3
                                
                                
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549
                          _____________
                                
                            FORM 10-Q
                                
                                
(Mark One)

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


          For the quarterly period ended December 31, 1998

                               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.)

   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:
                                
      As of February 4, 1999, there were 32,024,737 shares of the
Registrant's   $0.005   per  share  par   value    Common   Stock
outstanding, net of treasury stock.


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

Item 1.   Financial Statements

     Condensed Consolidated Balance Sheets as of December 31,
     1998 and March 31, 1998                                        3

     Condensed  Consolidated Statements  of  Operations  for  the
     Three and Nine Months Ended December 31, 1998 and 1997         5

     Condensed Consolidated Statements of Cash Flows for the Nine
     Months Ended December 31, 1998 and 1997                        6

     Notes to Condensed Consolidated Financial Statements           7

Item 2.   Management's Discussion and Analysis of Financial
     Condition and Results of Operations                            9

Item 3.Quantitative and Qualitative Disclosures About Market Risk  13


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                          14

Item 4. Submission of Matters to a Vote of Security Holders        16

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

        Signature                                                  17

                                2



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.



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

                             ASSETS

                                           December     March
                                              31,        31,
                                             1998       1998
                                           --------   --------
                                         (Unaudited)
CURRENT ASSETS:                                      
    Cash and cash equivalents               $21,546    $17,223
    Accounts receivable, net of allowance                  
     for doubtful accounts of $730 at
     December 31, 1998 and $786 at                     
     at March 31, 1998                        2,266      3,559
    Notes receivable                          1,500          -
    Inventories                               1,252      1,476
    Deferred income tax                       2,010      2,010
    Income taxes refundable                       -      6,580
    Prepaid expenses and other current                     
     assets                                   2,411      2,285
                                            -------    -------  
                                                           
       Total current assets                  30,985     33,133
                                            -------    -------
                                                           
PROPERTY AND EQUIPMENT, net of                             
    accumulated depreciation and
    amortization of $57,788 at
    December 31, 1998 and $44,405
    at March 31, 1998                       230,502    237,478
                                            -------    -------
                                                           
NOTES RECEIVABLE                                  -      1,500
                                            -------    ------- 
                                                           
INTANGIBLES, net of accumulated                            
amortization of $4,294 at December 31,
1998 and $3,572 at March 31, 1998            34,585     35,302
                                            -------    -------
                                                           
INVESTMENT IN JOINT VENTURE                  92,960     96,587
                                            -------    -------  
                                                           
OTHER ASSETS                                  5,164      5,587
                                            -------    -------
                                                           
TOTAL ASSETS                               $394,196   $409,587
                                           ========   ========   

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

                                3

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

              LIABILITIES AND STOCKHOLDERS' EQUITY


                                           December      March
                                             31,          31,
                                            1998         1998
                                           --------    --------
                                         (Unaudited)
CURRENT LIABILITIES:                                 
    Current portion of long-term debt      $  1,065   $  2,008
    Accounts payable                          2,811      4,590
    Accrued liabilities                      25,924     28,832
    Other liabilities                         2,634      3,775
                                            -------    -------
                                                           
      Total current liabilities              32,434     39,205
                                            -------    -------    
                                                          
OTHER LONG-TERM LIABILITIES                  28,653     28,997
                                            -------    -------
                                                           
DEFERRED TAX LIABILITIES - LONG TERM          2,930      2,930
                                            -------    -------    
                                                           
LONG-TERM DEBT, net of current portion      165,000    180,541
                                            -------    -------
                                                           
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- 32,695,873 at December 31,                   
  1998 and 32,613,498 at March 31, 1998         163        163
   Additional paid-in capital               132,595    132,338
   Treasury stock, at cost; 672,100                        
shares at December 31, 1998 and             
      March 31, 1998                         (7,294)    (7,294)
   Retained earnings                         39,715     32,707
                                            -------    -------    
                                                           
      Total stockholders' equity            165,179    157,914
                                            -------    -------
                                                           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $394,196   $409,587
                                           ========   ========

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


                                4


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

                        For the Three Months    For the Nine Months
                         Ended December 31,      Ended December 31,
                            1998     1997           1998     1997
                        --------------------    -------------------
REVENUES:                                                  
 Casino                    $ 78,045 $ 72,224     $237,756 $226,390
 Food and beverage            2,297    2,342        7,393    9,301
 Hotel                          591      159        2,539    2,182
 Other                          839    1,241        2,902    4,835
                           -------- --------     -------- --------    
                             81,772   75,966      250,590  242,708
                           -------- --------     -------- --------
                                                        
COSTS AND EXPENSES:                                        
 Casino                      34,879   34,241      108,165  106,207
 Food and beverage            2,022    2,085        6,342    8,391
 Hotel                          216       80        1,058      841
 Other operating expenses    10,701    9,791       31,327   31,793
 Selling, general and  
  administrative             15,584   14,619       44,529   44,798
 Corporate administrative   
  expenses                    3,642    2,095        8,459    5,389
 Allocated amounts of   
  joint venture               2,527    2,357        7,966    8,511
 Depreciation and                                 
  amortization                5,015    5,016       14,943   14,951
                            -------  -------      -------  -------    
                             74,586   70,284      222,789  220,881
                            -------  -------      -------  -------
                                                           
 Income before other income
  (expense) and provision
  for income taxes            7,186    5,682       27,801   21,827
                            -------  -------      -------  -------  
                                                           
OTHER INCOME (EXPENSE):                                    
 Interest income                 70      177          350      414
 Other income, net               16       18         (232)       -
 Interest expense            (5,319)  (5,633)     (16,430) (18,026)
                            --------  -------     -------- --------   
                             (5,233)  (5,438)     (16,312) (17,612)
                            -------  -------     -------- --------  

 Income before provision
  for income taxes            1,953      244       11,489    4,215
                                                           
PROVISION FOR INCOME TAXES      761       78        4,481    1,636
                             ------- -------      -------  ------- 
                                                           
NET INCOME                   $1,192     $166       $7,008   $2,579
                            =======  =======      =======  =======
                                                           
EARNINGS PER COMMON SHARE:
       Basic                   $0.04   $0.01        $0.22    $0.08
       Diluted                 $0.04   $0.01        $0.22    $0.08

The accompanying notes are an integral part of thesre condensed
consolidated financial statements.

                                5

                                                                          
           PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)
                           (Unaudited)
                                               For the Nine Months
                                                Ended December 31,
                                               --------------------

                                                   1998     1997
                                                   ----     ----
                                                         
                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:                       
    Net income                                  $ 7,008   $ 2,579
    Adjustments to reconcile net income to                  
     net cash provided by operating activities:                              
       Depreciation and amortization             14,943    14,951
       Joint venture depreciation and          
        amortization                              3,627     3,359
       Loss on disposition of property and       
        equipment                                   272       111
       Other                                        231       326
    Changes in assets and liabilities:                      
        Accounts and notes receivable             1,067       304
        Inventories, prepaid expenses and         
         other current assets                        98     2,188
        Income taxes refundable                   7,640    28,965
        Other assets                                (46)      201
        Accounts payable and accrued         
         liabilities                             (6,889)  (15,460)
        Other liabilities                          (344)      672
                                               --------  --------
                                                            
    Net cash provided by operating activities    27,607    38,196
                                                --------  -------- 
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                       
    Net purchases of property and equipment      (6,917)  (18,191)
    Proceeds from disposal of property and       
     equipment                                       52     7,294
    Investment in joint venture                       -    (6,390)
                                                --------  --------
                                                            
    Net cash used in investing activities        (6,865)  (17,287)
                                                --------  -------- 
                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                       
    Proceeds from issuance of long-term      
     debt                                        20,000    27,000
    Repayments of long-term debt                (36,484)  (43,891)
    Debt issuance cost                             (192)     (331)
    Other                                           257        20
                                                --------  --------
                                                            
    Net cash used in financing activities       (16,419)  (17,202)
                                                --------  --------
                                                            
NET INCREASE IN CASH AND CASH EQUIVALENTS         4,323     3,707
                                                            
CASH AND CASH EQUIVALENTS AT BEGINNING OF                   
PERIOD                                           17,223    20,567
                                               --------  --------
                                                            
CASH AND CASH EQUIVALENTS AT END OF PERIOD     $ 21,546  $ 24,274
                                               ========  ========
                                                            
SUPPLEMENTAL CASH FLOW DISCLOSURE:                          
    Interest paid                              $ 20,079  $ 22,210
    Income taxes paid                             1,689         9
    Debt incurred to purchase equipment               -     3,905
    Note receivable on sale of Mesquite property      -     1,500

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

                                6


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,
1998.   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 nine months  ended
December  31,  1998,  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.

           Effective April 1, 1998, the Company adopted SFAS  No.
130,  "Reporting Comprehensive Income."  The objective  of   SFAS
130  is to report a measure of all changes in equity of a company
that  result from transactions and other economic events  of  the
period  other than transactions with stockholders.  Comprehensive
income  is  the total of net income and all other non-stockholder
changes  in  equity ("Other Comprehensive Income").  The  Company
had  no  Other Comprehensive Income for the three month and  nine
month periods ended December 31, 1998 and 1997.


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 $5,906,000 and $5,925,000
and  $17,959,000  and $18,374,000 for the three and  nine  months
ended December 31, 1998 and 1997, respectively.

           The  estimated  cost  of  providing  such  promotional
allowances  to  casino  patrons  has  been  allocated  to  casino
operating expenses as follows:

                               For the Three Months   For the Nine Months
                                Ended December 31,     Ended December 31,
                               --------------------   --------------------
                             (dollars in thousands)  (dollars in thousands)
                                  1998      1997         1998      1997
                                 ------    ------       ------    ------

         Food and beverage       $ 4,014    4,138       12,607     13,140
         Hotel and other             398      325        1,182      1,140
                                 -------   ------       ------     ------
                                 $ 4,412  $ 4,463      $13,789    $14,280
                                 =======  =======      =======    =======

                                 7


Note 3 - Allocated Amounts of Joint Venture
-------------------------------------------

     The  Company  owns a 50% interest in a casino  entertainment
facility  in  Maryland Heights, Missouri (the  "Joint  Venture").
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:
     
                              For the Three Months   For the Nine Months
                               Ended December 31,     Ended December 31,
                              --------------------   -------------------
                             (dollars in thousands) (dollars in thousands)
                                                                 
                                   1998     1997          1998      1997
                                  ------   ------        ------    ------
                                          
         Net revenues            $ 5,396  $ 4,516       $15,527   $13,895
         Depreciation and                              
          amortization             2,393    1,506         7,245     6,720
         Net loss                  5,055    4,715        15,932    17,022


Note 4 - Earnings Per Share
---------------------------

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

                           For the Three Months    For the Nine Months
                            Ended December 31,      Ended December 31,
                           --------------------    -------------------
                            1998         1997         1998       1997
                           ------       ------       ------     ------
                                                 
   Numerator:                                                 
      Net income        $ 1,192,000  $   166,000  $  7,008,000  $ 2,579,000
                                                              
   Denominator:                                               
     Denominator for basic                                    
     earnings per share-
     weighted-average
     shares              31,948,735   31,913,748    31,944,029   31,899,266
                                                              
     Effect of dilutive                                       
      securities-stock
      options               165,048       22,497       150,395       21,082
                        -----------  -----------   -----------  -----------
                                                              
   Denominator for diluted                                    
   earnings per share-
   adjusted weighted- 
   average shares        32,113,783   31,936,245    32,094,424   31,920,348
                        ===========  ===========   ===========  ===========
                                                             
   Basic earnings per
    share               $      0.04  $      0.01   $      0.22  $      0.08
                        ===========  ===========   ===========  ===========
                                                              
   Diluted earnings per
    share               $      0.04  $      0.01   $      0.22  $      0.08
                        ===========  ===========   ===========  ===========


                                8


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

Comparison of Operating Results for the Three-Month Periods Ended
December 31, 1998 and 1997

       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 thoroughbred racetrack  in
Paducah, Kentucky.  The Company's fiscal year ends on March 31st.
References to the third quarter of 1999 or 1998, mean the  three-
month  periods  ended December 31, 1998, and December  31,  1997,
respectively.

Results of Operations

Financial Highlights
                                                          %Increase/
Three months ended December 31,   1998        1997        (Decrease)
---------------------------------------------------------------------
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                 $  19,069   $  19,118           (0.3)
   Lake Charles                  34,929      36,056           (3.1)
   Maryland Heights              24,047      17,050           41.0
   ----------------------------------------------------------------
                              $  78,045   $  72,224            8.1
   ----------------------------------------------------------------
                                                            
Total Revenues                                              
   Metropolis                 $  19,794   $  19,846           (0.3)
   Lake Charles                  36,750      37,761           (2.7)
   Maryland Heights              25,025      18,086           38.4
   Other                            203         273          (25.6)
   ----------------------------------------------------------------
                              $  81,772   $  75,966            7.6
   ----------------------------------------------------------------
                                                            
Operating Income (Loss)                                     
   Metropolis                 $   4,144   $   4,259           (2.7)
   Lake Charles                   5,692       5,184            9.8
   Maryland Heights (a)           1,829        (714)         356.2
   Corporate, development,                     
    and other                    (4,479)     (3,047)         (47.0)
   ----------------------------------------------------------------
                              $   7,186   $   5,682           26.5
   ----------------------------------------------------------------
                                                            
   Depreciation and          
    amortization (b)          $   5,015   $   5,016              -
   ----------------------------------------------------------------
   Interest expense               5,319       5,633           (5.6)
   ----------------------------------------------------------------
   Net income                     1,192         166          618.1
   ----------------------------------------------------------------
   Earnings per share
    assuming dilution         $    0.04   $    0.01          300.0
   ----------------------------------------------------------------

Operating Margin (operating income/total revenues)
   Metropolis                      20.9%       21.5%       (0.6)pts
   Lake Charles                    15.5%       13.7%        1.8pts
   Maryland Heights                 7.3%       (3.9)%      11.2pts
   Consolidated                     8.8%        7.5%        1.3pts

(a)  Amount includes the Company's 50% share of both the Maryland
  Heights Joint Venture operating losses and Maryland Heights Joint
  Venture depreciation and amortization.  In the third quarter of
  1999,  Player's share of the total loss from investment in  the
  Maryland  Heights Joint Venture was approximately $2.5 million,
  which  consisted of $1.3 million in operating losses  and  $1.2
  million in depreciation and amortization.  In the third quarter
  of 1998, Player's share of the total loss from investment in the
  Maryland  Heights Joint Venture was approximately $2.4 million,
  which consisted of $1.6 million in operating losses and $750,000
  in depreciation and amortization.

                                9



(b)   The third quarters of 1999 and 1998 do not include Player's
  share  of  the Maryland Heights Joint Venture depreciation  and
  amortization  of  approximately  $1.2  million  and   $750,000,
  respectively.
                                
     The  8.1%  and  7.6%  net  increases  in  casino  and  total
revenues, respectively, in the third quarter of 1999 as  compared
to  the  third quarter of 1998, resulted from significant revenue
growth  in the comparable period at the Maryland Heights Facility
which opened on March 11, 1997.  U.S. Interstate 10 ("I-10") road
construction,  which  began in August 1998, continued  to  affect
Lake Charles revenues in the third quarter of 1999.

      The  Company's operating income increased 26.5% during  the
third  quarter of 1999 as compared to the third quarter of  1998.
Substantial   revenue   growth  coupled  with   continuing   cost
reductions  were  the primary reasons for the  Maryland  Height's
operating income growth.  Despite increased city gaming taxes  in
the current fiscal year, Lake Charles operating margins increased
during  the  comparable periods as a result of expense  reduction
efforts.

      Corporate, development, and other expenses increased  47.0%
during the third quarter of 1999 as compared to the third quarter
of  1998  due  to  legal and consulting costs  incurred  for  the
Missouri  "boat-in-a-moat"  referendum  and  certain  shareholder
value projects.

Interest Expense

     Interest expense decreased 5.6% in the third quarter of 1999
as compared to the third quarter of 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
agreement that closed in March 1998.

Comparison of Operating Results for the Nine-Month Periods Ended
December 31, 1998 and 1997

     References to the first nine months of 1999 or 1998 mean the
nine-month periods ended December 31, 1998 and December 31, 1997,
respectively.

Results of Operations

Financial Highlights
                                                      %Increase/
Nine months ended December 31,    1998       1997     (Decrease)
-----------------------------------------------------------------
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                  $  59,299  $  58,875       0.7
   Lake Charles                  110,612    113,314      (2.4)
   Maryland Heights               67,845     49,763      36.3
   Mesquite                            -      4,438       n.m.
   -------------------------------------------------------------
                               $ 237,756  $ 226,390       5.0
   -------------------------------------------------------------
                                                            
Total Revenues                                              
   Metropolis                  $  61,585  $  61,266       0.5
   Lake Charles                  117,657    118,749      (0.9)
   Maryland Heights               70,649     53,306      32.5
   Mesquite                            -      8,700       n.m.
   Other                             699        687       1.7
   -------------------------------------------------------------
                               $ 250,590  $ 242,708       3.2
   -------------------------------------------------------------
                                                            
Operating Income (Loss)                                     
   Metropolis                  $  13,412  $  15,187     (11.7)
   Lake Charles                   20,785     19,275       7.8
   Maryland Heights (a)            4,107     (4,146)    199.1
   Mesquite                            -       (128)     n.m.
   Corporate, development,                          
    and other                    (10,503)    (8,361)    (25.6)
   -------------------------------------------------------------
                               $  27,801  $  21,827      27.4
   -------------------------------------------------------------

                                10

                                                            
                                                            
   Depreciation and            
    amortization (b)           $  14,943  $  14,951      (0.1)
   -------------------------------------------------------------
   Interest expense               16,430     18,026      (8.9)
   -------------------------------------------------------------
   Net income                      7,008      2,579     171.7
   -------------------------------------------------------------
   Earnings per share
    assuming dilution          $    0.22  $    0.08     175.0
   -------------------------------------------------------------

Operating Margin (operating income/total revenue)
   Metropolis                       21.8%      24.8%     (3.0)pts
   Lake Charles                     17.7%      16.2%      1.5pts
   Maryland Heights                  5.8%      (7.8)%    13.6pts
   Mesquite                            -       (1.5)%     n.m.
   Consolidated                     11.1%       9.0%      2.1pts

(a) Amount  includes  the Company's 50%  share  of  both  the
  Maryland  Heights Joint Venture operating losses  and  Maryland
  Heights  Joint Venture depreciation and amortization.   In  the
  first nine months of 1999, Player's share of the total loss from
  investment   in   the  Maryland  Heights  Joint   Venture   was
  approximately $7.9 million, which consisted of $4.3 million  in
  operating   losses   and  $3.6  million  in  depreciation   and
  amortization.  In the first nine months of 1998, Player's share
  of the total loss from investment in the Maryland Heights Joint
  Venture was approximately $8.5 million, which consisted of $5.1
  million in operating losses and $3.4 million in depreciation and
  amortization.

(b)   The  first  nine  months of 1999 and 1998  do  not  include
  Player's share of the Maryland Heights Joint Venture depreciation
  and amortization of approximately $3.6 million and $3.4 million,
  respectively.

n.m. - not meaningful

     The  5.0%  and  3.2%  net  increases  in  casino  and  total
revenues,  respectively, in the first  nine  months  of  1999  as
compared  to  the  first  nine  months  of  1998,  resulted  from
significant  revenue  growth in the  comparable  periods  at  the
Maryland  Heights Facility which opened on March 11, 1997.   This
increase  more  than  offset the absence  of  revenues  from  the
Mesquite  Facility which was sold on June 30,  1997.   Nine-month
comparable  revenues were relatively flat at both Metropolis  and
Lake  Charles.   In  Metropolis, the primary factors  were  lower
summer revenues and increased competition, and in Lake Charles, I-
10 road construction and severe weather during the second quarter
of 1999 impacted revenue results.

     The  Company's operating income increased 27.4%  during  the
first nine months of 1999 as compared to the first nine months of
1998.   The  increase  was due to profitable performance  at  the
Maryland Heights Facility as compared to the first nine months of
1998.  Lake Charles results benefited from cost reductions in the
1999  period as compared to the first nine months of 1998 despite
the  increase in the city gaming tax and reduced revenues in  the
comparable periods.  The Metropolis Facility was affected by  the
increase  in Illinois gaming taxes and, in the second quarter  of
1999, general and administrative expense adjustments.

     Corporate,  development, and other expenses increased  25.6%
during  the  first nine months of 1999 as compared to  the  first
nine  months  of 1998 due to legal and consulting costs  incurred
for   the   Missouri  "boat-in-a-moat"  referendum  and   certain
shareholder value projects.

Interest Expense

      Interest expense decreased 8.9% in the first nine months of
1999  as  compared  to  the first nine  months  of  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 agreement that closed in March 1998.

Additional Factors Affecting Future Operating Income

      Road  construction began on I-10 in front of the  Company's
Lake  Charles  Facility in August 1998, and is  scheduled  to  be
complete  in April 1999.  The construction has resulted  in  I-10
lane  closures for periods of time, although the Company has been
advised  that  one  Eastbound lane and one  Westbound  lane  will
always remain open, permitting access to and from the casino.  In
the  third quarter of 1999, road construction moved east  of  the
Players  facility;  however,  traffic  has  been  re-directed  to

                                11


alternate  routes  to  assist in reducing travel  delays.   As  a
result,  access  to  the facility remains somewhat  hampered  and
could  continue to adversely impact financial results during  the
remainder of the construction period.

      The  Company is considering a plan to demolish the Players-
West  Hotel  in  Lake  Charles.  Under the  plan,  subsequent  to
demolition of the hotel, approximately 260 surface parking spaces
would  be constructed on the current hotel site.  If the  Company
goes  forward with the demolition, it would result in a write-off
of  the  approximate $6 million carrying value  of  the  existing
facility.

Capital Resources and Liquidity

      During  the  nine  months  ended December  31,  1998,  cash
generated by operations was used to reduce bank borrowings.   The
Credit  Facility's  outstanding balance on  March  31,  1998  and
December 31, 1998 was $30 million and $15 million, respectively.

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.  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.

      The  Company has identified five phases in its  efforts  to
become  Year 2000 compliant, which include awareness, assessment,
renovation,  testing  and  implementation.   The  awareness   and
assessment  phases  have  been  completed  and  the  Company   is
currently  in  the  process of renovating its  major  Information
Technology  ("IT")  systems.   The  Company  does  not  rely   on
internally  developed, proprietary systems, but  rather  "canned"
software solutions purchased from third party vendors.   As  part
of  the upgrade process, testing and implementation of the new IT
systems   will  also  be  completed.   The  Company   anticipates
completing its upgrade cycle for Year 2000 compliance by May  31,
1999,  barring  delays  in  the release  of  vendors'  Year  2000
compliant software versions.

      In  January  1999, the Company initiated the  design  of  a
comprehensive contingency plan to address any remaining potential
Year  2000  exposure.  As of December 31, 1998, the  Company  had
either  expended or committed approximately $400,000 on its  Year
2000  compliance efforts and expects to expend no  more  than  $1
million in aggregate.

Forward Looking Information

           Certain  information  included  in  this  section  and
elsewhere  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,  I-10 road construction in Lake Charles,  Year  2000
remediation efforts, shareholder value projects, 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
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, changes in  Federal
and  state  tax  laws, the disruption to Lake Charles  operations
caused  by road construction, Year 2000 remediation efforts,  the
pursuit  of  shareholder  value  projects,  action  taken   under
applications  for  licenses (including  renewals)  and  approvals
under applicable laws and regulations (including gaming laws  and

                                12


regulations).   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  3.   Quantitative and Qualitative Disclosure About Market Risk.
---------------------------------------------------------------------

           Not applicable.


                                13



PART II - OTHER INFORMATION
---------------------------

Item 1.   Legal Proceedings.
----------------------------
     
     The   following  discloses  material  developments  in   the
Company's legal proceedings:
     
W. Todd Akin, et al. v. Missouri Gaming Commission

     W.  Todd Akin et al. v. Missouri Gaming Commission was filed
in  the Circuit Court of Cole County, Missouri, in August of 1996
in  order to seek a judicial declaration that the Missouri Gaming
Act  is  unconstitutional  because,  allegedly  contrary  to  the
Missouri  Constitution, the Missouri Gaming  Act  permits  gaming
facilities (such as the Maryland Heights Facility) to be  located
upon artificial basins fed by the Missouri or Mississippi Rivers.
The   Company   and  Harrah's,  the  Missouri  Riverboat   Gaming
Association and the City of Maryland Heights intervened in  order
to  protect  their respective interests.  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.
     
     On  November  3,  1998, the voters of Missouri  approved  an
amendment   to  the  state's  constitution  that  (i)   expressly
authorizes  the provision of the Missouri Gaming Act  (permitting
gaming  facilities in artificial basins within 1,000 feet of  the
Mississippi  and Missouri Rivers) that was found unconstitutional
by  the  Missouri  Supreme  Court, and  (ii)  declares  that  the
facilities that were heretofore built in such artificial  basins,
including  the  Company's  facilities in  Maryland  Heights,  are
legally  sanctioned.   Based on such approval,  the  disciplinary
proceedings before the Missouri Gaming Commission and the suit by
the Company and Harrah's seeking a declaratory judgment have been
resolved as described below.
     
Disciplinary Proceedings
     
     In  January,  1998, the Company was advised by the  Missouri
Gaming  Commission (the "Commission") that it  intended  to  take
disciplinary action against the licenses held by the  Company  in
Maryland  Heights  for failure to comply with  Missouri  law,  as
modified and interpreted in the Akin decision, and to revoke  the
Company's  licenses to conduct games of chance  at  the  Maryland
Heights  Facility.  In response to this, on January 9, 1998,  the
Company  (and certain other casino companies) sought and obtained
a  Preliminary Writ of Prohibition from the Circuit Court of Cole
County,   Missouri,  prohibiting  the  Commission   from   taking
disciplinary action against such companies.  On January 29, 1998,
following  hearings on the Petition for Writ of Prohibition,  the
Circuit  Court  of  Cole  County made  its  Preliminary  Writ  of
Prohibition   permanent,  holding  that  the  companies   had   a
constitutional  right to due process which was  violated  by  the
proposed  disciplinary actions of the Commission.  The Commission
appealed  that  decision granting a Writ of  Prohibition  to  the
Missouri  Supreme  Court.  On May 28, 1998, the Missouri  Supreme
Court reversed the decision of the Circuit Court and quashed  the
Writ  of  Prohibition issued against the Commission.   The  Court
found  that because the Commission presumptively had jurisdiction
to take disciplinary action against gaming facilities for failing
to  comply  with  state  law location  requirements,  a  Writ  of
Prohibition was an inappropriate remedy.  The Court held that the
companies' objections to jurisdiction and other components of the
proceedings  should be addressed to the Commission,  and  to  the
courts  of  appeal  should the companies not prevail  before  the
Commission.  The Court also held that the appeal was an effective
alternative  remedy at law because the Commission does  have  the
authority to stay any adverse decision pending the outcome of all
appeals,  thus rendering prohibition an inappropriate  remedy  in
the circumstances.
     
     On  June  18,  1998, the Commission issued  its  Preliminary
Orders  for Disciplinary Action to the gaming companies  affected
by  the Akin decision, including the Company.  On July 23,  1998,
the  Company  requested a hearing on the Preliminary  Orders  for
Disciplinary  Action,  which request stayed  the  effect  of  the
proposed Preliminary Orders indefinitely and entitled the Company
to  a  full  evidentiary hearing before the Commission's  Hearing
Officer.   There are five gaming companies in separate  locations
which received Preliminary Orders for Disciplinary Action and for
whom  hearings must be conducted.  The Commission indicated  that

                                14


all hearings would be conducted prior to any recommended decision
being  submitted to the Commission by its Hearing Officer  for  a
vote  of  the  Commission on final discipline for  any  facility.
Hearings were anticipated to take several weeks.  Based upon  the
result  of  the November 3, 1998 election, which constitutionally
authorizes the Company's Maryland Heights Facility, the  Attorney
General  of Missouri, on November 4, 1998, requested  a  stay  of
proceedings  until December 3, 1998 (the effective  date  of  the
amendment),  for the Missouri Gaming Commission to  take  further
action  concerning the continuation of the disciplinary hearings.
On  December  9, 1998, the Missouri Gaming Commission  adopted  a
Resolution  finding  that  because of the  adoption  of  the  new
constitutional amendment the disciplinary proceedings were  moot;
and,  that upon withdrawal of the requests for hearing  filed  by
the  Company, such proposed disciplinary actions would be  deemed
withdrawn.  On December 18, 1998, the Company filed its Motion to
Withdraw  Request  for  Hearing,  requesting  dismissal  of   the
disciplinary  case.  On January 14, 1999, the Commission  entered
its  final order dismissing its proposed disciplinary proceedings
against the Company.
     
Declaratory Judgment Action
     
     Because   of  management's  belief  that  the  Company   was
entitled  to clarification of the uncertainty caused by the  Akin
decision    and   the   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.   This
suit  sought  a  declaration that: (i) the  Company's  reasonable
reliance  upon  the  prior  approval of  the  Commission  of  its
location  prohibits adverse action by the Commission or  Attorney
General  against the Company on the basis of the subsequent  Akin
decision;  (ii)  the Company, if found not in compliance  to  any
extent,  must  be permitted a reasonable period  of  time  within
which  to  remedy any deficiency in its facilities to bring  them
into  compliance; and (iii) the Company is entitled to be  justly
compensated for any financial loss resulting from adverse actions
of  the  Commission  or the Attorney General in  enforcing  their
interpretation of the Akin decision.  On February 23,  1998,  the
Commission  filed a Motion to Dismiss the Petition  for  Lack  of
Ripeness and Failure to Exhaust Administrative Remedies. On April
13,  1998, the Circuit Court issued an order denying the  Motions
to  Dismiss  and  requiring an Answer to be  filed.   Defendants'
Answer  to  the  Petition was filed May 1, 1998, and  Plaintiff's
Discovery   commenced  with  Interrogatories  and  Requests   for
Production of Documents.

      Based  upon  the result of the November 3,  1998  election,
which  constitutionally authorized the Company's Maryland Heights
Facility,  the Company and the Office of Attorney General  agreed
that   upon  final  dismissal  and  withdrawal  of  the  proposed
disciplinary   actions  pending  before   the   Missouri   Gaming
Commission,  the  Company would dismiss its declaratory  judgment
action  from  the  Circuit  Court.   On  January  14,  1999,  the
Commission  entered  its  final  order  dismissing  its  proposed
disciplinary  action against the Company.  On January  19,  1999,
the  Company  filed  its  dismissal of the declaratory  judgement
action in Circuit Court.

                                15


     
Item 4.   Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------

           At  the  Annual Meeting of Stockholders of the Company
held  on  November 12, 1998, the holders of Common Stock approved
the  amendment  to the Amended and Restated 1993 Stock  Incentive
Plan  (the  "Plan") to provide that the maximum number of  shares
that  may  be  subject  to grants made  under  the  Plan  to  any
individual  during  any  year  is  350,000  shares.   There  were
21,975,946  votes  for,  3,831,682  votes  against,  and   73,199
abstentions.   Abstentions had the effect of a vote  against  the
proposal.

          Also at the Annual Meeting of Stockholders, the holders
of  Common Stock elected the following as directors for terms  of
one year expiring on the date of the 1999 annual meeting or until
their respective successors are duly elected and qualified:

        Nominee            Votes For           Authority Withheld
        -------            ---------           ------------------
    Howard Goldberg         25,491,950               388,877
    John Groom              24,382,067             1,498,760
    Marshall S. Geller      25,610,900               269,927
    Lee Seidler             24,601,806             1,279,021
    Charles Masson          25,640,025               240,802
    Earl Webb               25,641,325               239,502
    Lawrence Cohen          24,664,047             1,216,780
    Vincent J. Naimoli      25,640,950               239,877
    Alan R. Buggy           25,639,525               241,302

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

          Exhibits Filed with this Form 10-Q:

Exhibit No.    Exhibit Description
-----------    -------------------

4.1       Rights  Agreement  dated as of January  27,  1997,
          between Players International, Inc.
          and  Interwest  Transfer Company, Inc.  as  Rights
          Agent
10.1      Amended  and  Restated 1993 Stock Incentive  Plan,
          as amended through November 12,1998
10.2      Amendment   dated  as  of  August  31,   1998   to
          Agreement dated as of August 1, 1997,
          between  Players  International,  Inc.  and   John
          Groom
10.3      Amendment   dated  as  of  August  31,   1998   to
          Employment Agreement dated as of
          March  31,  1997  between  Players  International,
          Inc. and Patrick Madamba, Jr.
10.4      Amendment  dated November 12, 1998  to  Employment
          Agreement  dated  October 1, 1996 between  Players
          International, Inc. and Howard A. Goldberg
10.5      Amendment  dated  as  of  November  12,  1998   to
          Employment Agreement dated as
          of  March  31, 1997 between Players International,
          Inc. and Patrick Madamba, Jr.
10.6      Restated  Amendment dated as of  January  6,  1999
          between Players International, Inc.
          and Peter J. Aranow
10.7      Restated Amendment dated January 29, 1999  between
          Players International, Inc.
          and Peter J. Aranow
27.0      Financial Data Schedule


      Reports on Form 8-K Filed During Quarter:

          A  Form 8-K was filed by the Company on November 12, 
1998 regarding the Registrant's Board rejection of  a  $6.00
per share merger proposal by Hollywood Park, Inc.

                                16




                            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 4, 1999                By: /s/ Raymond A. Spera
                                          ------------------------
                                          Raymond A. Spera
                                          Chief Financial Officer
                                          (Principal Financial Officer)


                                17