PH06/159164.4
EXHIBIT 10.1
                                                                 
                            AMENDMENT
                                
                                
     THIS AMENDMENT, dated as of September 29, 1998, is between
Players International, Inc. (together with its successors or
assigns, the "Company") and Peter J. Aranow ("Executive").

                      W I T N E S S E T H:

     WHEREAS, the Company and Executive are parties to an
Employment Agreement dated as of August 1, 1996 (the "Employment
Agreement"), and the Company and Executive now wish to amend the
Employment Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable
consideration, the Company and Executive agree as follows:

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

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

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

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

                    (c)  Between January 1, 1999 and June 30,
          1999, if the Company commences or continues active
          negotiations with any party with respect to a potential
          Change in Control that has received active
          consideration by the Board prior to December 31, 1998,
          Executive and the Company will mutually agree as to the
          time, if any, that Executive will devote to such
          negotiations and the compensation that Executive will
          receive for his services.

3.        Paragraph 9(c) is amended in its entirety to read as
follows:

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

                    (i)  unpaid Base Compensation earned or
               accrued through his date of termination and:

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

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


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

                    (iii)     any performance or special
               incentive bonus earned but not yet paid; if
               Executive's employment terminates by reason of
               expiration of this Agreement on the Expiration
               Date set forth in Paragraph 2, Executive shall
               receive pursuant to this Paragraph (iii) a lump
               sum cash payment upon termination of employment
               equal to a pro rata portion (based on the portion
               of the fiscal year completed as of the date of
               Executive's termination of employment) of the
               target annual performance bonus in effect for
               Executive for the fiscal year in which Executive's
               termination of employment occurs, and if
               Executive's employment terminates on January 1,
               1999, such payment shall be made on or before
               December 31, 1998.

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

                    (v)  the immediate vesting of all stock
               options previously granted to Executive,
               notwithstanding the terms of any such grant to the
               contrary, with the ability to exercise any such
               options for 12 months following the date of
               termination or, if there is a Pre-July 1999
               Agreement, as hereinafter defined, for such longer
               period as is provided in Section 9(d) hereof, but
               in no event after the fifth anniversary of the
               date of grant or, in the case of the November 19,
               1997 option grant (the "1997 Option"), the tenth
               anniversary of the date of grant; provided,
               however, that the foregoing shall not apply to the
               Non-Qualified Stock Option and Stock Appreciation
               Right granted to Executive on September 19, 1996
               (the "1996 Option and SAR"); the 1996 Option and
               SAR shall remain outstanding through June 30, 1999
               or, if later, for six months after Executive's
               termination of employment (but not after September
               18, 2001), and if there is a Pre-July 1999
               Agreement and a Change in Control is thereafter
               consummated, the 1996 Option and SAR shall remain
               outstanding (but not beyond September 18, 2001)
               pending the occurrence of a Change in Control, and
               the provisions of Paragraph 9(d) shall apply;

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

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

                    If Executive's employment terminates by
          reason of expiration of this Agreement pursuant to
          Paragraph 9(c) and the Company has theretofore entered,
          or thereafter enters, into an agreement on or before
          June 30, 1999 to effect a Change in Control transaction
          which received active consideration by the Board before
          December 31, 1998 (a "Pre-July 1999 Agreement"), the
          consummation of the Change in Control shall be
          considered a "Termination Upon a Change in Control" for
          purposes of this Agreement, and Executive shall be
          entitled to receive the payments and benefits described
          in this Paragraph 9(d) upon the Change in Control.  The
          payments and benefits described in this Paragraph 9(d)
          shall be provided promptly following the consummation
          of the Change in Control and, unless otherwise agreed
          by the parties in writing, shall be determined by
          reference to the benefit that would have been paid
          assuming a Termination Upon a Change in Control had
          occurred on January 1, 1999.  Any amounts previously
          paid to Executive upon his termination of employment
          under Paragraph 9(c) shall be credited against the
          payments to be made under this Paragraph 9(d).  For
          purposes of subparagraph (v) above, all of Executive's
          outstanding stock options which have not theretofore
          become vested (including the 1996 Option and SAR)
          shall, notwithstanding any provision of the option
          agreements to the contrary, continue in effect and
          become fully vested upon the Change in Control, and
          Executive shall have the ability to exercise his
          outstanding stock options until the date that is 12
          months following the Change in Control, but in no event
          shall the options remain in effect after the fifth
          anniversary of the date of grant or, in the case of the
          1997 Option, the tenth anniversary of the date of
          grant.

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



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

                              PLAYERS INTERNATIONAL, INC.



                              Howard A. Goldberg
                              Chief Executive Officer



                              Peter J. Aranow