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, 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 November 12, 1999, there were 32,100,237 shares of the
registrant's Common Stock outstanding, net of treasury stock.

                                -1-


          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES

                              INDEX


PART I -  FINANCIAL INFORMATION
                                                                PAGE

Item 1.   Financial Statements

     Condensed Consolidated Balance Sheets as of September 30,
     1999 and March 31, 1999                                       3

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

     Condensed Consolidated Statements of Cash Flows for the Six
     Months Ended September 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                          11

Item 3.Quantitative and Qualitative Disclosures About Market Risk 18

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                         19

Item 6. Exhibits and Reports on Form 8-K                          19

        Signature                                                 20

                                -2-


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

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


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

                             ASSETS
                             ------

                                           September   March
                                              30,       31,
                                             1999      1999
                                           ---------  --------
                                          (Unaudited)
Current assets:
    Cash and cash equivalents               $ 35,329  $ 25,687
    Accounts receivable, net of allowance
     for doubtful accounts of
     $392 at September 30, 1999 and
     $461 at March 31, 1999                   1,579      1,882
    Notes receivable                              -      1,500
    Inventories                               1,283      1,164
    Deferred income tax                       3,281      3,281
    Prepaid expenses and other current
     assets                                   4,536      2,715
                                           --------    -------

           Total current assets              46,008     36,229
                                           --------    -------

Property and equipment, net of
 accumulated depreciation and
 amortization of $68,759 at
 September 30, 1999 and $59,846
 at March 31, 1999                          223,000    222,437
                                           --------   --------

Intangibles, net of accumulated
 amortization of $5,023 at
 September 30, 1999 and $4,535 at
 March 31, 1999                              34,180     34,344
                                           --------   --------

Investment in joint venture                  88,586     91,034

Other assets                                  4,660      5,091
                                           --------   --------

Total assets                               $396,434   $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
              ------------------------------------

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

Current liabilities:
    Current portion of long-term debt    $        -  $     541
    Accounts payable                          4,451      3,627
    Accrued liabilities                      32,475     31,197
    Other liabilities                        32,223     19,555
                                         ----------  ---------

           Total current liabilities         69,149     54,920
                                         ----------  ---------

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

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

Other long-term liabilities                  16,138     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- 32,772,337 at September 30, 1999
   and 32,704,837 at March 31, 1999             164        163
   Additional paid-in capital               133,033    132,666
   Treasury stock, at cost; 672,100 shares  (7,294)    (7,294)
   Retained earnings                         32,285     34,277
                                           --------  ---------

              Total stockholders' equity    158,188    159,812
                                           --------  ---------

Total liabilities and stockholders' equity $396,434   $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    For the Six Months
                          Ended September 30,    Ended September 30,
                             1999      1998         1999      1998
                             ----      ----         ----      ----
Revenues:
  Casino                   $ 83,494 $ 82,687      $163,749  $159,711
  Food and beverage           2,392    2,586         4,734     5,096
  Hotel                         469      959           963     1,948
  Other                       1,386    1,021         2,345     2,063
                            ------- --------      --------  --------
                             87,741   87,253       171,791   168,818
                            ------- --------      --------  --------

Costs and expenses:
  Casino                     37,464   36,942        73,050    72,305
  Food and beverage           1,943    2,209         3,916     4,320
  Hotel                         192      445           392       842
  Other operating expenses   10,711   10,271        20,734    20,874
  Selling, general and
   administrative            15,431   15,489        30,200    28,945
  Corporate and other non-
   operating costs            3,421    3,461         7,199     5,798
  Allocated amounts of
   joint venture              2,673    2,718         5,342     5,439
  Jackpot termination fee    13,500        -        13,500         -
  Depreciation and
   amortization               4,967    4,992         9,838     9,928
                            ------- --------      --------  --------
                             90,302   76,527       164,171   148,451
                            ------- --------      --------  --------

Income before other income
 (expense) and provision for
 income taxes               (2,561)   10,726         7,620    20,367

Other income (expense):
  Interest income               162      220           251       280
  Interest expense          (4,883)  (5,410)       (9,859)  (11,111)
                            -------  -------       -------  --------
                            (4,721)  (5,190)       (9,608)  (10,831)
                            -------  -------       -------  --------

Income (loss) before
 provision (benefit) for
 income taxes               (7,282)    5,536       (1,988)     9,536

Provision (benefit) for
 income taxes               (2,193)    2,159             4     3,719
                          --------- --------     ---------  --------

Net income (loss)         $ (5,089) $  3,377     $ (1,992)  $  5,817
                          ========= ========     =========  ========

Earnings (loss) per
 common share
 Basic and diluted        $  (0.16) $   0.11     $  (0.06)  $   0.18

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,
                                               1999      1998
                                               ----      ----

Cash flows from operating activities:
  Net (loss) income                       $ (1,992)    $ 5,817
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation and amortization              9,838      9,928
   Equity in allocated amounts of joint
    venture                                   2,432      2,432
   Loss on disposition of property and
    equipment                                    43        270
   Other                                       (69)        318
Changes in assets and liabilities:
   Accounts and notes receivable              1,873      1,044
   Inventories, prepaid expenses and
    other assets                              (583)      (334)
   Income taxes                             (1,372)      4,424
   Accounts payable and accrued
    liabilities
   Other liabilities                          2,182      1,923
                                             12,300         37
                                           --------    -------

    Net cash provided by operating
      activities                             24,652     25,859
                                           --------    -------

Cash flows from investing activities:
    Purchases of property and equipment    (10,620)    (4,217)
    Proceeds from disposal of property and
     equipment                                  785         34
                                           --------    -------

    Net cash used in investing activities   (9,835)    (4,183)
                                           --------    -------

Cash flows from financing activities:
    Proceeds from issuance of long-term
     debt                                     5,000     10,000
    Repayments of long-term debt           (10,541)   (26,974)
    Exercise of stock options                   366          -
    Debt issuance costs                           -      (190)
    Other                                         -          1
                                           --------  ---------

    Net cash used in financing activities    (5,175)  (17,163)
                                           ---------  --------

Net increase in cash and cash equivalents      9,642     4,513

Cash and cash equivalents at beginning of
period                                        25,687    17,223
                                           ---------   -------

Cash and cash equivalents at end of period  $ 35,329  $ 21,736
                                           =========  ========

Supplemental cash flow disclosure:
    Interest paid                           $ 10,067  $ 10,815
    Income taxes paid                       $  2,450  $  1,529

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,
1999.   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,  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 - Agreement and Plan of Merger
-------------------------------------

      On  August 19, 1999, the Company entered into an  Agreement
and  Plan  of Merger with Harrah's Entertainment, Inc.   Pursuant
to  the terms of the merger agreement, the Company's stockholders
will  receive  $8.50  in cash per share of the  Company's  common
stock.     The  execution  of  the  definitive  merger  agreement
followed   the  termination  of  the  previously  signed   merger
agreement between the Company and Jackpot Enterprises, Inc. after
the  Company's  Board of Directors determined that  the  Harrah's
offer constituted a superior proposal to the Jackpot offer.   The
$13.5  million  termination  fee which  was  required  under  the
Jackpot  merger  agreement was paid to  Jackpot  by  Harrah's  on
August  19, 1999 and was recorded as a charge to earnings  during
the quarter ending September 30, 1999 (See Note 6 - Contingencies-
Jackpot   Termination  Fee).  The  stockholders  of  the  Company
approved  the  merger with Harrah's at a special meeting  of  the
stockholders held on October 28, 1999.  Approximately 81% of  the
Company's issued and outstanding shares were represented  at  the
meeting and more than 99% of those shares were voted in favor  of
the merger.  The completion of the merger is still subject to the
receipt of regulatory approvals, including the approvals  of  the
Illinois,  Louisiana, Missouri and Kentucky  gaming  authorities.
After  the  special  meeting, the Company and  Harrah's  mutually
agreed  to  extend the date by which the merger must be completed
from October 31, 1999 to January 31, 2000, as contemplated in the
merger  agreement.  Closing is anticipated around the end of  the
calendar year.

Note 3 - 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 $6.2  million  and  $5.9
million and $12.0 million and $12.1 million for the three and six
months ended September 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   For the Six Months
                                Ended September 30,  Ended September 30,
                                   (dollars in          (dollars in
                                   thousands)           thousands)
                                   1999     1998      1999      1998
                                   ----     ----      ----      ----
         Food and beverage       $ 4,268  $ 4,345   $ 8,238  $ 8,593
         Other                       435      351       849      784
                                 -------  -------   -------  -------
                                 $ 4,703  $ 4,696   $ 9,087  $ 9,377
                                 =======  =======   =======  =======

                                 -7-

Note 4 - 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,   September 30,
                              (dollars in thousands)(dollars in thousands)
                                    1999      1998     1999      1998
                                    ----      ----     ----      ----
         Net revenues             $ 5,588  $ 5,217    $11,133  $10,131
         Depreciation and
          amortization            $ 2,488  $ 2,524    $ 4,864  $ 4,852
         Net loss                 $ 5,346  $ 5,436    $10,684  $10,877

Note 5 - Earnings Per Share
----------------------------

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

                         For the Three Months    For the Six Months
                          Ended September 30,    Ended September 30,
                             1999      1998        1999        1998
                             ----      ----        ----        ----

   Numerator:
      Net income (loss) $(5,089,000) $3,377,000 $(1,992,000)$ 5,817,000

   Denominator:
     Denominator for basic
      earnings per share-
      weighted-average
      shares              32,064,286 31,941,737  32,048,511  31,941,640

   Effect of dilutive
      securities-stock
      options                      -    138,850           -     143,068
                        ------------ ----------  ----------  ----------

   Denominator for diluted
      earnings per share-
      adjusted weighted-
      average shares      32,064,286 32,080,587  32,048,511  32,084,708
                         =========== ==========  ==========  ==========
   Basic earnings (loss)
      per share           $   (0.16) $     0.11  $   (0.06)  $     0.18
                          ========== ==========  ==========  ==========
   Diluted earnings (loss)
      per share           $   (0.16) $     0.11  $   (0.06)  $     0.18
                          ========== ==========  ==========  ==========

Note 6 - Contingencies
----------------------
      The  Company and its subsidiaries are defendants in certain
litigation.  In the opinion of management, based upon the  advice
of  counsel, the aggregate liability, if any, arising  from  such
other  litigation will not have a material adverse effect on  the
accompanying condensed consolidated financial statements.

Louisiana Investigation

      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

                                -8-

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.

      On  August  17,  1999, the Louisiana Gaming  Control  Board
received  and  made  public  a report  by  the  Riverboat  Gaming
Division   of   the   Louisiana  State  Police   concerning   the
investigation  of  the Company in relation  to  the  Shetler  and
Edwards cases.  The report alleges, among other things, that  the
Company   did  not  report  certain  matters  to  the   Louisiana
regulatory authorities and that these actions may provide grounds
for the Louisiana Gaming Control Board to not renew the Company's
licenses  or  to  impose  sanctions as  a  condition  of  license
renewal.   The Louisiana Gaming Control Board took no  action  on
the  report, but a hearing has been scheduled for December 1  and
2,  1999.   The  Louisiana Gaming Control Board has conditionally
renewed  the  Company's two licenses, pending the  outcome  of  a
hearing on the report.

           Assurances  cannot  be given that disciplinary  action
will not be commenced or that the 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.

Coushatta Tribe of Louisiana Threatened Civil Action

           In  June, 1999, the Coushatta Tribe of Louisiana  (the
"Tribe") informed the Company of the Tribe's intention to file  a
civil suit.  In this threatened civil action, it is alleged  that
the  Company  wrongfully  attempted to  prevent  the  Tribe  from
opening its land-based casino in Louisiana in 1993 and 1994.   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  if  this
threatened civil action will ever be filed, or if it is filed, to
estimate the amount or range of potential loss, if any.

State of Louisiana Sales and Use Tax Assessment

      The  Company has received Notices of Proposed Tax Due  from
the  State of Louisiana, Department of Revenue asserting  amounts
due  for Louisiana General Sales Tax, Louisiana Recovery District
Tax,  and  Louisiana Tourism Promotion District Tax.   The  total
amount   assessed   is  approximately  $4.3  million,   including
approximately $1.5 million in interest.  The majority of the  tax
due  relates  to the construction of the entertainment  barge  in
Lake  Charles.   The  Company believes that this  barge  and  the
materials  that  became component parts of the barge  are  exempt
from  sales  and use tax in Louisiana.  In addition, pursuant  to
the  terms  of a certain Mutual Receipt, Release and  Subrogation
Agreement,  certain third parties agreed to indemnify and  defend
the  Company against such tax liability.  The Company intends  to
vigorously enforce such rights of indemnification, if necessary.

Jackpot Termination Fee

      As discussed in Note 2 above, the $13.5 million termination
fee  required  under  the Jackpot merger agreement  was  paid  to
Jackpot  by  Harrah's.  The Company must reimburse  Harrah's  the
entire fee in the following circumstances:

     if Harrah's terminates the merger agreement in the event the
  Company's  board withdraws its recommendation of  the  Harrah's
  transaction or recommends an alternative transaction;

     if  Harrah's  terminates  the  merger  agreement  after  the
  Company receives a superior proposal from a third party;

                                -9-

     if Harrah's terminates the merger agreement in the event  of
  a material breach of the agreement by the Company; or

     if Harrah's terminates the merger agreement in the event  of
  the revocation of the Company's gaming license in Louisiana  or
  the  imposition of a materially adverse fine in connection with
  the Shetler-Edwards matter.

     This  reimbursement would be in addition to the  payment  of
the   $13.5   million  termination  fee  to   Harrah's   in   the
circumstances specified in the merger agreement.

      The  Company  must reimburse Harrah's for  half  the  $13.5
million  termination  fee  paid by Harrah's  to  Jackpot  if  the
expiration date passes and either party chooses to terminate  the
merger  agreement, or if completion of the merger is  permanently
prohibited by a court or governmental entity.

Open Boarding - Illinois

     A  challenge has been mounted to the recent amendment to the
Illinois  law  that allows for open boarding at  Illinois  gaming
facilities and also allows an existing licensee to own more  than
10%  of  a  second  Illinois  owner's  license.   This  amendment
contains an "unseverability" provision, meaning that if  any  one
portion of the amendment is determined to be invalid, the  entire
amendment  is deemed invalid.  The Company is unable to determine
at  this  stage  whether the pendency of this  challenge  to  the
recent  Illinois amendment will affect the receipt of  regulatory
approval  needed from Illinois gaming authorities for the  merger
with  Harrah's, as presently contemplated.  In addition,  if  the
amendment  is  deemed  invalid  and  open  boarding  ceases,  the
financial  performance  at  the  Metropolis  facility  could   be
negatively impacted.

                                -10-

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 dockside  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.

      On  August 19, 1999, the Company entered into an  Agreement
and  Plan  of Merger with Harrah's Entertainment, Inc.   Pursuant
to  the terms of the merger agreement, the Company's stockholders
will  receive  $8.50  in cash per share of the  Company's  common
stock.     The  execution  of  the  definitive  merger  agreement
followed   the  termination  of  the  previously  signed   merger
agreement between the Company and Jackpot Enterprises, Inc. after
the  Company's  Board of Directors determined that  the  Harrah's
offer constituted a superior proposal to the Jackpot offer.   The
$13.5  million  termination  fee which  was  required  under  the
Jackpot  merger  agreement was paid to Jackpot by  Harrah's.  The
stockholders of the Company approved the merger with Harrah's  at
a  special meeting of the stockholders held on October 28,  1999.
Approximately 81% of the Company's issued and outstanding  shares
were represented at the meeting and more than 99% of those shares
were  voted in favor of the merger.  The completion of the merger
is   still  subject  to  the  receipt  of  regulatory  approvals,
including the approvals of the Illinois, Louisiana, Missouri  and
Kentucky  gaming  authorities. After  the  special  meeting,  the
Company and Harrah's mutually agreed to extend the date by  which
the merger must be completed from October 31, 1999 to January 31,
2000,  as  contemplated  in  the merger  agreement.   Closing  is
anticipated around the end of the calendar year.

Results of Operations

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

     References  to the second quarter of fiscal 2000  or  fiscal
1999, mean the three month periods ended September 30, 1999,  and
September 30, 1998, respectively.

Financial Highlights
--------------------
                            For the Three Months
                             Ended September 30,

                                                    %Increase/
                               1999      1998       Decrease
                               ----      ----       ----------
                            (dollars in thousands,
                            except per share data)

Casino Revenues
   Metropolis              $  24,795   $  20,545       20.7
   Lake Charles               33,230      39,419     (15.7)
   Maryland Heights           25,469      22,723       12.1
                           ---------   ---------     ------
                           $  83,494   $  82,687        1.0
                           ---------   ---------     ------
Total Revenues
   Metropolis              $  25,699   $  21,317       20.6
   Lake Charles               35,035      42,002     (16.6)
   Maryland Heights           26,665      23,633       12.8
   Other                         342         301       13.6
                           ---------   ---------     ------
                           $  87,741   $  87,253        0.6
                           ---------   ---------     ------
Operating Income (Loss)
   Metropolis              $   7,881   $   4,393       79.4
   Lake Charles                3,640       8,416     (56.7)
   Maryland Heights (a)        3,141       1,813       73.2
   Corporate and other      (17,223)     (3,896)    (342.1)
                           ---------   ---------    -------
                           $ (2,561)   $  10,726    (123.9)
                           ---------   ---------    -------

                                -11-

Other Information
   Depreciation and
    amortization (b)       $   4,967   $    4,992     (0.5)
   Interest expense (net)  $   4,721   $    5,190     (9.0)
   Net income (loss)       $ (5,089)   $    3,377   (250.7)
   Earnings (loss) per
    share assuming dilution$  (0.16)   $     0.11   (245.5)

Operating Margin (operating
 income/total revenues) (c)
   Metropolis                 30.7 %       20.6%   10.1  pts
   Lake Charles               10.4 %       20.0%   (9.6) pts
   Maryland Heights           11.8 %        7.7%    4.1  pts
   Consolidated               (2.9)%       12.3%  (15.2) 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
  September 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 $1.3 million for the three months ended September 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 second quarter of fiscal 2000 as  compared
to  the  second quarter of fiscal 1999 were attributable  to  the
Company's  Metropolis and Maryland Heights facilities.  Increases
at  these  facilities were partially offset by decreases  at  the
Company's Lake Charles facility.

     The   Company's   Metropolis  facility  showed   significant
improvement  quarter-over-quarter. The  results  reflect  a  full
quarter of dockside gaming as a result of a new law allowing open
boarding  at all Illinois casinos that went into effect  on  June
26,  1999.   Other factors affecting the current quarter  include
the  replacement  of  approximately 40% of  the  facility's  slot
machines and a reconfiguration of the gaming floor.

     The Maryland Heights facility continued its trend of double-
digit  revenue  growth for the quarter as the  St.  Louis  market
continues  to  expand.  Casino revenues in the St.  Louis  market
increased  18%  during  the  second quarter  of  fiscal  2000  as
compared  to  the  prior year period.  Also contributing  to  the
positive  variance  was  an  18% increase  in  the  slot  product
available  to patrons.  On August 16, 1999, the Maryland  Heights
facility, along with other casinos in eastern Missouri,  began  a
state approved, test program allowing continuous boarding on  its
riverboats.   The  program  has  enhanced  customer  service   by
allowing customers greater access to the facility.

     Casino  revenues  and operating income at the  Lake  Charles
facility  were negatively impacted during the second  quarter  of
fiscal  2000  by a number of factors including the  ongoing  road
construction  on  Interstate 10 ("I-10"),  competitive  pressures
from  the  Isle of Capri and Grand Casino - Coushatta facilities,
and  concerns  over  regulatory  issues.   While  the  I-10  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
has  been impeded.  Among other things, over the past year, Grand
Casino  -  Coushatta  has  added  a  250+  room  hotel,  two  new
restaurants and an additional 30,000 square feet of gaming  space
with  more  than 800 new slot machines.  Grand Casino - Coushatta
now operates an approximately 100,000 square foot casino.

                                -12-

     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 hotel was demolished to make way  for
a  250-space surface parking lot that opened in the first quarter
of fiscal 2000.  The Company now operates only one hotel.

     Corporate  and other expenses during the second  quarter  of
fiscal  2000  include approximately $14.8 million in  merger  and
acquisition expenses related to the Company's anticipated  merger
with  Harrah's  Entertainment, Inc. and charges  related  to  the
prior agreement with Jackpot Enterprises, Inc.  $13.5 million  of
the  merger  and  acquisition expenses relate to the  August  19,
1999  payment  of  a termination fee by Harrah's  to  Jackpot  in
connection  with  the  Company  terminating  its  agreement  with
Jackpot.   During the second quarter of fiscal 1999  the  company
incurred    merger    and   acquisition-related    expenses    of
approximately $600,000 and legal and consulting expenses  related
to the  "boat in a moat" proceedings of approximately $150,000.

     Net interest expense decreased approximately $469,000 in the
second  quarter of fiscal 2000 as compared to the second  quarter
of  fiscal  1999,  primarily  due to reductions  in  the  amounts
outstanding under the Company's line of credit.

Comparison of Operating Results for the Six-Month Periods Ended
September 30, 1999 and 1998

     References to the first half of fiscal 2000 or fiscal  1999,
mean  the  six  month  periods  ended  September  30,  1999,  and
September 30, 1998, respectively.

Financial Highlights
--------------------
                            For the Six Months
                            Ended September 30,    %Increase/
                              1999      1998        Decrease
                              ----      ----       ----------
                            (dollars in thousands,
                            except per share data)

Casino Revenues
   Metropolis              $  45,856   $  40,230       14.0
   Lake Charles               67,217      75,683     (11.2)
   Maryland Heights           50,676      43,798       15.7
                           ---------   ---------     ------
                           $ 163,749   $ 159,711        2.5
                           ---------   ---------     ------

Total Revenues
   Metropolis              $  47,496   $  41,790       13.7
   Lake Charles               70,852      80,907     (12.4)
   Maryland Heights           52,905      45,623       16.0
   Other                         538         498        8.0
                           ---------   ---------     ------
                           $ 171,791   $ 168,818        1.8
                           ---------   ---------     ------

Operating Income (Loss)
   Metropolis              $  13,291   $   9,282       43.2
   Lake Charles                9,215      15,421     (40.2)
   Maryland Heights (a)        6,506       2,660      144.6
   Corporate and other      (21,392)     (6,996)    (205.8)
                           ---------   ---------    -------
                           $   7,620   $  20,367     (62.6)
                           ---------   ---------    -------

Other Information
   Depreciation and
    amortization (b)       $   9,838   $   9,928      (0.9)
   Interest expense (net)  $   9,608   $  10,831     (11.3)
   Net income (loss)       $ (1,992)   $   5,817    (134.2)
   Earnings (loss) per
    share assuming dilution$  (0.06)   $    0.18    (133.3)

Operating Margin (operating
income/total revenues) (c)
   Metropolis                  28.0%       22.2%   5.8  pts
   Lake Charles                13.0%       19.1%  (6.1) pts
   Maryland Heights            12.3%        5.8%   6.5  pts
   Consolidated                 4.4%       12.1%  (7.7) pts

                                -13-

(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 $5.3 million and $5.4 million for the  six  months
  ended September 30, 1999 and 1998, respectively.

(b)   Amount excludes the Company's share of the Maryland Heights
  joint venture depreciation and amortization of approximately $2.4
  million for each of the six months ended September 30, 1999 and
  1998, 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 half of fiscal 2000 as compared  to
the  first half of fiscal 1999 were attributable to the Company's
Metropolis and Maryland Heights facilities.  Increases  at  these
facilities  were partially offset by decreases at  the  Company's
Lake Charles facility.

     The   Company's   Metropolis  facility  showed   significant
improvement  during the first half of fiscal 2000 as compared  to
the  prior  year  period.   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.  In addition  to  dockside
gaming for slightly more than three months, a reconfiguration  of
the  gaming  floor  plus the introduction  of  new  slot  product
during  the  period  contributed to the 17.9%  increase  in  slot
revenue at this facility.

     The Maryland Heights facility continued its trend of double-
digit  revenue growth for the first half of fiscal  2000  as  the
St.  Louis  market continues to expand.  Casino revenues  in  the
St.  Louis  market increased 18% during the first half of  fiscal
2000 as compared to the prior year period.  Slot revenue was  the
primary   driver  for  these  revenue  increases.   The  Maryland
Heights  facility  added approximately 144 slot  machines  during
the  first  half of fiscal 2000, increasing its slot  product  to
approximately 1600 units.

     Casino  revenues  and operating income at the  Lake  Charles
facility  were  negatively  impacted during  the  first  half  of
fiscal  2000  by a number of factors including the  ongoing  road
construction  on  I-10, competitive pressures from  the  Isle  of
Capri and Grand Casino - Coushatta facilities, and concerns  over
regulatory  issues.  While the I-10 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 has been  impeded.
Among  other  things, over the past year, Grand  Casino-Coushatta
has  added  a  250+  room  hotel,  two  new  restaurants  and  an
additional 30,000 square feet of gaming space with more than  800
new  slot  machines.   Grand  Casino-Coushatta  now  operates  an
approximately  100,000 square foot casino.  In  addition,  casino
revenues  for  the  six month period ending September  30,  1999,
were  also  impacted 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.

     Hotel  revenues decreased by approximately $1.0  million  in
the  first  half  of fiscal 2000 as compared to  the  prior  year
period  due  to  the previously mentioned closure of  the  former
Players Hotel.

     Corporate  and  other expenses in the first half  of  fiscal
2000   include   approximately  $15.3  million  in   merger   and
acquisition expenses related to the Company's anticipated  merger
with  Harrah's  Entertainment, Inc. and charges  related  to  the
prior agreement with Jackpot Enterprises, Inc.  $13.5 million  of
the  merger  and  acquisition expenses relate to the  August  19,
1999  payment  of  a termination fee by Harrah's  to  Jackpot  in
connection  with  the  Company  terminating  its  agreement  with
Jackpot.   In  addition,  a  $750,000  charge  was  incurred   in
conjunction with an executive severance arrangement.  During  the
first  half  of  fiscal  1999, the Company  incurred  merger  and
acquisition-related expenses of approximately $600,000 and  legal
and   consulting   expenses  related  to   the   "boat-in-a-moat"
proceedings of approximately $400,000.

     Net interest expense decreased approximately $1.2 million in
the  first half of fiscal 2000 as compared to the first  half  of
fiscal   1999,  primarily  due  to  reductions  in  the   amounts
outstanding under the Company's line of credit.

                                -14-

Additional Factors Affecting Future Operating Income

      On  November  20,  1999, the voters  of  Calcasieu  Parish,
Louisiana  will once again vote on whether or not to  allow  slot
machines at the Delta Downs horse racetrack facility. This  issue
was  previously  defeated  in October,  1997.   If  approved  and
companion tax legislation is passed by the Louisiana Legislature,
competition in the Lake Charles market could further intensify.

      The  Isle  of  Capri, a competitor of the Company  in  Lake
Charles, has started construction of an additional 250 unit  all-
suite  hotel.   Construction of this new  facility,  which  would
strengthen   the  Isle  of  Capri's  competitive   position,   is
anticipated to be completed in the Fall of 2000.

      Hollywood Park, Inc. has indicated its intentions to  apply
to  the  State  of  Louisiana  for  a  gaming  license.    It  is
anticipated that if this license is issued and the Parish  voters
approve  the  casino, Hollywood Park would build a  $150  million
casino complex in Lake Charles, Louisiana.

     A  challenge has been mounted to the recent amendment to the
Illinois  law  that allows for open boarding at  Illinois  gaming
facilities and also allows an existing licensee to own more  than
10%  of  a  second  Illinois  owner's  license.   This  amendment
contains an "unseverability" provision, meaning that if  any  one
portion of the amendment is determined to be invalid, the  entire
amendment  is deemed invalid.  The Company is unable to determine
at  this  stage  whether the pendency of this  challenge  to  the
recent  Illinois amendment will affect the receipt of  regulatory
approval  needed from Illinois gaming authorities for the  merger
with  Harrah's, as presently contemplated.  In addition,  if  the
amendment  is  deemed  invalid  and  open  boarding  ceases,  the
financial  performance  at  the  Metropolis  facility  could   be
negatively impacted.

Capital Resources and Liquidity

      During  the  first half of fiscal 2000, cash  generated  by
operations  was  used  to  fund approximately  $10.6  million  in
capital expenditures and to reduce amounts outstanding under  the
Company's line of credit from $5.0 million as of March  31,  1999
to $0 as of September 30, 1999.

Contingencies

Louisiana Investigation

      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.

      On  August  17,  1999, the Louisiana Gaming  Control  Board
received  and  made  public  a report  by  the  Riverboat  Gaming
Division   of   the   Louisiana  State  Police   concerning   the
investigation  of  the Company in relation  to  the  Shetler  and
Edwards cases.  The report alleges, among other things, that  the
Company   did  not  report  certain  matters  to  the   Louisiana
regulatory authorities and that these actions may provide grounds
for the Louisiana Gaming Control Board to not renew the Company's
licenses  or  to  impose  sanctions as  a  condition  of  license
renewal.   The Louisiana Gaming Control Board took no  action  on
the  report, but a hearing has been scheduled for December 1  and

                                -15-

2,  1999.   The  Louisiana Gaming Control Board has conditionally
renewed  the  Company's two licenses, pending the  outcome  of  a
hearing on the report.

           Assurances  cannot  be given that disciplinary  action
will not be commenced or that the 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.

Coushatta Tribe of Louisiana Threatened Civil Action

           In  June, 1999, the Coushatta Tribe of Louisiana  (the
"Tribe") informed the Company of the Tribe's intention to file  a
civil suit.  In this threatened civil action, it is alleged  that
the  Company  wrongfully  attempted to  prevent  the  Tribe  from
opening its land-based casino in Louisiana in 1993 and 1994.   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  if  this
threatened civil action will ever be filed, or if it is filed, to
estimate the amount or range of potential loss, if any.

State of Louisiana Sales and Use Tax Assessment

      The  Company has received Notices of Proposed Tax Due  from
the  State of Louisiana, Department of Revenue asserting  amounts
due  for Louisiana General Sales Tax, Louisiana Recovery District
Tax,  and  Louisiana Tourism Promotion District Tax.   The  total
amount   assessed   is  approximately  $4.3  million,   including
approximately $1.5 million in interest.  The majority of the  tax
due  relates  to the construction of the entertainment  barge  in
Lake  Charles.   The  Company believes that this  barge  and  the
materials  that  became component parts of the barge  are  exempt
from  sales  and use tax in Louisiana.  In addition, pursuant  to
the  terms  of a certain Mutual Receipt, Release and  Subrogation
Agreement,  certain third parties agreed to indemnify and  defend
the  Company against such tax liability.  The Company intends  to
vigorously enforce such rights of indemnification, if necessary.

Notice of Violation - Underage Patrons

      On September 13, 1999, the Riverboat Gaming Division of the
Louisiana  State  Police  filed a  Notice  of  Violation  against
Players Lake Charles, LLC with the Louisiana Gaming Control Board
alleging that more than ten underage patrons had gained access to
the  gaming  area in each of 1997 and 1998.  The  matter  is  not
covered  by the administrative fine schedule and no hearing  date
has been scheduled.  This matter is currently in the early states
of discovery.

      The Company is unable at this stage to determine the likely
outcome  of  this proceeding or estimate the amount or  range  of
potential loss, if any.

Jackpot Termination Fee

  As  discussed above, the $13.5 million termination fee required
under  the  Jackpot  merger agreement  was  paid  to  Jackpot  by
Harrah's.  The Company must reimburse Harrah's the entire fee  in
the following circumstances:

     if Harrah's terminates the merger agreement in the event the
  Company's  board withdraws its recommendation of  the  Harrah's
  transaction or recommends an alternative transaction;

     if  Harrah's  terminates  the  merger  agreement  after  the
  Company receives a superior proposal from a third party;

     if Harrah's terminates the merger agreement in the event  of
  a material breach of the agreement by the Company; or

     if Harrah's terminates the merger agreement in the event  of
  the revocation of the Company's gaming license in Louisiana  or
  the  imposition of a materially adverse fine in connection with
  the Shetler-Edwards matter.

                                -16-


     This  reimbursement would be in addition to the  payment  of
the   $13.5   million  termination  fee  to   Harrah's   in   the
circumstances specified in the merger agreement.

      The  Company  must reimburse Harrah's for  half  the  $13.5
million  termination  fee  paid by Harrah's  to  Jackpot  if  the
expiration date passes and either party chooses to terminate  the
merger  agreement, or if completion of the merger is  permanently
prohibited by a court or governmental entity.

Year 2000

     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, assessment and renovation phases are complete and  the
Company  is  now in the process of finalizing testing on  systems
that  have  been   deemed  compliant by the  vendor,  yet  remain
suspect.   All critical operating systems have been  updated  and
deemed compliant.

     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 contingency  planning  for
critical areas. The Company anticipates completing its testing as
well as its overall Year 2000 readiness by November 30, 1999.

     The  Company is developing 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 September 30, 1999, the Company had either expended or
committed  approximately  $700,000 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
Harrah's,  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,
continuous boarding in Missouri, Year 2000 compliance efforts and
costs,   the  approval  of  slot  machines  at  horse   racetrack
facilities in Calcasieu Parish, the issuance of Louisiana's  15th
gaming  license,  the  outcome of Louisiana  sales  and  use  tax
assessment, 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",

                                -17-

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  the approval and subsequent closing of  the  merger
between  the  Company and Harrah's, 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, continuous boarding in Missouri, Year  2000
compliance  efforts and costs, the approval of slot  machines  at
horse  racetrack facilities in Calcasieu Parish, the issuance  of
Louisiana's  15th gaming license, the outcome of Louisiana  sales
and  use  tax  assessment, 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

                                -18-


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

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

Douglas Joseph McNeely v. Showboat Star Partnership, et al.

     The  Company's Louisiana operating subsidiaries and  several
other  casino  operators (collectively, the  "Casino  Operators")
have  been named in a lawsuit filed on August 13, 1997 by Douglas
J.  McNeely  in U.S. District Court for the Eastern  District  of
Louisiana (Civil Action No. 97-2518(B)(4)).  In his original  and
amended  complaints, Mr. McNeely alleges that (1)  for  at  least
approximately  20  years, he has suffered  from  a  psychological
condition  that  includes "compulsive gambling"  as  one  of  its
manifestations, (2) the Casino Operators knew of  such  condition
after  August  15,  1996, (3) after August 15, 1996,  the  Casino
Operators  exploited such condition by enticing and allowing  him
to  gamble  in  their  casinos, and (4) as a consequence  of  the
foregoing,   Mr.  McNeely  suffered  significant  financial   and
emotional  damages,  including direct gambling  losses,  business
losses, the collapse of his marriage and an unfavorable result in
the  distribution of the marital estate in the attendant  divorce
action.   The  Company  disputes  many  of  the  aspects  of  Mr.
McNeely's complaint, both as to the facts alleged and the  amount
of  damages allegedly incurred by Mr. McNeely.  In addition,  the
Company  has raised as a defense Mr. McNeely's failure to  follow
the statutory "self-exclusion" process available by the filing of
an  affidavit  with  the  Louisiana  gaming  regulators  (La.R.S.
27:60).  The Company has now concluded a favorable settlement  of
the litigation.

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

          Exhibits filed with this Form 10-Q:

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

4.1       Amendment No. 2 to Rights Agreement

10.1      Second  Amendment dated as of August 19, 1999,  to
          Agreement  dated  as of August  1,  1997,  between
          Players International, Inc. and John Groom.

27.0      Financial Data Schedule


      Reports on Form 8-K filed during the quarter:

       On  August  19, 1999, a Form 8-K was filed  regarding  the
Agreement and Plan of Merger with Harrah's Entertainment, Inc.

                                -19-


                            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 12, 1999             By: /s/ Raymond A. Spera, Jr.
                                        -------------------------
                                        Raymond A. Spera, Jr.
                                        Vice President,
                                        Chief Financial Officer,
                                        Treasurer and Secretary
                                        (Principal Financial Officer)

                                    -20-