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 September  30, 1998

                               or

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

          For  the transition period from _______________________
          to ______________________

             Commission file number         0-14897
                                

                            Players International, Inc.
     (Exact name of registrant as specified in its charter)
                                
        Nevada                                         95-4175832
(State or other  jurisdiction of incorporation  or  organization)
          (I.R.S. employer identification no.)

   1300 Atlantic  Ave.,  Suite 800            Atlantic  City,  NJ
                                                    08401
   (Address of principal executive offices)      (Zip code)

Registrant's    telephone    number,    including    area    code
          (609) 449-7777


 (Former name, former address and former fiscal year, if changed
                       since last report.)

      Indicate by check whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes   X       No


              APPLICABLE ONLY TO CORPORATE ISSUERS:
                                
     As of November 10, 1998, there were 31,949,237 shares of the
registrant's Common Stock outstanding, net of treasury stock.


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

Item 1. Financial Statements

     Condensed  Consolidated Balance Sheets as of September  30,
     1998 and March 31, 1998                                          3

     Condensed  Consolidated Statements of Operations for the
     Three and Six Months Ended September 30, 1998 and 1997           5

     Condensed Consolidated Statements of Cash Flows for the Six
     Months Ended September 30, 1998 and 1997                         6

     Notes to Condensed Consolidated Financial Statements             7

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

Item 3.Quantitative and Qualitative Disclosures About Market Risk    13


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                          14

Item 6.   Exhibits and Reports on Form 8-K                           17

          Signature                                                  18

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                2

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

                             ASSETS

                                           September    March
                                              30,         31,
                                             1998        1998
                                               (Unaudited)
                                           _____________________
CURRENT ASSETS:                                      
    Cash and cash equivalents               $21,736   $17,223
    Accounts receivable, net of allowance                  
       for doubtful accounts of
       $897 at September 30, 1998 and            
       $786 at March 31, 1998                 2,197     3,559
    Notes receivable                          1,500       -
    Inventories                               1,370     1,476
    Deferred income tax                       2,010     2,010
    Income taxes refundable                   2,156     6,580
    Prepaid expenses and other current                     
assets                                        2,731     2,285
                                           ________  ________
                                                           
           Total current assets              33,700    33,133
                                           ________  ________
                                                           
PROPERTY AND EQUIPMENT, net of                             
   accumulated depreciation
   and amortization of $53,326 at                         
   September 30, 1998 and
   $44,405 at March 31, 1998                232,378   237,478
                                           ________  ________
                                                                              
NOTES RECEIVABLE                                  -     1,500
                                           ________  ________
                                                           
INTANGIBLES, net of accumulated                            
   amortization of $4,054 at                                  
   September 30, 1998 and $3,572 at         
   March 31, 1998                            34,826    35,302
                                           ________  ________    
                                                           
INVESTMENT IN JOINT VENTURE                  94,154    96,587
                                           ________  ________
                                                           
OTHER ASSETS                                  5,331     5,587
                                           ________  ________
                                                           
TOTAL ASSETS                               $400,389  $409,587
                                           ========  ========
                               
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

                                                                        
                                            September   March     
                                               30,       31,
                                              1998      1998
                                              (Unaudited)
                                         ______________________
CURRENT LIABILITIES:                                 
    Current portion of long-term debt      $  1,574  $  2,008
    Accounts payable                          3,765     4,590
    Accrued liabilities                      31,580    28,832
    Other liabilities                         4,047     3,775
                                           ________  ________    
                                              
                                                           
           Total current liabilities         40,966    39,205
                                           ________  ________
                                                           
OTHER LONG-TERM LIABILITIES                  28,762    28,997
                                           ________  ________
                                                           
DEFERRED TAX LIABILITIES - LONG TERM          2,930     2,930
                                           ________  ________
                                                           
LONG-TERM DEBT, net of current portion      164,000   180,541
                                           ________  ________
                                                           
STOCKHOLDERS' EQUITY:                                      
   Preferred stock, no par value,                          
     Authorized- 10,000,000 shares,
      Issued- none                                -       -
   Common stock, $.005 par value,                          
     Authorized- 90,000,000 shares,
      Issued- 32,613,873 at September 30,                  
      1998 and 32,613,498 at March 31, 1998     163       163
   Additional paid-in capital               132,338   132,338
   Treasury stock, at cost; 672,100                        
      shares at September 30, 1998 and            
   March 31, 1998                            (7,294)   (7,294)
   Retained earnings                         38,524    32,707
                                            ________  ________
                                                           
              Total stockholders' equity    163,731   157,914
                                            ________  ________

                                                           
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                     $400,389  $409,587
                                           ========  ========

The accompanying notes are an integral part of these condensed
consolidated financial statements.
                                4
                                                           
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (dollars in thousands, except per share data)
                           (Unaudited)

                         For the Three Months For the Six Months
                         Ended September 30,  Ended September 30,
                            1998     1997        1998      1997
                         ____________________ ___________________
REVENUES:                                 
 Casino                  $  82,687 $78,379     $159,711 $154,166
 Food and beverage           2,586   2,773        5,096    6,959
 Hotel                         959     228        1,948    2,023
 Other                       1,021   1,180        2,063    3,594
                           _______ _______      _______  _______
                                                          
                            87,253  82,560      168,818  166,742
                           _______ _______      _______  _______
                                                           
COSTS AND EXPENSES:                                        
 Casino                     37,440  35,478       73,286   71,966
 Food and beverage           2,209   2,229        4,320    6,306
 Hotel                         445      90          842      761
 Other operating expenses   10,038  10,547       20,626   22,002
 Selling, general and       
  administrative            15,489  14,878       28,945   30,179
 Corporate administrative    
  expenses                   2,963   1,704        4,817    3,294
 Allocated amounts of   
  joint venture              2,718   2,903        5,439    6,154
 Depreciation and                                 
  amortization               4,992   5,331        9,928    9,935
                           _______ _______      _______  _______
                                                           
                            76,294  73,160      148,203  150,597
                           _______ _______      _______  _______
Income before other income                                 
(expense) and provision for                                 
income taxes                10,959   9,400       20,615   16,145
                           _______ _______      _______  _______
                                                           
OTHER INCOME (EXPENSE):                                    
 Interest income               220     225          280      237
 Other income, net            (233)      1         (248)     (18)
 Interest expense           (5,410) (6,139)     (11,111) (12,393)
                            _______ _______     ________ ________
                                                           
                            (5,423) (5,913)     (11,079) (12,174)
                            _______ _______     ________ ________
 Income before provision                                 
  for income taxes           5,536   3,487        9,536    3,971
                                                           
PROVISION FOR INCOME                                 
  TAXES                      2,159   1,367        3,719    1,558
                           _______ _______      _______  _______
                                                           
NET INCOME                 $ 3,377 $ 2,120      $ 5,817  $ 2,413
                           ======= =======      =======  =======
                                                           
EARNINGS PER COMMON AND                                    
COMMON SHARE EQUIVALENT
       Primary             $  0.11 $  0.07      $ 0.18   $  0.08
       Fully Diluted       $  0.11 $  0.07      $ 0.18   $  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 Six Months
                                              Ended September 30,
                                                 1998     1997
                                            ______________________
                                              
CASH FLOWS FROM OPERATING ACTIVITIES:                       
    Net income                               $ 5,817    $ 2,413
    Adjustments to reconcile net income to                  
      net cash provided by operating activities:                              
       Depreciation and amortization           9,928      9,935
       Joint venture depreciation and          
        amortization                           2,432      2,610
       Loss on disposition of property and      
        equipment                                270         91
       Other                                     318        258
    Changes in assets and liabilities:                      
        Accounts and notes receivable          1,044        746
        Inventories, prepaid expenses and     
         other current assets                  (340)      1,646
        Income taxes refundable                4,424     28,808
        Other assets                               6        137
        Accounts payable and accrued          
         liabilities                           1,923     (9,689)
        Other liabilities                         37      1,150
                                             _______    _______
                                                            
    Net cash provided by operating                          
     activities                               25,859     38,105
                                             _______    _______
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                       
    Net purchases of property and equipment   (4,217)   (12,916)
    Proceeds from disposal of property and       
     equipment                                    34      7,289
    Investment in joint venture                    -     (6,390)
                                              _______   ________

    Net cash used in investing activities     (4,183)   (12,017)
                                              _______   ________  

                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                       
    Proceeds from issuance of long-term       
     debt                                     10,000     19,000
    Repayments of long-term debt             (26,974)   (39,439)
    Debt issuance cost                          (190)      (266)
    Other                                          1        (20)
                                             ________   ________   
                                                            
    Net cash used in financing activities    (17,163)   (20,725)
                                             ________   ________   
                                                           
NET INCREASE IN CASH AND CASH EQUIVALENTS      4,513      5,363
                                                            
CASH AND CASH EQUIVALENTS AT BEGINNING OF                   
 PERIOD                                       17,223     20,567
                                             _______    _______   
                                                            
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $21,736    $25,930
                                             =======    =======

SUPPLEMENTAL CASH FLOW DISCLOSURE:                          
    Interest paid                            $10,815    $12,445
    Income taxes paid                          1,529          9
    Debt incurred to purchase equipment            -      3,905
    Note receivable on sale of Mesquite               
     property                                      -      1,500
                                
The accompanying notes are an integral part of these condensed
consolidated financial statements.

                                6
                                
Note 1 - Basis of Presentation

            The  accompanying  unaudited  condensed  consolidated
financial statements have been prepared pursuant to the rules and
regulations  of the Securities and Exchange Commission.   Certain
information  and  note disclosures normally  included  in  annual
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  those rules and regulations.  It is suggested  that
these  condensed  consolidated financial statements  be  read  in
conjunction  with the financial statements and the notes  thereto
included in the Company's Form 10-K for the year ended March  31,
1998.   In  the  opinion  of management, all  adjustments  (which
include normal recurring adjustments) necessary to present fairly
the  financial position, results of operations and cash flows  of
all periods presented have been made.

           The  results  of operations for the six  months  ended
September  30,  1998,  are  not  necessarily  indicative  of  the
operating results for the full year.

            Certain  reclassifications  have  been  made  to  the
financial  statements  as  previously  presented  to  conform  to
current classifications.

           Effective April 1, 1998, the Company adopted SFAS  No.
130,  "Reporting Comprehensive Income."  The objective  of   SFAS
130  is to report a measure of all changes in equity of a company
that  result from transactions and other economic events  of  the
period  other than transactions with stockholders.  Comprehensive
income  is  the total of net income and all other non-stockholder
changes  in  equity ("Other Comprehensive Income").  The  Company
had  no  Other Comprehensive Income for the three month  and  six
month periods ended September 30, 1998 and 1997.

Note 2 - Casino Revenues and Promotional Allowances

          Casino revenues are the net of gaming wins less losses.
Revenues  exclude  the  retail value of  complimentary  food  and
beverage,  hotel  accommodations and  other  items  furnished  to
customers,  which totaled approximately $5,927,000 and $5,775,000
and  $12,053,000  and $12,449,000 for the three  and  six  months
ended September 30, 1998 and 1997,  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 For the Six Months
                               Ended September 30, Ended September 30,
                                  (dollars in          (dollars in
                                   thousands)          thousands)
                               1998      1997        1998      1997
                            ____________________ ___________________
         Food and beverage   $ 4,345   $ 4,142     $ 8,593   $ 9,002
         Hotel and other         351       350         784       815
                             _______   _______     _______   _______
                             $ 4,696   $ 4,492     $ 9,377   $ 9,817
                             =======   =======     =======   =======

                                7
                                
Note 3 - Allocated Amounts of Joint Venture

     The  Company  owns a 50% interest in a casino  entertainment
facility  in  Maryland Heights, Missouri (the  "Joint  Venture").
The  investment in the Joint Venture is accounted for  using  the
equity method of accounting.

     Summary condensed financial information for the Joint
Venture is as follows:
     
                             For the Three Months    For the Six Months
                              Ended September 30,    Ended September 30,
                            (dollars in thousands) (dollars in thousands)
                                 1998     1997        1998      1997
                            ______________________ ______________________

      Net revenues             $ 5,217  $ 4,721     $10,131   $ 9,379
      Depreciation and
       amortization              2,524    2,597       4,852     5,214
      Net loss                   5,436    5,806      10,877    12,307

Note 4 - Earnings Per Share

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

                               For the Three          For the Six
                               Months Ended           Months Ended
                               September 30,          September 30,
                              1998      1997         1998         1997
                           ______________________  ____________________       
   Numerator:                                                 
      Net income           $3,377,000  $2,120,000  $5,817,000  $2,413,000
                                                              
   Denominator:                                               
   Denominator for basic                                    
   earnings per share-
   weighted-average shares 31,941,773  31,892,715  31,941,676  31,891,982
                                                            
   Effect of dilutive                                       
   securities-stock options   138,850      19,048     143,068      20,375
                           __________   _________  __________   _________
                                                              
   Denominator for diluted                                    
   earnings per share-
   adjusted weighted-
   average shares          32,080,623  31,911,763  32,084,744  31,912,357
                           ==========  ==========  ==========  ==========

   Basic earnings per share    $ 0.11      $ 0.07      $ 0.18      $ 0.08
                               ======      ======      ======      ======
                                                              
   Diluted earnings per share  $ 0.11      $ 0.07      $ 0.18      $ 0.08
                               ======      ======      ======      ======

                                     8   

Note 5 - Subsequent Events

      On  November  3, 1998, the voters of Missouri  approved  an
amendment   to  the  state's  constitution  that  (i)   expressly
authorizes  the provision of the Missouri Gaming Act  (permitting
gaming  facilities in artificial basins within 1,000 feet of  the
Mississippi  and Missouri Rivers) that was found unconstitutional
by  the  Missouri  Supreme  Court, and  (ii)  declares  that  the
facilities that were heretofore built in such artificial  basins,
including  the  Company's  facilities in  Maryland  Heights,  are
legally sanctioned.

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

Comparison of Operating Results for the Three-Month Periods Ended
September 30, 1998 and 1997

       The  Company  owns  and  operates  riverboat  gaming   and
entertainment facilities.  These include one riverboat casino  in
Metropolis,  Illinois (the "Metropolis Facility"), two  riverboat
casinos  in Lake Charles, Louisiana (the "Lake Charles Facility")
and   two  contiguous,  permanently  moored,  dockside  riverboat
casinos  in  Maryland  Heights, Missouri (the  "Maryland  Heights
Facility").  In addition, the Company owns a 50%  interest  in  a
casino entertainment facility in Maryland Heights, Missiouri (the
"Maryland Heights Joint Venture").  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 1999 or 1998, mean the three-month periods ended September 30,
1998, and September 30, 1997, respectively.

Results of Operations

Financial Highlights
                                                     %Increase/
Three months ended September 30,  1998        1997   (Decrease)
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                 $  20,545   $  21,032     (2.3)
   Lake Charles                  39,419      39,922     (1.3)     
   Maryland Heights              22,723      17,425     30.4
                              _________   _________     ____
                              $  82,687   $  78,379      5.5
                              =========   =========     ====                  
                                                            
Total Revenues                                              
   Metropolis                 $  21,317   $  21,916     (2.7)
   Lake Charles                  42,002      41,810      0.5
   Maryland Heights              23,633      18,638     26.8
   Other                            301         196     53.6
                              _________   _________     ____
                              $  87,253   $  82,560      5.7
                              =========   =========     ====
                                                            
Operating Income (Loss)                                     
   Metropolis                 $   4,501   $   6,211    (27.5)
   Lake Charles                   8,245       7,238     13.9
   Maryland Heights (a)           1,621      (1,749)   192.7
   Corporate, development,
    and other                    (3,408)     (2,300)   (48.1)
                              _________   _________     ____
                              $  10,959   $   9,400     16.6
                              =========   =========     ====
                                                            
   Depreciation and         
    amortization (b)          $   4,992   $   5,331     (6.4)
   Interest expense               5,410       6,139    (11.9)
   Net income                     3,377       2,120     59.3
   Earnings per share         
    assuming dilution         $    0.11   $    0.07     57.1                

Operating Margin (operating                                
income/total revenues)
   Metropolis                      21.1%      28.3%   (7.2)pts
   Lake Charles                    19.6%      17.3%     2.3pts
   Maryland Heights                 6.9%     (9.4)%    16.3pts
   Consolidated                    12.6%      11.4%     1.2pts

(a)  Amount includes the Company's 50% share of both the Maryland
  Heights Joint Venture operating losses and Maryland Heights Joint
  Venture depreciation and amortization.  In the second quarter of
  1999,  Player's share of the total loss from investment in  the
  Maryland  Heights Joint Venture was approximately $2.7 million,
  which  consisted of $1.4 million in operating losses  and  $1.3
  million in depreciation and amortization.  In the second quarter
  of 1998, Player's share of the total loss from investment in the
  Maryland  Heights Joint Venture was approximately $2.9 million,
  which  consisted of $1.6 million in operating losses  and  $1.3
  million in depreciation and amortization.
                                9

(b)  The second quarters of 1999 and 1998 do not include Player's
  share  of  the Maryland Heights Joint Venture depreciation  and
  amortization  of approximately $1.3 million and  $1.3  million,
  respectively.
                                
     The  5.5%  and  5.7%  net  increases  in  casino  and  total
revenues, respectively, in the second quarter of 1999 as compared
to  the second quarter of 1998, resulted from significant revenue
growth in the comparable periods at the Maryland Heights Facility
which opened on March 11, 1997. U.S. Interstate 10 road construction,
which began in August 1998, and severe tropical storms affected Lake
Charles revenues in September, 1998.

      The  Company's operating income increased 16.6% during  the
second quarter of 1999 as compared to the second quarter of 1998.
The  increase  was due to profitable performance at the  Maryland
Heights  Facility  as  compared to the loss  experienced  in  the
second quarter of 1998.  Substantial revenue growth coupled  with
continuing  cost  reductions were the  primary  reasons  for  the
Maryland  Height's  operating income growth.   Despite  increased
city  gaming  taxes  in  the current fiscal  year,  Lake  Charles
operating  margins increased during the comparable periods  as  a
result  of  expense  reduction efforts.   Operating  margins   in
Metropolis were affected by costs related to its summer marketing
strategy, general and administrative expense adjustments, and the
year-over-year increase in Illinois gaming taxes.

      Corporate, development, and other expenses increased  48.1%
during  the  second  quarter of 1999 as a  result  of  legal  and
consulting  costs  incurred  for  the  Missouri  "boat-in-a-moat"
referendum and certain shareholder value projects.

Interest Expense

      Interest  expense decreased 11.9% in the second quarter  of
1999  as compared to the second quarter of 1998 due to reductions
in the Company's bank borrowings and average borrowing rate.  The
lower  interest  rates are contained in a new $80  million,  five
year bank agreement that closed in March 1998.

Comparison of Operating Results for the Six-Month Periods Ended
September 30, 1998 and 1997

      References to the first half of 1999 or 1998 mean the  six-
month  periods ended September 30, 1998 and September  30,  1997,
respectively.

Results of Operations

Financial Highlights

                                                     %Increase/
Six months ended September 30,     1998       1997   (Decrease)
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                  $  40,230  $  39,757      1.2
   Lake Charles                   75,683     77,259     (2.0)
   Maryland Heights               43,798     32,712     33.9
   Mesquite                            -      4,438      n.m.
                               _________  _________     _____

                               $ 159,711  $ 154,166      3.6
                               =========  =========     =====              
Total Revenues                                              
   Metropolis                  $  41,790  $  41,420      0.9
   Lake Charles                   80,907     80,988     (0.1)
   Maryland Heights               45,623     35,220     29.5
   Mesquite                            -      8,700      n.m.
   Other                             498        414     20.3
                               _________  _________     ____
                               $ 168,818  $ 166,742      1.2
                               =========  =========     ==== 

                                 10

Operating Income (Loss)                                     
   Metropolis                  $   9,268  $  10,928    (15.2)
   Lake Charles                   15,093     14,091      7.1
   Maryland Heights (a)            2,278     (3,432)   166.4
   Mesquite                            -       (690)    n.m.
   Corporate, development,                                  
    and other                     (6,024)    (4,752)   (26.8)
                               _________  __________    ____
                               $  20,615  $  16,145     27.7
                               =========  ==========    ==== 
                                                            
   Depreciation and
    amortization (b)            $  9,928   $  9,935     (0.1)
   Interest expense               11,111     12,393    (10.3)
   Net income                      5,817      2,413    141.1
   Earnings per share
    assuming dilution          $    0.18  $    0.08    125.0

Operating Margin (operating                                 
 income/total revenue)
   Metropolis                      22.2%      26.4%    (4.2)pts
   Lake Charles                    18.7%      17.4%      1.3pts
   Maryland Heights                 5.0%     (9.7)%     14.7pts
   Mesquite                            -     (7.9)%      n.m.
   Consolidated                    12.2%       9.7%      2.5pts

(a)     Amount  includes  the Company's 50%  share  of  both  the
  Maryland  Heights Joint Venture operating losses  and  Maryland
  Heights  Joint Venture depreciation and amortization.   In  the
  first  half  of  1999, Player's share of the  total  loss  from
  investment   in   the  Maryland  Heights  Joint   Venture   was
  approximately $5.4 million which consisted of $3.0  million  in
  operating   losses   and  $2.4  million  in  depreciation   and
  amortization.  In the first half of 1998, Player's share of the
  total loss from investment in the Maryland Heights Joint Venture
  was approximately $6.2 million, which consisted of $3.6 million
  in  operating  losses  and  $2.6 million  in  depreciation  and
  amortization.

(b)   The  first  six  months of 1999 and  1998  do  not  include
  Player's share of the Maryland Heights Joint Venture depreciation
  and amortization of approximately $2.4 million and $2.6 million,
  respectively.

n.m. - not meaningful

     The  3.6%  and  1.2%  net  increases  in  casino  and  total
revenues, respectively, in the first half of 1999 as compared  to
the  first half of 1998, resulted from significant revenue growth
in  the comparable periods at the Maryland Heights Facility which
opened  on  March 11, 1997.  This increase more than  offset  the
absence of revenues from the Mesquite Facility which was sold  on
June  30,  1997.  Lower summer revenues in Metropolis,  and  U.S.
Interstate  10 road construction coupled with severe  weather  in
Lake  Charles  during the second quarter of 1999 kept  comparable
half-year revenues relatively flat at both locations.

     The  Company's operating income increased 27.7%  during  the
first  half of 1999 as compared to the first half of  1998.   The
increase  was  due  to  profitable performance  at  the  Maryland
Heights Facility as compared to the loss experienced in the first
half   of  1998.   Lake  Charles  results  benefited  from   cost
reductions  in the 1999 period as compared to the first  half  of
1998.   The  Metropolis Facility was affected by the increase  in
Illinois  gaming taxes and, in the second quarter of 1999,  costs
related  to  its  summer  marketing  strategy  and  general   and
administrative expense adjustments.

     Corporate, development, and other expenses, increased  26.8%
during the first half of 1999 as a result of legal and consulting
costs  incurred for the Missouri "boat-in-a-moat" referendum  and
certain shareholder value projects.

Interest Expense

      Interest expense decreased 10.3% in the first half of  1999
as  compared to the first half of 1998 due to reductions  in  the
Company's bank borrowings and average borrowing rate.  The  lower
interest rates are contained in a new $80 million, five year bank
agreement that closed in March, 1998.

                                11

Additional Factors Affecting Future Operating Income

      Road  construction began on U.S. Interstate 10 in front  of
the  Company's  Lake  Charles Facility in August,  1998,  and  is
scheduled  to  be  completed  no later  than  March,  1999.   The
construction  has resulted in lanes of U.S. Interstate  10  being
closed for periods of time, although the Company has been advised
that one Eastbound lane and one Westbound lane will always remain
open,  permitting access to and from the casino. The  Star
Riverboat  in  Lake Charles was  dry-docked on November 1, 1998,
for required hull inspection by the U.S. Coast Guard.
The Star returned to service on November 6, 1998.
These events will negatively impact the facility's results
during the third quarter of 1999 and the ongoing traffic delays
caused by road construction are expected to continue to adversely
impact  results during the remainder of the construction period.

Year 2000

     The "Year 2000" problem refers to the inability of computers
and  software  programs  to recognize and properly  process  data
fields  containing a two digit year.  A system which is not  Year
2000  compliant would not be able to correctly process date-based
information,  and  in  extreme  situations,  could  cause  entire
systems to be disabled.

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

     Embedded systems and vendor affiliates have been inventoried
and   criticality  has  been  assessed.   Manufacturers  of   the
Company's critical embedded systems are currently being contacted
to  identify compliance and questionnaires have been sent to each
facility's  critical vendor affiliates to identify each  vendor's
Year 2000 compliance status.

      Upon  completion  of the five phases described  above,  the
Company  expects  to  design a contingency plan  to  address  any
remaining  identified Year 2000 exposure.  As  of  September  30,
1998,  the Company had either expended or committed approximately
$400,000 and expects to expend no more than a total of $1 million
on its Year 2000 compliance efforts.

Capital Resources and Liquidity

      During  the  six  months  ended September  30,  1998,  cash
generated by operations was used to reduce bank borrowings.   The
Credit Facility's outstanding balance on March 31, 1998, June 30,
1998, and September 30, 1998 was $30 million, $26.5 million,  and
$14 million, respectively.
                                  12
Forward Looking Information

           Certain  information  included  in  this  section  and
elsewhere  in  this Quarterly Report on Form 10-Q  contains,  and
other  materials  filed or to be filed by the  Company  with  the
Securities  and  Exchange  Commission  (as  well  as  information
included in oral statements or other written statements  made  or
to  be  made by the Company) contain or will contain or  include,
forward-looking statements within the meaning of Section  21E  of
the  Securities and Exchange Act of 1934, as amended, and Section
27A  of  the  Securities Act of 1933, as amended.  Such  forward-
looking  statements address, among other things, the  effects  of
competition, the effects of riverboat hull  inspections,  I-10
road construction in Lake Charles, Year 2000 remediation efforts,
future  borrowing  and capital costs, plans for future  expansion
and   property  enhancements,  business  development  activities,
capital  expenditure programs and requirements, financing sources
and the effects of legislation and regulation (including possible
gaming  legislation, gaming licensure and regulation,  state  and
local   regulation,  tax  regulation,  and  the   potential   for
regulatory reform).  Forward looking statements can generally  be
identified  by  the  use of forward-looking terminology  such  as
"may",  "will",  "expect",  "intend", "estimate",  "believe",  or
"continue"  or  the  negative thereof or  variations  thereon  or
similar  terminology.  Such forward-looking information is  based
upon management's current plans or expectations and is subject to
a  number  of  uncertainties and risks that  could  significantly
affect  current  plans, anticipated actions,  and  the  Company's
future  financial  condition and results  of  operations.   These
uncertainties  and risks include, but are not limited  to,  those
relating  to conducting operations in an increasingly competitive
environment,  conducting  operations  at  a  newly  or   recently
developed site or in a jurisdiction for which gaming has recently
been  permitted,  changes  in state and  local  gaming  laws  and
regulations,  development and construction  activities,  leverage
and   debt   service  requirements  (including   sensitivity   to
fluctuation in interest rates), general economic conditions,
changes in federal and  state  tax  laws, the disruption to Lake
Charles  operations caused  by  road  construction, Year  2000
remediation  efforts, action taken under applications for licenses
(including renewals) and  approvals  under applicable laws and
regulations (including gaming  laws and regulations).  As a
consequence, current  plans, anticipated  actions, and future
financial condition and results from operations may differ from
those expressed in any  forward-looking statements made by or on
behalf of the  Company and no assurance  can  be given that such
statements will prove to be correct.

Item  3.   Quantitative and Qualitative Disclosure  About  Market
Risk.
                                   13

Not applicable.

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.
     
     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   been
consolidated with the Poulos and Ahern litigation.
     
     These  matters are 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 lawsuits  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 and Players Lake  Charles,  LLC,
subsidiaries  of  the  Company,   were  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 sewage and other  hazardous  and  toxic
substances  from  the  bilge  of the vessel  into  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 oysters.  The  oyster  fishermen  are
claiming  both compensatory and punitive damages.  The matter  is
in  the  early stages of litigation.  Several motions are pending
before  the court including a motion to dismiss the suit  in  its
entirety  for  failure to state a cause of  action.   A  separate
motion  is  currently  pending before the court  to  dismiss  the
claims  of twenty-eight (28) plaintiffs who have failed to comply
with  the  court's  discovery order.  The  Company  has  obtained
certain  discovery  in  connection with  motions  and  additional
discovery has been requested.  A motion to require plaintiffs  to
post  security  for taxable costs which may be  incurred  by  the
Company,  through its insurer, in connection with this litigation
is  also pending.  The Company intends to vigorously defend  this
action.
     
Ceola and Richard Morris v. Players Lake Charles, Inc., et al.
     
     Players Lake Charles, Inc. has been named as a defendant  in
a  claim in Louisiana State Court for personal injuries filed  by
Ceola  and Richard Morris.  The claim allegedly resulted  when  a
piece of fret-work aboard the Players Lake Charles Riverboat fell
from  the wall and allegedly hit Ms. Morris on the head.    Third
party  demands  and  cross claims have been filed  on  behalf  of
Players  against  Leevac Shipyards, who was responsible  for  the
construction  of the vessel, and its insurer, as  well  as  James
Carpet  & Drapery, who actually installed the fret work, and  its
insurer.   These  claims  arise  from  a  breach  of  workmanlike
performance  in  the construction of the vessel.  Plaintiffs  and
Players  have  agreed to a settlement.  In exchange  for  a  full
release  and  judgment of dismissal with prejudice, Players  will
pay  plaintiffs $100,000 plus $2,000 court costs.  The  Company's
primary  insurer  with  respect to  this  claim,  Anglo  American


                                14

Insurance Company Limited ("Anglo American"), has been placed  in
liquidation.  The Company continues to pursue its  claim  against
Anglo American.
     
W. Todd Akin, et al. v. Missouri Gaming Commission
     
     W.  Todd Akin et al. v. Missouri Gaming Commission was filed
in  the Circuit Court of Cole County, Missouri, in August of 1996
in  order to seek a judicial declaration that the Missouri Gaming
Act  is  unconstitutional  because,  allegedly  contrary  to  the
Missouri  Constitution, the Missouri Gaming  Act  permits  gaming
facilities (such as the Maryland Heights Facility) to be  located
upon artificial basins fed by the Missouri or Mississippi Rivers.
The   Company   and  Harrah's,  the  Missouri  Riverboat   Gaming
Association and the City of Maryland Heights intervened in  order
to  protect  their respective interests.  The statute  was  found
constitutional and the suit was dismissed in its entirety on  the
merits by the trial court in December, 1996.  That dismissal  was
appealed directly to the Missouri Supreme Court by the plaintiffs
in  January,  1997.  On November 25, 1997, the  Missouri  Supreme
Court ruled that gaming may occur only in artificial spaces  that
are  contiguous  to  the  surface  stream  of  the  Missouri  and
Mississippi Rivers.  The case was remanded to the trial court for
a factual determination as to whether those casino operators meet
this  requirement.  The plaintiffs dismissed their  case  against
the Company after this ruling but prior to a determination by the
trial court on this issue.  A number of Missouri gaming licensees
conduct   gaming   operations  directly  on  the   Missouri   and
Mississippi  rivers and thus these operators are not expected  to
be adversely affected by the implications of the Akin decision.
     
     On  November  3,  1998, the voters of Missouri  approved  an
amendment   to  the  state's  constitution  that  (i)   expressly
authorizes  the provision of the Missouri Gaming Act  (permitting
gaming  facilities in artificial basins within 1,000 feet of  the
Mississippi  and Missouri Rivers) that was found unconstitutional
by  the  Missouri  Supreme  Court, and  (ii)  declares  that  the
facilities that were heretofore built in such artificial  basins,
including  the  Company's  facilities in  Maryland  Heights,  are
legally   sanctioned.    At  this  time,  therefore,   based   on
discussions with Missouri legal counsel, management believes that
the   disciplinary   proceedings  before  the   Missouri   Gaming
Commission  hereinafter described will be withdrawn shortly,  and
that  the  suit by the Company and Harrah's seeking a declaratory
judgment  (also hereinafter described) will likewise be resolved,
thus  fully  resolving the issues created by the Supreme  Court's
decision in the Akin case.
     
Disciplinary Proceedings
     
     In  January,  1998, the Company was advised by the  Missouri
Gaming  Commission (the "Commission") that it  intended  to  take
disciplinary action against the licenses held by the  Company  in
Maryland  Heights  for failure to comply with  Missouri  law,  as
modified and interpreted in the Akin decision, and to revoke  the
Company's  licenses to conduct games of chance  at  the  Maryland
Heights  Facility.  In response to this, on January 9, 1998,  the
Company  (and certain other casino companies) sought and obtained
a  Preliminary Writ of Prohibition from the Circuit Court of Cole
County,   Missouri,  prohibiting  the  Commission   from   taking
disciplinary action against such companies.  On January 29, 1998,
following  hearings on the Petition for Writ of Prohibition,  the
Circuit  Court  of  Cole  County made  its  Preliminary  Writ  of
Prohibition   permanent,  holding  that  the  companies   had   a
constitutional  right to due process which was  violated  by  the
proposed  disciplinary actions of the Commission.  The Commission
appealed  that  decision granting a Writ of  Prohibition  to  the
Missouri  Supreme  Court.  On May 28, 1998, the Missouri  Supreme
Court reversed the decision of the Circuit Court and quashed  the
Writ  of  Prohibition issued against the Commission.   The  Court
found  that because the Commission presumptively had jurisdiction
to take disciplinary action against gaming facilities for failing
to  comply  with  state  law location  requirements,  a  Writ  of
Prohibition was an inappropriate remedy.  The Court held that the
companies' objections to jurisdiction and other components of the
proceedings  should be addressed to the Commission,  and  to  the
courts  of  appeal  should the companies not prevail  before  the
Commission.  The Court also held that the appeal was an effective
alternative  remedy at law because the Commission does  have  the
authority to stay any adverse decision pending the outcome of all
appeals,  thus rendering prohibition an inappropriate  remedy  in
the circumstances.
     
     On  June  18,  1998, the Commission issued  its  Preliminary
Orders  for Disciplinary Action to the gaming companies  affected
by  the Akin decision, including the Company.  On July 23,  1998,
the  Company  requested a hearing on the Preliminary  Orders  for
Disciplinary  Action,  which request stayed  the  effect  of  the
proposed Preliminary Orders indefinitely and entitled the Company
to  a  full  evidentiary hearing before the Commission's  Hearing
Officer.   There are five gaming companies in separate  locations
which received Preliminary Orders for Disciplinary Action and for
whom  hearings  must be conducted.  The Commission has  indicated

                                15

that  all  hearings  will be conducted prior to  any  recommended
decision being submitted to the Commission by its Hearing Officer
for  a  vote  of  the  Commission on  final  discipline  for  any
facility.   Hearings  are  anticipated  to  take  several  weeks.
Discovery  has  been  undertaken and it is anticipated  that  any
hearings  are  unlikely  to  commence prior  to  December,  1998.
Should  a  recommendation  adverse to the  Company  be  made  and
adopted  by the Commission after such hearings, the Company  will
seek  a stay of any discipline in order to appeal to the Missouri
Court  of  Appeals,  Western  District.   Appeals  of  this  type
ordinarily  take six months to one year from filing to  decision.
Further appeal from any adverse decision of the Missouri Court of
Appeals  may  then  be taken by transfer to the Missouri  Supreme
Court.
     
Declaratory Judgment Action
     
     Because   of  management's  belief  that  the  Company   was
entitled  to clarification of the uncertainty caused by the  Akin
decision    and   the   Commission's   and   Attorney   General's
interpretation of it, the Company and Harrah's filed suit  for  a
declaratory judgment in Circuit Court on January 22, 1998.   This
suit  seeks  a  declaration  that: (i) the  Company's  reasonable
reliance  upon  the  prior  approval of  the  Commission  of  its
location  prohibits adverse action by the Commission or  Attorney
General  against the Company on the basis of the subsequent  Akin
decision;  (ii)  the Company, if found not in compliance  to  any
extent,  must  be permitted a reasonable period  of  time  within
which  to  remedy any deficiency in its facilities to bring  them
into  compliance; and (iii) the Company is entitled to be  justly
compensated for any financial loss resulting from adverse actions
of  the  Commission  or the Attorney General in  enforcing  their
interpretation of the Akin decision.  On February 23,  1998,  the
Commission  filed a Motion to Dismiss the Petition  for  Lack  of
Ripeness and Failure to Exhaust Administrative Remedies. On April
13,  1998, the Circuit Court issued an order denying the  Motions
to  Dismiss  and  requiring an Answer to be  filed.   Defendants'
Answer  to  the  Petition was filed May 1, 1998, and  Plaintiff's
Discovery   commenced  with  Interrogatories  and  Requests   for
Production  of  Documents.  While this  case  involves  no  fixed
monetary sum, it will be diligently prosecuted by the Company  in
order  to obtain relief from the uncertainty created by the  Akin
decision.
     
     In  the  event  that, for whatever reason, the  disciplinary
proceedings  and the declaratory judgment suit are not  withdrawn
or dismissed as a result of the constitutional amendment approved
by  the  voters  on  November 3, 1998, the Company  continues  to
believe,  based  on discussions with Missouri counsel,  that  the
problem created by the Akin decision could be remedied by  either
(1) the legal and equitable defenses available to the Company  if
a  lawsuit  judgment  or  administrative sanction  based  on  the
Supreme  Court ruling were to be issued against the  Company,  or
(2)  remedial  action to the property.   If,  subsequent  to  any
judicial  or  administrative resolution of any of  the  foregoing
issues,  remediation  of  the  Maryland  Heights  property   were
considered,   management   would,  prior   to   undertaking   any
remediation, (i) consult with Harrah's concerning the alternative
means  by  which to remediate the property and the terms thereof,
including  whether  the  Company in such circumstances  would  be
contractually obligated to fund any remediation effort  and  (ii)
individually  evaluate whether the cost of remediation  would  be
justified  in  light  of  the projected  future  results  of  the
Company's   Maryland   Heights  operations.   Management   cannot
presently  provide  any  assurance as  to  whether  the  Maryland
Heights  Facility would be permitted to modify  the  facility  to
comply  with any such remediation order or whether the  Company's
legal  defenses, legislative or electoral alternatives  or  other
means  available would be successful to permit continued  use  of
the  facility without interruption.  Further, it is  unclear,  in
the  event of a determination of non-compliance, what penalty  or
monetary  obligation  or sanction, if any, including  a  possible
temporary or permanent closure, could be imposed on the  Maryland
Heights  Facility or the Company.  If the Company could  not,  or
chose  not  to,  remediate the property and it were  closed,  the
Company  would  incur a substantial write-down  in  asset  values
related  to  the  property  in addition  to  the  possibility  of
incurring  substantial losses related to any potential  shut-down
or  suspension  of  operations.  Such  negative  impacts  may  be
offset, in part, by certain tax benefits.

                                16

Item 6.   Exhibits and Reports on Form 8-K

Exhibits Filed with this Form 10-Q:

Exhibit No.    Exhibit Description

10.1      Amendment  to Peter J. Aranow Employment Agreement
            dated September 29, 1998
27.0      Financial Data Schedule


Reports on Form 8-K Filed During Quarter:
None

                                17
                                
                            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:  November 10, 1998            By:/s/ Peter J. Aranow
                                    ___________________________ 
                                    Peter J. Aranow
                                    Executive Vice President Finance,
                                    Chief Financial Officer,
                                    Treasurer  and  Secretary
                                    (Principal Financial Officer)

                                  18