SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549
                          _____________
                                
                            FORM 10-Q
                                
                                
(Mark One)

[  X  ]   QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15  (d)  OF
          SECURITIES EXCHANGE ACT OF 1934


          For the quarterly period ended December  31, 1997

                               or

[      ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15  (d)  OF
          SECURITIES EXCHANGE ACT OF 1943

          For  the transition period from _______________________
          to ____________________

             Commission file number         0-14897
                                

                               Players International, Inc.
                                
        Nevada                                         95-4175832
(State or other  jurisdiction of incorporation  or  organization)
          (I.R.S. employer identification no.)

   1300 Atlantic  Ave.,  Suite 800            Atlantic  City,  NJ
          08401
(Address of          principal         executive         offices)
          (Zip code)

Registrant's    telephone    number,    including    area    code
          (609) 449-7777


 Former name, former address and former fiscal year, if changed
                       since last report.

      Indicate by check 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


              APPLICABLE ONLY TO CORPORATE ISSUERS:
                                
     The number of shares outstanding of each of the registrant's
classes  of  common stock was 31,916,748 shares at  February  13,
1998.


          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                                
                              INDEX
                                
                                
PART I - FINANCIAL INFORMATION                         PAGE

Item 1.   Financial Statements

     Condensed Consolidated Balance Sheets at December  31,  1997
     and March 31, 1997                                      1

     Condensed  Consolidated Statements  of  Operations  for  the
     Three and Nine Months Ended December 31, 1997 and 1996  3

     Condensed Consolidated Statements of Cash Flows for the Nine
     Months Ended December 31, 1997 and 1996                 4

     Notes to Condensed Consolidated Financial Statements    5

Item 2.   Management's Discussion and Analysis of
     Financial Condition and Results of Operations           8


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                 14

Item 6.   Exhibits and Reports on Form 8-K                  16

          Signature                                         17



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS
                     (dollars in thousands)

                             ASSETS

                                       December 31, March 31,
                                          1997        1997
                                         (Unaudited)
CURRENT ASSETS:                                   
    Cash and cash equivalents            $24,274    $20,567
    Accounts receivable, net of                            
    allowance for doubtful accounts of
    $664 at December 31, 1997 and
    $1,028 at March 31, 1997               2,514      3,123
    Notes receivable                       1,500         19
    Inventories                            1,547      1,955
    Deferred income tax                    1,881      1,881
    Income taxes refundable                    -     27,534
    Prepaid expenses and other current                     
assets                                     2,217      3,997
    Assets held for sale                       -      8,500
                                                           
           Total current assets           33,933     67,576
                                                           
PROPERTY AND EQUIPMENT, net of                             
    accumulated depreciation
    and amortization of $40,149 at                         
    December 31, 1997 and
    $27,336 at March 31, 1997            219,229    210,442
                                                           
DEFERRED INCOME TAX - long-term            4,654      4,654
                                                           
INTANGIBLES, net of accumulated                            
    amortization of $3,327 at December 31,
    1997 and $2,541 at March 31, 1997     35,547     36,271
                                                           
INVESTMENT IN JOINT VENTURE               99,139     95,401
                                                           
OTHER ASSETS                               5,749      6,945
                                                           
           TOTAL ASSETS                 $398,251   $421,289
                                                           

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

              LIABILITIES AND STOCKHOLDERS' EQUITY


                                                       
                                         December    March
                                           31,        31,
                                           1997      1997
                                                    
                                        (Unaudited)
CURRENT LIABILITIES:                                
    Current portion of long-term debt      $31,948   $8,500
    Accounts payable                         4,129    6,466
    Accrued liabilities                     20,846   33,969
    Other liabilities                        5,330    2,921
                                                           
           Total current liabilities        62,253   51,856
                                                           
OTHER LONG-TERM LIABILITIES                 26,453   26,052
                                                           
LONG-TERM DEBT, net of current portion     151,065  187,500
                                                           
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- 32,585,848 at December                       
31, 1997 and 32,563,348
      at March 31, 1997                        163      163
   Additional paid-in capital              132,276  132,256
   Treasury stock, at cost; 672,100                        
   shares at December 31, 1997 and
   March 31, 1997                          (7,294)  (7,294)
   Retained earnings                        33,335   30,756
                                                           
      Total stockholders' equity           158,480  155,881
                                                           
    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY                               $ 398,251 $421,289
                                                           
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (dollars in thousands, except per share data)
                           (Unaudited)

                               For the          For the
                             Three Months     Nine Months
                                 Ended          Ended
                             December 31,    December 31,
                                     
                                                       
                             1997    1996    1997    1996
                                                           
REVENUES:                                                  
 Casino                     72,224  58,105  226,390 197,617
 Food and beverage           2,342   3,195    9,301  10,604
 Hotel                         159   1,491    2,182   5,069
 Other                       1,241   2,057    4,835   5,576
                                                           
                            75,966  64,848  242,708 218,866
                                                           
COSTS AND EXPENSES:                                        
 Casino                     34,144  28,270  106,035  89,951
 Food and beverage           2,085   3,329    8,391  10,782
 Hotel                         177     690    1,013   2,320
 Other operating expenses    9,791   8,834   31,793  27,955
 Selling, general and       14,492  13,238   44,392  41,740
administrative
 Corporate administrative    2,095   2,263    5,389   7,325
expenses
 Allocated amounts of        2,484       -    8,917       -
joint venture
 Pre-opening and gaming          -   1,660        -   4,954
development costs
 Depreciation and            5,016   7,717   14,951  17,099
amortization
 Restructuring charge            -       -        -   9,007
                                                           
                            70,284  66,001  220,881 211,133
                                                           
 Income (loss) before                                      
  other income (expense)                                     
  and provision (benefit)
for income taxes             5,682  (1,153)  21,827   7,733
                                                           
OTHER INCOME (EXPENSE):                                    
 Interest income               177      27      414     194
 Other income, net              18      11        -      76
 Interest expense          (5,633) (3,975) (18,026)(11,587)
                                                           
                           (5,438) (3,937) (17,612)(11,317)
 Income (loss) before                                      
    provision (benefit) for
    income taxes              244  (5,090)   4,215  (3,584)
                                                           
PROVISION (BENEFIT) FOR                                    
INCOME TAXES                   78  (1,985)   1,636  (1,398)

                                                           
NET INCOME (LOSS)            $166 $(3,105)  $2,579 $(2,186)
                                                           
EARNINGS (LOSS) PER COMMON                                 
SHARE
      Basic and Diluted      $0.01 $(0.11)    $0.08 $(0.07)

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)
                           (Unaudited)
                                              For the Nine
                                              Months Ended
                                              December 31,
                                                        
                                                        
                                              1997    1996
                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:                       
    Net income (loss)                       $ 2,579 $(2,186)
    Adjustments to reconcile net income                     
        (loss) to net cash provided
        by operating activities:                              
       Depreciation and amortization         14,951   17,099
       Joint venture depreciation and
         amortization                         3,359        -
       Loss on disposition of property and
        equipment                               111    1,957
       Other                                    326      618
    Changes in assets and liabilities:                      
        Accounts and notes receivable       (1,196)    2,140
        Inventories, prepaid expenses and
        other current assets                  2,188  (4,026)
        Income taxes refundable              28,965        -
        Other assets                            201    1,096
        Accounts payable and accrued
        liabilities                        (15,460) (15,961)
        Other liabilities                       672    9,500
                                                            
    Net cash provided by operating                          
    activities                               36,696   10,237
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                       
    Net purchases of property and equipment(18,191) (33,626)
    Proceeds from disposal of property and 
    equipment                                 8,794    8,749
    Proceeds from sale of marketable
    securities                                    -    4,401
    Investment in joint venture             (6,390) (42,800)
    Other                                         -    (329)
                                                            
    Net cash used in investing activities  (15,787) (63,605)
                                                         
CASH FLOWS FROM FINANCING ACTIVITIES:                       
    Proceeds from issuance of long-term
    debt                                     27,000   52,500
    Repayments of long-term debt           (43,891)  (5,500)
    Debt issuance cost                        (331)  (1,963)
    Proceeds from exercise of stock options
    and warrants                                 20    5,599
    Other                                         -     (48)
                                                            
    Net cash provided by (used in)                          
    financing activities                     (17,202) 50,588
                                                           
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                   3,707  (2,780)
                                                            
CASH AND CASH EQUIVALENTS AT BEGINNING OF                   
PERIOD                                       20,567   18,786
                                                            
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $24,274  $16,006
                                                            
SUPPLEMENTAL CASH FLOW DISCLOSURE:                          
    Interest paid                           $22,210  $20,400
    Income taxes paid                             9    4,127
    Debt incurred to purchase equipment       3,905        -
                                
                                
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)


Note 1 - Basis of Presentation

      The accompanying unaudited condensed consolidated financial
statements  have  been  prepared  pursuant  to  the   rules   and
regulations  of the Securities and Exchange Commission.   Certain
information  and  note disclosures normally  included  in  annual
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  those rules and regulations.  It is suggested  that
these  condensed  consolidated financial statements  be  read  in
conjunction  with the financial statements and the notes  thereto
included in the Company's Form 10-K for the year ended March  31,
1997.   In  the  opinion  of management, all  adjustments  (which
include normal recurring adjustments) necessary to present fairly
the  financial position, results of operations and cash flows  of
all periods presented have been made.

      The  results  of operations for the three and  nine  months
ended  December 31, 1997, are not necessarily indicative  of  the
operating results for the full year.

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

Note 2 - Casino Revenues and Promotional Allowances

      Casino  revenues  are the net of gaming wins  less  losses.
Revenues  exclude  the  retail value of  complimentary  food  and
beverage,  hotel  accommodations and  other  items  furnished  to
customers,  which totaled approximately $5,605,000 and $6,634,000
and  $17,719,000  and $20,251,000 for the three and  nine  months
ended December 31, 1997 and 1996, respectively.

      The estimated cost of providing such complimentary services
are   included  in  casino  costs  and  expenses  through  inter-
department allocations from the department granting the  services
as follows (dollars in thousands):

                         For the Three       For the Nine
                             Months             Months
                             Ended               Ended
                          December 31,       December 31,
                           1997    1996       1997    1996

Food and beverage        $4,138  $4,854    $13,140 $15,922
Hotel                        59     371        351     897
Admissions and other        169     439        617   1,094
                         $4,366  $5,664    $14,108 $17,913

Note 3 - Earnings Per Share

      In  February 1997, the Financial Accounting Standards Board
issued  Statement  of  Financial Accounting Standards,  No.  128,
("SFAS  128") Earnings per Share, which is required to be adopted
for   the  quarter  ended  December  31,  1997.   Under  the  new
requirements  for  calculating  basic  earnings  per  share,  the
dilutive effect of stock options are excluded.

     The following table illustrates the computation of basic and
diluted earnings per share:

                              For the          For the Nine
                            Three Months       Months Ended
                             December 31,      December 31,     
<TABLE>
                                                        
                        1997      1996       1997        1996
Numerator:                                                  
   <S>        <C>    <C>      <C>          <C>        <C>
   Net income (loss) $166,000 $(3,105,000) $2,579,000 $(2,186,000)
                                                            
Denominator:                                                
   Denominator for basic                                    
earnings per share-
weighted-average shares 31,913,748 29,380,359 31,899,266 29,252,007
                                                           
Effect of dilutive                                          
securities-stock options    22,497        -       21,082       -
                                                            
Denominator for diluted                                     
earnings per share-
adjusted weighted-      31,936,245 29,380,359 31,920,348 29,252,007
average shares

Basic earnings per share     $0.01  $(0.11)     $0.08 $(0.07)
                                                            
Diluted earnings per
share                        $0.01  $(0.11)     $0.08 $(0.07)

</TABLE>
Note 4 - Long-Term Debt

     Long term debt at December 31, 1997 consisted of the
following (dollars in thousands):

Senior notes, interest at 10-7/8%
   payable semi-annually on April 15 and
   October 15, due 2005                         $150,000     
Note payable under a revised                 
   reducing revolving credit
   agreement (the
   "Revised Credit Facility")                     30,000
Note payable, secured by slot machines             
   interest at 12% due June 23, 1999               3,013
                                                 183,013
               Less current portion             (31,948)
                                             $   151,065

      In  December,  1997, the Company amended its existing  bank
Credit  Agreement to permit the acquisition of the  Lake  Charles
Holiday Inn and to modify its interest rate and repayment  terms.
The  amendment fixed the interest rate at 2.5% above  the  bank's
prime  rate  commencing October 1, 1997, and  fixed  the  maximum
amount  of borrowing available under the Credit Facility  at  $50
million  from  December  31, 1997, until the  expiration  of  the
Credit Agreement on June 30, 1998.

      The Company is currently discussing the replacement of  the
existing   bank  facility  with  a  number  of  lending  sources,
including  its  current  bank  group.   The  Company  anticipates
finalizing  new definitive financing arrangements  by  March  31,
1998.

Note 5 - Allocated Amounts of Joint Venture

      The  Company  owns a 50% interest in a casino entertainment
facility  in  Maryland  Heights, Missouri (the  "Joint  Venture")
which  opened  on March 11, 1997.  The investment  in  the  Joint
Venture is accounted for using the equity method of accounting.

     Summary condensed financial information for the Joint
Venture is as follows (dollars in thousands):

                         For the Three       For the Nine
                             Months             Months
                       Ended December 31,   Ended December 31,
                                                   
                         1997      1996      1997    1996
Net revenues           $4,496      $-     $13,820    $-
Depreciation and
  amortization          1,498       -       6,718     -
Net loss                4,968       -      17,834     -

Note 6 - Restructuring Charge

      During  the  quarter ended September 30, 1996, the  Company
decided  to  significantly  reduce  its  pursuit  of  development
opportunities  in  new  or  emerging  jurisdictions  and  instead
concentrate on improving its existing operations.  This  resulted
in  the  sale  of  a  non-operating  riverboat  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  necessitated  to  effect  the  Company's
revised   business  plan.   The  one-time  charge  of  $9,007,000
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.

Note 7 - Contingencies

      The Company is involved in certain litigation regarding the
constitutionality  of  gaming facilities (such  as  the  Maryland
Heights  Facility)  located upon artificial  basins  fed  by  the
Missouri River.  At this time, based on discussions with Missouri
legal  counsel,  management believes that any  potential  problem
could be remedied through (i) a public referendum at the November
1998  Missouri  election,  in order  to  cure  any  ambiguity  or
uncertainty  in  the law or (ii) the defenses  available  to  the
Company  if  a  lawsuit or administrative action  based  on  this
ruling  were  to  be  brought or (iii)  remedial  action  to  the
property.   Due to the uncertainties, the Company cannot  provide
any  assurance  that there will not be a material adverse  impact
from the litigation and related developments.

      Each  cruising  riverboat is regulated by  the  U.S.  Coast
Guard.   U.S.  Coast  Guard regulations  require  that  hulls  of
vessels of the type being operated by the Company in Lake Charles
and  Metropolis to 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 such inspection is scheduled to  occur  in
the fall of 1998 for the Lake Charles Star Riverboat, the fall of
2000  for the Players Lake Charles Riverboat and the fall of 2000
for  the  Metropolis Riverboat.  The Company is pursuing,  as  an
alternative  to dry docking, an underwater onsite  inspection  of
the  hull  of  the Lake Charles Star Riverboat, subject  to  U.S.
Coast Guard approval.  An underwater hull inspection would likely
involve a minimal disruption in operations, however, no assurance
can  be  given that dry docking and the related loss  of  service
will not be required.
Item  2.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operation

Comparison of Operating Results for the Three-Month Periods Ended
December 31, 1997 and 1996

       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  racetrack  in  Paducah,
Kentucky.   The  Company's  fiscal  year  ends  on  March   31st.
References to the third quarter of 1998 or 1997, mean  the  three
month  periods  ended December 31, 1997, and December  31,  1996,
respectively.

Results of Operations

Financial Highlights
                                                       %Increase/
Three months ended December 31,    1997       1996     (Decrease)
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                 $  19,118  $  18,976       0.7
   Lake Charles                  36,056     33,341       8.1
   Maryland Heights              17,050          -         -
   Mesquite                           -      5,788         -
                              $  72,224  $  58,105      24.3
                                                            
Total Revenues                                              
   Metropolis                 $  19,846  $  19,847         -
   Lake Charles                  37,761     35,023       7.8
   Maryland Heights              18,086          -         -
   Mesquite                           -      9,546         -
   Other                            273        432    (36.8)
                              $  75,966  $  64,848      17.1
                                                            
Operating Income (Loss)                                     
   Metropolis                 $   4,259  $   5,803    (26.6)
   Lake Charles                   5,184      2,857      81.4
   Maryland Heights (a)           (714)          -         -
   Mesquite                           -    (2,323)         -
   Corporate, development,                                  
pre-opening and other           (3,047)    (7,490)      59.3
                               $  5,682  $ (1,153)     592.8
                                                            
   Depreciation and
      amortization (b)           $5,765     $7,717    (25.3)
   Interest expense               5,633      3,975      41.7
   Net income (loss)                166    (3,105)     105.3
   Earnings (loss) per 
      share assuming dilution     $0.01    $(0.11)     109.1

Operating Margin (operating                                
income/total revenues)
   Metropolis                     21.5%      29.2% (7.7)pts
   Lake Charles                   13.7%       8.2%  5.5 pts
   Maryland Heights              (3.9)%          -        -
   Consolidated                    7.5%     (1.8)%  9.3 pts

(a)  Amount includes the Company's 50% share of both the Maryland
  Heights Joint Venture operating losses and the Maryland Heights
  Joint  Venture  depreciation and amortization.   In  the  third
  quarter of 1998, the total loss from investment in the Maryland
  Heights Joint Venture was approximately $2.5 million.

(b)   Third  quarter  of 1998 amount includes the  Company's  50%
  share  of  the Maryland Heights Joint Venture depreciation  and
  amortization of $749,000.

     The  24.3%  and  17.1%  net increases in  casino  and  total
revenues, respectively, in the third quarter of 1998 as  compared
to the third quarter of 1997, resulted from the opening, on March
11,  1997, of the Company's Maryland Heights Facility and revenue
growth at the Company's Lake Charles Facility.  Revenues from the
new Maryland Heights Facility more than offset the absence of any
revenues from Mesquite after the sale of the facility on June 30,
1997.    In  Lake  Charles,  casino  revenue  and  total  revenue
increased  by 8.1% and 7.8%, respectively, compared to the  third
quarter of the prior year as the market absorbed the increase  in
competitive capacity created by the opening of a fourth riverboat
in July 1996.

     The Company's operating income increased $6.8 million during
the  third  quarter of 1998 as compared to the third  quarter  of
1997.   The  increase was due to significantly better results  at
the  Lake  Charles  Facility for the third  quarter  of  1998  as
compared  to  the  prior  year's  third  quarter,  a  significant
reduction  in  corporate,  development,  pre-opening  and   other
expenses  between the comparable periods, and the absence  of  an
operating loss at Mesquite in the third quarter of 1998.

      Corporate,  development, pre-opening  and  other  expenses,
decreased by 59.3% as a result of the opening of Maryland Heights
on  March 11, 1997, the cessation of development activities,  and
the  restructuring of corporate staff during the second  half  of
fiscal 1997.

     Depreciation and amortization expense decreased 25.3% in the
third  quarter of 1998 as compared to the third quarter  of  1997
due  to  the  absence of a $2.7 million write-off of  unamortized
loan  acquisition  costs relating to the  Company's  bank  credit
agreement  (the  "Credit Agreement") which was taken  during  the
third  quarter of 1997. Depreciation during the third quarter  of
1998  for Maryland Heights and the Maryland Heights Joint Venture
was  partially offset by the absence of Mesquite depreciation  in
the third quarter of 1998 .

Other Factors Affecting Net Income

      Interest  expense increased 41.7% in the third  quarter  of
1998  as  compared to the third quarter of 1997 due to additional
borrowings to complete the Maryland Heights Facility, an increase
in  the  Company's  average borrowing rate, and  a  $1.7  million
decrease in the amount of interest that was capitalized prior  to
the  opening of the Maryland Heights Facility.  The interest rate
increase  resulted  from  amendments  to  the  Company's   Credit
Agreement in December of 1996.
Comparison of Operating Results for the Nine-Month Periods  Ended
December 31, 1997 and 1996

      References to the first nine months of 1998 or  1997,  mean
the  nine month periods ended December 31, 1997 and December  31,
1996, respectively.

Results of Operations

Financial Highlights

                                                     %Increase/
Nine months ended December 31,     1997      1996    (Decrease)
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                 $  58,875 $  58,513        0.6
   Lake Charles                 113,314   122,096      (7.2)
   Maryland Heights              49,763         -          -
   Mesquite                       4,438    17,008        (c)
                               $226,390  $197,617       14.6
                                                            
Total Revenues                                              
   Metropolis                 $  61,266 $  61,033        0.4
   Lake Charles                 118,749   128,398      (7.5)
   Maryland Heights              53,306         -          -
   Mesquite                       8,700    28,356        (c)
   Other                            687     1,079     (36.3)
                               $242,708  $218,866       10.9
                                                            
Operating Income (Loss)                                     
   Metropolis                 $  15,187 $  17,652     (14.0)
   Lake Charles                  19,275    21,342      (9.7)
   Maryland Heights (a)         (4,146)         -          -
   Mesquite                       (128)   (5,423)        (c)
   Corporate, development,                                  
pre-opening and other           (8,361)  (16,831)       50.3
   Restructuring charge               -   (9,007)          -

                              $  21,827 $   7,733      182.3
                                                            
   Depreciation and
amortization (b)              $  18,310   $17,099        7.1
   Interest expense              18,026    11,587       55.6
   Net income (loss)              2,579   (2,186)      218.0
   Earnings (loss) per
   share assuming dilution    $    0.08 $  (0.07)      214.3

Operating Margin (operating                                 
income/total revenues)
   Metropolis                     24.8%      28.9%     (4.1)pts
   Lake Charles                   16.2%      16.6%     (0.4)pts
   Maryland Heights              (7.8)%          -         -
   Consolidated                    9.0%       3.5%      5.5 pts

(a)  Amount includes the Company's 50% share of both the Maryland
  Heights Joint Venture operating losses and the Maryland Heights
  Joint Venture depreciation and amortization.  In the first nine
  months  of 1998, the total loss from investment in the Maryland
  Heights Joint Venture was approximately $8.9 million.

(b)   First nine months of 1998 amount includes the Company's 50%
  share  of  the Maryland Heights Joint Venture depreciation  and
  amortization of $3.4 million.

(c)   The  Mesquite  Facility was sold  on  June  30,  1997,  and
  therefore  does  not appear in the Company's second  and  third
  quarter 1998 financial results of operations.
     
     The  14.6%  and  10.9%  net increases in  casino  and  total
revenues,  respectively, in the first  nine  months  of  1998  as
compared  to  the  first nine months of 1997, resulted  from  the
opening,  on  March 11, 1997, of the Company's  Maryland  Heights
Facility.  Revenues from this new facility more than offset  year
to  year  decreases  in  revenues at the Company's  Lake  Charles
Facility and the absence of any revenues from Mesquite after  the
sale  of  the  facility on June 30, 1997.  In July of  1996,  the
number  of  riverboats in the Lake Charles market increased  from
three  to  four.   As  a  result  of the  additional  competitive
capacity, casino revenues and total revenues at the Lake  Charles
Facility declined by 7.2% and 7.5%, respectively, as compared  to
the first nine months of the prior year.
     
     The  sale of the Mesquite Facility was completed on June 30,
1997.   The  Company operated the facility under a sale-leaseback
agreement  during  the  first quarter of  fiscal  1998,  but  the
majority  of  Mesquite's assets were sold in  March,  1997.   The
remaining assets were classified as held for sale until June  30,
1997, when the sale was finalized.

     The  Company's  operating  income,  excluding  restructuring
charge,  increased 30.4% during the first nine months of 1998  as
compared  to  the first nine months of 1997.  This  increase  was
primarily  attributable to a significant reduction in  corporate,
development,   pre-opening  and  other   expenses   between   the
comparable  periods  and  the absence of  an  operating  loss  at
Mesquite during the second and third quarters of 1998.
     
     Corporate,  development,  pre-opening  and  other  expenses,
decreased by 50.3% as a result of the opening of Maryland Heights
on  March 11, 1997, the cessation of development activities,  and
the  restructuring of corporate staff during the second  half  of
fiscal 1997.

     Depreciation and amortization expense increased 7.1% in  the
first nine months of 1998 as compared to the first nine months of
1997  due  to  the  depreciation from Maryland  Heights  and  the
Maryland Heights Joint Venture which was partially offset by  the
absence of Mesquite depreciation in the first nine months of 1998
and  the absence of a $2.7 million write-off of unamortized  loan
acquisition  costs relating to the amendment and  restatement  of
the Company's Credit Agreement during the third quarter of 1997.
     
     The  restructuring charge reflected in the first nine months
of  1997 followed the Company's decision to significantly  reduce
its  pursuit  of  development opportunities in  new  or  emerging
jurisdictions and instead concentrate on improving  its  existing
operations.   This  resulted  in  the  sale  of  a  non-operating
riverboat  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  necessitated  to
effect  the Company's revised business plan.  The one-time charge
of  $9  million  consists principally of  the  net  loss  on  the
disposal of assets held or used in development activities and the
cost of employee severance arrangements.

Other Factors Affecting Net Income

     Interest expense increased 55.6% in the first nine months of
1998  as  compared  to  the first nine  months  of  1997  due  to
additional borrowings to complete the Maryland Heights  Facility,
an  increase in the Company's average borrowing rate, and a  $4.4
million  decrease in the amount of interest that was  capitalized
prior  to  the  opening  of the Maryland Heights  Facility.   The
interest  rate increase resulted from amendments to the Company's
Credit Agreement in December of 1996.

Contingencies

      The Company is involved in certain litigation regarding the
constitutionality  of  gaming facilities (such  as  the  Maryland
Heights  Facility)  located upon artificial  basins  fed  by  the
Missouri  River.  See Part II, Item 1; W. Todd Akin,  et  al.  v.
Missouri Gaming Commission.

      Each  cruising  riverboat is regulated by  the  U.S.  Coast
Guard.   U.S.  Coast  Guard regulations  require  that  hulls  of
vessels of the type being operated by the Company in Lake Charles
and  Metropolis to 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 such inspection is scheduled to  occur  in
the fall of 1998 for the Lake Charles Star Riverboat, the fall of
2000  for the Players Lake Charles Riverboat and the fall of 2000
for  the  Metropolis Riverboat.  The Company is pursuing,  as  an
alternative  to dry docking, an underwater onsite  inspection  of
the  hull  of  the Lake Charles Star Riverboat, subject  to  U.S.
Coast Guard approval.  An underwater hull inspection would likely
involve a minimal disruption in operations, however, no assurance
can  be  given that dry docking and the related loss  of  service
will not be required.

Capital Resources and Liquidity

     During  the  nine  months  ended  December  31,  1997,  cash
generated by operations, cash from the sale of Mesquite  and  the
associated  tax  refund,  net  bank  borrowings,  and   equipment
financing  were the sources of funds for investments in  Maryland
Heights  and the construction of the new dining and entertainment
complex  in  Metropolis.  In July of 1997, the  Company  received
approximately $7 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.

      Construction of the Maryland Heights Facility  at  a  total
cost of $141 million was completed in the first quarter of fiscal
1998.    Construction   of   the  new   Metropolis   dining   and
entertainment complex at a total cost of $9 million was completed
in  December  of  1997 and operations commenced on  December  15,
1997.   Total  construction expenditures for the  new  Metropolis
dining and entertainment complex were approximately $6 million in
fiscal 1998 and $3 million in fiscal 1997.

     During  the  second quarter of 1998, the  Company  signed  a
contract  for the purchase of the Lake Charles Holiday Inn  which
adjoins  the  Lake Charles Facility.  The transaction  closed  on
January  9,  1998, and was funded with $20 million of  borrowings
under the Credit Facility.

      In  December,  1997, the Company amended its existing  bank
Credit  Agreement to permit the acquisition of the  Lake  Charles
Holiday Inn and to modify its interest rate and repayment  terms.
The  amendment fixed the interest rate at 2.5% above  the  bank's
prime  rate  commencing October 1, 1997, and  fixed  the  maximum
amount  of borrowing available under the Credit Facility  at  $50
million  from  December  31, 1997, until the  expiration  of  the
Credit Agreement on June 30, 1998.

      The Company is currently discussing the replacement of  the
existing   bank  facility  with  a  number  of  lending  sources,
including  its  current  bank  group.   The  Company  anticipates
finalizing  new definitive financing arrangements  by  March  31,
1998.

     The Company believes that expected cash flow from operations
will  be  sufficient  to meet debt service  and  working  capital
requirements   upon  finalizing  the  new  definitive   financing
arrangements.
Forward Looking Information

      Certain  information included in this Quarterly  Report  on
Form  10-Q contains, and other materials filed or to be filed  by
the  Company with the Securities and Exchange Commission (as well
as  information  included  in oral statements  or  other  written
statements  made  or to be made by the Company) contain  or  will
contain or include, forward-looking statements within the meaning
of  Section  21E of the Securities and Exchange Act of  1934,  as
amended,  and  Section  27A of the Securities  Act  of  1933,  as
amended.   Such forward-looking statements address,  among  other
things, the effects of competition, the resolution of pending  or
threatened  litigation or regulatory proceedings  concerning  the
Company's alleged non-compliance with Missouri's gaming laws  and
Constitution, plans for future riverboat hull inspections,  plans
for  future  property enhancements, capital expenditure  programs
and requirements, financing and liquidity sources and the effects
of  regulation (including gaming licensure and regulation,  state
and  local  regulation,  tax regulation, and  the  potential  for
regulatory  reform).   All statements other  than  statements  of
historical  facts  included  in this  filing,  including  without
limitation,  such statements under Part I, Item 2  and  Part  II,
Item  1  and  located  elsewhere  herein  regarding  pending   or
threatened  litigation  or  legal proceedings  or  the  Company's
operations, financial position and business strategy,  constitute
forward-looking   statements.    In   addition,   forward-looking
statements  generally can 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.   These  uncertainties and risks include,  but  are  not
limited  to,  those  relating  to  conducting  operations  in  an
increasingly competitive environment, conducting operations at  a
newly  or recently developed site or in a jurisdiction for  which
gaming  has recently been permitted, changes in 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 U.S. Coast Guard's acceptance of underwater  hull
inspections  as  an  acceptable alternative to  dry  docking  and
inspection,  changes in federal and state tax laws, action  taken
under   applications  for  licenses  (including   renewals)   and
approvals under applicable laws and regulations (including gaming
laws  and regulations), and the legalization of gaming in certain
jurisdictions.  As a consequence, 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.

PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

Poulos, Ahern and Schreier Litigation

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

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

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

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

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

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

      The  matter  of  W.  Todd Akin et al.  v.  Missouri  Gaming
Commission was filed in the Circuit Court of Cole County  in  the
fall of 1996.  While none of the Missouri licensees or applicants
were  named  in the suit, Players MH, L.P., a subsidiary  of  the
Company  and  Harrah's  Maryland Heights  Corporation,  both  50%
partners  in  the  Riverside  Joint  Venture,  and  the  Missouri
Riverboat Gaming Association, together with the City of  Maryland
Heights,   intervened  in  order  to  protect  their   respective
interests.   The  suit  sought a judicial  declaration  that  the
Missouri  Riverboat  Gaming  Act is unconstitutional  because  it
permits  facilities  (such  as the Company/Harrah's  facility  in
Maryland Heights) to be located upon artificial basins fed by the
Missouri  River.   The statute was found constitutional  and  the
suit  was  dismissed in its entirety on the merits by  the  trial
court in December, 1996.  That dismissal was appealed directly to
the  Missouri  Supreme Court by the Plaintiffs in January,  1997.
On  November  25,  1997, the Missouri Supreme  Court  ruled  that
gaming may occur only in artificial spaces that are contiguous to
the  surface stream of the Missouri and Mississippi Rivers.   The
case  was remanded to the trial court for a factual determination
as  to whether those casino operators meet this requirement.  The
plaintiffs  dismissed their case against the Company  after  this
ruling  but prior to a determination by the trial court  on  this
issue.

      In  January, 1998, the Company was advised by the  Attorney
General's  office in Missouri and the Missouri Gaming  Commission
that it is considering taking disciplinary action with respect to
the  issues raised by the Missouri Supreme Court's Akin decision.
Such  action could include the filing of a disciplinary complaint
against  the Maryland Heights Facility and its operators, seeking
to  resolve  the  issues raised by the Missouri  Supreme  Court's
decision  or  undertaking some other form of action  against  the
Company.   In  response to this, the Company (and  certain  other
casino  companies)  sought and obtained  a  preliminary  writ  of
prohibition restraining order preventing the Attorney General and
the  Missouri  Gaming Commission from taking  such  action.   The
Attorney  General  is presently seeking to have this  restraining
order  lifted.   If the restraining order is lifted,  the  action
will  either go before the Missouri Gaming Commission or a  court
of  competent  jurisdiction to determine whether Missouri  gaming
operators  which  operate  in artificial  basins,  including  the
Company,  are  in  violation of Missouri law.  Not  all  Missouri
gaming  licensees  would be adversely affected  by  any  decision
against the Company or similarly situated Missouri operators.

      Because of management's belief that the Company is entitled
to  clarification of the uncertainty caused by the Akin  decision
and  the  Missouri  Gaming Commission's  and  Attorney  General's
interpretation of it, the Company and Harrah's filed suit  for  a
declaratory judgment in Circuit Court on January 22, 1998.   Such
suit  seeks a declaration that: (i) the Maryland Heights Facility
meets  all requirements of law as to location; (ii) the Company's
reasonable  reliance  upon  the prior approval  of  the  Missouri
Gaming Commission of its location prohibits adverse action by the
Commission or Attorney General against the Company on  the  basis
of  the subsequent Akin decision; (iii) the Company, if found not
in  compliance to any extent, must be permitted a period of  time
within which to remedy any deficiency in its facilities to  bring
them  into  compliance; and (iv) the Company is  entitled  to  be
justly  compensated for any financial loss resulting from adverse
actions of the Missouri Gaming Commission or the Attorney General
in enforcing their interpretation of the Akin decision.

      Because of the questions raised, but not answered,  in  the
Missouri  Supreme Court's Akin decision, and because the Maryland
Heights  Facility is not subject to any complaint or  claim  with
respect  to this matter at this time, the Company cannot  predict
what effect the Missouri Supreme Court's ruling, or any action of
the  Attorney General or Missouri Gaming Commission will have  on
the  operations  at  Maryland Heights.  At this  time,  based  on
discussions with Missouri legal counsel, management believes that
any  potential  problem could be remedied through  (i)  a  public
referendum  at the November 1998 Missouri election, in  order  to
cure any ambiguity or uncertainty in the law or (ii) the defenses
available  to  the Company if a lawsuit or administrative  action
based  on this ruling were to be brought or (iii) remedial action
to the property.

      If  remedial  action to the Maryland Heights  Facility  was
required,   management  would  evaluate  whether  the   cost   of
remediation  would be justified in light of the projected  future
results  of  the  Company's Maryland Heights  operations.    Such
costs  of  remediation, if undertaken, could be material  to  the
Company's   overall  financial  condition.   However,  management
cannot  presently provide any assurance as to whether the Company
would  be  permitted to modify the Maryland Heights  Facility  to
comply  with any such remediation order or whether the  Company's
legal  defenses, legislative or electoral avenues or other  means
available  would  be successful to permit continued  use  of  the
facility  without interruption.  Further, it is unclear,  in  the
event  of  a  determination of non-compliance,  what  penalty  or
monetary  obligation  or sanction, if any, including  a  possible
temporary or permanent closure, could be imposed on the  Maryland
Heights  Facility.  If the Company could not, or  chose  not  to,
remediate the property and it was closed, the Company could incur
a  substantial write-down in asset values related to the property
in  addition  to the possibility of incurring substantial  losses
related  to  any potential shut-down or suspension of operations.
Such  negative  impacts may be offset, in part,  by  certain  tax
benefits.   Therefore, the Company cannot provide  any  assurance
that  there will not be a material adverse impact from  the  Akin
decision and related developments.
Item 6.        Exhibits and Reports on Form 8-K


Exhibits Filed with this Form 10-Q

     Exhibit No.    Exhibit Description

4.1       4th  Supplemental Indenture regarding the 10  7/8%
          Senior Notes due 2005
4.2       5th  Supplemental Indenture regarding the 10  7/8%
          Senior Notes due 2005
4.3       6th  Supplemental Indenture regarding the 10  7/8%
          Senior Notes due 2005
10.1      Letter  Agreement with Wells Fargo Bank  regarding
          terms of Reducing Revolving Credit Agreement
27.0      Financial Data Schedule

Reports on Form 8-K Filed During Quarter

     None
                            SIGNATURE

      Pursuant to the requirements of the Securities and Exchange
Act  of  1934, the registrant has duly caused this report  to  be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.

                              PLAYERS INTERNATIONAL, INC.

Date:     February 13, 1998        By:       /s/ Peter J. Aranow
                                   Peter J. Aranow, Executive  Vice
                                   President, Chief Financial Officer