26


                                
                                
               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 September 30,1997

                               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 31,913,748 shares at November  13,
1997.



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

Item 1.   Financial Statements

     Condensed Consolidated Balance Sheets at September 30,  1997
     and March 31, 1997                                         1

     Condensed  Consolidated Statements  of  Operations  for  the
     Three and Six Months Ended September 30, 1997 and 1996     3

     Condensed Consolidated Statements of Cash Flows for the Six
     Months Ended September 30, 1997 and 1996                   4

     Notes to Condensed Consolidated Financial Statements       5

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


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


PART I - FINANCIAL INFORMATION

Item 1.                              Financial Statements

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

                             ASSETS


                                              September 30,     March 31,
                                                   1997           1997
                                              (Unaudited)
CURRENT ASSETS:                                            
    <S>                                         <C>         <C>  
    Cash and cash equivalents                   $   25,930  $    20,567
    Accounts receivable, net of allowance                              
for doubtful accounts of$1,163 at                                      
September 30, 1997 and $1,028 at March               2,179        3,123
31, 1997
    Notes receivable                                 1,500           19
    Inventories                                      1,558        1,955
    Deferred income tax                              1,881        1,881
    Income taxes refundable                              -       27,534
     Prepaid  expenses and other  current            2,748        3,997
assets
    Assets held for sale                                 -        8,500
           Total current assets                     35,796       67,576
                                                                       
PROPERTY    AND   EQUIPMENT,    net    of                              
accumulated depreciation and amortization                              
of  $35,711  at September  30,  1997  and          218,508      210,442
$27,336 at March 31, 1997
                                                                           
DEFERRED INCOME TAX - long-term                      4,654        4,654
                                                                       
INTANGIBLES,    net    of     accumulated                              
amortization  of $3,083 at September  30,                              
1997 and $2,541 at March 31, 1997                   35,792       36,271
                                                                       
INVESTMENT IN JOINT VENTURE                         99,888       95,401
                                                                       
OTHER ASSETS                                         5,991        6,945
                                                                       
           TOTAL ASSETS                          $ 400,629    $ 421,289
</TABLE>
<TABLE>
                                                                       

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

              LIABILITIES AND STOCKHOLDERS' EQUITY


                                        September 30, 1997    March 31,
                                             (Unaudited)         1997
CURRENT LIABILITIES:                                    
     <S>                                   <C>          <C>
     Current  portion of long-term          $    27,891  $      8,500
debt
    Accounts payable                              4,002         6,466
    Accrued liabilities                          28,725        33,969
    Other liabilities                             4,186              
                                                                2,921
                                                                     
    Total current liabilities                    64,804        51,856
                                                                      
OTHER LONG-TERM LIABILITIES                      25,937        26,052
                                                                     
LONG-TERM  DEBT,  net  of  current              151,574       187,500
portion
                                                                     
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                                   
September  30, 1997 and 32,563,348                  163           163
at March 31, 1997
   Additional paid-in capital                   132,276       132,256
     Treasury  stock,   at   cost;                                   
672,100  shares at  September  30,                                   
1997 and March 31, 1997                         (7,294)       (7,294)
   Retained earnings                             33,169        30,756
                                                                     
   Total stockholders'equity                    158,314       155,881
                                                                     
       TOTAL    LIABILITIES    AND                                   
STOCKHOLDERS' EQUITY                          $ 400,629     $ 421,289
</TABLE>

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

<TABLE>
                                       For the Three Months        For the Six Months
                                       Ended September 30,          Ended September 30,
                                       1997          1996         1997            1996
REVENUES:                                                                              
 <S>                            <C>            <C>           <C>             <C>
 Casino                          $   78,379     $   67,260    $  154,166      $ 139,512
 Food and beverage                    2,773          3,704         6,959         7,409
 Hotel                                  228          1,768         2,023         3,579
 Other                                1,180          1,676         3,594         3,519
                                     82,560         74,408       166,742       154,019
                                                                                       
COSTS AND EXPENSES:                                                                    
 Casino                               35,403         30,227        71,891       61,682
 Food and beverage                     2,229          3,708         6,306        7,453
 Hotel                                   165            802           836        1,629
 Other operating expenses             10,547          9,338        22,002       18,903
 Selling, general and                                                                  
administrative                        14,671         14,693        29,900       28,721
 Corporate administrative                                                              
expenses                               1,704          2,690         3,294        5,062
 Equity in loss of joint               3,110              -         6,433            -
venture
 Pre-opening and gaming                                                                
development costs                          -          1,884             -         3,295
 Depreciation and amortization         5,331          4,746         9,935         9,382
 Restructuring charge                      -          9,007             -         9,007
                                      73,160         77,095       150,597       145,134
                                                                                       
 Income (loss) before other                                                            
income (expense) and provision                                                         
(benefit) for income taxes             9,400        (2,687)        16,145         8,885
                                                                                       
OTHER INCOME (EXPENSE):                                                                
 Interest income                         225             55           237           168
 Other income, net                         1             81          (18)            66
 Interest expense                    (6,139)        (3,749)      (12,393)       (7,613)
                                     (5,913)        (3,613)      (12,174)       (7,379)
 Income (loss) before provision                                                        
(benefit) for
   income taxes                        3,487        (6,300)         3,971         1,506
                                                                                       
PROVISION (BENEFIT) FOR INCOME                                                         
   TAXES                               1,367        (2,457)         1,558           587
                                                                                       
NET INCOME (LOSS)                   $  2,120    ($   3,843)      $  2,413    $      919
                                                                                       
EARNINGS (LOSS) PER COMMON AND                                                         
    COMMON SHARE EQUIVALENT                                                            
       Primary                     $    0.07     $   (0.13)     $    0.08    $     0.03
       Fully Diluted               $    0.07     $   (0.13)     $    0.08    $     0.03
                                                                                       
WEIGHTED AVERAGE COMMON AND                                                            
    COMMON EQUIVALENT SHARES                                                           
       Primary                    31,911,763     29,494,862    31,912,357    31,090,936
       Fully Diluted              31,916,097     29,494,862    31,914,524    31,106,399
</TABLE>


                  PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)
                                                           For the Six Months
                                                           Ended September 30,
                                                          1997           1996
CASH FLOWS FROM OPERATING ACTIVITIES:                                        
    [S]                                           [C]           [C]     
   Net income                                      $    2,413    $       919
     Adjustments to reconcile net income to  net                             
cash provided by operating activities:
       Depreciation and amortization                     9,935          9,382
          Joint    venture   depreciation    and         2,610              -
amortization
        Loss  on  disposition  of  property  and            91              -
equipment
       Other                                               258            240
    Changes in assets and liabilities:                                       
        Accounts and notes receivable                    (754)          3,266
         Inventories, prepaid expenses and other                             
current assets                                           1,646          (867)
        Income taxes refundable                         28,808              -
        Other assets                                       137            580
        Accounts payable and accrued liabilities       (9,689)        (8,200)
        Other liabilities                                1,150          8,469
                                                                             
    Net cash provided by operating activities           36,605         13,789
                                                                             
CASH FLOWS FROM INVESTING ACTIVITIES:                                        
    Net purchases of property and equipment           (12,916)       (21,174)
     Proceeds  from  disposal  of  property  and         8,789              -
equipment
    Proceeds from sale of marketable securities              -          4,401
    Investment in joint venture                        (6,390)       (20,000)
                                                                             
    Net cash used in investing activities             (10,517)       (36,773)
                                                                             
CASH FLOWS FROM FINANCING ACTIVITIES:                                        
    Proceeds from issuance of long-term debt            19,000         21,000
    Repayments of long-term debt                      (39,439)              -
    Debt issuance cost                                   (266)            (8)
    Other                                                                    
                                                          (20)           (48)
                                                                             
     Net  cash  provided by (used in)  financing                             
activities                                            (20,725)         20,944
                                                                             
NET   INCREASE  (DECREASE)  IN  CASH  AND   CASH         5,363        (2,040)
EQUIVALENTS
                                                                             
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        20,567         18,786
                                                                             
CASH AND CASH EQUIVALENTS AT END OF PERIOD          $   25,930     $   16,746
                                                                             
SUPPLEMENTAL CASH FLOW DISCLOSURE:                                           
    Interest paid                                   $   12,445     $   10,232
    Income taxes paid                                        9          3,827
    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 six month period ended  September  30,
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 $5,440,000  and
$6,717,000,  and $12,114,000 and $13,617,000 for the three and six months  ended
September 30, 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 Months      For the Six Months
                            Ended September 30,       Ended September 30,
                            1997          1996        1997         1996
[S]                      [C]         [C]           [C]        [C]
Food and beverage         $  4,142    $  5,342      $   9,002  $ 11,068
Hotel                           70         252            292       526
Admissions and other           205         361            448       655
                          $  4,417    $  5,955      $   9,742  $ 12,249

Note 3 - Primary and Fully Diluted Shares

      Per  share amounts have been computed based on the weighted average number
of  outstanding  shares and common stock equivalents, if dilutive,  during  each
period.   A  summary of the number of shares used in computing primary  earnings
per share follows:

<TABLE>
                                 For the Three Months   For the Six Months
                                 Ended September 30,    Ended September 30,

                                    1997             1996          1997         1996
Weighted average number of                                             
<S>                                <C>              <C>            <C>         <C>
shares outstanding                 31,892,715       29,494,862     31,891,982  29,494,862
Dilutive effect of options
and warrants                           19,048                -         20,375   1,596,074
                    
Shares used in computing                                                         
primary earnings per share         31,911,763      29,494,862     31,912,357   31,090,936
</TABLE>
<TABLE>
                                          For the Three Months       For the Six Months
                                           Ended September 30,      Ended September 30,

                                         1997        1996            1997          1996
Weighted average number of                                                               
    <S>                            <C>          <C>             <C>          <C>
    shares outstanding             31,892,715   29,494,862      31,891,982   29,494,862
Dilutive effect of options and                                                          
warrants                               23,382            -          22,542    1,611,537
Shares used in computing fully                                                          
    diluted earnings per share     31,916,097   29,494,862      31,914,524   31,106,399
</TABLE>

Note 4 - Long-Term Debt

     Long term debt at September 30, 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")                26,000
      Note payable, secured by slot                  
machines, interest at 12% due June 23,          3,465
1999
                                              179,465
      Less current portion                   (27,891)
                                          $   151,574

      According  to  the  terms of the Revised  Credit  Facility,
amounts   available  under  the  credit  line  were  reduced   to
$52,500,000 as of September 30, 1997.  As of November  13,  1997,
the   amount   outstanding  was  $30,000,000.   The  Company   is
negotiating  a new three-year, $50,000,000 revolving bank  credit
facility  which will replace the existing Revised Credit Facility
at  a  lower interest rate.  Final documentation for the new bank
facility  is  expected to be completed in the  third  quarter  of
fiscal 1998.

Note 5 - 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.

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

Comparison of Operating Results for the Three-Month Periods Ended
September 30, 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 thoroughbred racetrack  in
Paducah, Kentucky.  The Company's fiscal year ends on March 31st.
References to the second quarter of 1998 or 1997, mean the  three
month  periods ended September 30, 1997 and September  30,  1996,
respectively.

Results of Operations

Financial Highlights

                                                      % Increase/
Three months ended September 30       1997     1996     Decrease
(Dollars in thousands, except per share amounts)
Casino Revenues                                              
   [S]                          [C]        [C]            [C]
   Metropolis                   $  21,032  $  20,385      3.2
   Lake Charles                    39,922     41,407    (3.6)
   Maryland Heights                17,425          -        -
   Mesquite                             -      5,468        -
                                $  78,379  $  67,260     16.5
                                                             
Total Revenues                                               
   Metropolis                   $  21,916  $  21,263      3.1
   Lake Charles                    41,810     43,547    (4.0)
   Maryland Heights                18,638          -        -
   Mesquite                             -      9,269        -
   Other                              196        329   (40.4)
                                $  82,560  $  74,408     11.0
                                                             
Operating Income (Loss)                                      
   Metropolis                   $   6,211  $   6,115      1.6
   Lake Charles                     7,238      7,052      2.6
   Maryland Heights (a)           (1,749)          -        -
   Mesquite                             -    (1,755)        -
   Corporate, development, pre-                              
opening and other                 (2,300)    (5,092)     54.8
   Restructuring charge                 -    (9,007)        -
                                 $  9,400  $ (2,687)    449.8
                                                             
   Depreciation and                                          
amortization (b)                   $6,632     $4,746     39.7
   Interest expense                 6,139      3,749     63.8
   Net income, excluding                                     
restructuring charge                2,120      1,651     28.4
   Net income (loss)                2,120    (3,843)    155.2
   Net income per share,                                     
excluding restructuring charge      $0.07      $0.05     40.0
   Net income (loss) per share      $0.07    $(0.13)    153.8

                                                    % Increase/
Three months ended September 30     1997       1996  (Decrease)
Operating Margin (operating                                    
income/total revenues)
   Metropolis                      28.3%      28.8%   (0.5) pts
   Lake Charles                    17.3%      16.2%     1.1 pts
   Maryland Heights               (9.4)%          -           -
   Mesquite                            -    (18.9)%           -
   Company-wide, excluding                                     
restructuring charge               11.4%       8.5%     2.9 pts
   Company-wide, including                                     
restructuring charge               11.4%     (3.6)%    15.0 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
 second  quarter of 1998, the total loss from investment  in  the
 Maryland Heights Joint Venture was approximately $3.1 million.

b.  Second quarter of 1998 amount includes Maryland Heights Joint
 Venture depreciation and amortization of $1.3 million.

     The  16.5%  and  11.0%  net increases in  casino  and  total
revenues, respectively, in the second quarter of 1998 as compared
to  the  second  quarter 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 3.6% and 4.0%, respectively, as compared to the second quarter
of  the  prior year.  The Mesquite Facility was sold on June  30,
1997,  and  therefore  does not appear in  the  Company's  second
quarter 1998 financial results.

      The  Company's  operating income,  excluding  restructuring
charge,  increased  48.7% during the second quarter  of  1998  as
compared to the second quarter of 1997.  The increase was due  to
slightly better results at both the Metropolis Facility  and  the
Lake  Charles Facility for the second quarter of 1998 as compared
to  the  prior  year second 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 second quarter of 1998.

      Corporate,  development, pre-opening  and  other  expenses,
decreased by 54.8% 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 39.7% in the
second quarter of 1998 as compared to the second quarter of  1997
due  to  depreciation  from  Maryland Heights  and  the  Maryland
Heights  Joint Venture which was partially offset by the  absence
of Mesquite depreciation in the second quarter of 1998.

     The restructuring charge reflected in the second quarter  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 the Players I riverboat
which  was  previously held for future deployment and a corporate
aircraft,  the  closure  of  two  development  offices  and   the
retirement or termination of 21 senior management and staff.  The
affected  employees included those specifically  responsible  for
the Company's developmental activities and others affected by the
Company's  revised business plan.  The one-time  charge  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 63.8% in the second quarter  of
1998  as compared to the second quarter of 1997 due to additional
borrowings to complete the Maryland Heights Facility, an increase
in  the  Company's  average borrowing rate, and  a  $1.5  million
decrease  in  the amount of capitalized interest.   The  interest
rate  increase  resulted from amendments to  the  Company's  bank
credit agreement (the "Credit Agreement") in December of 1996.

Comparison of Operating Results for the Six-Month Periods Ended
September 30, 1997 and 1996

      References to the first half of 1998 or 1997, mean the  six
month  periods ended September 30, 1997 and September  30,  1996,
respectively.

Results of Operations

Financial Highlights
                                                     % Increase/
Six months ended September 30       1997       1996   (Decrease)
(Dollars in thousands, except per share amounts)
Casino Revenues                                             
   [S]                          [C]        [C]           [C]
   Metropolis                   $  39,757  $  39,536     0.6
   Lake Charles                    77,259     88,755  (13.0)
   Maryland Heights                32,712          -       -
   Mesquite                         4,438     11,221    n.m.
                                 $154,166   $139,512    10.5
                                                            
Total Revenues                                              
   Metropolis                   $  41,420  $  41,187     0.6
   Lake Charles                    80,988     93,375  (13.3)
   Maryland Heights                35,220          -       -
   Mesquite                         8,700     18,810    n.m.
   Other                              414        647  (36.0)
                                 $166,742   $154,019     8.3
                                                            
Operating Income (Loss)                                     
   Metropolis                   $  10,928  $  11,850   (7.8)
   Lake Charles                    14,091     18,484  (23.8)
   Maryland Heights (a)           (3,432)          -       -
   Mesquite                         (690)    (3,100)    n.m.
   Corporate, development, pre-                             
opening and other                 (4,752)    (9,342)    49.1
   Restructuring charge                 -    (9,007)       -
                                $  16,145  $   8,885    81.7
                                                            
   Depreciation and             $  12,545  $   9,382    33.7
amortization (b)
   Interest expense                12,393      7,613    62.8
   Net income, excluding                                    
restructuring charge                2,413      6,413  (62.4)
   Net income                       2,413        919   162.6
   Net income per share, excl.                              
restructuring charge            $    0.08  $    0.21  (61.9)
   Net income per share         $    0.08  $    0.03   166.7

                                                     % Increase/
Six months ended September 30       1997      1996   (Decrease)
Operating Margin (operating                                     
income/total revenue)
   [S]                             [C]        [C]      [C]   
   Metropolis                      26.4%      28.8%    (2.4) pts
   Lake Charles                    17.4%      19.8%    (2.4) pts
   Maryland Heights               (9.7)%          -            -
   Mesquite                       (7.9)%    (16.5)%         n.m.
   Company-wide, excluding                                      
restructuring charge                9.7%      11.6%    (1.9) pts
   Company-wide, including                                      
restructuring charge                9.7%       5.8%    (3.9) 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  half
 of  1998, the total loss from investment in the Maryland Heights
 Joint Venture was approximately $6.4 million.

b.  First  half  of 1998 amount includes Maryland  Heights  Joint
 Venture depreciation and amortization of $2.6 million.

n.m. - not meaningful

     The  10.5%  and  8.3%  net increases  in  casino  and  total
revenues, respectively, in the first half of 1998 as compared  to
the  first half 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  13.0%  and
13.3%,  respectively, as compared to the first half of the  prior
year.   The  Mesquite  Facility was sold on June  30,  1997,  and
therefore  does not appear in the Company's second  quarter  1998
financial results.

     The  Company's  operating  income,  excluding  restructuring
charge,  decreased 9.8% during the first half of 1998 as compared
to the first half of 1997.  This decrease was due to decreases of
7.8%  at  the  Metropolis facility and 23.8% at the Lake  Charles
facility.    The  Lake  Charles  decrease  was  the   result   of
competition  in the Lake Charles market during the  first  fiscal
quarter  of 1998 that was not present in the first fiscal quarter
of 1997.

     Corporate,  development,  pre-opening  and  other  expenses,
decreased by 49.1% 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 33.7% in the
first  half of 1998 as compared to the first half 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 half of 1998.

Other Factors Affecting Net Income

      Interest expense increased 62.8% in the first half of  1998
as  compared  to  the  first  half  of  1997  due  to  additional
borrowings to complete the Maryland Heights Facility, an increase
in  the  Company's  average borrowing rate, and  a  $2.7  million
decrease  in  the amount of capitalized interest.   The  interest
rate  increase  resulted from amendments to the Company's  Credit
Agreement in December of 1996.


Capital Resources and Liquidity

      During  the  six  months  ended September  30,  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,  the  construction  of the new  food  and  entertainment
complex  in  Metropolis, and the paydown on the  balance  of  the
Credit  Agreement  from  $53 million on June  30,  1997,  to  $26
million  on  September 30, 1997.  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.   The new Metropolis food and entertainment complex is  due
to  open in December of 1997 with total construction expenditures
in  fiscal 1998 of approximately $6 million.  Total cost for  the
new  facility,  including  amounts expended  in  fiscal  1997  is
expected to be approximately $9 million.

      Total  credit available under the Company's existing Credit
Agreement  decreased  from  $60.0 million  to  $52.5  million  on
October  1,  1997.   Under  the existing Credit  Agreement,  this
availability  was due to decrease by an additional  $7.5  million
each  quarter through March of 1998 and the Credit Agreement  was
due  to  expire  on  June 30, 1998.  In September  of  1997,  the
Company  received a commitment letter for a new, three-year,  $50
million revolving bank credit facility (the "New Bank Facility"),
which  will  replace the existing bank line at a  lower  interest
rate.   Final documentation for the New Bank Facility is expected
to be completed in the third quarter of fiscal 1998.

      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 contract is  subject  to
contingencies and due diligence which has not yet been completed.
Under  the  contract,  the purchase price  is  approximately  $20
million  which the Company expects to fund by expanding  the  New
Bank Facility from $50 to $70 million.

     The Company believes that expected cash flow from operations
will  be  sufficient  to meet debt service  and  working  capital
requirements.

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, plans for projects currently
under  development,  plans  for  future  expansion  and  property
enhancements,    business   development    activities,    capital
expenditure programs and requirements, financing sources and  the
effects of regulation (including gaming licensure and regulation,
state  and local regulation, and tax regulation).  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.   As a consequence, current plans, anticipated  actions,
and  future financial condition and results may differ from those
expressed in any forward-looking statements made by or on  behalf
of  the Company.  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, 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.

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
was  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,  have  intervened in order to protect  their  respective
interests.   The  suit  seeks  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.
Briefs  have  been  filed.   The  Missouri  Supreme  Court  heard
argument on the appeal on October 22, 1997.  A decision from  the
Supreme Court is expected in December, 1997 or January, 1998.

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

      On October 16, 1997, the annual meeting of the Registrant's
Stockholders  was held and current directors were  elected.   The
directors  for  fiscal  year 1998 are  Alan  R.  Buggy,  Lawrence
Cohen,  Edward Fishman, Marshall S. Geller, Howard  A.  Goldberg,
John  Groom,  Charles M. Masson, Vincent J. Naimoli, Lee  Seidler
and  Earl  E.  Webb.   On the record date fixed  for  the  annual
meeting,   stockholders   holding  32,563,312   shares   of   the
Registrant's Common Stock were entitled to vote.  Present at  the
meeting   in  person  or  by  proxy  were  stockholders   holding
29,652,951 shares of Common Stock.

Item 6.        Exhibits and Reports on Form 8-K


Exhibits Filed with this Form 10-Q

     Exhibit No.    Exhibit Description

2.0       Plan of Acquisition
27.0      Financial Data Schedule



Reports on Form 8-K Filed During Quarter

     None.
                           SIGNATURES

      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:     November 13, 1997             By:  /s/ Peter J. Aranow
                                        Peter J. Aranow,
                                        Executive Vice President,
                                        Chief Financial Officer