning after December  15,
1998.  This standard provides guidance on the financial reporting
of start-up activities and organization costs.  It requires these
costs  to  be  expensed  as incurred.  The  Company's  accounting
policy  has always been and will continue to be to expense start-
up  and  organization costs as incurred; therefore, Statement  of
Position  98-5 will not have an effect on the Company's financial
position or results of operations.

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

                                -25-

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  approval   and
subsequent closing of the merger between the Company and Jackpot,
the  effects  of  competition,  the  resolution  of  pending   or
threatened litigation or regulatory proceedings, plans for future
riverboat  hull  inspections,  I-10  road  construction  in  Lake
Charles,   dockside   gaming  in  Illinois,   the   bill-to-meter
initiative in Missouri, regulatory approval of the Patron Fee Buy-
Out  Agreements, Year 2000 compliance efforts and  costs,  future
borrowing  and  capital  costs, plans for  future  expansion  and
property  enhancements, 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,  tax  regulation, and the  potential  for  regulatory
reform).   Forward looking statements can generally be identified
by  the use of forward-looking terminology such as "may", "will",
"expect", "intend", "estimate", "believe", or "continue"  or  the
negative  thereof  or variations thereon or similar  terminology.
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 of operations.  These  uncertainties  and
risks  include,  but are not limited to, those  relating  to  the
approval and subsequent closing of the merger between the Company
and Jackpot, 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 state and  local  gaming  laws  and
regulations,  development and construction  activities,  leverage
and   debt   service  requirements  (including   sensitivity   to
fluctuation in interest rates), general economic conditions,  the
results  of various gaming regulatory authorities' investigations
as to the Company's suitability for continued licensure, the U.S.
Coast  Guard's  acceptance of underwater hull inspections  as  an
alternative to dry docking and inspection, changes in federal and
state  tax laws, the disruption to Lake Charles operations caused
by  road  construction, dockside gaming in Illinois, the approval
of  bill-to-meter in Missouri, regulatory approval of the  Patron
Fee  Buy-Out Agreements,  Year 2000 compliance efforts and costs,
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.   As  a  consequence,   current   plans,
anticipated  actions, and future financial condition and  results
from  operations may differ from those expressed in any  forward-
looking  statements made by or on behalf of the  Company  and  no
assurance  can  be given that such statements will  prove  to  be
correct.

Item  7A.  Quantitative and Qualitative Disclosures about  Market
           Risk
_________  ______________________________________________________

      Except for the Company's bank credit agreement, under which
$5.0  million  was  outstanding at March 31,  1999,  all  of  the
Company's other long-term debt bears interest at fixed rates.  At
March 31, 1999, the average interest rate applicable to the  bank
credit agreement was 7.29%.  An increase of one percentage  point
in  the  average  interest rate applicable  to  the  bank  credit
agreement  outstanding  at  March 31, 1999,  would  increase  the
Company's annual interest costs by approximately $50,000.

     Although the Company manages its short-term cash assets with
a  view to maximizing return with minimal risk, the Company  does
not  invest  in market rate sensitive instruments for trading  or
other  purposes,  including so-called derivative securities,  and
the Company is not exposed to foreign currency exchange risks  or
commodity price risks in its portfolio transactions.

                                -26-


Item 8.   Financial Statements and Supplementary Data
_______   ___________________________________________

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                           Page

Report of Independent Auditors                              28

Consolidated Balance Sheets as of March 31, 1999 and 1998   29

Consolidated Statements of Operations for the Years Ended
     March 31, 1999, 1998 and 1997                          30

Consolidated Statements of Stockholders' Equity for the
     Years Ended March 31, 1999, 1998 and 1997              31

Consolidated Statements of Cash Flows for the Years Ended
     March 31, 1999, 1998 and 1997                          32

Notes to Consolidated Financial Statements                  34


                                -27-


                 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,
1999  and  1998,  and  the  related  consolidated  statements  of
operations, stockholders' equity, and cash flows for each of  the
three years in the period ended March 31, 1999.   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, 1999 and 1998, and the consolidated
results  of  its operations and its cash flows for  each  of  the
three  years  in the period ended March 31, 1999,  in  conformity
with generally accepted accounting principles.


                                   ERNST & YOUNG LLP


Philadelphia, Pennsylvania
May 19, 1999

                                -28-


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

                           ASSETS

                                                           March 31,
                                                    _____________________
                                                        1999       1998
                                                     _________  _________

Current assets:
  Cash and cash equivalents                          $ 25,687   $ 17,223
  Accounts  receivable, net of allowance for
    doubtful accounts of $461 at March 31,
      1999 and $786 at March 31, 1998                   1,882      3,559
  Inventories                                           1,164      1,476
  Notes receivable                                      1,500          -
  Deferred income tax                                   3,281      2,010
  Income taxes refundable                                 634      6,580
  Prepaid expenses and other current assets             2,081      2,285
                                                    __________  _________
     Total current assets                              36,229     33,133
                                                    __________  _________

Property and equipment, net of accumulated
  depreciation and amortization of $59,846 at
  March 31, 1999 and $44,405 at March 31, 1998        222,437    237,478
                                                     _________  _________

Notes receivable                                            -      1,500
                                                     _________  _________

Intangibles, net of accumulated amortization of
  $4,535 at March 31, 1999 and $3,572
  at March 31, 1998                                    34,344     35,302
                                                     _________  _________

Investment in joint venture                            91,034     96,587
                                                     _________  _________

Other assets                                            5,091      5,587
                                                     _________  _________

Total assets                                         $389,135   $409,587
                                                     =========  =========

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                  $    541   $  2,008
  Accounts payable                                      3,627      4,590
  Accrued liabilities                                  31,197     29,600
  Other liabilities                                    19,555      3,007
                                                     ________   ________
     Total current liabilities                         54,920     39,205
                                                     ________   ________

Deferred income tax                                     2,959      2,930
                                                     _________  _________

Long-term debt, net of current portion                155,000    180,541
                                                     _________  _________

Other long-term liabilities                            16,444     28,997
                                                     _________  _________

Commitments and contingencies (Note 19)

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- 32,704,837
    shares at March 31, 1999 and
    32,613,498 shares at March 31, 1998                   163        163
  Additional paid-in capital                          132,666    132,338
  Treasury stock, at cost; 672,100 shares              (7,294)    (7,294)
  Retained earnings                                    34,277     32,707
                                                     _________  _________
     Total stockholders' equity                       159,812    157,914
                                                     _________  _________

Total liabilities and stockholders' equity           $389,135   $409,587
                                                     =========  =========


The accompanying notes are an integral part of these consolidated statements.

                                -29-


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

                                                  Years ended March 31,
                                              _____________________________
                                                1999      1998       1997
                                              ________  ________   ________
Revenues:
  Casino                                      $314,435  $302,337   $262,660
  Food and beverage                              9,799    11,978     14,139
  Hotel                                          3,042     3,159      6,608
  Other                                          3,802     5,744      7,803
                                              ________  ________   ________
                                               331,078   323,218    291,210
                                              ________  ________   ________
Costs and expenses:
  Casino                                       142,155   141,755    122,250
  Food and beverage                              8,426    10,654     14,185
  Hotel                                          1,279     1,208      3,144
  Other operating expenses                      41,958    41,076     37,895
  Selling, general and administrative           59,307    58,531     56,246
  Corporate and other non-operating costs       12,499     7,782      9,102
  Allocated amounts of joint venture            10,686    11,212      1,934
  Patron fee buy-out agreements                  4,699         -          -
  Loss on demolition of hotel                    6,095         -          -
  City of Lake Charles agreement                     -     4,153          -
  Loss on sale of Mesquite property                  -      (571)    57,397
  Restructuring charge                               -         -      9,007
  Impairment and write-down of assets                -         -      7,357
  Pre-opening and gaming development costs           -         -      6,915
  Depreciation and amortization                 19,699    20,806     21,806
                                               _______  ________   ________
                                               306,803   296,606    347,238
                                               _______  ________   ________

  Income (loss) before other income
    (expense) and provision (benefit)
    for income taxes                            24,275    26,612    (56,028)
                                               _______  ________   _________

Other income (expense):
  Interest income                                  438       651        237
  Interest expense                             (21,596)  (24,117)   (15,998)
                                               ________  ________  _________
                                               (21,158)  (23,466)   (15,761)
                                               ________  ________  ________

Income (loss) before provision (benefit)
  for income taxes                               3,117     3,146    (71,789)

  Provision (benefit) for income taxes           1,547     1,195    (25,491)
                                               _______   _______  __________

Net income (loss)                              $ 1,570   $ 1,951  $ (46,298)
                                               =======   =======  ==========


Earnings (loss) per common share
        Basic and diluted                        $0.05     $0.06     ($1.56)

The accompanying notes are an integral part of these consolidated statements.

                                -30-

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE THREE YEARS ENDED MARCH 31, 1999
                     (dollars in thousands)


                                   Additional
                     Common Stock   Paid-In Unrealized Treasury Stock  Retained
                   Shares    Amount Capital    Loss     Shares  Amount Earnings
                   ______    ______ _______ __________ ________ ______ ________

Balance, March 31,
 1996              29,187,480  $149  $123,719 $     (1) 672,100 $7,294  $77,054
Shares issued for
 warrants exercised 2,100,000    11     5,590        -        -      -        -
Shares issued
 pursuant to
 retirement agreement 603,768     3     2,996        -        -      -        -
Expired put options         -     -       (49)       -        -      -        -
Change in unrealized
 loss on marketable
 securities, net of tax     -     -         -        1        -      -        -
Net loss                    -     -         -        -        -      -  (46,298)
                   __________  ____  ________ ________  _______ ______ ________

Balance, March 31,
 1997              31,891,248   163   132,256        -  672,100  7,294   30,756
Shares issued under
 stock option plans    50,150     -        82        -        -      -        -
Net income                  -     -         -        -        -      -    1,951
                   __________  ____  ________ ________  _______ ______ ________

Balance, March 31,
 1998              31,941,398   163   132,338        -  672,100  7,294   32,707
Shares issued under
 stock option plans    91,375     -       287        -        -      -        -
Stock option
 compensation               -     -        41        -        -      -        -
Other                     (36)    -         -        -        -      -        -
Net income                  -     -         -        -        -      -    1,570
                   __________  ____  ________ ________  _______ ______ ________

Balance, March 31,
 1999              32,032,737  $163  $132,666 $      -  672,100 $7,294  $34,277
                   ==========  ====  ======== ========  ======= ======  =======

The accompanying notes are an integral part of these consolidated statements.

                                -31-

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


                                                    Years ended  March 31,
                                                  __________________________
                                                    1999     1998     1997
                                                  ________  _______ ________
Cash flows from operating activities:
Net income (loss)                                 $  1,570  $ 1,951 $(46,298)
Adjustment to reconcile net income (loss) to net
  cash provided by operating activities:
 Depreciation and amortization                      19,699   20,806   21,806
 Loss (gain) on disposition of property and
   equipment                                         6,515      (98)  60,321
 Impairment and write-down of assets                     -        -    7,357
 Equity in allocated amounts of joint venture        4,806    4,497    1,934
 City of Lake Charles agreement                          -    4,000        -
 Patron fee buy-out agreements                       4,699        -        -
 Stock issued pursuant to retirement agreements          -        -    3,000
 Deferred income taxes                              (1,242)   7,455    1,332
 Other                                                 413    1,059      924

Changes in assets and liabilities:
 Accounts and notes receivable                       1,302   (1,476)   3,551
 Inventories                                           312      479   (1,269)
 Income taxes payable (refundable)                   5,946   20,954  (27,462)
 Prepaid expenses and other current assets             204    1,712      975
 Other assets                                         (183)     159    1,141
 Accounts payable                                     (963)  (1,876)    (270)
 Accrued liabilities                                 1,597   (4,369)      80
 Other liabilities                                    (732)  (1,988)   1,336
                                                  ________  _______ ________

      Net cash provided by operating activities     43,943   53,265   28,458
                                                  ________ ________ ________

Cash flows from investing activities:
 Purchases of property and equipment                (9,416) (40,216) (46,499)
 Proceeds from disposal of property and
  equipment                                             76    7,718   30,749
 Proceeds from sale of marketable securities             -        -    4,401
 Investment in joint venture                           775   (5,379) (61,875)
                                                  ________ ________ ________

   Net cash used in investing activities            (8,565) (37,877) (73,224)
                                                  ________ ________ ________

Cash flows from financing activities:
 Proceeds from issuance of long-term debt           20,000   48,000   65,500
 Repayments of long-term debt                      (47,008) (65,356) (22,500)
 Debt issuance costs                                  (193)  (1,458)  (2,051)
 Proceeds from exercise of stock options and
  warrants                                             287       82    5,598
                                                  ________ ________ ________
   Net cash provided by (used in) financing
    activities                                     (26,914) (18,732)  46,547
                                                  ________ ________ ________

Net increase (decrease) in cash and
 cash equivalents                                    8,464   (3,344)   1,781

Cash and cash equivalents at beginning of year      17,223   20,567   18,786
                                                 _________ ________ ________

Cash and cash equivalents at end of year         $  25,687 $ 17,223 $ 20,567
                                                 ========= ======== ========

The accompanying notes are an integral part of these consolidated statements.

                                -32-

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

Supplemental cash flow disclosure:

                                                     Years ended March 31,
                                                   _________________________
                                                    1999     1998      1997
                                                   _______  _______  _______
 Interest paid                                     $21,283  $24,507  $22,637
 Income taxes paid                                   1,835        9    4,159
 Debt incurred to purchase land and equipment            -    3,905        -
 Note receivable on sale of Mesquite property            -    1,500        -
 Assets acquired through capital leases                  -      715        -


The accompanying notes are an integral part of these consolidated statements.

                                -33-

             Players International, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Fiscal Year
      Players  International, Inc. (the "Company") has  a  fiscal
year  that  ends on March 31.  References to 1999, 1998  or  1997
refer  to  the  fiscal year ending March 31, 1999, 1998  or  1997
respectively.

Basis of Presentation
      The  Company,  through wholly owned subsidiaries,  operates
five riverboat casinos, 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.   Two  of the facilities include hotel operations.   During
1997,  the majority of the assets comprising the Mesquite, Nevada
facility  ("Mesquite") were sold.  The remaining assets  of  that
facility were sold in the first quarter of 1998.

Principles of Consolidation
      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.

Reclassifications
     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
      Cash  includes  the minimum cash balances  required  to  be
maintained  by  certain state gaming commissions,  which  totaled
approximately  $6,030,000 and $3,872,000 at March  31,  1999  and
1998,   respectively.   Cash  equivalents   are   highly   liquid
investments  with a maturity of less than three  months  and  are
stated  at  the lower of cost or market value which  approximates
fair 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  $23,308,000,   $24,616,000   and
$27,238,000  for the years ended March 31, 1999, 1998  and  1997,
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:

                                                    Years ended March 31,
                                                ___________________________
                                                   (dollars in thousands)
                                                  1999      1998      1997
                                                ________  ________  ________
          Food and beverage                     $ 16,353  $ 17,661  $ 20,736
          Hotel                                      945       767     1,281
          Other                                      564       778     1,527
                                                ________  ________  ________
                                                $ 17,862  $ 19,206  $ 23,544
                                                ========  ========  ========

Pre-opening and Gaming Development Costs
     The Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants has issued Statement of
Position  ("SOP")  98-5,  Reporting  on  the  Costs  of  Start-Up
Activities.   SOP  98-5 requires that the costs of  all  start-up
activities, as defined in the SOP, be expensed as incurred.   The
SOP  is  effective for fiscal years beginning after December  15,
1998.   This  SOP will have no effect on the Company because  all
pre-opening and development costs are expensed as incurred.

                                -34-

             Players International, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements


Credit Risk
      Historically, credit losses have not been material  to  the
results of operations. The financial instruments that subject the
Company   to   credit  risk  consist  principally   of   accounts
receivable.    Ongoing  credit  evaluations  are  performed   and
potential credit losses are expensed at the time a receivable  is
deemed to be uncollectible.

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 $381,000 and $6,714,000 in  1998
and  1997,  respectively.  There was no capitalized  interest  in
1999.

     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 the lease term.

     The following estimated useful lives are used:

             Riverboats and barges  30 - 40 years
             Buildings              20 - 40 years
             Furniture, fixtures
              and equipment          5 - 7  years
             Leasehold and land
              improvements          Lesser of useful life or lease term

       Depreciation  expense  of  $17,868,000,  $17,181,000   and
$16,405,000  was  recorded for the fiscal years ended  March  31,
1999, 1998 and 1997, respectively.  Amortization expense amounted
to  $1,831,000, $3,625,000 and $5,401,000 in 1999, 1998 and 1997,
respectively.

      The  Company  periodically assesses the  recoverability  of
property  and equipment and evaluates such assets for  impairment
whenever  events  or changes in circumstances indicate  that  the
carrying  amount  of  an  asset may  not  be  recoverable.  Asset
impairment is determined to exist if estimated future cash flows,
undiscounted  and  without interest charges, are  less  than  the
carrying amount.

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.

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.

Earnings Per Share
      Basic earnings per share is computed by dividing net income
(loss)   by   the  number  of  weighted  average  common   shares
outstanding  during  the year.  Diluted  earnings  per  share  is
computed  by dividing net income (loss) by the number of weighted
average  common  shares outstanding during  the  year,  including
common stock equivalents (see Note 17).

Recently Issued Accounting Standard
       The   Financial  Accounting  Standards  Board  has  issued
Statement  on  Financial Accounting Standards ("SFAS")  No.  131,
Disclosure   about   Segments  of  an  Enterprise   and   Related
Information, and was adopted for 1999.  The Company presently has
one  reportable segment, riverboat casinos.  The horse  racetrack
facility  is  not considered to be material to the operations  of
the  Company.   The  adoption of SFAS  131  did  not  affect  the
Company's results of operations or financial position.

                                -35-

           Players International, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements

Note 2 - Agreement and Plan of Merger

      In  February, 1999, the Company entered into  a  definitive
agreement  and  plan  of  merger with Jackpot  Enterprises,  Inc.
("Jackpot").   Pursuant  to the terms of the  agreement,  Jackpot
will acquire the Company for $8.25 per share, consisting of $6.75
per share in cash and $1.50 in Jackpot's common stock, subject to
adjustment  under certain circumstances, for each  share  of  the
Company's outstanding common stock.  The completion of the merger
is  subject to a number of conditions, including approval by  the
stockholders   of  both  companies,  receipt  of  all   necessary
regulatory  approvals (including the approvals of  the  Illinois,
Louisiana,  Missouri  and Kentucky gaming  authorities)  and  the
financing of the transaction.  The merger is anticipated to close
in the second half of calendar 1999.

Note 3 -  Patron Fee Buy-Out Agreements

      In  August  1995, the Company acquired the  former  Players
Hotel  in Lake Charles 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 "Patron  Fee").
The estimated future payments were discounted at 11% and recorded
at   their   net  present  value  of  $25,568,000  (the  "Payment
Obligation").    Actual  annual  payments  in   excess   of   the
amortization  of the net present value of the Payment  Obligation
are  expensed as incurred.  On March 1, 1999, the Company entered
into agreements (the "Patron Fee Buy-Out Agreements") with two of
the  parties receiving approximately 48% of the Patron Fee.   The
Company  will terminate its obligation to make future Patron  Fee
payments  to  these parties through a one-time lump sum  payment.
The   Payment  Obligation  related  to  the  Patron  Fee  Buy-Out
Agreements  was  $12,060,000.   Under  the  Patron  Fee   Buy-Out
Agreements,  the Company is obligated to pay $16,760,000  in  the
aggregate,  subject to adjustments.  The excess  of  the  payment
amount  over  the  proportionate Payment Obligation  approximates
$4,700,000, and has been charged to earnings in 1999.

Note 4 - Accrued Liabilities

     A summary of accrued liabilities is as follows:

                                                            March 31,
                                                     ______________________
                                                     (dollars in thousands)
                                                        1999        1998
                                                     _________    _________
     Insurance claims                                $   1,555    $   1,404
     Accrued payroll and related expenses                9,162        9,814
     Accrued interest expense                            7,556        7,476
     Accrued bonus points                                2,544        1,831
     Accrued gaming taxes                                1,833        2,142
     Progressive jackpot liabilities                     1,010          843
     Other accruals                                      7,537        6,090
                                                     _________    _________
                                                     $  31,197    $  29,600
                                                     =========    =========
Note 5 - Other Liabilities

     A summary of other liabilities is as follows:

                                                           March 31,
                                                     ______________________
                                                     (dollars in thousands)
                                                        1999         1998
                                                     _________   __________
     Patron Fee Buy-Out Agreement obligation
       (See Note 3)                                  $  16,760   $        -
     Other                                               2,795        3,007
                                                     _________   __________
                                                     $  19,555   $    3,007
                                                     =========   ==========

                                -36-

              Players International, Inc. and Subsidiaries
               Notes to Consolidated Financial Statements

Note 6 - Property and Equipment

     A summary of property and equipment is as follows:

                                                            March 31,
                                                    _______________________
                                                     (dollars in thousands)
                                                       1999         1998
                                                    __________   __________
     Land and buildings                             $   84,183   $   91,144
     Riverboats and barges                             125,922      124,277
     Furniture, fixtures and equipment                  65,470       60,143
     Leasehold and land improvements                     4,109        4,089
     Construction in progress                            2,599        2,230
     Less - accumulated depreciation                   (59,846)     (44,405)
                                                    __________   __________
                                                    $  222,437   $  237,478
                                                    ==========   ==========

      Included in furniture, fixtures and equipment at March  31,
1999,  is  $715,000 of computer equipment related  to  a  capital
lease obligation with accumulated depreciation of $267,000.

      In  1999,  the  Company demolished a hotel  to  accommodate
additional  parking.  The net book value of the demolished  hotel
was approximately $6,095,000.

Note 7 - City of Lake Charles Agreement

      On March 1, 1998, the Company reached an agreement with the
City  of Lake Charles (the "City") both to settle litigation  and
to establish a permanent method of calculating the City admission
fee  on  Players'  riverboats.   Under  the  new  agreement,  the
admission  fee  payments  to the City will  be  calculated  as  a
percentage  of  gaming revenue in lieu of a  passenger  admission
fee.  In addition, the settlement calls for a payment of $544,000
per  year  for ten years.  The present value of the fixed  annual
payments,  including expenses, was accounted for  as  a  one-time
charge of $4,153,000 in the fourth quarter of 1998.

Note 8 - Sale of Mesquite Property

     In  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, at which time the Company received $22,000,000 in
cash  for  primarily the non-gaming property and  equipment.  The
closing for the gaming and other furniture and equipment  of  the
property  was  consummated on June 30, 1997, at  which  time  the
Company  received  $7,000,000 in cash and a  two-year  promissory
note for $1,500,000.

     The Company entered into a lease with the purchaser pursuant
to  which the Company leased the property for the period  between
the  first  and second closings and absorbed 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  included  a
write-down  to fair value of the assets which were  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 from sale                   (30,500)
                                                   __________
                                                   $   57,397
                                                   ==========

      During 1998, the estimated remaining liabilities associated
with  the  Mesquite  facility were re-evaluated  and  reduced  by
$571,000.

     For  the years ended March 31, 1998 and 1997,  revenues  for
Mesquite were $8,700,000 and $38,945,000, respectively and income
(losses)   before  other  income  (expense)  were   $43,000   and
($65,473,000), respectively, inclusive of the loss on sale.

                                -37-

            Players International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements

Note 9 - Impairment and Write-down of Assets

      During 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  the  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 incurred losses operating the racetrack  since
its  acquisition,  and determined that due to flat  or  declining
demand for both live and simulcast pari-mutuel race wagering that
such operating losses would 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  determined  that its investment  in  the  racetrack  was
impaired.   Prior  to  the impairment,  the  book  value  of  the
property and equipment of the racetrack was $3,142,000.  Based on
an April, 1997 appraisal, the land was valued at $475,000.  It is
management's  opinion that this represented the approximate  fair
value of the property.

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

Note 10 - Allocated Amounts of Joint Venture

      In 1995, the Company formed a joint venture to co-develop a
riverboat  casino  complex,  which includes  a  hotel  and  other
entertainment  and dining facilities, with Harrah's  in  Maryland
Heights,  Missouri.   The facility opened in  March,  1997.   The
Company  holds  a  50%  interest  in  the  joint  venture.    The
investment  in  the  joint  venture portion  of  the  project  is
accounted for using the equity method of accounting.

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


                                               Years ended March 31,
                                           ____________________________
                                                    (unaudited)
                                             1999      1998      1997
                                           ________  ________  ________
       Net revenues                        $ 20,570  $ 18,520  $    952
       Depreciation and amortization       $  9,613  $  8,996  $    847
       Net loss                            $ 21,372  $ 22,424  $  3,869


                                                        March 31,
                                              __________________________
                                                      (unaudited)
                                                1999               1998
                                              _________          _________
       Current assets                         $   5,127          $  10,481
       Current liabilities                    $   4,640          $   5,948
       Total assets                           $ 188,333          $ 200,917
       Partners' capital                      $ 183,693          $ 194,960

                                -38-

             Players International, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements

Note 11 - 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:

                                                      Years ended March 31,
                                                      _____________________
                                                      (dollars in thousands)
                                                         1999        1998
                                                      ________    _________
          Deferred tax assets:
            Contribution carryforward                 $    121     $      -
            Excess capital loss over capital gain          253           10
            Net operating loss carryforwards             3,732        1,051
            Excess intangible assets basis                 420          447
            Pre-opening, development and other costs     1,068        3,412
            Accrued liabilities and prepaid expenses     6,624        5,107
            Deferred revenue                               223          215
            Accrual of directors' option expense           443          428
            Alternative minimum tax credits              5,234        2,133
                                                      ________     _________
                Total deferred tax assets               18,118       12,803
            Valuation allowance                         (1,463)      (1,149)
                                                      _________    _________
                Deferred tax assets, net of
                 valuation allowance                    16,655       11,654

          Deferred tax liabilities:
            Excess tax depreciation                    (15,930)     (11,262)
            Prepaid expenses                              (403)      (1,312)
                                                      _________    _________

                Total deferred tax liabilities         (16,333)     (12,574)
                                                      _________    _________
          Net deferred tax assets (liabilities)       $    322      $  (920)
                                                      =========    =========


      The Company has state net operating losses available, which
if  fully  utilized, would reduce state income taxes  payable  by
approximately  $1,600,000, for various states  that  will  expire
between the years 2004 and 2019.   The Company has a Federal  net
operating  loss  available  to offset future  taxable  income  of
approximately $5,900,000 that will expire in the year 2019.   The
Company  has  an  Alternative Minimum Tax credit carryforward  of
approximately  $5,234,000, which can be  used  to  reduce  future
Federal  tax  liabilities.  This tax  credit  does  not  have  an
expiration  date.  The valuation allowance on  the  deferred  tax
assets  consists  primarily of an allowance  for  state  tax  net
operating  loss carryforwards and deferred tax assets related  to
various states.

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

                                                 Years ended March 31,
                                            ______________________________
                                                 (dollars in thousands)
                                               1999      1998      1997
                                            _________ _________  _________
     Current:
      Federal                               $   2,913 $  (5,441) $ (25,777)
      State                                      (124)     (819)    (1,045)
                                            _________ _________  _________
       Total current                            2,789    (6,260)   (26,822)
     Deferred:
      Federal                                  (1,301)    6,776        624
      State                                        59       679        707
                                            _________ _________  _________
       Total deferred                          (1,242)    7,455      1,331
                                            _________ _________  _________
     Total provision (benefit)              $   1,547 $   1,195  $ (25,491)
                                            ========= =========  =========

      The 1998 and 1997 net tax losses have been carried back  to
previous  tax  years  and result in refunds of  taxes  previously
paid.

                                -39-

               Players Inernational, Inc. and Subsidiaries
               Notes to Consolidated Financial Statements


      The reconciliation of income tax attributable to continuing
operations computed at the Federal statutory rates to income  tax
expense is:
                                                   Years ended March 31,
                                               _____________________________
                                                1999       1998       1997
                                               ______     ______     _______
  Federal statutory rate (benefit)              35.0%      35.0%     (35.0%)
  State taxes on income, net of
    Federal income tax benefit                  (1.4%)     (3.0%)     (1.0%)
  Non-deductible expenses                       14.5%       2.0%          -
  Other                                          1.5%       4.0%          -
                                               ______     ______     _______
  Financial statement provision rate (benefit)  49.6%      38.0%     (36.0%)
                                               ======     ======     =======

      In 1999, the non-deductible expenses included approximately
$900,000 in lobbying expenses related to the Company's successful
efforts  in  conjunction with the "Boat in a Moat" referendum  in
Missouri.

Note 12 - Restructuring Charge

      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.  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.   In  1999, 1998 and 1997, approximately $67,000,  $800,000
and  $7,800,000, respectively, were charged against  the  reserve
established by the restructuring.  As of March 31, 1999, $337,000
remained in the restructuring liability.  This liability  relates
entirely  to  future  medical care benefits for  certain  retired
executives.

Note 13 - Other Long-Term Liabilities

     A summary of other long-term liabilities follows:

                                                             March 31,
                                                      ______________________
                                                      (dollars in thousands)
                                                         1999        1998
                                                       _________   _________
     Net present value of Patron Fee obligation (See
       Note 3)                                         $  12,738   $  24,990
     Long-term portion of agreement with the City  of
       Lake Charles                                        3,696       3,696
     Capital lease related to the purchase of
       computer equipment                                      -         252
     Other                                                    10          59
                                                       _________   _________
                                                       $  16,444   $  28,997
                                                       =========   =========

Note 14 - Long-Term Debt

     A summary of long-term debt is as follows:
                                                           March 31,
                                                     _______________________
                                                      (dollars in thousands)
                                                         1999        1998
                                                     __________   __________
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 $159,750 and $163,500 as of
  March 31, 1999 and 1998, respectively)             $ 150,000    $ 150,000
Note  payable under bank credit agreement, weighted
  average interest rate of 7.29% and 9.5% as of
  March 31, 1999 and 1998, respectively
  (carrying amount approximates fair value)              5,000       30,000
Note payable, secured by slot machines, interest at
  12%, due June 23, 1999 (carrying amount
  approximates fair value)                                 541        2,549
                                                     _________    _________
                                                       155,541      182,549
Less current portion                                      (541)      (2,008)
                                                     _________    _________
                                                     $ 155,000    $ 180,541
                                                     =========    =========

     In  March, 1998, the Company closed an $80,000,000 five year
bank   credit  agreement  with  Wells  Fargo  and  a   group   of
participating  banks.    The  terms  of  this  agreement  specify
current  borrowing rates of 2.10% over LIBOR or  0.60%  over  the
prime  rate.   Applicable  borrowing  rates  are  based  on   the
Company's financial performance against bank benchmarks.  Maximum

                                -40-

              Players International, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements

borrowing  rates  under this agreement are 2.50%  over  LIBOR  or
1.00%  over prime.  The Company makes the decision to  borrow  at
either  prime  or  LIBOR-based  rates  in  view  of  pricing  and
flexibility  considerations.   The agreement  contains  covenants
that,  among  other  things,  place  restrictions  on  additional
indebtedness,  dividends, capital expenditures, and  limit  share
repurchases to $10,000,000 plus 50% of net income during the term
of the facility.

      The  Company wrote-off loan costs related to its prior bank
credit  agreements in the amount of $1,078,000 and $2,744,000  in
1998 and 1997,  respectively.

      As of March 31, 1999, aggregate annual principal maturities
were (dollars in thousands):

                    2000                 $     541
                    2003                 $   5,000
                 Thereafter              $ 150,000

Note 15 - Stockholders' Equity

     On January 27, 1997, the Company announced that its Board of
Directors  had  approved the adoption of a  Stockholders'  Rights
Plan  ("Rights Agreement").  The Rights Agreement 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.  Pursuant to the Rights  Agreement,
holders of record as of October 27, 1997, received one Right  for
each  Common  Share, with each Right representing  the  right  to
purchase  one  one-hundredth of a preferred share  or,  upon  the
happening  of  certain events, Common Shares or other  securities
and property.

     The Company amended the Rights Agreement on February 8, 1999,
to provide that Jackpot would not be considered an acquiring
person under the Rights Agreement and that the merger with Jackpot
would not trigger any of the provisions of the Rights Agreement.
For this reason, the Company's stock purchase rights will not
become exercisable as a result of the contemplated merger with
Jackpot.

Note 16 - Common Stock Options and Warrants

     The Company has three stock option plans, 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, 1999, the Company had  295,049  shares
under  the  1990 Plan, 1,528,000 shares under the 1993  Plan  and
257,500  shares  under the 1994 Plan available  for  issuance  in
connection  with  future  stock  options  that  may  be  granted.
Although  options  are available for issuance under  the  various
plans,  the  merger  agreement with  Jackpot  limits  the  future
issuance  of  stock  options.    Options  granted  are  generally
exercisable between three and ten years from date of grant.

                                -41-

            Players International, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements

      In  addition to the foregoing plans, 164,127 other  options
and 150,000 warrants were outstanding as of March 31, 1999.
Summarized information for all stock options and warrants  is  as
follows:

                     1999                1998                1997
               ___________________ ___________________ __________________
                          Weighted-           Weighted-          Weighted-
                          Average             Average            Average
               Options/   Exercise Options/   Exercise Options/  Exercise
               Warrants   Price    Warrants   Price    Warrants  Price
               _________ ________ _________  _________ _________ ________

 Outstanding
  at beginning
  of year     2,946,802  $ 7.90   3,278,278   $ 9.58   6,335,502  $ 9.54

 Granted:

  Exercise price
   equals market
   price        609,000  $ 5.53     709,000   $ 3.20     491,750  $ 7.65

  Exercise price
   exceeds market
   price              -       -           -        -   1,082,300  $ 8.17

  Exercised     (91,375) $ 3.15     (50,150)  $ 1.63  (2,100,000) $ 2.67

  Expired or
   cancelled   (481,900) $10.21    (990,326)  $10.41  (2,531,274) $14.24

  Outstanding
   at end of
   year       2,982,527  $ 7.19   2,946,802   $ 7.90   3,278,278  $ 9.58

  Options
   exercisable
   at end of
   year       1,899,157  $ 8.00   1,854,522   $ 9.07   2,076,351  $10.04

      During  1999, options to certain directors were amended  by
the  Company to extend the expiration date of said options to  no
later than February 28, 2000.  In total, 539,127 options with  an
average exercise price of $7.26 were extended.  Of these options,
164,127  with an exercise price of $6.25 were extended  when  the
market  price of the Company's common stock was $6.50,  resulting
in a charge to earnings of approximately $41,000.

      Options  granted  and  cancelled during  1997  include  the
activity resulting from a special program approved by the Company
which   enabled  certain  option  holders  to  consent   to   the
cancellation  of certain outstanding 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 cancelled 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, 1999.


                           OPTIONS OUTSTANDING        OPTIONS EXERCISABLE
                    _________________________________ ___________________

                                   Weighted
                                   Average   Weighted            Weighted
       Range of                   Remaining  Average   Number    Average
       Exercise      Number      Contractual Exercise Exercis-   Exercise
        Prices     Outstanding       Life     Price    able       Price
     _____________ ___________   ___________ ________ _________  ________
     $3.13 - $4.31   738,000         8.33    $  3.45    344,500  $   3.41
     $4.88 - $6.00   443,000         9.22    $  5.98    137,000  $   5.98
     $6.25 - $7.70 1,086,027         1.73    $  7.37    842,807  $   7.35
     $8.47 -$19.33   715,500         1.42    $ 11.53    574,850  $  12.19
                   _________                          _________
                   2,982,527                          1,899,157
                   =========                          =========

      The  Company  adopted  Statement  of  Financial  Accounting
Standards No. 123-Accounting for Stock Based Compensation  ("SFAS
123")  on April 1, 1996.  SFAS 123 provides, among other  things,
that  companies may elect to account for employee  stock  options
using  a  fair  value method or continue to apply  the  intrinsic
value  method  prescribed by Accounting Principles Board  Opinion
No.  25  ("APB  25").  The Company applies APB  25,  and  related
interpretations  in  accounting for its plans.   Accordingly,  no
material  compensation expense has been recognized for its  stock
option plans.

      The  following table discloses the Company's pro forma  net
income   (loss)   and  net  income  (loss)  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

                                -42-

              Players International, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements

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 1999, 1998 and 1997.


                                               Years ended March 31,
                                          ________________________________
                                              (Dollars in thousands,
                                              except per share data)

                                            1999       1998        1997
                                          ________   ________    _________
     Net income (loss)
        As reported                       $  1,570   $  1,951    $ (46,298)
        Pro forma                         $    248   $  1,159    $ (48,156)
     Basic earnings (loss) per share
        As reported                       $   0.05   $   0.06    $   (1.56)
        Pro forma                         $   0.01   $   0.04    $   (1.62)
     Diluted earnings (loss) per share
        As reported                       $   0.05   $   0.06    $   (1.56)
        Pro forma                         $   0.01   $   0.04    $   (1.62)
     Weighted-average assumptions
        Expected stock price volatility      57.57%     60.20%       57.48%
        Risk-free interest rate               5.21%      5.70%        6.38%
        Expected option lives            4.0 years  6.6 years    3.4 years
        Estimated fair value of options
         granted equal to market price    $   3.50   $   2.01    $    3.82
        Estimated fair value of options
         granted greater than market price$   0.66   $      -    $    2.75
        Estimated fair value of options
         granted less than market price   $   1.60   $      -    $       -

      Because the provisions of SFAS 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  above, the resulting pro  forma  compensation
cost for the years presented may not be representative of that to
be expected in future years.

Note 17 - Earnings Per Share

      There  are no adjustments required to be made to net income
(loss)  for purposes of computing basic and diluted earnings  per
share ("EPS").

      The following is a reconciliation of basic weighted average
shares   outstanding   to   diluted   weighted   average   shares
outstanding:


                                                 Years ended March 31,
                                          __________________________________

                                             1999        1998        1997
                                          __________  __________  __________
Weighted average common
  shares outstanding for
  basic EPS calculation                   31,964,578  31,904,658  29,765,483
Dilutive effect of stock
  options and warrants                       164,838      44,970           -
                                          __________  __________  __________

Weighted average common
  shares outstanding for diluted EPS      32,129,416  31,949,628  29,765,483
                                          ==========  ==========  ==========


      The  calculation  of diluted earnings  per  share  excludes
certain  options  to purchase common stock.  These  options  have
been  excluded  as  they  would be antidilutive  to  the  diluted
earnings  per share calculation.  The weighted average number  of
options excluded were 2,104,235, 2,901,451, and 5,302,425 for the
years ended March 31, 1999, 1998 and 1997, respectively.

Note 18 - 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
$421,000,  $269,000 and $385,000 for the years  ended  March  31,
1999, 1998 and 1997, respectively.

                                -43-

              Players International, Inc. and Subsidiaries
              Notes to Consolidated Financial Statements

Note 19 - Commitments and Contingencies

      The  Company leases office space, land and equipment  under
operating  and  capital leases expiring at various dates  through
December  2015.  The minimum annual payments under non-terminable
lease  agreements  at March 31, 1999 are as follows  (dollars  in
thousands):

         Years ending March 31,           Capital Lease    Operating Leases
         ______________________           _____________    ________________

         2000                             $         282    $          1,790

         2001                                         -                 754

         2002                                         -                 378

         2003                                         -                 375

         2004                                         -                 215

         Thereafter                                   -                 819
                                          _____________    ________________
         Total minimum lease payments               282    $          4,331
                                                           ================
         Less: Amount representing
           interest at 11%                          (15)
                                          _____________
         Present value of minimum capital
           lease payments                           267
         Less: Current installments                (267)
                                          _____________
         Obligations under capital leases-
           less current liabilities       $           0
                                          =============

      Rent  expense  for  all  operating  leases  and  contingent
payments was as follows:


                                                  Years ended March 31,
                                               ____________________________
                                                  (Dollars in thousands)
                                                  1999     1998      1997
                                               _________ _________ ________
          Minimum rentals                      $   4,662 $   4,569 $  2,016
          Contingent payments (See Note 3)         1,819     2,447    3,807
                                               _________ _________ ________
                                               $   6,481 $   7,016 $  5,823
                                               ========= ========= ========

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

      In April, 1997, a federal investigation of former Louisiana
Governor  Edwin  Edwards,  his son Stephen  Edwards,  Richard  D.
Shetler  and  others  with respect to their  involvement  in  the
riverboat  gaming industry and other matters became public.  Upon
learning  of  the  investigation, the Company  immediately  began
cooperating with the federal authorities.  (Stephen Edwards is  a
former  outside  attorney and Richard  D.  Shetler  is  a  former
consultant  to  and lobbyist for the Company in  Louisiana.)   In
August,  1998, the Company was advised in writing by  the  United
States  Attorney  that neither the Company  nor  its  current  or
former   employees  were  subjects  or  targets  of  the  federal
investigation.   On October 9, 1998, Richard D.  Shetler  pleaded
guilty  to  conspiracy to commit extortion of  the  Company.   On
November  6,  1998,  a grand jury of the United  States  District
Court for the Middle District of Louisiana returned an indictment
against Edwin Edwards, Stephen Edwards, and four other defendants
for  matters  relating  to the riverboat  casino  industry.   The
indictment  charges  Edwin  Edwards  and  Stephen  Edwards   with
extorting  and conspiring to extort the Company in  violation  of
the  Racketeer Influenced Corrupt Organizations Act, or RICO Act,
and  interstate travel in aid of racketeering.  On  November  12,
1998,  the  defendants pleaded not guilty to the allegations  set
forth  in  the  indictment.  The Missouri Gaming Commission,  the
Illinois Gaming Board and the Louisiana Gaming Control Board  are
each  aware of and are each investigating the involvement of  the
Company  in  the  Shetler  and Edwards  cases  to  determine  the
suitability  of  the Company and its subsidiaries  for  continued
licensure.  The  Company has and will continue to cooperate  with
the  gaming  regulatory authorities in their investigations.   To
date, none of the gaming regulatory authorities has commenced any
disciplinary  action against the Company or any of its  employees
as  a  result  of the Shetler and Edwards cases or other  related
matters.   The  Company is unable at this stage to determine  the
likely  outcome  of  these  gaming regulatory  investigations  or
estimate the amount or range of potential loss, if any.

Note 20 - Transactions with Related Parties

     The Company purchased promotional items from a company owned
by  Edward  Fishman, former Chairman of the Company.  During  the
year  ended  March 31, 1997, the Company paid $312,000  for  such
items.  There were no purchases in 1999 or 1998.

                                -44-

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

            None.

                            PART III

Item 10.  Directors and Executive Officers of the Registrant
________  __________________________________________________

     The directors and executive officers of the Company are as
follows:

                           PRESENT POSITION          DIRECTOR
     NAME                  WITH THE COMPANY           SINCE     AGE
 _______________      ____________________________   ________   ___

 Howard Goldberg      Chairman of the Board            1986      53
                       (Acting), President and Chief
                       Executive Officer
 John Groom           Executive Vice President,        1997      54
                       Chief Operating Officer and
                       Director
 Marshall S. Geller   Director                         1989      60
 Lee Seidler          Director                         1987      64
 Charles Masson       Director                         1996      46
 Earl Webb            Director                         1996      42
 Lawrence Cohen       Director                         1996      40
 Vincent J. Naimoli   Director                         1997      61
 Alan R. Buggy        Director                         1997      50
 Raymond A. Spera, Jr.Vice President, Chief             -        42
                       Financial Officer, Treasurer
                       and Secretary

     Howard   Goldberg  became  President  and  Chief   Operating
Officer  of  the  Company in May, 1993,  and  then  became  Chief
Executive Officer in December, 1995.  Upon the resignation of Mr.
Edward  Fishman on September 1, 1998, Mr. Goldberg became  acting
Chairman  of  the  Board of Directors of the Company.   Prior  to
joining  the Company as an officer, Mr. Goldberg was a  director,
and  was  the managing shareholder practicing law in the Atlantic
City,  New  Jersey  law firm of Horn, Goldberg, Gorny,  Plackter,
Weiss & Perskie (now known as Fox, Rothschild, O'Brien & Frankel,
LLP),  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 currently serves as a director of iMall, Inc.

     John  Groom  joined the Company as Executive Vice President,
Operations  in January, 1996, and became Chief Operating  Officer
of  the  Company in September, 1996.  From 1979 until  1995,  Mr.
Groom served in various executive management positions within the
Caesars organization at Caesars Atlantic City and Caesars  Palace
Las Vegas.

     Marshall  S.  Geller  is the Chairman  and  Chief  Executive
Officer of Geller & Friend Capital, a merchant banking investment
company.   He was formerly interim President and Chief  Operating
Officer of the Company from November, 1992, through April,  1993.
From  1991  through  1995,  Mr. Geller was  the  Senior  Managing
Partner  and  founder  of Golenberg & Geller,  Inc.,  a  merchant
banking  investment company.  Mr. Geller served as Vice  Chairman
of  Gruntal & Co.  Inc., an investment banking firm, from 1988 to
1990.  From 1967 until 1988, he was a Senior Managing Director of
Bear  Stearns  &  Co.   Inc., an investment banking  firm  ("Bear
Stearns").   He  is  currently a director, and was  formerly  the
interim  Co-Chairman, of Hexcel Corporation.   Mr.  Geller  is  a
director  of  Value  Vision International,  Inc.  and  serves  as
Chairman  of  its Investment Committee.  He also  serves  on  the
Boards  of  Ballantyne  of  Omaha, Inc.,  iMall,  Inc.,  Cabletel
Communications Corporation and Stroud's, Inc.

     Lee  Seidler  is a private investor.  He is affiliated  with
Bear  Stearns as Managing Director Emeritus.  From 1981 to  1989,
he  was  a  Senior Managing Director of Bear Stearns.   He  is  a
director of Synthetic Industries, Inc., The Shubert Organization,
Inc. and The Shubert Foundation.  Mr. Seidler was a Professor  of
Accounting and Price Waterhouse Professor of Auditing at New York
University from 1965 to 1985.

     Charles   M.  Masson  is  a  Partner  of  Leary,  Masson   &
Associates,  a consulting firm that assists clients in  improving
recovery  from  their underperforming or distressed  investments.

                                -45-


Prior  to  forming Leary, Masson & Associates, from 1993  through
1998,  Mr.  Masson was President of McCloud Partners,  a  private
advisory  firm based in New York City.  He served as the Chairman
of  the  Board  of  Directors  of Cadillac  Fairview  Corporation
Limited,  a  real estate management and development company  from
1994 to 1995, as a director of Salomon Brothers Inc from 1991 to,
1993, and as Vice President of Salomon Brothers Inc from 1990  to
1993.   Mr.  Masson  served as a director  of  Griffin  Gaming  &
Entertainment,  Inc.  ("GG&E") (formerly  Resorts  International,
Inc.)  from 1993 until 1996.  Mr. Masson served as a director  of
Color  Tile, Inc. from 1996 until 1997.  He currently  serves  on
the Board of Directors of Maidenform, Inc.

     Earl  E.  Webb is the Chief Executive Officer of Jones  Lang
LaSalle's  Americas region.  Jones Lang LaSalle is the preeminent
provider of services to owners and occupiers of real estate on  a
global basis.  He serves on the Board of Directors of Jones  Lang
LaSalle and is a member of its European and Hotel Boards and  its
Management Committee.

     Lawrence  Cohen has served as President and Chief  Executive
Officer of The Griffin Group, Inc. since July 1, 1997.  From 1988
to  1997,  he  served  as  Executive  Vice  President  and  Chief
Financial Officer of The Griffin Group, Inc.  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
1996.   From  1994 until 1996, Mr. Cohen served as a director  of
Liberty   Broadcasting,  Inc.,  a  privately  held   broadcasting
company.

     Vincent  J.  Naimoli has served as Chairman,  President  and
Chief Executive Officer of Anchor Industries International, Inc.,
a  multi-industry,  operating,  holding  and  financial  services
company since 1989 and as the Managing General Partner and  Chief
Executive  Officer of the Tampa Bay Devil Rays since  1995.   Mr.
Naimoli  served  as  a director of GG&E from  1994  to  1996,  as
Chairman,  President  and  Chief Executive  Officer  of  Doehler-
Jarvis,  Inc., a designer and manufacturer of precision  aluminum
castings,  from  1991 to 1995, as Chairman, President  and  Chief
Executive  Officer  of Harvard Industries,  Inc.,  an  automotive
components company, from 1993 to 1997, and as Chairman, President
and   Chief  Executive  Officer  of  Ladish  Company,   Inc.,   a
manufacturer of forged titanium and other metal components,  from
1993  to  1995.  He serves on the Board of Directors  of  Florida
Progress Corporation and Russell-Stanley Corporation.

     Alan  R.  Buggy  has  served  as  the  President  and  Chief
Executive  Officer of The Chalfont Group, an investment  company,
since  1997.   From  1994 to 1997, Mr. Buggy served  as  Managing
Director  of  Price  Waterhouse.  From 1990 to  1993,  Mr.  Buggy
served  as  Executive Chairman of ITC Entertainment  Group.   Mr.
Buggy also served as Managing Director of Samuel Montagu, Inc., a
merchant banking firm, from 1983 to 1990.  From 1982 to 1983,  he
served  as  Senior Vice President of American Scandinavian  Bank,
managing the corporate finance and treasury divisions.

     Raymond  A. Spera, Jr. joined the Company in April, 1998  as
Vice  President of Finance - Operations.  In January,  1999,  Mr.
Spera  was appointed Vice President, Chief Financial Officer  and
Treasurer  to  the Company and became Secretary in  April,  1999.
From  December 1989 to September 1997, Mr. Spera served as  Chief
Financial Officer of the Claridge Casino Hotel in Atlantic  City,
New Jersey.

     Howard Goldberg and Lee Seidler are brothers-in-law.


Section 16(a) - Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities and Exchange Act of 1934, as
amended,  requires the Company's executive officers and directors
to  file  initial reports of ownership and reports of changes  in
ownership with the Securities and Exchange Commission.  Executive
officers and directors are required by SEC regulations to furnish
the  Company  with copies of all Section 16(a) forms  they  file.
Based solely on a review of the copies of such forms furnished to
the  Company  and  written  representations  from  the  Company's
executive officers and directors, the Company believes that  none
of  its  executive officers and directors failed to  comply  with
Section  16(a) reporting requirements in fiscal year 1999  except
that  Messrs.  Buggy, Cohen, Geller, Goldberg,  Groom,  Madamba,
Masson, Naimoli, Seidler and Webb did not timely file Form  5's
with respect to stock options granted during fiscal 1999 and, in
the case of Mr. Groom, with respect to a stock option exercise
effected during fiscal 1999 and Mr. Spera did not file a Form 3
upon becoming an executive officer.

                                -46-

Item 11.    Executive Compensation
________    ______________________

Summary Compensation Table

     The following summary compensation table sets forth, for the
Company's last three fiscal years, the cash compensation paid  by
the  Company,  as  well  as certain other  compensation  paid  or
accrued for those years, to Howard Goldberg, the Company's  Chief
Executive Officer and to each of the Company's other most  highly
compensated  executive officers and former executive officers  as
of March 31, 1999 (collectively, the "Named Executives"):

                   Summary Compensation Table

                                   Annual            Long-Term
                                Compensation        Compensation
                                ____________        ____________
                     Fiscal
                      Year                          Securities
     Name and        Ending                         Underlying     All Other
Principal Position  March 31,  Salary      Bonus   Options/SARs  Compensation
__________________  _________ ________    ________ ____________  ____________
Howard Goldberg        1999   $506,250    $350,000  230,000(1)            -
President, Chief       1998   $462,500    $476,250  230,000(2)            -
 Executive Officer     1997   $475,000           -  600,000(3)            -
 and Acting Chairman
 of the Board

John Groom             1999   $364,500    $330,000  140,000(1)            -
Executive Vice         1998   $315,000    $300,000  140,000(2)            -
 President, Chief      1997   $300,000           -  100,000(4)            -
 Operating Officer and
 Director

Raymond A. Spera       1999   $130,822(5) $ 40,000   12,000(6)            -
Vice President,        1998          -           -        -               -
 Chief Financial       1997          -           -        -               -
 Officer, Treasurer
 and Secretary

Peter J. Aranow        1999   $293,425(7) $120,000           -     $150,000(8)
Former Executive       1998   $262,500    $150,000    40,000(2)           -
 Vice President        1997   $300,000           -   150,000(9)           -

Patrick Madamba, Jr.   1999   $175,000    $100,000    30,000(1)    $87,500(10)
Former Vice President  1998   $156,250    $110,000    30,000(2)          -
 and General Counsel   1997   $139,829           -    15,000(11)         -
______________

(1)  Relates to options granted on November 12, 1998, with an
     exercise price of $6.00 per share.  The options vest 25% on the
     date of the grant and on each of the first through third
     anniversaries of the date of the grant.

(2)  Relates to options granted on November 19, 1997, with an
     exercise price of $3.125 per share.  The options vest 25% on
     the date of the grant and on each of the first through third
     anniversaries of the date of the grant.

(3)  Includes 375,000 shares subject to options granted on
     September 19, 1996, with an exercise price of $7.70 per
     share which vests 100% on date of issuance and 225,000
     shares subject to options granted on September 19, 1996,
     with an exercise price of $8.47 which vests 20% on date of
     the grant and on each of the first through fourth
     anniversaries of the date of grant.

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

(5)  Reflects fiscal year compensation following April 20, 1998,
     the date of Mr. Spera's employment.

(6)  Includes 4,000 options granted on April 27, 1998, with an
     exercise price of $4.875 per share and 8,000 options granted on
     September  10, 1998, with an exercise price of $4.313 per share.
     The options vest 25% on the date of the grant and on each of the
     first through third anniversaries of the date of the grant.

(7)  Reflects fiscal year compensation through March 23, 1999,
     the date Mr. Aranow's employment terminated.

(8)  Reflects six months severance pay in accordance with Mr.
     Aranow's employment agreement, as amended.

                                -47-

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

(10) Mr. Madamba's employment with the Company terminated on
     April 7, 1999.  Other compensation reflects six months
     severance pay in accordance with Mr. Madamba's employment
     agreement, as amended.

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

No  other annual compensation or long-term incentive plan payouts
were paid during the fiscal year ending March 31, 1999.

Stock Option Grants

           The following table relates to options granted to  the
Named Executives during the fiscal year ended March 31, 1999.

                Option Grants in Last Fiscal Year

                          Individual Grants                 Potential
                          _________________              Realizable Value
                                                            at Assumed
                          % of Total                     Annual Rates of
                           Options                         Stock Price
                         Granted to  Exercise            Appreciation for
                          Employees   Price     Expir-     Option Terms
             Options      in Fiscal   Per       ation  ____________________
   Name     Granted (1)     Year      Share     Date       5%        10%
   ____     ___________   __________  _______ ________ ________  __________

Howard
Goldberg       230,000      40.07     $6.00   11/12/08 $867,875  $2,199,365

John Groom     140,000      24.39     $6.00   11/12/08 $528,271  $1,338,744

Raymond A.       4,000        .70     $4.88   04/27/08 $ 12,263  $   31,078
Spera            8,000       1.39     $4.31   09/10/08 $ 21,699  $   54,990

Patrick
Madamba, Jr.    30,000       5.23     $6.00   11/12/08 $113,201  $  286,874

(1)  The options in this table were granted in fiscal year 1999
  and have an exercise price equal to the fair market value of the
  Company's common stock on the date of grant.

Stock Option Exercises

          The following table relates to options exercised during
the fiscal year ended March 31, 1999, and options outstanding  at
year end.

               Aggregated Option Exercises in Last
          Fiscal Year and Fiscal Year End Option Values

                                  Number of       Value of Unexercised
                                 Unexercised          In-the-Money
                                  Options at      Options at March 31,
                                March 31, 1999           1999(1)
                                ______________    __________________
            Shares
           Acquired
              on      Value       Exercisable/        Exercisable/
  Name     Exercise  Realized    Unexercisable       Unexercisable
  ____     ________  ________   ______  _______   ________  ________

Howard
Goldberg         -      -      738,750  377,500   $373,750  $402,500

John Groom   70,000 $214,410   135,000  275,000   $  8,750  $245,000

Raymond A.
Spera            -       -       3,000    9,000   $  5,249  $ 15,747

Peter J.
Aranow           -       -     137,500  100,000   $125,000         -

Patrick
Madamba, Jr.  7,500 $ 14,063    24,000   43,500   $ 25,313  $ 52,500


 (1) Based  upon  the  aggregate sum of the  positive  difference
     between the Nasdaq National Market closing quotation for the
     Common  Stock on March 31, 1999, and the exercise price  for
     each option.

                                -48-


COMPENSATION OF DIRECTORS

     Each  director  not  employed by the Company  ("Non-Employee
Director")  is  paid  a retainer at an annual  rate  of  $25,000,
payable  in  quarterly installments.  Each Non-Employee  Director
who  is a Chairman of a Board Committee is paid a Chairman's  fee
at   an   annual  rate  of  $5,000,  also  payable  in  quarterly
installments.  In addition, directors are paid an attendance  fee
of  $1,000  for actual attendance at Board or Committee  meetings
and  $250 for attendance by telephone at any such meetings.  Fees
for  Committee  meetings  are limited to  one  fee  per  day,  in
addition  to  any fee for attendance at a Board meeting  on  that
day.    The  Company  reimburses  the  directors  for  reasonable
expenses incurred in attending Board or Committee meetings.

     Upon  election to the Board, Non-Employee Directors  receive
an initial stock option grant of 22,500 shares, exercisable at  a
price equal to the fair market value per share of common stock on
the date of grant.  Fifty percent (50%) of the initial grant will
vest  as  of the date of the grant with the balance vesting  upon
the  first re-election to the Board after completion of the first
full  year  of  service as a director.  Subsequent future  annual
grants ("Future Annual Grant") of 5,000 stock options are granted
upon  each  re-election to the Board.  Future Annual  Grants  are
immediately exercisable as of the date of the grant.

     In  1999,  107,877 options to certain Non-Employee Directors
that  would  have  otherwise expired  on  March  31,  1999,  were
extended.  These options will now expire on the earliest  of  the
closing  of  the  merger  with Jackpot, the  date  the  Board  of
Directors determines that the merger will not occur, or  February
28, 2000.

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

     The  Company   has an employment agreement  in  effect  with
Howard  A.  Goldberg.   The  Company  had  in  effect  employment
agreements with two other executives who are no longer  with  the
Company,  Peter J. Aranow and Patrick Madamba, Jr.   The  Company
has   entered  into  change  in  control  agreements   with   two
executives, John Groom and Raymond A. Spera, Jr.

     Employment  Agreement  for Howard A.  Goldberg.   Howard  A.
Goldberg's  employment with the Company extends to September  30,
1999, provided that if a change in control occurs, the term of
employment will continue for 24 months beyond the month in which
the change in control occurs. During the term of the employment
agreement, Mr. Goldberg will  serve  as Chief Executive Officer
and his base compensation will  be  not less than $450,000 per
year.  The Board  may  grant discretionary bonuses and
stock-based compensation.  Mr. Goldberg and  his spouse and
dependents will be provided with welfare  and retirement
benefit  coverages  pursuant to the employment agreement.

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

     If a change in control (such as the proposed Jackpot merger)
occurs and Mr. Goldberg's employment is terminated without  cause
(including   constructive  termination),  or  if   Mr.   Goldberg
terminates  employment  within 180 days  following  a  change  in
control  because  there has been a change in  circumstances  that
affects  his  position or responsibilities such  that  he  is  no
longer   able   to  discharge  his  duties  and  responsibilities
effectively,  Mr. Goldberg will be entitled to receive  severance
compensation.  In addition, if a change in control occurs and Mr.

                                -49-

Goldberg's  employment  is  terminated without  cause  (including
constructive termination), or upon expiration of his employment
agreement, within six months before the change in
control,  Mr.  Goldberg  will be entitled  to  receive  severance
compensation.   As  severance compensation in connection  with  a
change  in control, Mr. Goldberg will receive a lump sum  payment
equal to the present value of the base compensation that would be
due  him  for a period of 36 months following his termination  of
employment, based on his average annual base compensation for the
36-month period preceding his termination, and a lump sum payment
equal  to the present value of the aggregate performance  bonuses
that   he   received  for  the  36-month  period  preceding   his
termination,  or,  if  greater, 150% of the  largest  performance
bonus paid to him during the 36-month period.  Mr. Goldberg  will
immediately vest in all stock options previously granted  to  him
and may exercise the options for 12 months following his date  of
termination, but in no event beyond the expiration of the  option
term.   Mr.  Goldberg will continue to participate in  applicable
employee benefit programs during the period for which he receives
severance  compensation (without regard to whether  payments  are
made  in  a  lump sum), unless the Company provides  him  with  a
payment equal to the cost of such coverage.

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

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

     The  proposed  merger  of  the  Company  with  Jackpot  will
constitute  a  change in control for purposes of  the  employment
agreement.   It  is expected that Mr. Goldberg's employment  will
terminate  upon the consummation of the Jackpot merger  and  that
Mr.  Goldberg will be entitled to receive the change  in  control
severance benefits described above.

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

     If  Mr.  Goldberg voluntarily terminates employment  or  the
Company terminates his employment for cause, Mr. Goldberg will be
prohibited from engaging in competition with the Company for  one
year  following such termination.  If Mr. Goldberg is  terminated
on  any  other  basis resulting in payments under the  employment
agreement (without regard to whether the payments are made  in  a
lump  sum),  Mr.  Goldberg will be prohibited  from  engaging  in
competition  with the Company for a period equal to  the  payment
period.    The  Company  will  indemnify  Mr.  Goldberg   against
liabilities  reasonably incurred by him in  connection  with  any
proceeding relating to his employment with the Company.

                                -50-

     Employment Agreement for Peter J. Aranow.  Peter J. Aranow's
employment  with the Company terminated on March  23,  1999.   In
accordance  with the terms of Mr. Aranow's employment  agreement,
as  amended  in 1998 and 1999, subject to Mr. Aranow executing  a
release   and   his  compliance  with  the  confidentiality   and
non-competition covenants of the employment agreement,  upon  his
termination of employment, Mr. Aranow became entitled to  receive
(i)  a lump sum payment equal to the base compensation that would
have  been  paid  for  a  period  of  six  months  following  his
termination  of  employment (this amount totals  $150,000);  (ii)
$20,000,  which represents the balance of the annual  performance
bonus  for the Company's fiscal year ending March 31, 1999; (iii)
immediate  vesting  of all unvested stock  options  held  by  Mr.
Aranow, with the ability to exercise such options for a period of
12 months following his termination of employment (but not beyond
the  expiration  of  the option term); and (iv)  continuation  of
coverage  under  applicable  employee  benefit  programs  through
September  22, 1999 (except that, in lieu of continued  coverage,
the Company may elect to make a payment equal to the cost of such
coverage).

     In  addition, if the Company enters into an agreement on  or
before  September  30,  1999,  to  effect  a  change  in  control
transaction  that  received  active consideration  by  the  Board
before  March 23, 1999, Mr. Aranow will have the right to receive
change  in  control benefits.  The proposed Jackpot  merger  will
constitute a pre-October 1999 agreement for this purpose.  If Mr.
Aranow is entitled to change in control benefits, he will receive
the  following payments upon a change in control: (i) a lump  sum
payment equal to the present value of the base compensation  that
would  be due for a period of 36 months following his termination
of  employment,  determined  on the basis  of  the  average  base
compensation  paid  for  36  months  preceding  his   termination
(reduced   by   any  payments  described  under   the   foregoing
paragraph); (ii) a lump sum payment equal to the present value of
the  aggregate performance bonuses received for the period of  36
months preceding his termination; (iii) the immediate vesting  of
all  stock options (including related stock appreciation  rights)
then held by Mr. Aranow, with the ability to exercise the options
for  12  months following the change in control, but in no  event
after the expiration of the option term; and (iv) continuation of
coverage  under  applicable employee benefits  plans  during  the
36-month period following the change in control, reduced  by  the
period  during which he receives continued coverage as  described
in  the  foregoing paragraph (except that, in lieu  of  continued
coverage,  the Company may elect to make a payment equal  to  the
cost  of  such coverage).  Upon a change in control, the  Company
may require that Mr. Aranow surrender for cancellation all of his
outstanding options and stock appreciation rights in exchange for
a  payment equal to the amount (if any) by which the fair  market
value  of the stock underlying his options and stock appreciation
rights exceeds the applicable option price (or base price, in the
case of stock appreciation rights).

     The   benefits   provided  under  Mr.  Aranow's   employment
agreement in the event of a change in control are limited by  the
Code's  parachute provisions, as described in the  section  above
entitled "Employment Agreement for Howard A. Goldberg,"  and  the
term "change in control" has the meaning described in the section
above entitled "Employment Agreement for Howard A. Goldberg."

     Mr.  Aranow  will provide consulting services to Players  as
requested by the Chief Executive Officer through the date of  the
special  meeting  of stockholders to approve the Jackpot  merger.
Mr.  Aranow  will  receive $5,000 per month  for  his  consulting
services, with appropriate adjustment if he performs services for
more  than  an  average of two days per week.   Mr.  Aranow  will
remain  entitled  to  indemnification by the  Company  under  his
employment  agreement for matters relating to services  performed
for the Company.

     Employment  Agreement  for  Patrick  Madamba,  Jr.   Patrick
Madamba, Jr.'s employment with the Company terminated on April 7,
1999.   In accordance with the terms of his employment agreement,
as  amended  in  1998  and 1999, Mr. Madamba became  entitled  to
receive severance compensation, upon executing a release  of  the
Company,  which consists of (i) a lump sum payment  of  his  base
compensation   that  would  be  payable  for  six  months   after
termination  of employment (this amount totals $87,500),  (ii)  a
$25,000  payment  attributable  to  the  balance  of  his  annual
performance bonus for the fiscal year ended March 31, 1999, (iii)
the  immediate vesting of all unvested stock options held by  Mr.
Madamba,  with the ability to exercise such options for a  period
of  12  months  following the date of his  termination  (but  not
beyond  the  expiration of the option term) and (iv) continuation
of  coverage under applicable employee benefit programs  for  six
months following termination of employment (except that, in  lieu
of  continued coverage, the Company may elect to make  a  payment
equal to the cost of such coverage).

     In  addition, if the proposed Jackpot merger is  consummated
or if the Company otherwise enters into an agreement on or before
September  30,  1999,  to effect a change in control  transaction
that  received active consideration by the Board before April  7,
1999,  Mr.  Madamba  will have the right  to  receive  change  in
control  benefits.  If Mr. Madamba is entitled to receive  change
in  control benefits, he will receive the following payments upon

                                -51-

a change in control:  (i) a lump sum payment equal to the present
value of the base compensation that would be due him for a period
of  36  months following his termination of employment, based  on
his  average  annual  base compensation for the  36-month  period
preceding  his termination (reduced by any payments described  in
the  foregoing paragraph), (ii) a lump sum payment equal  to  the
present  value  of  the  aggregate performance  bonuses  that  he
received for the 36-month period preceding his termination, (iii)
the  immediate  vesting of all stock options  then  held  by  Mr.
Madamba,  with the ability to exercise the options for 12  months
following  the  change  in control, but in  no  event  after  the
expiration  of  the  option term, (iv) continuation  of  coverage
under  applicable employee benefit programs during  the  36-month
period  following the change in control, reduced  by  the  period
during  which he receives continued coverage as described in  the
foregoing  paragraph (except that, in lieu of continued coverage,
the Company may elect to make a payment equal to the cost of such
coverage).   Upon  a change in control, the Company  may  require
that   Mr.  Madamba  surrender  for  cancellation  all   of   his
outstanding options in exchange for a payment equal to an amount,
if  any,  by  which the fair market value of the stock underlying
his options exceeds the applicable option price.

     The  benefits provided under the employment agreement in the
event  of a change in control are limited by the Code's parachute
provisions,   as   described  in  the  section   above   entitled
"Employment  Agreement  for Howard A.  Goldberg,"  and  the  term
"change  in  control" has the meaning described  in  the  section
above entitled "Employment Agreement for Howard A. Goldberg."

     The  executive  indemnification provisions  of  the  Jackpot
merger  agreement,  and any similar provisions  in  a  subsequent
agreement,  will  apply  to Mr. Madamba,  and  the  Company  will
continue to advance to Mr. Madamba amounts reasonably incurred by
Mr.  Madamba  in defending civil, criminal and other  proceedings
relating  to the Company's development and operation of riverboat
casino  complexes  in Louisiana.  Mr. Madamba will  make  himself
available to the Company to advise on transition matters for  one
year  after  his  termination of employment,  without  additional
compensation.

     Change in Control Agreement for John Groom.  The Company has
entered  into a change in control agreement with John Groom  that
will  provide  severance benefits in the event his employment  is
terminated  as  a result of a change in control of  the  Company.
The  proposed Jackpot merger will constitute a change in  control
under  Mr.  Groom's agreement.  It is anticipated that Mr.  Groom
will  be  appointed Chief Operating Officer of Jackpot after  the
consummation of the Company's merger with Jackpot.

     If Mr. Groom's employment is terminated other than for cause
within  two years after a change in control or within six  months
before a change in control, or if Mr. Groom terminates employment
for good reason within such period, Mr. Groom will be entitled to
receive severance benefits.  The severance benefits include (i) a
lump  sum payment equal to the present value of Mr. Groom's  base
compensation  that  would be due him for a period  of  36  months
following  his  termination of employment, based on  Mr.  Groom's
average   annual  base  compensation  for  the  36-month   period
preceding his termination, (ii) a lump sum payment equal  to  the
present value of the aggregate performance bonuses that Mr. Groom
received  for  the  36-month  period preceding  his  termination,
(iii) the immediate vesting of all stock options then held by Mr.
Groom,  with  the ability to exercise the options for  12  months
following  the  date of termination, but in no  event  after  the
expiration of the option term, and (iv) continuation of  coverage
under applicable employee benefit programs during the period  for
which  Mr.  Groom receives severance benefits (without regard  to
whether  payments  are made in a lump sum),  unless  the  Company
provides  Mr.  Groom with a payment equal to  the  cost  of  such
coverage.

     The  benefits under the agreement are limited by the  Code's
parachute provisions, as described in the section above  entitled
"Employment  Agreement  for Howard A.  Goldberg,"  and  the  term
"change  in  control" has the meaning described  in  the  section
above  entitled  "Employment Agreement for Howard  A.  Goldberg."
Mr.  Groom's agreement will continue through December  31,  1999,
provided  that if a change in control occurs during the  term  of
the  agreement,  the  agreement will  automatically  continue  in
effect  for  24  months after the month in which  the  change  in
control occurs.

     Change in Control Agreement for Raymond  A. Spera, Jr.   The
Company  entered into a change in control agreement with  Raymond
A.  Spera in 1999, which will provide benefits in the event of  a
change  in  control of the Company.  The proposed Jackpot  merger
will constitute a change in control under Mr. Spera's agreement.

     If  a  change  in control occurs and Mr. Spera continues  to
provide  his  customary  service  to  the  Company  through   the
effective  date  of  the  change in  control,  or  if  Mr.  Spera
terminates   employment  without  good  reason  and   the   Board
determines to treat such termination as if it occurred after  the
change in control, Mr. Spera will be entitled to receive, at  the
time  of the change of control, a lump sum payment equal  to  the
base  compensation  that would be due him for  a  period  of  six

                                -52-

months following the effective date of the change in control.  If
Mr.  Spera's employment is terminated other than for cause within
two years after a change in control or within six months before a
change in control, or if Mr. Spera terminates employment for good
reason  within such period, Mr. Spera will be entitled to receive
severance  benefits.  The severance benefits include a  lump  sum
payment equal to the base compensation that would be due him  for
a  period  of  12 months following his termination of  employment
(less  any amounts paid to him as described above at the time  of
the change in control).

     For  purposes of the agreement, the term "change in control"
has   the   meaning  described  in  the  section  above  entitled
"Employment  Agreement  for Howard A. Goldberg."   The  agreement
will  continue  through December 31, 2000,  provided  that  if  a
change  in  control occurs during the term of the agreement,  the
agreement  will automatically continue in effect  for  24  months
after the month in which the change in control occurs.

Item  12.    Security Ownership of Certain Beneficial Owners  and
             Management
_________    ____________________________________________________

     The  following table sets forth, as of the close of business
on  June  18,  1999,  certain information  with  respect  to  the
beneficial  ownership of Common Stock:  (i) by each director  and
executive officer of the Company; (ii) by all executive  officers
and directors, as a group;  and (iii) by each stockholder who was
known  to  the Company to be the beneficial owner, as defined  in
Rule  13d-3  under  the  Securities Exchange  Act  of  1934  (the
"Exchange Act"), of more than 5% of the Common Stock.   As  noted
below,  certain ownership information is presented as of December
31,  1998,  the  last  date for reporting  significant  ownership
positions  by certain institutions under Securities and  Exchange
Commission ("SEC") rules.  Each of the persons listed  below  has
sole  voting  and investment power with respect to  such  shares,
unless otherwise indicated.


                                             Number of       Percent
                                              Shares        of Class
                                           Beneficially    Beneficially
 Name of Beneficial Owner (1)                 Owned           Owned
_____________________________              ____________    ____________

The Griffin Group, Inc.                    4,367,350(2)       13.63%
Howard Goldberg                            1,104,330(3)        3.37%
John Groom                                   346,500(4)        1.08%
Lawrence Cohen                               253,600(5)            *
Marshall S. Geller                           194,127(6)            *
Lee Seidler                                  177,750(7)            *
Charles M. Masson                             42,500(8)            *
Earl E. Webb                                  32,500(8)            *
Vincent Naimoli                               29,500(9)            *
Alan Buggy                                    27,500(9)            *
Raymond A. Spera                               4,000(10)           *
All directors and executive officers as a
 group (10 persons)                        2,212,307           6.64%
Legg Mason, Inc.                           2,487,300(11)       7.76%
Dimensional Fund Advisors, Inc.            2,046,100(12)       6.39%

___________

*    Less than 1%.

(1)  The  address of The Griffin Group, Inc. is 780 Third Avenue,
     Suite  1801, New York, New York 10017. The address for  Legg
     Mason  is  100 Light Street, Baltimore, Maryland 21202.  The
     address  for Dimensional Fund Advisors, Inc. is  1299  Ocean
     Avenue,  11th  Floor,  Santa Monica, California  90401.  The
     address  for all other persons is c/o Players International,
     Inc.,  1300 Atlantic Avenue, Suite 800, Atlantic  City,  New
     Jersey 08401.

(2)  Based  upon  information contained in  Amendment  No.  5  to
     Schedule 13D, dated February 6, 1999, as filed with the SEC.
     The  holdings do not include the holdings of Lawrence Cohen,
     President and Chief Executive Officer of The Griffin Group.

(3)  Includes 18,400 shares held in trust and in the name of  Mr.
     Goldberg's  family  members  and  738,750  shares  that  are
     subject  to options that are exercisable within 60  days  of
     June 18, 1999 ("currently exercisable"). Options to purchase

                                -53-

     56,250  shares and 375,000 shares which would have otherwise
     expired on March 31, 1999 and October 1, 1999, respectively,
     were  extended by board action to expire on the earliest  of
     the  closing  of the merger, the date on which  the  Players
     board  determines  that  the  merger  will  not  occur,   or
     February 28, 2000.

(4)  Includes  135,000  shares  that  are  subject  to  currently
     exercisable options and 196,500 shares in which Mr. Groom has
     shared voting and investment power.

(5)  Includes   32,500  shares  that  are  subject  to  currently
     exercisable options.

(6)  Includes  129,127  shares  that  are  subject  to  currently
     exercisable options. Options to purchase 51,627 shares which
     would  have  otherwise  expired  on  March  31,  1999,  were
     extended  by board action to expire on the earliest  of  the
     closing  of the merger, the date on which the Players  board
     determines  that the merger will not occur, or February  28,
     2000.

(7)  Includes  133,750  shares  that  are  subject  to  currently
     exercisable options. Options to purchase 56,250 shares which
     would  have  otherwise  expired  on  March  31,  1999,  were
     extended  by board action to expire on the earliest  of  the
     closing  of the merger, the date on which the Players  board
     determines  that the merger will not occur, or February  28,
     2000.

(8)  Includes   32,500  shares  that  are  subject  to  currently
     exercisable options.

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

(10) Includes   4,000  shares  that  are  subject  to   currently
     exercisable options.

(11) Reflects  holdings  as  of December  31,  1998  reported  in
     Schedule  13G filed with the SEC. 2,485,000 shares are  held
     by  Legg  Mason  Special Investment Trust, Inc.,  with  Legg
     Mason  Fund  Advisor, Inc. having power to dispose  thereof.
     The remainder are held by various clients of Legg Mason Wood
     Walker, Inc., which have power to dispose thereof.

(12) Reflects  holdings  as  of December  31,  1998  reported  in
     Schedule  13G filed with the SEC. Dimensional Fund Advisors,
     Inc. ("Dimensional"), an investment advisor registered under
     the  Investment  Advisors Act of 1940, furnishes  investment
     advice  to  four investment companies registered  under  the
     Investment  Company  Act of 1940, and serves  as  investment
     manager  to  certain  other investment  vehicles,  including
     commingled  group  trusts.  These investment  companies  and
     investment vehicles are referred to as the "Portfolios".  In
     its  role  as  investment  advisor and  investment  manager,
     Dimensional possesses both voting and investment power  over
     the securities of Players described in the Schedule 13G that
     are  owned  by  the Portfolios. All securities reported  are
     owned   by   the   Portfolios,  and  Dimensional   disclaims
     beneficial ownership of such securities.

Item 13.  Certain Relationships and Related Transactions
________  ______________________________________________

      During fiscal year 1999, the Company had no transactions in
which  any director of the Company or any member of the immediate
family  of  any such director had a material direct  or  indirect
interest reportable under the applicable rules of the SEC.

                                -54-


                             PART IV
Item 14.    Exhibits, Financial Statement Schedules and Reports
            on Form 8-K
________    ___________________________________________________

(a)(1)     Financial Statements

    Players International, Inc.
    CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1999 AND 1998
    FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31, 1999:
       CONSOLIDATED STATEMENTS OF OPERATIONS
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       CONSOLIDATED STATEMENTS OF CASH FLOWS
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(a)(2)     Financial Statement Schedules

   Riverside Joint Venture:                                       Page
                                                                  ____
   INDEPENDENT AUDITORS' REPORT............................        62
   BALANCE SHEETS AS OF DECEMBER 31, 1998 AND 1997.........        63
   STATEMENTS OF OPERATIONS-YEARS ENDED DECEMBER 31, 1998,
    1997 AND 1996..........................................        64
   STATEMENTS OF PARTNERS' CAPITAL-YEARS ENDED DECEMBER 31,
    1998, 1997 AND 1996....................................        65
   STATEMENTS OF CASH FLOWS-YEARS ENDED DECEMBER 31, 1998,
    1997 AND 1996..........................................        66
   NOTES TO FINANCIAL STATEMENTS...........................        67

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.

(a)(3)    Listing of Exhibits:


   Exhibit
   Number                       Description
   _______                      ___________

   2.1(22)      Agreement and Plan of Merger dated as of February 8,
                1999 among Jackpot Enterprises, Inc., JEI Merger Corp.
                and Players International, Inc.

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

   3.2(2)       By-laws of the Company, as amended.

   4.1(1)       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(11)      Form of Third Supplemental Indenture to the Senior Note
                Indenture.

   4.5(17)      Form of Fourth Supplemental Indenture to the Senior
                Note Indenture.

                                -55-

   4.6(17)      Form of Fifth Supplemental Indenture to the Senior Note
                Indenture.

   4.7(17)      Form of Sixth Supplemental Indenture to the Senior Note
                Indenture.

   4.8(21)      Rights Agreement dated as of January 27, 1997, between
                Players International, Inc. and Interwest Transfer
                Company, Inc. as Rights Agent.

   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.

                                -56-

   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, LLC,
                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.

                                -57-

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

   10.50(11)    Agreement between the Company and Lake Charles
                Construction Corporation dated February 16, 1996 for
                the Players Island-Entertainment Barge.

   10.51(13)    Retirement Agreement and General Release dated
                September 9, 1996 between the Company and Edward
                Fishman.

   10.52(13)    Retirement Agreement and General Release dated
                September 9, 1996 between the Company and David
                Fishman.

   10.53(14)    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(15)    Purchase Agreement by and among Players Nevada, Inc.,
                Players Mesquite Land, Inc., Players Mesquite Golf
                Club, Inc. and RBG, LLC.

   10.55(16)    March 17, 1997 Letter Agreement to the Asset Purchase
                Agreement Extending Closing Date.

   10.56(16)    March 18, 1997 Letter Agreement to the Asset Purchase
                Agreement Regarding Application of Due of Due Diligence
                Fee.

   10.57(16)    March 18, 1997 Letter Agreement to the Asset Purchase
                Agreement Regarding Certain Matters Incident to
                Closing.

   10.58(18)    Asset Purchase Agreement dated as of September 30, 1997
                by and between Lakeshore Hotels, Ltd.  and Players
                International, Inc.

   10.59(18)    November 13, 1997 Amendment No. 1 to Asset Purchase
                Agreement.

                                -58-

   10.60(18)    December 17, 1997 Amendment No. 2 to Asset Purchase
                Agreement.

   10.61(17)    January 9, 1998 Letter Agreement with Wells Fargo Bank
                regarding terms of Reducing Revolving Credit Agreement.

   10.62(18)    Second Amended and Restated Credit Agreement, dated as
                of March 11, 1998, among the Company and the Lenders
                party thereto and Wells Fargo Bank, N.A.

   10.63(18)    March 24, 1998 Letter Agreement regarding execution of
                the Settlement and Admission Fee Agreement.

   10.64(18)    Settlement and Admission Fee Agreement dated May 15,
                1998 among Players Lake Charles, L.L.C., Showboat Star
                Partnership and the City of Lake Charles.

   10.65(19)    Howard A. Goldberg Employment Agreement dated October
                1, 1996.

   10.66(19)    Peter J. Aranow Employment Agreement dated October 1,
                1996.

   10.67(19)    Patrick Madamba Employment Agreement dated March 31,
                1997.

   10.68(19)    John Groom Change of Control Agreement dated August 1,
                1997.

   10.69(20)    Amendment to Peter J. Aranow Employment Agreement dated
                September 29, 1998.

   10.70(21)    Amended and Restated 1993 Stock Incentive Plan, as
                amended through November 12, 1998.

   10.71(21)    Amendment dated as of August 31, 1998, to Agreement
                dated as of August 1, 1997, between Players
                International, Inc. and John Groom.

   10.72(21)    Amendment dated as of August 31, 1998,  to Employment
                Agreement dated as of March 31, 1997, between Players
                International, Inc. and Patrick Madamba, Jr.

   10.73(21)    Amendment dated November 12, 1998, to Employment
                Agreement dated October 1, 1996, between Players
                International, Inc. and Howard A. Goldberg.

   10.74(21)    Amendment dated as of November 12, 1998, to Employment
                Agreement dated as of March 31, 1997, between Players
                International, Inc. and Patrick Madamba, Jr.

   10.75(21)    Restated Amendment dated as of January 6, 1999, between
                Players International, Inc. and Peter J. Aranow.

   10.76(21)    Restated Amendment dated January 29, 1999, between
                Players International, Inc. and Peter J. Aranow.

   10.77        Raymond A. Spera Change of Control Agreement dated
                April 12, 1999.

   10.78        Purchase Agreement dated March 1, 1999, between The
                Beeber Corporation, William D. Woodward, Timothy J.
                Vaughan and Players Lake Charles, LLC.

   10.79        Purchase Agreement dated March 1, 1999, between  Karl
                E. Boellert and Players Lake Charles, LLC.

   10.80        Letter Agreement with Peter J. Aranow dated March 23,
                1999.

   10.81        Amendment dated as of March 23, 1999, to Employment
                Agreement dated as of March 31, 1997, between Players
                International, Inc. and Patrick Madamba, Jr.

    21          Subsidiaries of Players International, Inc.

    27          Financial Data Schedule

                                -59-


(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 Annual Report on
        Form 10-K for the fiscal year ended March 31, 1996, and
        incorporated herein by reference.

(12)    Filed as an exhibit to the Company's Quarterly Report on
        Form 10-Q for the quarter ended September 30, 1996,
        and incorporated herein by reference.

(13)    Filed as an exhibit to the Company's Form 8-K dated
        September 17, 1996, and incorporated herein by reference.

(14)    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.

(15)    Filed as an exhibit to the Company's Form 8-K/A.  Filing
        dated March 18, 1997, and incorporated herein by
        reference.

(16)    Filed as an exhibit to the Company's Form 8-K.  Filing dated
        March 18, 1997, and incorporated herein by
        reference.

(17)    Filed as an exhibit to the Company's Quarterly Report on
        Form 10-Q for the quarter ended December 31, 1997, and
        incorporated herein by reference.

(18)    Filed as an exhibit to the Company's Annual Report on Form
        10-K for the fiscal year ended March 31, 1998, and
        incorporated herein by reference.

(19)    Filed as an exhibit to the Company's Annual Report on Form
        10-K/A-2 for the fiscal year ended March 31, 1998,
        and incorporated herein by reference.

(20)    Filed as an exhibit to the Company's Quarterly Report on
        Form 10-Q for the quarter ended September 30, 1998,
        and incorporated herein by reference.

(21)    Filed as an exhibit to the Company's Quarterly Report on
        Form 10-Q for the quarter ended December 31, 1998, and
        incorporated herein by reference.

(22)    Filed as an exhibit to the Company's Current Report on
        Form 8-K filed on February 9, 1999, and incorporated
        herein by reference.
___________

(b)     Reports on Form 8-K filed during the last quarter of the
        period covered by this report:

        On February 9, 1999, a Form 8-K was filed announcing the
        Agreement and Plan of Merger with Jackpot Enterprises, Inc.

(c)     Exhibits required by Item 601 of Regulation S-K:

        The exhibits incorporated by reference herein are set forth in
        Item 14(a)(3) above.

(d)     Included below are separate financial statements of
        subsidiaries not consolidated and 50% or less owned.

                                -60-




                     RIVERSIDE JOINT VENTURE

                      Financial Statements

                   December 31, 1998 and 1997

           (With Independent Auditors' Report Thereon)

                                -61-



                  Independent Auditors' Report



The Partners
Riverside Joint Venture:


We  have  audited  the accompanying balance sheets  of  Riverside
Joint Venture, a Missouri general partnership, as of December 31,
1998  and  1997  and  the related statements  of  operations  and
partners'  capital, and cash flows for each of the years  in  the
three-year  period  ended  December 31,  1998.   These  financial
statements are the responsibility of the General Partners of  the
Partnership.   Our  responsibility is to express  an  opinion  on
these financial statements based on our audit.

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  the  General  Partners  of  the
Partnership,   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  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Riverside Joint Venture as of December 31, 1998 and 1997, and
the  results of its operations and its cash flows for each of the
years  in  the  three-year period ended  December  31,  1998,  in
conformity with generally accepted accounting principles.


                                             KPMG LLP

Memphis, Tennessee
March 12, 1999

                                -62-


                     RIVERSIDE JOINT VENTURE
                         BALANCE SHEETS

                             ASSETS


                                                       December 31,
                                               --------------------------
                                                   1998          1997
                                               ------------  ------------
Current assets:
  Cash and cash equivalents                    $  3,292,181  $  9,935,538
  Receivables                                     2,636,831     3,151,091
  Inventories                                       501,104       473,409
  Prepaid expenses and other                         73,297        69,565
                                               ------------  ------------
      Total current assets                        6,503,413    13,629,603
                                               ------------  ------------

Fixed assets, at cost:
  Land                                           10,406,453    10,996,224
  Land improvements                              30,059,486    28,549,609
  Buildings                                      99,280,405    98,939,095
  Boats                                          40,104,483    40,104,483
  Furniture, fixtures and equipment              12,367,797    12,074,190
  Construction in progress                          309,800             -
                                               ------------  ------------
                                                192,528,424   190,663,601
  Less: accumulated depreciation                (16,183,597)   (7,297,726)
                                               ------------  ------------
     Total fixed assets                         176,344,827   183,365,875
                                               ------------  ------------
Other assets, net of accumulated amortization
  of $845,517 and $254,153 at December 31,
  1998 and 1997, respectively                     9,019,384     8,910,778
                                               ------------  ------------
Total assets                                   $191,867,624  $205,906,256
                                               ============  ============


                LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
  Accounts payable                             $  1,179,409  $  1,107,209
  Accrued expenses                                2,061,569     2,294,655
  Due to partner                                    973,583     3,330,555
                                               ------------  ------------
     Total liabilities                            4,214,561     6,732,419
                                               ------------  ------------

Commitments and contingencies (notes 5 and 7)

Partners' capital                               187,653,063   199,173,837
                                               ------------  ------------
Total liabilities and partners' capital        $191,867,624  $205,906,256
                                               ============  ============



         See accompanying notes to financial statements.

                                -63-


                     RIVERSIDE JOINT VENTURE
                    STATEMENTS OF OPERATIONS



                                          Years ended December 31,
                                ------------------------------------------
                                     1998           1997          1996
                                ------------   -------------   -----------
Revenues:
  Property rental to partners   $ 12,161,031   $  11,830,054   $         -
  Food and beverage               11,299,958       8,283,773             -
  Lodging                          5,936,506       3,818,375             -
  Other                            3,085,597       2,316,231             -
  Interest income                    399,835         800,001     1,241,954
  Less: casino promotional
    allowances                      (569,876)       (342,907)             -
                                ------------   -------------   -----------
     Total revenues               32,313,051      26,705,527     1,241,954
                                ------------   -------------   -----------
Direct operating expenses:
  Food and beverage               10,561,045       8,257,157             -
  Lodging                          3,052,996       2,112,214             -
  Other                            2,000,449       1,715,204             -
                                ------------   -------------   -----------
     Total operating expenses     15,614,490      12,084,575             -
                                ------------   -------------   -----------
Operating profit before
  undistributed expenses          16,698,561      14,620,952     1,241,954
                                ------------   -------------   -----------
Undistributed expenses:
  General and administrative       4,817,826       5,772,585             -
  Depreciation and amortization    9,502,975       7,567,189             -
  Property taxes and insurance     5,954,043       4,195,900             -
  Facility operations              5,230,013       3,939,158             -
  Management fees                    346,532         119,487             -
  Entertainment                      269,468         518,948             -
  Interest                            78,140          51,866             -
                                ------------   -------------   -----------
     Total undistributed
       expenses                   26,198,997      22,165,133             -
                                ------------   -------------   -----------
Preopening costs                           -       3,774,139             -
                                ------------  --------------   -----------
Net (loss) earnings             $ (9,500,436) $  (11,318,320)  $ 1,241,954
                                ============  ==============   ===========



         See accompanying notes to financial statements.

                                -64-


                     RIVERSIDE JOINT VENTURE
                 STATEMENTS OF PARTNERS' CAPITAL

          Years ended December 31, 1998, 1997 and 1996

                                     Harrah's
                                     Maryland
                                     Heights       Players
                                      Corp.        MH, L.P.        Total
                                  ------------   ------------   ------------

Balance, December 31, 1995        $ 21,022,058   $ 21,422,873   $ 42,444,931
  Capital contributions             55,000,000     57,800,000    112,800,000
  Net income                           620,977        620,977      1,241,954
                                  ------------   ------------   ------------

Balance, December 31, 1996          76,643,035     79,843,850    156,486,885
  Capital contributions             29,415,689     24,589,583     54,005,272
  Net loss                          (5,659,160)    (5,659,160)   (11,318,320)
                                   -----------   ------------   ------------

Balance, December 31, 1997         100,399,564     98,774,273    199,173,837
  Capital contributions             (1,010,169)    (1,010,169)    (2,020,338)
  Net loss                          (4,750,218)    (4,750,218)    (9,500,436)
                                   -----------   ------------   ------------

Balance, December 31, 1998         $94,639,177   $ 93,013,886   $187,653,063
                                   ===========   ============   ============

Ownership percentages                      50%            50%           100%
                                   ===========   ============   ============



         See accompanying notes to financial statements.

                                -65-

                     RIVERSIDE JOINT VENTURE
                    STATEMENTS OF CASH FLOWS



                                               Years ended December 31,
                                     ----------------------------------------
                                         1998          1997          1996
                                     ------------  ------------- ------------
Cash flows from operating activities:
 Net income (loss)                   $(9,500,436)  $(11,318,320) $  1,241,954
 Depreciation and amortization         9,502,975      7,567,189             -
 Changes in assets and liabilities:
   Receivables                           514,260     (3,061,917)        8,286
   Inventories                           (27,695)      (473,409)            -
   Prepayments and other                  (3,732)         2,834       (72,399)
   Preopening costs                            -      1,366,429             -
   Accounts payable and accrued
     expenses                           (160,886)   (19,336,493)      (53,403)
   Due to partner                     (2,356,972)     2,695,056             -
                                     ------------  ------------  ------------
  Net cash (used in) provided by
    operating activities              (2,032,486)   (22,558,631)    1,124,438
                                     ------------  ------------  ------------

Cash flows from investing activities:
 Fixed asset expenditures             (1,890,563)   (39,370,484) (102,218,122)
 Increase in other assets               (699,970)    (2,430,082)   (1,030,159)
 Expenditures for other assets                 -              -      (681,751)
                                     ------------  ------------  ------------
   Net cash used in investing
    activities                        (2,590,533)   (41,800,566) (103,930,032)
                                     ------------  ------------  ------------

Cash flows from financing activities:
 Capital contributions                         -     54,005,272   112,800,000
 Distributions                        (2,020,338)             -             -
 Payment of note payable                       -              -    (3,700,000)
                                     -----------   ------------- ------------
   Net cash provided by (used in)
    financing activities              (2,020,338)    54,005,272   109,100,000
                                     -----------   ------------  ------------
Net increase (decrease) in cash
   and cash equivalents:              (6,643,357)   (10,353,925)    6,294,406

Cash and cash equivalents at
   beginning of year                   9,935,538     20,289,463    13,995,057
                                     -----------   ------------  ------------
Cash and cash equivalents at end
  of year                            $ 3,292,181   $  9,935,538  $ 20,289,463
                                     ===========   ============  ============

            See accompanying notes to financial statements.

                                -66-

                       Riverside Joint Venture

                    Notes to Financial Statements

(1) Organization

   Riverside  Joint Venture, a Missouri general partnership  (the
   Partnership), was formed on November 2, 1995 for  the  purpose
   of   constructing,  developing  and  owning  Riverport  Casino
   Center   which  includes  a  hotel,  four  riverboat  casinos,
   restaurants   and   other   entertainment   offerings.     The
   Partnership  was  considered  a development  stage  enterprise
   prior to the commencement of operations in March 1997.

   The  Partnership acquired certain rights, title  and  interest
   under all agreements, plans, drawings and studies relating  to
   the  development from its general partners, Harrah's  Maryland
   Heights Corporation (HMHC) and Players MH, L.P. (PMHLP).

   Leasing Arrangements and Operation of the Riverboat Casinos

   HMHC   is  a  wholly-owned  indirect  subsidiary  of  Harrah's
   Entertainment  Inc.  (Harrah's).   PMHLP  is  a   wholly-owned
   indirect  subsidiary of Players International, Inc. (Players).
   Each   parent  has  guaranteed  certain  obligations  of  each
   partner.   Harrah's, through a subsidiary, owns the land  upon
   which  the  facility,  known as Riverport  Casino  Center,  is
   located,  and has leased the land to the Partnership  under  a
   Ground  Lease.   The  Ground Lease has  an  eighty-year  lease
   term.   A subsidiary of Harrah's and PMHLP each sublease space
   from  the  Partnership  for casino, specialty  restaurant  and
   office   purposes.    Each  sub-tenant  pays   rent   to   the
   Partnership   equal  to  50%  of  the  Partnership's   monthly
   operating   losses,   as  defined.   PMHLP   is   additionally
   obligated  to  pay  the  Partnership a  percentage  of  gaming
   revenues  as  percentage  rent.   The  Partnership  pays  this
   percentage rent to Harrah's pursuant to the Ground Lease.

   The  Partnership  is not responsible for and does  not  assume
   any   liability   in  connection  with  the   activities   and
   operations of the subleased premises.

   A  subsidiary of Harrah's manages the operations of the hotel,
   restaurants and parking operations at Riverport Casino  Center
   for  the Partnership pursuant to a management contract.  PMHLP
   manages  the  operation of retail shops  at  Riverport  Casino
   Center for the Partnership pursuant to a management contract.

(2) Summary of Significant Accounting Policies

   (a) Basis of Accounting

       The  accompanying financial statements have been  prepared
       on  the  accrual  basis of accounting.  During  1996,  the
       Partnership  financial  statements  were  prepared  as   a
       development stage enterprise.

   (b) Cash and Cash Equivalents

       The  Partnership  considers all highly liquid  investments
       purchased  with  an  original term to  maturity  of  three
       months or less to be cash equivalents.

   (c) Preopening Costs

       Preopening  costs,  representing  primarily  salaries  and
       wages,  advertising, training and other costs  which  were
       incurred  prior  to  the opening of the  Riverport  Casino
       Center,  were deferred as incurred and expensed  upon  the
       opening of the facility.

   (d) Fixed Assets

       Fixed  assets are stated at cost and are depreciated using
       the  straight-line  method  over  their  estimated  useful
       lives.

   (e) Income Taxes

       No  provision for state or federal income taxes  has  been
       made  as  the  liability for such taxes  is  that  of  the
       individual partners rather than the Partnership.

                                -67-

   (f) Inventories

       Inventories are stated at the lower of cost or market  and
       consist   primarily  of  food,  beverage   and   operating
       supplies.

   (g) Revenue Recognition

       Food  and  beverage and lodging revenues include aggregate
       amounts generated by each department.

   (h) Promotional Allowances

       Promotional allowances consist principally of  the  retail
       value  of  complimentary food and  beverage,  lodging  and
       entertainment  provided  to patrons  of  Riverport  Casino
       Center.    The   estimated   costs   of   providing   such
       complimentary services are classified as direct  operating
       expenses.

   (i) Management Estimates

       In  preparing  the  financial  statements,  management  is
       required  to  make estimates and assumptions  that  affect
       the  reported balances of assets and liabilities as of the
       date  of  the statements of financial position and  income
       and  expenses for the period.  Actual results could differ
       significantly from these estimates.

   (j) Reclassifications

       Certain  prior  year  amounts have  been  reclassified  to
       conform to the 1998 presentation.

(3)Partnership Agreement

   The   ownership  percentage  of  each  partner  is  50%.    In
   accordance  with  the  partnership  agreement  and  the  first
   amendment  to  it  dated June 28, 1996, each partner  made  an
   initial   cash  contribution  of  $20,000,000  and  has   made
   additional  cash  contributions pursuant  to  a  Cost  Budget.
   Each  partner also contributed an agreed upon amount  of  pre-
   development  costs  consisting  of  land,  lock-up  costs  for
   negative  easements,  land covenant payments  and  design  and
   construction fees.  These contributed assets were recorded  at
   their estimated fair value at the date of contribution.

   The  Partnership Agreement contains restrictions on "Transfer"
   of  a  partner's  partnership interest and  related  property.
   These  transfer restrictions are incorporated by reference  in
   the  Management Agreement and Operating Leases.  For  purposes
   of  these  restrictions, "Transfer" specifically excludes  the
   sale  of publicly traded capital stock of Harrah's and Players
   on  a  stock exchange or the sale or other disposition of  all
   or  substantially all of the assets of either of  Harrah's  or
   Players.   Each partner is given a right of first  refusal  in
   connection  with any proposed Transfer of the other  partner's
   partnership  interest and/or related property.   Each  partner
   is  also  given  the  option to purchase the  other  partner's
   partnership  interest and related property, on the  occurrence
   of  specified events involving bankruptcy, insolvency, default
   under    the   agreement   or   certain   adverse   regulatory
   determinations  by Missouri gaming regulators,  in  each  case
   concerning  the  other partner.  The agreement  also  provides
   for  a  "shotgun" buy-sell remedy where one partner reasonably
   determines  that  it will suffer, or might likely  suffer,  an
   adverse regulatory impact because of its affiliation with  the
   other  partner.  If there is a transfer of HMHC's  partnership
   interest  and/or  related property,  or  suffers  one  of  the
   specified bankruptcy or insolvency events, and PMHLP does  not
   exercise  its  right of first refusal, PMHLP  nonetheless  has
   the  additional right to buy out the Management  Agreement  at
   its  fair value.  HMHC has an additional right, for five years
   expiring  November  2,  2002, to acquire  PMHLP's  partnership
   interest  and  related  property, if  any  of  four  specified
   parties acquires more than 49% of the capital stock or  voting
   power  in any Players entity.  There are several remedies  for
   defaults,  which include enforcement against each partner  and
   enforcement against parental guarantors.

(4)Other Assets

   Included   in   other   assets  at  December   31,   1998   is
   approximately  $5,479,000 that represents  payments  to  third
   parties  to  obtain restrictive covenants which were  assigned
   to  the  Partnership  from  HMHC as part  of  the  Partnership
   Agreement.   These covenants are being amortized  over  a  30-
   year  period commencing with the opening date of the Riverport
   Casino  Center.  The Partnership in 1998 completed  its  final
   payment  of  $650,000 as part of assuming the  covenants  from
   HMHC.

                                -68-


(5)Commitments and Contingencies

   The  Partnership  conditionally  agreed  to  loan  $2,250,000,
   purchase  bonds, and guarantee for five years after  issuance,
   gaming  tax revenues to the City which would be used  to  fund
   the   City's  debt  service  for  bonds  issued  for   certain
   improvements  to  the  Earth City Expressway.   The  agreement
   requires that the City satisfy certain conditions in order  to
   obligate  the  Partnership.  The City did  not  satisfy  these
   conditions   prior   to  the  deadline  established   by   the
   agreement.  The  City  has not officially  released  Riverside
   Joint Venture from these obligations.

   The  Partnership  has  agreed to pay  the  Howard  Bend  Levee
   District  between $600,000 and $700,000 per year to fund  debt
   service  on  bonds or costs to fund the second phase  of  off-
   site   levee  improvements  beginning  in  1997.   Under  this
   agreement   with   the   Howard  Bend  Levee   District,   the
   Partnership  shall pay no more than 20 annual installments  of
   the  Phase  II  installment assessments.  The Partnership  has
   made  payments of $600,000 and $483,288 related to their  1998
   and 1997 Phase II installment assessments, respectively.

(6)Fair Value of Financial Instruments

   Statement  of  Financial Accounting Standards  No.  107  (SFAS
   107),  Disclosures about Fair Value of Financial  Instruments,
   requires  entities to disclose the fair value of all financial
   assets  and  liabilities  for  which  it  is  practicable   to
   estimate.  Fair value is defined in SFAS 107 as the amount  at
   which   the  instrument  could  be  exchanged  in  a   current
   transaction  between willing parties, other than in  a  forced
   or  liquidation sale.  The Partnership believes  the  carrying
   amount  of  such financial assets and liabilities  approximate
   their fair value at December 31, 1998 and 1997.

(7)Litigation with Missouri Gaming Commission

   The  Partnership was involved in certain litigation  regarding
   the  constitutionality of its Riverport Casino  Center  gaming
   facility, which is located upon artificial basins fed  by  the
   Missouri  River.  On November 25, 1997, the  Missouri  Supreme
   Court  ruled  that gaming may occur only in artificial  basins
   that are contiguous to the surface stream of the Missouri  and
   Mississippi   Rivers.   Subsequently,  the   Missouri   Gaming
   Commission  attempted to issue disciplinary  resolutions  that
   effectively  would  have amended the gaming  licenses  of  the
   Partnership's  casinos  to  preclude  games  of  chance.   The
   Partnership's  casino  partners  filed  countersuits   seeking
   declaratory judgment that the Riverport Casino Center met  the
   state  constitutional mandates as established by the  Missouri
   Supreme  Court.  On November 3, 1998, the voters  of  Missouri
   approved  a  referendum  that amended  their  constitution  to
   expressly  permit  gaming  facilities  in  artificial   basins
   within  1,000  feet  of the Missouri and  Mississippi  Rivers.
   Subsequent   to   the   November   1998   referendum,    which
   constitutionally authorized the Riverport Casino  Center,  the
   disciplinary   proceedings   before   the   Missouri    Gaming
   Commission  and the suit by the Partnership's casino  partners
   seeking  a  declaratory  judgment  have  been  dismissed   and
   withdrawn.

(8)Year 2000 (unaudited)

   The   Partnership's   Year   2000   ("Y2K")   assessment   and
   remediation   plan  is  part  of  Harrah's  company-wide   Y2K
   assessment  and remediation process.  Harrah's Y2K  assessment
   process  includes a task force and support office  responsible
   for   implementing  this  company-wide  process.   Remediation
   efforts  on  business  critical  systems  are  scheduled   for
   completion  by  July  1999  with  related  contingency   plans
   scheduled for completion by December 1999.  Harrah's  is  also
   evaluating  the  Y2K readiness of vendors  and  supplies  that
   support  business critical systems.  The Partnership  believes
   that  its business critical systems are compliant or  will  be
   made compliant by mid-1999.

                                -69-


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 18, 1999       By:  /s/ Howard Goldberg
                               ----------------------------------
                           Howard Goldberg
                           Acting Chairman of the Board,
                           President and Chief Executive Officer
                           (Principal Executive Officer)

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 18, 1999     /s/ Howard Goldberg
                         ----------------------------------------
                         Howard Goldberg
                         Acting Chairman of the Board, President
                         and Chief Executive Officer
                         (Principal Executive Officer)

Dated: June 18, 1999     /s/ Raymond A. Spera, Jr.
                         ----------------------------------------
                         Raymond A. Spera, Jr.
                         Vice President, Chief Financial Officer,
                         Treasurer and Secretary (Principal
                         Financial and Accounting Officer)

Dated: June 18, 1999     /s/ John Groom
                         ----------------------------------------
                         John Groom
                         Executive Vice President, Chief
                         Operating Officer and Director

Dated: June 18, 1999     /s/ Vincent J. Naimoli
                         ----------------------------------------
                         Vincent J. Naimoli, Director

Dated: June 18, 1999     /s/ Alan R. Buggy
                         ----------------------------------------
                         Alan R. Buggy, Director

Dated: June 18, 1999     /s/ Lawrence Cohen
                         ----------------------------------------
                         Lawrence Cohen, Director

Dated: June 18, 1999     /s/ Lee Seidler
                         ----------------------------------------
                         Lee Seidler, Director

Dated: June 18, 1999     /s/ Marshall S. Geller
                         ----------------------------------------
                         Marshall S. Geller, Director

Dated: June 18, 1999     /s/ Earl  Webb
                         ----------------------------------------
                         Earl Webb, Director

Dated: June 18, 1999     /s/ Charles Masson
                         ----------------------------------------
                         Charles Masson, Director

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