PH06/159164.9
Exhibit 10.7
                                
                       RESTATED AMENDMENT
                                

      THIS  RESTATED AMENDMENT, dated as of January 29, 1999,  is
between Players International, Inc. (together with its successors
or assigns, the "Company") and Peter J. Aranow ("Executive").

                       W I T N E S S E T H:

      WHEREAS,  the  Company  and Executive  are  parties  to  an
Employment  Agreement dated as of August 1, 1996  as  amended  by
Amendment dated January 6, 1999 (the "Employment Agreement"), and
the  Company  and Executive now wish to restate the Amendment  to
the Employment Agreement.

      NOW, THEREFORE, in consideration of the premises and mutual
covenants  contained  herein  and for  other  good  and  valuable
consideration,  the Company and Executive agree  to  restate  the
January  6,  1999 Amendment in its entirety so that  the  changes
agreed to therein are revised to read as follows:

     1.    Section 1(h) is amended by deleting subsections (i)(A)
     and (i)(B) in their entirety.

     2.    Paragraph 1(l) is amended in its entirety to  read  as
     follows:

                      (l)     "Term of Employment" shall mean the
          period of employment specified in Paragraph 2.

     3.   Paragraph 2 is amended by revising subparagraph (b) and
     adding a new subparagraph (c) to read as follows:

               (b)   The  Term  of Employment shall  commence  on
          October 1, 1996 and shall, unless sooner terminated  as
          provided  in  Paragraph  9 or unless  extended  by  the
          Company  and  Executive  by mutual  written  agreement,
          terminate  on the close of business on March  23,  1999
          (March  23,  1999 or any date to which the Company  and
          Executive  have extended this Agreement is referred  to
          as the "Expiration Date").

                (c)   Between  March 23, 1999 and  September  30,
          1999,  if  the  Company commences or  continues  active
          negotiations with any party with respect to a potential
          Change    in   Control   that   has   received   active
          consideration  by the Board prior to  March  23,  1999,
          Executive and the Company will mutually agree as to the
          time,  if  any,  that  Executive will  devote  to  such
          negotiations  and the compensation that Executive  will
          receive for his services.

     4.        Section 3(a) is amended to read as follows:
          
                (a)  After December 31, 1998, during the Term  of
          Employment,  Executive shall no longer be  employed  as
          the  Chief  Financial  Officer or Treasurer  but  shall
          continue  to be employed as an Executive Vice President
          of the Company, with such duties as the Company's Chief
          Executive  Officer may assign.  Executive shall  report
          directly  to  and  be  subject to  supervision  by  the
          Company's Chief Executive Officer.

     5.         Paragraph 9(c) is amended in its entirety to read as
       follows:
          
                 (c)   Termination  Without  Cause;  Constructive
          Termination Without Cause; Expiration of the Agreement.
          In  the  event Executive's employment is terminated  by
          the  Company without Cause (which shall not  include  a
          termination pursuant to Paragraph 9(a) or 9(d))  or  in
          the  event of a Constructive Termination Without Cause,
          or  in the event this Agreement expires by its terms on
          the  Expiration  Date  set forth  in  Paragraph  2  and
          Executive  thereupon terminates employment,  Executive,
          upon  executing  and  not revoking  a  release  of  the
          Company as to all matters arising in the course of  his
          employment by the Company and the termination  thereof,
          in  the  form  attached as Exhibit C to the  Employment
          Agreement, shall be entitled to receive:

                    (i)   unpaid  Base  Compensation  earned   or
               accrued through his date of termination and:
               
                          (A) in the case of expiration of
               this Agreement by its terms on the Expiration Date
               set  forth  in  Paragraph 2, an  amount  equal  to
               Executive's  Base  Compensation payments,  at  the
               rate   in   effect  at  the  time  of  Executive's
               termination, for a period of six months  following
               termination of his employment, which amount  shall
               be   paid   in  a  lump  sum  cash  payment   upon
               termination of employment and shall not be reduced
               by a present value calculation; or

                          (B)  in  all other cases to which  this
               Paragraph  9(c)  is  applicable,  continued   Base
               Compensation  payments, at the rate in  effect  at
               the  time of his termination, for a period  of  12
               months following termination of his employment  or
               through   the  end  of  the  Term  of  Employment,
               whichever   is  longer,  payable,  at  Executive's
               option,  either  (1) over such 12  months  or  the
               remaining Term of Employment, as the case may  be,
               or  (2)  in  a lump-sum payment promptly following
               termination of Executive's employment equal to the
               then present value using a discount rate per annum
               determined by reference to the discount rate  then
               published   by   the   Pension  Benefit   Guaranty
               Corporation for determining the value of immediate
               annuities  (the "Present Value") of the  remaining
               Base Compensation due Executive through the end of
               such   12   months  or  the  remaining   Term   of
               Employment;

                    (ii)  except in the case of a termination  of
          employment by reason of expiration of this Agreement on
          the Expiration Date set forth in Paragraph 2, continued
          performance bonuses for a period of 12 months following
          termination of his employment or through the end of the
          Term  of  Employment, whichever is longer,  in  amounts
          determined  under the then applicable  program  of  the
          Company to the extent then applicable to Executive, or,
          to   the   extent  such  amounts  are  not   reasonably
          determinable,  in amounts based on performance  bonuses
          paid to Executive for the last complete fiscal year  of
          the  Company ended prior to the completion of such  12-
          month period;

                (iii)   any  performance  or  special   incentive
          bonus   earned   but  not  yet  paid;  if   Executive's
          employment terminates by reason of expiration  of  this
          Agreement on the Expiration Date set forth in Paragraph
          2,  Executive shall receive pursuant to this  Paragraph
          (iii)  a  lump  sum  cash payment upon  termination  of
          employment  equal to a pro rata portion (based  on  the
          portion of the fiscal year completed as of the date  of
          Executive's  termination of employment) of  the  target
          annual  performance bonus in effect for  Executive  for
          the  fiscal  year in which Executive's  termination  of
          employment occurs; provided that if Executive  receives
          payment  of  all  or  a portion of  his  target  annual
          performance bonus for the fiscal year ended  March  31,
          1999  before  his termination date, any  payment  under
          this   subsection   (iii)  upon  his   termination   of
          employment during such fiscal year shall be reduced  by
          the amount of such payment;

                (iv) reimbursement for expenses incurred but  not
          yet reimbursed by the Company pursuant to Paragraph 8;

                (v)   the immediate vesting of all stock  options
          previously  granted  to Executive, notwithstanding  the
          terms  of  any  such  grant to the contrary,  with  the
          ability  to  exercise any such options  for  12  months
          following  the date of termination or, if  there  is  a
          Pre-October 1999 Agreement, as hereinafter defined, for
          such  longer  period  as is provided  in  Section  9(d)
          hereof, but in no event after the fifth anniversary  of
          the  date of grant or, in the case of the November  19,
          1997  option  grant  (the  "1997  Option"),  the  tenth
          anniversary  of  the date of grant; provided,  however,
          that the foregoing shall not apply to the Non-Qualified
          Stock  Option and Stock Appreciation Right  granted  to
          Executive  on September 19, 1996 (the "1996 Option  and
          SAR"); the 1996 Option and SAR shall remain outstanding
          through  July  31, 1999 or, if later,  for  six  months
          after  Executive's termination of employment  (but  not
          after   September  18,  2001),  and  if  there   is   a
          Pre-October 1999 Agreement and a Change in  Control  is
          thereafter consummated, the 1996 Option and  SAR  shall
          remain outstanding (but not beyond September 18,  2001)
          pending the occurrence of a Change in Control, and  the
          provisions of Paragraph 9(d) shall apply;

                (vi) any other compensation and benefits to which
          he may be entitled under applicable plans, programs and
          agreements of the Company and the continuation  of  all
          Employee  Benefit Programs provided under  Paragraph  7
          during  the  period for which Executive  would  receive
          payments  under clause (i) above if such payments  were
          not  paid in a lump sum; provided, however, that in the
          event  the Company is precluded from providing coverage
          under  any such program by applicable law or regulation
          it may choose to provide Executive with a payment equal
          to  the  cost  of such coverage without regard  to  tax
          effect.

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

          If Executive's employment terminates by reason of
     expiration of this Agreement pursuant to Paragraph 9(c) and
     the Company has theretofore entered, or thereafter enters,
     into an agreement on or before September 30, 1999 to effect
     a Change in Control transaction which received active
     consideration by the Board before March 23, 1999  (a
     "Pre-October 1999 Agreement"), the consummation of the
     Change in Control shall be considered a "Termination Upon a
     Change in Control" for purposes of this Agreement, and
     Executive shall be entitled to receive the payments and
     benefits described in this Paragraph 9(d) upon the Change in
     Control.  The payments and benefits described in this
     Paragraph 9(d) shall be provided promptly following the
     consummation of the Change in Control and, unless otherwise
     agreed by the parties in writing, shall be determined by
     reference to the benefit that would have been paid assuming
     a Termination Upon a Change in Control had occurred on March
     23, 1999.  Any amounts previously paid to Executive upon his
     termination of employment under Paragraph 9(c) shall be
     credited against the payments to be made under this
     Paragraph 9(d).  For purposes of subparagraph (v) above, all
     of Executive's outstanding stock options which have not
     theretofore become vested (including the 1996 Option and
     SAR) shall, notwithstanding any provision of the option
     agreements to the contrary, continue in effect and become
     fully vested upon the Change in Control, and Executive shall
     have the ability to exercise his outstanding stock options
     until the date that is 12 months following the Change in
     Control, but in no event shall the options remain in effect
     after the fifth anniversary of the date of grant or, in the
     case of the 1997 Option, the tenth anniversary of the date
     of grant.

7.       In all respects not amended, the Employment Agreement is
  hereby ratified and confirmed.

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

                              PLAYERS INTERNATIONAL,INC.


                              __________________________________
                              Howard A. Goldberg
                              Chief Executive Officer


                              ___________________________________
                              Peter J. Aranow