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          June 30, 1999
                                        -------------------------
                               or

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

          For  the transition period from _______________________
          to   ______________________

             Commission file number         0-14897


                            Players International, Inc.
             (Exact name of registrant as specified in its charter)

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

   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 August 11, 1999, there were 32,032,737 shares of the
registrant's Common Stock outstanding, net of treasury stock.

                                -1-


              PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
              --------------------------------------------

                               INDEX
                               -----

                                                                PAGE
                                                                ----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                     3

         Condensed Consolidated Balance Sheets at June 30,
         1999 and March 31, 1999                                  3

         Condensed Consolidated Statements of Operations
         for the Three Months Ended June 30, 1999 and 1998        5

         Condensed Consolidated Statements of Cash Flows
         for the Three Months Ended June 30, 1999 and 1998        6

         Notes to Condensed Consolidated Financial Statements     7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                     10

Item 3.  Quantitative and Qualitative Disclosures About
         Market Risk                                             14


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                       15

Item 5.  Other Information                                       15

Item 6.  Exhibits and Reports on Form 8-K                        15

         Signature                                               16

                                -2-


PART I - FINANCIAL INFORMATION
------------------------------

Item 1.  Financial Statements.
------------------------------

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

                             ASSETS
                             ------

                                         June 30,   March 31,
                                           1999       1999
                                         ---------  ---------
                                        (Unaudited)
Current assets:
    Cash and cash equivalents            $  25,400  $  25,687
    Accounts receivable, net of allowance
     for doubtful accounts of $435 at
     June 30, 1999 and $461 at
     March 31, 1999                          1,803      1,882
    Notes receivable                         1,500      1,500
    Inventories                              1,164      1,164
    Deferred income tax                      3,281      3,281
    Prepaid expenses and other current
     assets                                  2,421      2,715
                                         ---------  ---------

           Total current assets             35,569     36,229
                                         ---------  ---------

Property and equipment, net of accumulated
 depreciation and amortization of $64,261
 at June 30, 1999 and $59,846
 at March 31, 1999                         221,909    222,437
                                         ---------  ---------

Intangibles, net of accumulated
 amortization of $4,778 at June 30, 1999
 and $4,535 at March 31, 1999               34,405     34,344
                                         ---------  ---------

Investment in joint venture                 89,812     91,034
                                         ---------  ---------

Other assets                                 4,876      5,091
                                         ---------  ---------

Total assets                             $ 386,571  $ 389,135
                                         =========  =========

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

                                -3-


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

              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------


                                          June 30,  March 31,
                                            1999      1999
                                         ---------  ---------
                                        (Unaudited)

Current liabilities:
    Current portion of long-term debt    $       -  $     541
    Accounts payable                         3,820      3,627
    Accrued liabilities                     31,794     31,197
    Other liabilities                       18,926     19,555
                                         ---------  ---------

           Total current liabilities        54,540     54,920
                                         ---------  ---------

Deferred income tax                          2,959      2,959
                                         ---------  ---------

Long-term debt, net of current portion     150,000    155,000
                                         ---------  ---------

Other long-term liabilities                 16,163     16,444
                                         ---------  ---------

Stockholders' equity:
   Preferred stock, no par value,
    Authorized- 10,000,000 shares,
     Issued- none                                -          -
   Common stock, $.005 par value,
    Authorized- 90,000,000 shares,
     Issued- 32,704,837 shares                 163        163
   Additional paid-in capital              132,666    132,666
   Treasury stock, at cost;
     672,100 shares                         (7,294)    (7,294)
   Retained earnings                        37,374     34,277
                                         ---------  ---------

        Total stockholders' equity         162,909    159,812
                                         ---------  ---------
Total liabilities and stockholders'
   equity                                $ 386,571  $ 389,135
                                         =========  =========

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
                                            Ended June 30,
                                         -------------------
                                           1999        1998
                                         --------   --------

Revenues:
  Casino                                 $ 80,255   $ 77,024
  Food and beverage                         2,342      2,510
  Hotel                                       494        989
  Other                                       959      1,042
                                         --------   --------
                                           84,050     81,565
                                         --------   --------
Costs and expenses:
  Casino                                   35,586     35,846
  Food and beverage                         1,973      2,111
  Hotel                                       200        397
  Other operating expenses                 10,023     10,603
  Selling, general and administrative      14,769     13,456
  Corporate and other non-operating
   costs                                    3,778      1,854
  Allocated amounts of joint venture        2,669      2,721
  Depreciation and amortization             4,871      4,936
                                         --------   --------
                                           73,869     71,924
                                         --------   --------
 Income before other income (expense)
   and provision for income taxes          10,181      9,641
                                         --------   --------
Other income (expense):
  Interest income                              89         60
  Interest expense                         (4,976)    (5,701)
                                         --------   --------
                                           (4,887)    (5,641)
                                         --------   --------

Income before provision for income taxes    5,294      4,000

Provision for income taxes                  2,197      1,560
                                         --------   --------
Net income                               $  3,097   $  2,440
                                         ========   ========

Earnings per common share
  Basic and diluted                      $   0.10   $   0.08

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

                                -5-


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

                                         For the Three Months
                                            Ended June 30,
                                         --------------------
                                           1999       1998
                                         ---------  ---------
Cash flows from operating activities:
    Net income                           $   3,097  $   2,440
    Adjustments to reconcile net income
      to net cash provided by operating
      activities:
       Depreciation and amortization         4,871      4,936
       Equity in allocated amounts of
        joint venture                        1,188      1,145
       Other                                    25         88
    Changes in assets and liabilities:
        Accounts and notes receivable           96        914
        Inventories, prepaid expenses and
         other assets                         (334)     1,868
        Accounts payable and accrued
         liabilities                         1,424     (3,153)
        Other liabilities                     (876)        20
                                          --------   --------
         Net cash provided by operating
          activities                         9,491      8,258
                                          --------   --------
Cash flows from investing activities:
    Purchases of property and equipment     (5,019)    (2,123)
    Proceeds from disposal of property and
     equipment                                 782         24
                                          --------   --------
         Net cash used in investing
          activities                        (4,237)    (2,099)
                                          --------   --------
Cash flows from financing activities:
    Proceeds from issuance of long-term
     debt                                    5,000      9,000
    Repayments of long-term debt           (10,541)   (12,980)
    Debt issuance costs                          -       (164)
                                          --------   --------
          Net cash used in financing
          activities                        (5,541)    (4,144)
                                          --------   --------
Net increase (decrease) in cash and cash
 equivalents                                  (287)     2,015

Cash and cash equivalents at beginning of
 period                                     25,687     17,223
                                          --------   --------
Cash and cash equivalents at end of
 period                                   $ 25,400   $ 19,238
                                          ========   ========

Supplemental cash flow disclosure:
    Interest paid                         $  9,319   $  9,280
    Income taxes paid                            1          2

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

                                -6-

             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,
1999.   In the opinion of management, all adjustments (consisting
of  normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows  of  all
periods presented have been made.

           The  results of operations for the three months  ended
June  30,  1999, 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 gaming
losses.  Revenues exclude the retail value of complimentary  food
and  beverage, hotel accommodations and other items furnished  to
customers,  which totaled approximately $5,802,000 and $6,126,000
for the three months ended June 30, 1999 and 1998, 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:

                                    For the Three Months
                                       Ended June 30,
                                   ----------------------
                                   (dollars in thousands)
                                      1999         1998
                                   ---------    ---------
      Food and beverage            $   3,970    $   4,248
      Other                              414          433
                                   ---------    ---------
                                   $   4,384    $   4,681
                                   =========    =========

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
                                       Ended June 30,
                                   ----------------------
                                   (dollars in thousands)
                                      1999         1998
                                   ---------    ---------

      Net revenues                 $   5,545    $   4,914
      Depreciation and
       amortization                $   2,376    $   2,328
      Net loss                     $   5,338    $   5,441


                                -7-

             PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)


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

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

                                     For the Three Months
                                        Ended June 30,
                                   ------------------------
                                      1999         1998
                                   ----------    ----------
     Numerator:
       Net income                  $3,097,000    $2,440,000

     Denominator:
       Denominator for basic
        earnings per share-
        weighted-average shares    32,032,737    31,941,579

     Effect of dilutive
       securities-stock options       223,458       147,286
                                   ----------    ----------
     Denominator for diluted
       earnings per share-
       adjusted weighted-average
       shares                      32,256,195    32,088,865
                                   ==========    ==========

     Basic earnings per share      $     0.10    $     0.08
                                   ==========    ==========

     Diluted earnings per share    $     0.10    $     0.08
                                   ==========    ==========


Note 5 - Loan Modification and Forbearance Agreement
----------------------------------------------------

     On  June  30,  1999,  a note receivable  in  the  amount  of
$1,500,000 matured without payment.  On July 13, 1999, the  maker
of  the  note  entered into a Loan Modification  and  Forbearance
Agreement  with  the  Company, under which  the  maker  paid  the
Company  $900,000  against the note, which payment  was  used  to
satisfy  approximately $300,000 of accrued and  unpaid  interest,
and  approximately $600,000 of unpaid principal.  Under the terms
of  the  agreement,  the  maker was to  satisfy  the  approximate
$900,000  remaining  principal balance, with interest,  in  three
equal consecutive monthly installments, with full payment of  the
note  to be made by September 30, 1999.   The first of the  three
monthly  installments was received on August 2, 1999.  On  August
9,  1999,  the  maker of the note accelerated the  terms  of  the
agreement  and paid the remaining principal and interest  due  on
the loan.

Note 6- Contingencies
---------------------

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

                                -8-

Assurances cannot be given that disciplinary action will  not  be
commenced  or  that  licenses will be renewed.   The  Company  is
unable  at  this stage to determine the likely outcome  of  these
gaming regulatory investigations or estimate the amount or  range
of potential loss, if any.

      In  June,  1999,  the  Coushatta Tribe  of  Louisiana  (the
"Tribe") informed the Company of the Tribe's intention to file  a
civil  suit.  The allegation of this threatened civil  action  is
the  Company's wrongful attempt to prevent the Tribe from opening
its  land-based casino in Louisiana in 1993 and 1994 through  the
Company's  association with Edwin Edwards,  Stephen  Edwards  and
Richard D. Shetler.  In the opinion of management, based upon the
advice of counsel, the Company has committed no wrongdoings,  has
valid  defenses,  and will vigorously defend against  any  claims
advanced  by the Tribe.  The Company is unable at this  stage  to
determine  the likely outcome of this threatened civil action  or
estimate the amount or range of potential loss, if any.

                                -9-

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

       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  also  owns  and  operates  a   harness
horseracing  track  in Paducah, Kentucky.  The  Company's  fiscal
year  ends  on March 31st.  Certain reclassifications  have  been
made  to the financial highlights previously presented to conform
to current classifications.    References to the first quarter of
fiscal  2000  or fiscal 1999, mean the three month periods  ended
June 30, 1999, and June 30, 1998, respectively.

      In  February, 1999, the Company entered into  a  definitive
agreement  and  plan  of  merger with Jackpot  Enterprises,  Inc.
("Jackpot").   Pursuant  to the terms of the  agreement,  Jackpot
will acquire the Company for $8.25 per share, consisting of $6.75
per share in cash and $1.50 in Jackpot's common stock, subject to
adjustment  under certain circumstances, for each  share  of  the
Company's outstanding common stock.  The completion of the merger
is  subject to a number of conditions, including approval by  the
stockholders   of  both  companies,  receipt  of  all   necessary
regulatory  approvals (including the approvals of  the  Illinois,
Louisiana,  Missouri  and Kentucky gaming  authorities)  and  the
financing  of  the  transaction.   A  special  meeting   of   the
stockholders  of  the Company for the purpose  of  approving  the
merger  with  Jackpot  and  adopting  the  merger  agreement   is
scheduled to be held on September 14, 1999.

Results of Operations

Comparison of Operating Results for the Three-Month Periods Ended
June 30, 1999 and 1998

Financial Highlights
                              For the Three Months
                                 Ended June 30,
                            -----------------------
                                                         % Increase/
                               1999         1998           Decrease
                            ----------   ----------      -----------
                             (dollars in thousands,
                             except per share data)
Casino Revenues
   Metropolis               $   21,061   $   19,684          7.0
   Lake Charles                 33,988       36,265         (6.3)
   Maryland Heights             25,206       21,075         19.6
                            ----------   ----------      -----------
                            $   80,255   $   77,024          4.2
                            ----------   ----------      -----------

Total Revenues
   Metropolis               $   21,796   $   20,473          6.5
   Lake Charles                 35,817       38,904         (7.9)
   Maryland Heights             26,240       21,991         19.3
   Other                           197          197            -
                            ----------   ----------      -----------
                            $   84,050   $   81,565          3.0
                            ----------   ----------      -----------

Operating Income (Loss)
   Metropolis               $    5,410   $    4,888         10.7
   Lake Charles                  5,575        7,005        (20.4)
   Maryland Heights (a)          3,365          847        297.3
   Corporate and other          (4,169)      (3,099)       (34.5)
                            ----------   ----------      -----------
                            $   10,181   $    9,641          5.6
                            ----------   ----------      -----------

Other Information
   Depreciation and
    amortization (b)        $    4,871   $    4,936         (1.3)
   Interest expense (net)   $    4,887   $    5,641        (13.4)
   Net income               $    3,097   $    2,440         26.9
   Earnings per share
    assuming dilution       $     0.10   $     0.08         25.0

                                -10-


                              For the Three Months
                                 Ended June 30,
                            -----------------------
                                                         % Increase/
                               1999         1998         Decrease(c)
                            ----------   ----------      -----------
                             (dollars in thousands,
                             except per share data)


Operating Margin (operating
income/total revenues)
   Metropolis                  24.8%        23.9%          .9  pts
   Lake Charles                15.6%        18.0%        (2.4) pts
   Maryland Heights            12.8%         3.9%         8.9  pts
   Consolidated                12.1%        11.8%          .3  pts

(a)   Amount  includes the Company's 50% share  of  the  Maryland
  Heights   joint   venture  operating  losses,   which   include
  depreciation  and  amortization.  Such joint venture  operating
  losses were $2.7 million for each of the three months ended June
  30, 1999 and 1998.

(b)   Amount excludes the Company's share of the Maryland Heights
  joint venture depreciation and amortization of approximately $1.2
  million and $1.1 million for the three months ended June 30, 1999
  and 1998, respectively,  which are included in the joint venture
  operating losses as shown above.

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

     Increases   in   casino   revenues  and   operating   income
experienced  during the first quarter of fiscal 2000 as  compared
to  the  first quarter of fiscal 1999 were primarily attributable
to  the  Company's Maryland Heights facility.  Increases at  this
facility are due to the continued growth in the St. Louis  gaming
market.   Slot  revenue was the primary driver for these  revenue
increases.   The  Maryland Heights facility  added  approximately
150 slot machines during the first quarter of fiscal 2000.

     The  Company's Metropolis facility also experienced improved
results  quarter-over-quarter. A reconfiguration  of  the  gaming
floor  plus  the  introduction of new  slot  product  during  the
quarter  contributed to the 10.9% increase  in  slot  revenue  at
this  facility.   On  June  25, 1999, the  Governor  of  Illinois
signed  a bill into law allowing dockside gaming for all Illinois
casinos.    The  Metropolis  facility commenced  dockside  gaming
operations on June 26, 1999.

     Casino  revenues  and operating income at the  Lake  Charles
facility  were  negatively impacted during the first  quarter  of
fiscal  2000 by disruption associated with the demolition of  the
former  Players Hotel and the construction of a 250-space surface
parking  lot on the former hotel site.  In addition, the facility
continued   to  be  affected  by  Interstate  10  ("I-10")   road
construction.  While the road construction has moved east of  the
facility,  signage  in  the area encourages  both  eastbound  and
westbound  travelers to follow alternate routes.   Thus,  traffic
flow  and access to the property continue to be impeded and  will
continue  to  be  through the end of this phase of  construction.
This  phase  of  construction is expected to be completed  during
October  1999.   As  a  result  of the  I-10  road  construction,
coupled  with  competitive  pressures,  operating  results  could
continue  to be negatively impacted through, and perhaps  beyond,
the construction period.

     Hotel  revenues decreased by approximately $500,000 quarter-
to-quarter  due  to  the  November 1998  closure  of  the  former
Players  Hotel  in Lake Charles.  The Company now  operates  only
one hotel.

     Corporate and other expenses increased in the first  quarter
of  fiscal  2000 as compared to the first quarter of fiscal  1999
by  approximately $1.1 million primarily due to a $750,000 charge
in  conjunction  with  an  executive  severance  arrangement  and
approximately   $500,000  in  merger  and  acquisition   expenses
related   to  the  Company's  anticipated  merger  with   Jackpot
Enterprises,  Inc.   This  was  partially  offset  by  legal  and
consulting expenses incurred during the first quarter  of  fiscal
1999    related   to   the   "boat-in-a-moat"   proceedings    of
approximately $250,000.

     Net interest expense decreased approximately $750,000 in the
first quarter of fiscal 2000 as compared to the first quarter  of
fiscal   1999,  primarily  due  to  reductions  in  the   amounts
outstanding under the Company's line of credit.

                                -11-


Additional Factors Affecting Future Operating Income

      On May 26, 1999, the Missouri Gaming Commission proposed  a
regulation  change that would eliminate the existing restrictions
on  boarding  times  on riverboat casinos in  the  state.   State
regulators voted on July 28, 1999 to test "open boarding" on  the
eastern  side  of  the  state, including the  Company's  Maryland
Heights  facility.  Effective August 16, 1999, the  Company  will
begin its 60-day test program allowing continuous boarding.

      A  bill  that  had  been  approved by  the  Missouri  State
Legislature that would have permitted gaming patrons to play slot
machines using credits received in exchange for currency inserted
into  slot  machine bill acceptors was vetoed by the Governor  of
Missouri in July, 1999.

Capital Resources and Liquidity

      During the three months ended June 30, 1999, cash generated
by operations was used to reduce the amount outstanding under the
Company's line of credit from $5 million as of March 31, 1999  to
$0  as  of  June  30,  1999.  In addition, the Company's  capital
expenditures for the quarter totaled approximately $5 million.

     On  June  30,  1999,  a note receivable  in  the  amount  of
$1,500,000 matured without payment.  On July 13, 1999, the  maker
of  the  note  entered into a Loan Modification  and  Forbearance
Agreement  with  the  Company, under which  the  maker  paid  the
Company  $900,000  against the note, which payment  was  used  to
satisfy  approximately $300,000 of accrued and  unpaid  interest,
and  approximately $600,000 of unpaid principal.  Under the terms
of  the  agreement,  the  maker was to  satisfy  the  approximate
$900,000  remaining  principal balance, with interest,  in  three
equal consecutive monthly installments, with full payment of  the
note  to be made by September 30, 1999.   The first of the  three
monthly  installments was received on August 2, 1999.  On  August
9,  1999,  the  maker of the note accelerated the  terms  of  the
agreement  and paid the remaining principal and interest  due  on
the loan.

Contingencies

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

Year 2000

      The "Year 2000" problem refers to the inability of computer
hardware, software, and embedded chips to recognize and  properly
process  data fields containing a two digit year.  As  a  result,
date sensitive systems may recognize dates using "00" as the year
1900  rather than the year 2000.  A system which is not Year 2000

                                -12-

compliant  would  not  be  able to correctly  process  date-based
information,  and  in  extreme  situations,  could  cause  entire
systems to be disabled.

     In its initiative to become Year 2000 compliant, the Company
has  conducted a comprehensive review of its hardware,  software,
systems  relying  on  embedded chips, and its vendor  affiliates.
For  purposes of this process, the Company identified five phases
in  its  Year  2000  Readiness  Plan,  which  include  awareness,
assessment,   renovation,   testing  and   implementation.    The
awareness  and  assessment phases have  been  completed  and  the
Company is now in the process of completing the upgrade cycle for
its  major  Information Technology, or IT, systems.  The  Company
does  not rely on internally developed, proprietary systems,  but
rather on "canned" software solutions purchased from third  party
vendors.    As   part  of  the  upgrade  process,   testing   and
implementation of new IT systems will be completed.  All critical
operating systems have been updated and deemed compliant with the
exception  of the Company's slot accounting system  at  its  Lake
Charles   facility.   The  Lake  Charles  facility  is  currently
installing  a new Year 2000 compliant slot accounting  system  as
part  of its planned change in operating platforms.  Installation
of this new system should be complete by August 31, 1999.

      A complete inventory and identification of embedded systems
and  vendor  affiliates  has  been  completed.   The  Company  is
currently in the process of testing its embedded systems for Year
2000  compliance and performing follow-up communication with  its
critical  vendors to assess their respective Year 2000 compliance
status.  The Company's current focus is on the testing phase  and
any  necessary renovation of assets identified as critical.   The
Company anticipates completing its testing as well as its overall
Year 2000 readiness by September 30, 1999.

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

      As  of  July  31, 1999, the Company had either expended  or
committed  approximately  $660,000 on its  Year  2000  compliance
efforts  and expects to expend no more than $1.0 million  in  the
aggregate.   Estimated  completion  dates  and  total  costs  are
reflective  of  management's  best  estimates;  however,   actual
results could differ.

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  approval   and
subsequent closing of the merger between the Company and Jackpot,
the  effects  of  competition,  the  resolution  of  pending   or
threatened  litigation  or  regulatory  proceedings,  I-10   road
construction  in Lake Charles, dockside gaming in Illinois,  Year
2000  compliance efforts and costs, future borrowing and  capital
costs,  plans  for  future expansion and  property  enhancements,
business development activities, capital expenditure programs and
requirements,  financing sources and the effects  of  legislation
and  regulation  (including possible gaming  legislation,  gaming
licensure  and  regulation,  state  and  local  regulation,   tax
regulation,  and  the potential for regulatory reform).   Forward
looking  statements can generally be identified  by  the  use  of
forward-looking  terminology  such as  "may",  "will",  "expect",
"intend",  "estimate", "believe", or "continue" or  the  negative
thereof  or  variations  thereon or  similar  terminology.   Such
forward-looking  information is based upon  management's  current
plans or expectations and is subject to a number of uncertainties

                                -13-

and   risks  that  could  significantly  affect  current   plans,
anticipated actions, and the Company's future financial condition
and   results  of  operations.   These  uncertainties  and  risks
include,  but are not limited to, those relating to the  approval
and  subsequent  closing of the merger between  the  Company  and
Jackpot,  conducting  operations in an  increasingly  competitive
environment,  changes  in  state  and  local  gaming   laws   and
regulations,  development and construction  activities,  leverage
and   debt   service  requirements  (including   sensitivity   to
fluctuation in interest rates), general economic conditions,  the
results  of various gaming regulatory authorities' investigations
as  to the Company's suitability for continued licensure, changes
in  federal  and state tax laws, the disruption to  Lake  Charles
operations  caused  by  road  construction,  dockside  gaming  in
Illinois,  Year 2000 compliance efforts and costs,  action  taken
under   applications  for  licenses  (including   renewals)   and
approvals under applicable laws and regulations (including gaming
laws  and regulations), and the legalization of gaming in certain
jurisdictions.   As  a  consequence, current  plans,  anticipated
actions,   and  future  financial  condition  and  results   from
operations may differ from those expressed in any forward-looking
statements  made by or on behalf of the Company and no  assurance
can be given that such statements will prove to be correct.

Item  3.   Quantitative and Qualitative Disclosure  About  Market
           Risk.
-----------------------------------------------------------------

           Not Applicable

                                -14-


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

Item 1.   Legal Proceedings.
----------------------------

Coushatta Tribe of Louisiana Threatened Action

      The  Company  received a letter from counsel purporting  to
represent  the  Coushatta Tribe of Louisiana and  threatening  to
file  on  July  15,  1999, a civil action alleging  restraint  of
trade,  unfair  trade practices and violations of  the  Racketeer
Influenced  Corrupt  Organizations Act  arising  out  of  alleged
attempts  by  the Company to prevent the Tribe from  opening  its
land-based  casino,  which opened in 1995.  The  draft  complaint
that was included with this letter seeks damages in the amount of
$30  million, plus treble damages and recovery of attorney's fees
and  costs.   As  of the date of this document, no complaint  has
been  filed.   If  a complaint is eventually filed,  the  Company
would vigorously defend the action.

Item 5.   Other Information.
----------------------------

           Effective  July  12,  1999, Howard  A.  Goldberg,  the
Company's  Acting  Chairman  of the Board,  President  and  Chief
Executive Officer resigned all of his positions with the Company,
pursuant  to  an agreement between Mr. Goldberg and the  Company.
John  Groom,  the  Company's Executive Vice President  and  Chief
Operating  Officer, was appointed President and  Chief  Executive
Officer   to   fill  the  vacancies  created  by  Mr.  Goldberg's
resignation.  Mr. Groom joined the Company in 1996 and  has  over
20  years  of  casino  management  experience.   Mr.  Groom  will
continue as Chief Operating Officer and a member of the Board  of
Directors.

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

Exhibits filed with this Form 10-Q:

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

10.1            Separation Agreement dated July 1, 1999, between
                Howard A. Goldberg and Players International, Inc.

27.0            Financial Data Schedule


Reports on Form 8-K filed during the quarter:

                None

                                -15-


                            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: August 11, 1999         By: /s/  Raymond A. Spera, Jr.
                                  -------------------------------
                                  Raymond A. Spera, Jr.
                                  Vice President, Chief Financial Officer,
                                  Treasurer and Secretary
                                  (Principal Financial Officer)

                                  -16-