FIFTH SUPPLEMENTAL INDENTURE

     This Fifth Supplemental Indenture (the "Fifth Supplemental
Indenture") dated as of December 18, 1995 is by and among Players
International, Inc., a Nevada corporation (the "Company"); the
Guarantors whose names are set forth on the signature pages
below, Players Lake Charles Riverboat, Inc., a Louisiana
corporation; Players LC, Inc., a Nevada Corporation; and First
Fidelity Bank, National Association, as Trustee (the "Trustee").

                          WITNESSETH:

     WHEREAS, the Company, certain of the Guarantors and the
Trustee have entered into an Indenture dated as of April 10, 1995
(the "Original Indenture"), as supplemented by a First
Supplemental Indenture dated as of April 25, 1995, as
supplemented by a Second Supplemental Indenture dated as of
September 19, 1995, as supplemented by a Third Supplemental
Indenture dated as of October 17, 1995 and as supplemented by a
Fourth Supplemental Indenture dated as of October 24, 1995,  in
connection with the Company's issuance of 10-7/8% Senior Notes
due 2005 (the "Senior Notes");

     WHEREAS, Section 5.20 of the Original Indenture contemplates
that each Subsidiary created or acquired after the Issue Date
shall become a Guarantor of the Senior Notes and a party to the
Original Indenture;

     WHEREAS,  Players Lake Charles Riverboat, Inc. and Players
LC, Inc. (collectively, the "New Subsidiaries") are Subsidiaries
that were created or acquired by the Company after the Issue
Date;

     WHEREAS, the parties hereto are authorized and deem it
necessary and desirable to enter into this Fifth Supplemental
Indenture for the purpose of adding the New Subsidiaries as
Guarantors of the Senior Notes; and

     WHEREAS, all acts and things necessary to constitute this
Fifth Supplemental Indenture a valid indenture and agreement
according to its terms have been done and performed and the
parties hereto have duly authorized the execution and delivery of
this Fifth Supplemental Indenture and are jointly and severally
obligated hereunder.

     NOW, THEREFORE, in consideration of the premises, the
parties hereto hereby covenant and agree as follows:

     1.   Definitions.  All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms
in the Original Indenture.

     2.   New Subsidiaries Guarantee.  The New Subsidiaries
hereby irrevocably and unconditionally guarantee each Senior Note
as provided in Article XIII of the Original Indenture.  The New
Subsidiaries shall execute and deliver to the Trustee a guarantee
in the form of Exhibit A hereto (the "New Subsidiaries
Guarantee").  The New Subsidiaries Guarantee shall have the same
force and effect as the Guarantee executed and delivered by the
Initial Guarantors and endorsed on the Senior Notes.

     3.   Parties to the Indenture.  Upon execution and delivery
of this Fifth Supplemental Indenture, the New Subsidiaries shall
become parties to the Original Indenture with the same force and
effect as if they were original signatories to the Original
Indenture, subject to all the terms and conditions contained
therein.

     4.   Confirmation of Indenture.  Except as amended and
supplemented by this Fifth Supplemental Indenture, the Indenture
as heretofore supplemented by the First, Second, Third and Fourth
Supplemental Indentures is ratified and confirmed in all
respects.

     5.   Governing Law.  This Fifth Supplemental Indenture shall
be governed by and construed in accordance with the laws of the
State of New York.

     6.   Execution in Counterparts.  This Fifth Supplemental
Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute one
instrument.
     

     IN WITNESS WHEREOF, the parties hereto have caused this
Fifth Supplemental Indenture to be duly executed as of the date
first written above.


                              PLAYERS INTERNATIONAL, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Executive Vice President,
                                          Chief Financial Officer
and Secretary


                              FIRST FIDELITY BANK, NATIONAL
                               ASSOCIATION, as Trustee

                              By:      /s/  John H. Clapham
                              Name:  John H. Clapham
                              Title:   Assistant Vice President,
                                          Assistant Secretary


                              PLAYERS LAKE CHARLES, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS RIVERBOAT MANAGEMENT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS RIVERBOAT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS RIVERBOAT, LLC

                              By:  Players Riverboat Management, Inc.,
                                      member

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              SHOWBOAT STAR PARTNERSHIP

                              By: Players Riverboat, LLC,
                                     general partner
                              
                              By: Players Riverboat Management, Inc.,
                                     member

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              By:  Players Riverboat Management, Inc.,
                                      general partner

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS NEVADA, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MESQUITE GOLF CLUB, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MESQUITE LAND, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS INDIANA, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MICHIGAN CITY, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MICHIGAN CITY
                              MANAGEMENT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS BLUEGRASS DOWNS, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              RIVER BOTTOM, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MARYLAND HEIGHTS, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              SOUTHERN ILLINOIS RIVERBOAT/
                              CASINO CRUISES, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS RIVER CITY, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer



                              PLAYERS SHREVEPORT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS SHUTTLE, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MARYLAND HEIGHTS NEVADA, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer

                              PLAYERS HOLDING, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS SERVICES, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS RESOURCES, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS ENTERTAINMENT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS MARYLAND HEIGHTS, L.P.

                              By:  Players Maryland Heights,  Inc.,
general
                                     partner


                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS LAKE CHARLES RIVERBOAT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer

                              PLAYERS LC, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              
                              
                            Exhibit A
                                
                                
                        FORM OF GUARANTEE
                                
          For value received, Players Lake Charles Riverboat, Inc.,
a Louisiana corporation and Players LC, Inc., a Nevada Corporation,
hereby unconditionally guarantee to the Holders of the Senior Notes
the due and punctual payment, as set forth in the Indenture
pursuant to which such Senior Notes and this Guarantee were issued,
of the principal of, premium (if any) and interest on such Senior
Notes when and as the same shall become due and payable for any
reason according to the terms of such Senior Notes and Article XIII
of the Indenture.

                              PLAYERS LAKE CHARLES RIVERBOAT, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer


                              PLAYERS LC, INC.

                              By:      /s/  Peter J. Aranow
                              Name:  Peter J. Aranow
                              Title:    Treasurer