16

                                
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549
                          _____________
                                
                            FORM 10-Q
                                
 (Mark One)

     [  X  ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
          15 (d) OF SECURITIES EXCHANGE ACT OF 1934
     
          For the quarterly period ended December 31, 1996
     
                               or
          
     [      ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
          15 (d) OF SECURITIES EXCHANGE ACT OF 1943
     
     
     For the transition period from _______ to _______

             Commission file number         0-14897
                                
                                
                    Players International, Inc.
                                
                                
        Nevada                             95-4175832
(State or other jurisdiction             (I.R.S. employer
of organization)incorporation           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:
                                
     The number of shares outstanding of each of the registrant's
classes  of  common stock was 31,287,480 shares at  February  14,
1997.

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

Item 1.   Financial Statements

     Condensed Consolidated Balance Sheets at
     December 31, 1996 and March 31, 1996               1

     Condensed Consolidated Statements of
     Operations for the Three and Nine
     Months Ended December 31, 1996 and 1995            3

     Condensed Consolidated Statements of
     Cash Flows for the Nine Months
     Ended December 31, 1996 and 1995                   4

     Notes to Condensed Consolidated
     Financial Statements                               5

Item 2.  Management's Discussion and
     Analysis of Financial Condition  and
     Results of Operations                              8


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                            14

Item 4.   Submission of Matters to a Vote
          of Security Holders                          14

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

     Signature                                         16




PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                             ASSETS

                                      December 31,  March 31,
                                         1996         1996
                                       (Unaudited)
CURRENT ASSETS:                                   
Cash and cash equivalents               $  16,006   $  18,786
Marketable securities, net                      -       4,461
Accounts  receivable, net of allowance                     
for doubtful accounts of $513 at
December  31, 1996 and $118 at March        4,286       4,541
31, 1996
Notes receivable                              619       3,062
Inventories                                 3,152       2,719
Deferred income tax                         2,969       2,970
Prepaid  expenses  and  other  current                     
assets                                      8,812       5,044
                                                           
Total current assets                       35,844      41,583
                                                           
PROPERTY AND EQUIPMENT,  net of                     
accumulated depreciation and
amortization  of $30,663  at  December    290,198     279,916
31, 1996 and $23,078 at March 31, 1996    
DEFERRED INCOME TAX - long-term             4,897       4,897
                                                           
INTANGIBLES,   net   of    accumulated                     
amortization of $2,349 at December 31,
1996 and $1,714 at March 31, 1996          36,415      37,126
                                                           
INVESTMENT IN JOINT VENTURE                82,274      39,474
                                                           
OTHER ASSETS                                7,673      10,436
                                                           
TOTAL ASSETS                             $ 457,301  $ 413,432
                                                           

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

              LIABILITIES AND STOCKHOLDERS' EQUITY


                                         December   March 31,
                                         31, 1996     1996
                                       (Unaudited)
CURRENT LIABILITIES:                               
Current portion of long -term debt        $15,000        $-
Accounts payable                            5,586     6,736
Accrued liabilities                        22,265    32,432
Other liabilities                           3,032       537
                                                           
 Total current liabilities                 45,883    39,705
                                                           
OTHER LONG-TERM LIABILITIES                29,424    27,100
                                                           
LONG-TERM DEBT, net of current portion    185,000   153,000
                                                           
STOCKHOLDERS' EQUITY:                                      
Preferred   stock,   no   par    value,                    
Authorized--10,000,000 shares
  Issued and outstanding--none                  -         -
    Common  stock,  $.005  par   value,                    
Authorized--90,000,000 shares
   Issued-31,959,580  at  December  31,       160       149
1996 and  29,859,580 at March 31, 1996
                                                           
Additional paid-in capital                129,260   123,719
Unrealized     loss    on    marketable         -       (1)
securities, net of tax
Treasury stock, at cost; 672,100 shares   (7,294)   (7,294)
at December 31, 1996 and March 31, 1996
                                                           
Retained earnings                                          
                                           74,868    77,054
                                                           
Total Stockholders' Equity                196,994   193,627
                                                           
TOTAL   LIABILITIES  AND  STOCKHOLDERS' $ 457,301  $413,432
EQUITY
                                                           

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (dollars in thousands, except per share data)
                           (Unaudited)

                         For the Three Months     For the Nine Months
                          Ended December 31,       Ended December 31,
                           1996     1995            1996      1995
REVENUES:                                                  
Casino                  $58,105   $66,394        $197,617   $203,247
Food and beverage          3,195    3,246          10,604      8,416
Hotel                      1,491    1,673           5,069      3,273
Other                      2,057    1,413           5,576      3,698
                                                           
                          64,848   72,726         218,866    218,634
                                                           
COSTS AND EXPENSES:                                        
Casino                    28,270   27,937          89,951     82,178
Food and beverage          3,329    3,464          10,782      9,204
Hotel                        690      940           2,320      1,858
Other operating expenses   8,834   10,305          27,955     25,666
Selling, general and      13,238   11,143          41,740     31,427
administrative
Corporate administrative   2,263    2,701           7,325      7,025
expenses
Pre-opening  and  gaming   1,660    3,179           4,954     11,174
development costs
Depreciation and           7,717    4,905          17,099     14,163
amortization
 Restructuring charge          -        -           9,007        -
                                                           
                           66,001   64,574         211,133    182,695
                                                           
Income   before    other                                   
income (expense) and
provision   (benefit)                                      
for income taxes          (1,153)    8,152          7,733      35,939
                                                           
OTHER INCOME (EXPENSE):                                    
Interest income               27     1,187            194       5,370
Other income, net             11       315             76         692
Interest expense                                           
                          (3,975)  (4,224)        (11,587)    (11,576)
                                                           
                          (3,937)   (2,722)       (11,317)     (5,514)
Income   (loss)   before                                   
provision (benefit) for
income taxes             (5,090)     5,430         (3,584)     30,425
                                                           
PROVISION    (BENEFIT)                                     
FOR INCOME TAXES         (1,985)     2,118         (1,398)     11,866
                                                           
NET INCOME (LOSS)       $(3,105)    $3,312        $(2,186)    $18,559
                                                           
EARNINGS   (LOSS)    PER                                   
COMMON AND COMMON SHARE
EQUIVALENT                                                 
 Primary                 $(0.10)    $0.10         $(0.07)     $0.57
 Fully Diluted           $(0.10)    $0.10         $(0.07)     $0.57
                                                           
WEIGHTED AVERAGE  COMMON                                   
AND COMMON EQUIVALENT
SHARES                                                     
Primary             30,562,870   31,743,708    30,751,992   32,282,100
Fully Diluted       30,362,391   31,743,708    30,380,799   32,283,354
                                
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)
                           (Unaudited)
                                             For the Nine Months
                                              Ended December 31,

                                              1996         1995
CASH FLOWS FROM OPERATING ACTIVITIES:                   
Net income/(loss)                           $(2,186)     $18,559
Adjustments  to reconcile net income/(loss)                 
to net cash provided by operating activities:
                                                            
Depreciation and amortization                17,099      14,163
Amortization of bond premium/(discount)           -      (1,978)
Loss on disposition of property and           1,957        -
equipment
Other                                           618         205
Changes in assets and liabilities:                          
Accounts and notes receivable                 2,140      (3,004)
Inventories, prepaid expenses and other      (4,026)     (4,995)
current assets
Other assets                                  1,096      (1,810)
Accounts payable and accrued liabilities    (15,961)        556
                                              9,500        (310)
Net cash provided by operating activities    10,237      21,386
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                       
Net purchases of property and equipment    (33,626)    (114,083)
Proceeds from disposal of property and       8,749        -
equipment
Purchase of marketable securities               -      (170,806)
Proceeds from sale of marketable securities   4,401     150,430
Investment in joint venture                (42,800)     (19,015)
Other                                         (329)        (350)
Net cash used in investing activities      (63,605)    (153,824)
                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                       
Proceeds from issuance of long-term debt     47,000     150,000
Payments of long-term debt                        -      (9,132)
Debt issuance cost                          (1,963)      (8,860)
Proceeds from exercise of stock options       5,599       1,260
Purchase of treasury stock                        -      (5,834)
Other                                          (48)          (1)
Net cash provided by financing activities    50,588     127,433
                                                            
NET DECREASE IN CASH AND CASH EQUIVALENTS  (2,780)      (5,005)
                                                            
CASH  AND CASH EQUIVALENTS AT BEGINNING  OF                 
PERIOD                                       18,786     23,886
CASH  AND  CASH EQUIVALENTS AT END OF       $16,006    $18,881
PERIOD
                                                            
SUPPLEMENTAL CASH FLOW DISCLOSURE:                          
Interest paid                               $20,400     $9,209
Income taxes paid                             4,127     12,805
Debt   incurred   to  purchase   land   and       -        667
equipment
Unrealized  gain on marketable  securities,       -        342
net of tax
Accrued  liabilities incurred  to  purchase       -     31,743
property and equipment
Liabilities relating to costs in excess  of       -        494
fair value of tangible assets acquired
Land, property and equipment contributed to       -      5,459
joint venture

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


Note 1 - Basis of Presentation

      The accompanying unaudited condensed consolidated financial
statements  have  been  prepared  pursuant  to  the   rules   and
regulations  of the Securities and Exchange Commission.   Certain
information  and  note disclosures normally  included  in  annual
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  those rules and regulations.  It is suggested  that
these  condensed  consolidated financial statements  be  read  in
conjunction  with the financial statements and the notes  thereto
included in the Company's Form 10-K for the year ended March  31,
1996.   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 nine month period  ended
December  31,  1996,  are  not  necessarily  indicative  of   the
operating results for the full year.

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


Note 2 - Casino Revenues and Promotional Allowances

      Casino  revenues  are the net of gaming wins  less  losses.
Revenues  exclude  the  retail value of  complimentary  food  and
beverage,  hotel  accommodations and  other  items  furnished  to
customers, which totaled approximately $6,634,000 and $5,718,000,
and  $20,251,000  and $15,423,000 for the three and  nine  months
ended December 31, 1996 and 1995, 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 (dollars in thousands):

                         For the Three Months     For the Nine Months
                          Ended December 31,       Ended December 31,
                            1996       1995         1996        1995
Food and beverage         $4,854     $ 4,086      $15,922     $10,872
Hotel                        371         -            897         -
Admissions and other         439         948        1,094       2,844
                          $5,664      $5,034      $17,913     $13,716


Note 3 - Pre-opening and Gaming Development Costs

       All  costs  in  connection  with  the  identification  and
development  of new gaming jurisdictions and sites are  expensed,
except   for  the  cost  of  property  and  equipment  which   is
capitalized.

Note 4 - Primary and Fully Diluted Shares

      Per  share amounts have been computed based on the weighted
average   number   of  outstanding  shares   and   common   stock
equivalents, if dilutive, during each period.  A summary  of  the
number  of  shares used in computing primary earnings  per  share
follows:


                        For the Three Months   For the Nine Months
                         Ended December 31,     Ended December 31,

                          1996      1995          1996        1995
Weighted average      29,380,359  29,856,733   29,252,007   29,845,154
number of shares
outstanding
Dilutive effect of     1,182,511   1,886,975   1,499,985     2,436,946
options and warrants
Shares used in        30,562,870  31,743,708  30,751,992    32,282,100
computing primary
earnings per share


                       For the Three Months    For the Nine Months
                        Ended December 31        Ended December 31,

                        1996      1995            1996        1995
Weighted average    29,380,359  29,856,733    29,252,007   29,845,154
number of shares
outstanding
Dilutive effect of     982,032   1,886,975    1,128,792    2,438,200
options and warrants
Shares used in      30,362,391  31,743,708   30,380,799   32,283,354
computing fully
diluted earnings
per share


Note 5 - Long-Term Debt

      On August 25, 1995, the Company entered into a $120,000,000
revolving  credit  agreement  (the  "Credit  Facility")  with   a
consortium  of banks (the "Banks). In October 1996,  the  Company
informed the banks party to the Credit Facility that it  had  not
achieved  the  $65  million  level of earnings  before  interest,
taxes,  depreciation  and amortization for the  four  consecutive
quarters ended September 30, 1996 as required by the covenants of
the  Credit  Facility, and thus was in default under  the  Credit
Facility.   The  Banks  temporarily waived such  default  and  in
December  1996,  the Company and the Banks reached  an  agreement
that  revised the terms of the Credit Facility (the "Amended  and
Restated  Credit  Agreement").  The  terms  of  the  Amended  and
Restated Credit Agreement provide for borrowings for construction
of  the Company's joint venture casino hotel facility in Maryland
Heights,  Missouri, of up to $60 million at prime plus  2.5%  and
borrowings  up to an additional $40 million at prime  plus  5.5%.
As a result of these revisions, the Company expensed $2.7 million
of  unamortized  loan acquisition costs relating  to  the  Credit
Facility.  Costs associated with the Amended and Restated  Credit
Agreement  have  been  deferred and will be  amortized  over  the
remaining life of the agreement.

       Long-term   debt  at  December  31,  1996   consisted   of
$150,000,000  in  10-7/8% Senior Notes due 2005  and  $50,000,000
(including  current portion) outstanding under  the  Amended  and
Restated Credit Agreement.  Under the Amended and Restated Credit
Agreement  financial covenant ratios, the Company has  sufficient
borrowing capacity to complete its Maryland Heights project.

Note 6 - Subsequent Events

      The Company entered into a letter of intent (the "Letter of
Intent")  on January 28, 1997, concerning the potential  sale  of
the  Company's  Mesquite,  Nevada casino  resort  (the  "Mesquite
Property").

      Although the Letter of Intent generally is not binding, the
following  terms are binding upon the parties:  the  Company  has
the  right  to invite, entertain, negotiate and/or accept  offers
from  other  parties  for the sale or other  disposition  of  the
Mesquite  Property until February 27, 1997 (the "30-Day Period");
the  Company  may terminate, prior to expiration  of  the  30-Day
Period, the Letter of Intent and any definitive agreement  to  be
negotiated and executed if the Company determines not to  proceed
with the sale of the Mesquite Property, however, the Company  may
be  obligated  to  pay  certain fees if  the  Company  sells  the
Mesquite  Property to a third party under certain  circumstances.
Definitive   transaction  terms  have  not  been  documented   or
executed.

      The  transaction,  if  pursued, is  subject  to  regulatory
approval,  the  receipt  of all necessary third  party  consents,
including  release  of the property by the  consortium  of  Banks
participating  in the Amended and Restated Credit Agreement,  and
the  approval  of the Company's Board of Directors. The  carrying
value of the property was approximately $84.5 million at December
31,  1996.   If  the transaction contemplated by  the  Letter  of
Intent  is consummated, the Company expects to report a  material
after-tax  loss on the disposition of the Mesquite Property.   In
addition, sale proceeds must be used in accordance with terms  of
the Amended and Restated Credit Agreement.

      Even if the transaction is not consummated, as a result  of
these  events  and circumstances the Company has determined  that
the  property  has  been permanently impaired.  Accordingly,  the
Company  is  currently  evaluating the amount  of  the  permanent
impairment which is expected to be recorded in the fourth quarter
ended March 31, 1997, and could be in the range of $20 million to
$40  million  on  an  after-tax basis.   The  recording  of  this
impairment will necessitate further amendments to the Amended and
Restated   Credit  Agreement  in  regards  to  certain  financial
covenants.


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

      The  Company  operates  gaming,  resort  and  entertainment
facilities.   These  include a riverboat  casino  in  Metropolis,
Illinois, two riverboat casinos in Lake Charles, Louisiana and  a
land-based  casino resort in Mesquite, Nevada.  The Company  also
owns  and operates a thoroughbred racetrack in Paducah, Kentucky.
A   joint  venture  riverboat  casino  entertainment  complex  in
Maryland Heights, Missouri, is presently under construction.

      The Company's fiscal year ends on March 31.  References  to
the  third quarter of 1997 or 1996, mean the three month  periods
ended December 31, 1996 and December 31, 1995, respectively.

Comparison of Operating Results for the Three Month periods ended
December 31, 1996 and 1995

Results of Operations
Financial Highlights

                                                    % Increase
Three months ended December 31,        1996    1995  (Decrease)
31
(Dollars in thousands, except per share amounts)
Casino revenues                                            
     Metropolis                    $18,976   $21,079   (10.0)%
     Lake Charles                   33,341    39,946   (16.5)%
     Mesquite                        5,788     5,369      7.8%
                                   $58,105   $66,394   (12.5)%
Total revenues                                             
     Metropolis                    $19,847   $22,010    (9.8)%
     Lake Charles                   35,023    41,213   (15.0)%
     Mesquite                        9,546     9,014      5.9%
     Other                             432       489   (11.7)%
                                   $64,848   $72,726   (10.8)%
Operating income (loss)                                    
     Metropolis                     $5,803    $7,595   (23.6)%
     Lake Charles                    2,857    11,644   (75.5)%
     Mesquite                       (2,323)   (2,930)     20.7%
     Corporate, development         (7,490)   (8,157)      8.2%
and pre-opening expenses
                                   ($1,153)    $8,152  (114.1)%
Operating margin (operating                                
income/total revenues)
     Metropolis                      29.2%     34.5%     (5.3) pts.
     Lake Charles                     8.2%     28.3%    (20.1) pts.
     Mesquite                       (24.3)%   (32.5)%     8.2 pts.
     Consolidated                    (1.8)%     11.2%    (13.0) pts.
Depreciation and amortization       $7,717    $4,905     57.3%
Interest expense, net               $3,948    $3,037     30.0%
Net income (loss)                  ($3,105)    $3,312  (193.7)%
Net income (loss) per share         ($0.10)    $0.10   (200.0)%
     

      The  approximate  13% decrease in casino revenues  and  11%
decrease  in total revenues during the 1997 third quarter  versus
the  prior  year period, resulted from an increase  in  competing
riverboat casino capacity in both the Metropolis and Lake Charles
markets  as  well  as  competition from more distant  casinos  in
Tunica,   Mississippi  and  St.  Louis,  Missouri.  A   competing
riverboat casino opened in Evansville, Indiana, in December  1995
and  in Lake Charles a competitor opened its second riverboat  in
July 1996.

      Operating  income for the three months ended  December  31,
1996,  decreased approximately 114% from the same period in 1995.
The  24%  and  76%  declines  in  Metropolis  and  Lake  Charles,
respectively, resulted from a decline in casino revenues at  both
properties  coupled with increased expenditures for  advertising,
marketing,  promotions and entertainment incurred in response  to
the  additional competition.  In Lake Charles, operating expenses
also  increased  as a result of the February 1996  opening  of  a
60,000  square foot floating entertainment "Island", which  added
significant dining and entertainment capacity.

     The 21% reduction in Mesquite's operating loss for the three
months  ended December 31, 1996, was due to a modest increase  in
revenue and increased operating efficiency, primarily the  result
of lower food and beverage expenses.

     The 57% increase in depreciation and amortization expense is
primarily  the  result  of  a  $2.7  million  write-off  of   the
unamortized  loan  acquisition  costs  relating  to  the   Credit
Facility.

Other Factors Affecting Net Income

      Net interest expense increased by 30%, to $3.9 million, for
the  three months ended December 31, 1996, versus the same period
in  1995.  Interest income decreased by approximately $1  million
as  a  result of the decrease in investable funds resulting  from
the increased investments in the Maryland Heights project and the
Mesquite  golf  course development.  Interest cost  reflects  the
$150   million,  10-7/8%  Senior  Notes  issued  in  April  1995,
borrowings  under a $120 million revolving bank credit  agreement
(the  "Credit Facility") entered into in August 1995, as  amended
and  restated  in  December 1996, (totaling  $50  million  as  of
December  31,  1996)  and imputed interest  associated  with  the
August  1995 acquisition of the Downtowner Hotel in Lake Charles.
Capitalized interest increased by approximately  $900,000 in  the
third  quarter  of  1997, to $1.9 million,  due  to  the  ongoing
investment in the Maryland Heights project and the development of
the Mesquite golf course.

Comparison of Operating Results for the Nine Month periods  ended
December 31, 1996 and 1995

Results of Operations

Financial Highlights
                                                       % Increase
Nine Months ended December 31,     1996      1995      (Decrease)
(Dollars in thousands, except per share amounts)
Casino revenues
 Metropolis                      $58,513    $64,042        (8.6)%
 Lake Charles                    122,096    128,263        (4.8)%
 Mesquite                         17,008     10,942         55.4%
                                $197,617   $203,247        (2.8)%
Total revenues                                                   
 Metropolis                      $61,033    $66,967        (8.9)%
 Lake Charles                    128,398    132,116        (2.8)%
 Mesquite                         28,356     18,346         54.6%
 Other                             1,079      1,205       (10.5)%
                                $218,866   $218,634         (.1)%
Operations income (loss)                                         
 Metropolis                      $17,652    $24,363       (27.5)%
 Lake Charles                     21,342     38,950       (45.2)%
 Mesquite                        (5,423)    (6,325)         14.3%
 Corporate, development and                                      
  pre-opening expenses          (16,831)   (21,049)         20.0%
 Restructuring charge            (9,007)          -             -
                                  $7,733    $35,939       (78.5)%
Operating Margin (operating                                      
  income/total revenues)                                         
 Metropolis                        28.9%      36.4%    (7.5) pts.
 Lake Charles                      16.6%      29.5%   (12.9) pts.
 Mesquite                        (19.1)%    (34.5)%     15.4 pts.
 Consolidated, excl.                                             
  restructuring charge              7.7%      16.4%    (8.7) pts.
 Consolidated                       3.5%      16.4%   (12.9) pts.
Depreciation and                                                 
  amortization                   $17,099    $14,163        $20.7%
Interest expense, net            $11,393     $6,206         83.6%
Net income, excl.                                                
  restructuring charge            $3,308    $18,559       (82.2)%
Net income                      $(2,186)    $18,559     (111.78)%
Net income per share, excl.                                      
  restructuring charge             $0.11      $0.57       (80.1)%
Net income per share             $(0.07)      $0.57      (112.3)%
                                                                 
 
      The  9%  decrease in casino revenues and total revenues  in
Metropolis during the nine months ended December 31, 1996, versus
the same period in 1995, resulted from the opening of a competing
riverboat  casino  in  Evansville,  Indiana.  Casino  and   total
revenues  in  Mesquite  increased 55% in the  nine  months  ended
December 31, 1996.  The Mesquite casino resort opened on June 29,
1995.   As such, it had nine months of operations in the  current
period  compared  to just over six months of  operations  in  the
prior year period. The decrease in total revenues in Lake Charles
during  the nine months ended December 31, 1996 versus  the  same
period  in  1995,  resulted from the opening  of  a  competitor's
second riverboat in July 1996.

      Operating  income  for the nine months ended  December  31,
1996, excluding the restructuring charge, decreased approximately
53%  from  the same period in 1995.  The 28% and 45% declines  in
Metropolis and Lake Charles, respectively, resulted from declines
in  casino  revenues  at both properties coupled  with  increased
expenditures   for   advertising,   marketing,   promotions   and
entertainment incurred in response to additional competition.  In
Lake  Charles, operating expenses also increased as a  result  of
the   February  1996  opening  of  the  entertainment   "Island."
Additionally, the per passenger tax paid to the local  government
in Lake Charles was increased by $.50 in August 1995.

     The approximately 14% reduction in Mesquite's operating loss
for  the  nine  months ended December 31, 1996, versus  the  same
period  in  1995,  was  due  to increased  operating  efficiency,
primarily  the  result of lower food and beverage  expenses.   In
addition, Mesquite opened an 18-hole championship golf course  in
October 1996.

      Corporate, development and pre-opening expenses declined by
approximately  20%  in the nine months ended December  31,  1996,
versus  the same period in 1995, primarily due to the opening  of
the  Mesquite  property in late June of 1995  with  a  subsequent
reduction in pre-opening expenses combined with the cessation  of
new development activities.

      The  restructuring charge, which was incurred in the second
quarter, reflects the Company's decision to significantly  reduce
its  pursuit  of  development opportunities in  new  or  emerging
jurisdictions and instead concentrate on improving  its  existing
operations.  This resulted in the sale of the Players I riverboat
which  was  previously held for future deployment and a corporate
aircraft,  the  closure  of  two  development  offices  and   the
retirement or termination of 21 senior management and staff.  The
affected  employees included those specifically  responsible  for
the Company's developmental activities and others affected by the
Company's  revised business plan.  The one-time  charge  consists
principally of the net loss on the disposal of assets held for or
used in development activities and the cost of employee severance
arrangements.

     The 21% increase in depreciation and amortization expense is
primarily  the  result  of  a  $2.7  million  write-off  of   the
unamortized  loan  acquisition  costs  relating  to  the   Credit
Facility.

Other Factors Affecting Net Income

     Net interest expense increased by approximately $5.2 million
for  the  nine  months ended December 31, 1996, versus  the  same
period  in  1995. Interest income declined by approximately  $5.2
million,  as  a  result  of  the  decrease  in  investable  funds
resulting from the increased investments in the Maryland  Heights
project  and the Mesquite golf course development. The  increased
interest  cost  reflects the $150 million, 10-7/8%  Senior  Notes
issued  in  April  1995, increased borrowings  under  the  credit
facility  entered into in August 1995, as revised and amended  in
December 1996, (totaling $50 million as of December 31, 1996)  to
fund the Maryland Heights project and imputed interest associated
with  the August 1995 acquisition of the Downtowner Hotel in Lake
Charles.  Capitalized  interest increased by  approximately  $3.4
million,  to  $4.7  million,  due to the  ongoing  investment  in
Maryland Heights and the development of the Mesquite golf course.

Forward Looking Information

     Amendments to the Credit Facility in December 1996 will give
rise to increased borrowing costs going forward.  Borrowing costs
under  Tranche  A of the Credit Facility will increase  to  prime
plus  2.5%, which will be applicable to a maximum of $60  million
in  borrowings.  Additional borrowings of up to $40 million  will
carry  interest  and costs in excess of Tranche  A  levels.   See
"Capital   Resources,   Capital  Spending  and   Liquidity-Recent
Developments", which is incorporated by reference as  though  set
forth herein.

      The  Company is nearing completion of the Maryland  Heights
project  and,  subject to receipt of final regulatory  approvals,
such project is expected to open in March 1997.

      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 potential sale of the Mesquite property,  future
borrowing costs and capital costs, plans for future expansion and
property  enhancements, business development activities,  capital
expenditure programs and requirements, financing sources and  the
effects of regulation (including gaming licensure and regulation,
state  and  local regulation and tax regulation).  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,  liquidity
and  results.   As  a  consequence,  current  plans,  anticipated
actions and future financial condition, liquidity and results may
differ  from  those  expressed in any forward-looking  statements
made  by  or  on behalf of the Company.  These uncertainties  and
risks  include, but are not limited to, conducting operations  in
an  increasingly  competitive environment, the  availability  and
cost of funds in an increasingly competitive industry, conducting
operations  at  a  newly  or recently  developed  site  or  in  a
jurisdiction  for  which  gaming  has  recently  been  permitted,
changes  in  gaming  ,  state  and local  laws  and  regulations,
development  and  construction  activities,  leverage  and   debt
service  requirements (including sensitivity to  fluctuations  in
interest rates), general economic conditions, changes in  federal
or  state  tax laws, 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.

Capital Resources, Capital Spending and Liquidity

      During  the nine months ended December 31, 1996, cash  flow
from  operations  and $47 million in borrowings from  the  Credit
Facility were the sources of funds for capital expenditures, debt
service  and other corporate requirements.  During the comparable
period in 1995, the primary source of funds for such purposes was
the  proceeds from the April 1995 issuance of $150 million of 10-
7/8% Senior Notes.

      Operating activities provided $10.2 million in cash in  the
current  nine  month  period versus $21.4 million  in  the  prior
period.  The decrease is primarily attributable to the decline in
net income.

      Capital  expenditures during the nine months ended December
31, 1996, totaled $33.6 million, primarily for the development of
a  golf  course  in Mesquite, which opened in October  1996,  and
maintenance  capital  spending  at  the  Company's  three   major
operating  facilities.  In addition, the Company  invested  $42.8
million  in  the  unconsolidated Maryland Heights joint  venture.
Capital  expenditures during the comparable 1995  period  totaled
$114.1   million,  which  consisted  principally  of  the   final
construction costs for Players Island Resort in Mesquite and  the
addition of a second riverboat in Lake Charles.

Recent Developments

     The Company and the banks (the "Banks") participating in the
Company's  Credit Facility agreed on December 16, 1996  to  amend
certain   financial  covenants  and  establish   three   separate
borrowing tranches with total credit availability of $120 million
(the  "Amended Credit Agreement").  Tranche A has $60 million  of
borrowing  availability, of which $50 million was outstanding  at
an  interest rate of prime plus 2.5% as of December 31, 1996.  No
amounts were drawn under Tranche B or C as of December 31,  1996.
$40 million is currently available under Tranche B at an interest
rate  of prime plus 5.5% for construction of the Maryland Heights
project.   No borrowing is currently available under  Tranche  C.
If  any  amounts are borrowed under Tranche B, the  Company  will
become  obligated  to  pay a repayment  incentive  fee  upon  the
repayment  of  the  entire amount outstanding  under  the  Credit
Facility which increases from $1 million prior to March 31,  1997
up  to $4 million prior to March 31, 1998.  On April 1, 1998,  if
the  repayment  incentive  fee has not been  previously  paid  in
connection  with repayment of the entire Credit Facility  amount,
the Company will be obligated to pay to the Banks an amount equal
to  the  increase  in the Company's stock price  (over  a  period
extending  up to December 31, 2005) over the stock price  at  the
time of the first draw down under the B Tranche multiplied by six
percent  of the common shares outstanding.  The Company paid  the
Banks a fee of $1.5 million in connection with entering into  the
Amended  Credit Agreement, will be obligated to pay a  Tranche  B
facility  fee of $800,000 if any Tranche B borrowings  are  drawn
and is obligated to pay an unused commitment fee of .5% per annum
under the Amended Credit Agreement.

      The  Company has announced that it has signed a  letter  of
intent for the sale of its Mesquite Property.  In connection with
such  sale, the Company has commenced negotiations with the Banks
regarding  the  requisite release of such property as  collateral
under  the Amended Credit Agreement.  It is anticipated that,  in
the  event such a sale is consummated, the borrowing availability
under Tranche B will be reduced by the amount of net proceeds  of
such sale.

      Although the Letter of Intent generally is not binding, the
following  terms are binding upon the parties:  the  Company  has
the  right  to invite, entertain, negotiate and/or accept  offers
from  other  parties  for the sale or other  disposition  of  the
Mesquite  Property until February 27, 1997 (the "30-Day Period");
the  Company  may terminate, prior to expiration  of  the  30-Day
Period, the Letter of Intent and any definitive agreement  to  be
negotiated and executed if the Company determines not to  proceed
with the sale of the Mesquite Property, however, the Company  may
be  obligated  to  pay  certain fees if  the  Company  sells  the
Mesquite  Property to a third party under certain  circumstances.
Definitive   transaction  terms  have  not  been  documented   or
executed.

      Even if the transaction is not consummated, as a result  of
these  events  and circumstances the Company has determined  that
the  property  has  been permanently impaired.  Accordingly,  the
Company  is  currently  evaluating the amount  of  the  permanent
impairment which is expected to be recorded in the fourth quarter
ended March 31, 1997, and could be in the range of $20 million to
$40  million  on  an  after-tax basis.   The  recording  of  this
impairment will necessitate further amendments to the Amended and
Restated   Credit  Agreement  in  regards  to  certain  financial
covenants.

      Also  in  connection with the foregoing,  the  Company  has
commenced  negotiations with the Banks  and  one  or  more  third
parties  regarding the provision of certain short term  financing
of  up to $10 million in lieu of drawings under Tranche B.   Such
Interim  Financing ("Interim Financing") would be  used  to  fund
completion  of  the Maryland Heights Project.   It  is  presently
anticipated  that such Interim Financing would bear  interest  at
the same rate as Tranche B and would provide for an incentive fee
of  up to 10% of the amount of the maximum amount of such Interim
Financing  if  no  borrowings under Tranche B  are  made  by  the
Company.   Any borrowings under such Interim Financing  would  be
repayable upon demand by the lender in certain circumstances  and
in  such  event  would be repaid by the Company by  drawing  upon
Tranche B.

      The  Company's portion of the Maryland Heights  project  is
expected   to   cost   approximately  $140   million,   excluding
capitalized  interest.  As of December 31, 1996, the Company  had
funded  approximately $95 million of this  amount.   The  Company
anticipates  that  borrowings under the Amended Credit  Agreement
and  cash  flow from operations will be sufficient  to  fund  the
completion and opening of the Maryland Heights project.



PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

      The  Company  has  the  following  developments  to  report
concerning outstanding legal matters previously reported:

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 or about October 27, 1995 the Company was served with  a
purported  class action in the United States District  Court  for
the  District  of Nevada by Larry Schreier which  is  essentially
identical to the Poulos and Ahearn litigation, except for certain
variations in the definition of the purported class.  The  Poulos
and  Ahern  litigation has been consolidated  with  the  Schreier
litigation.

        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. Pretrial
discovery  and  motions  are  currently  underway.   The  Company
believes  that the claims are wholly without merit and  does  not
expect  that the lawsuit will have a material adverse  effect  on
the Company's financial position or results of operations.


Item 4.   Submission of Matters to a Vote of  Security Holders

     On November 14, 1996, the annual meeting of the Registrant's
Stockholders was held and current directors were re-elected.  The
directors  for  fiscal  year  1997  are  Lawrence  Cohen,  Edward
Fishman,  Thomas  E.  Gallagher, Marshall S.  Geller,  Howard  A.
Goldberg, Jay M. Green, Charles M. Masson, Lee Seidler  and  Earl
E.  Webb.   On  the  record date fixed for  the  annual  meeting,
stockholders holding 29,187,444 shares of the Registrant's Common
Stock were entitled to vote.  Present at the meeting in person or
by  proxy  were stockholders holding 28,523,278 shares of  Common
Stock.

Item 6.   Exhibits and Reports on Form 8-K


Exhibits Filed with this Form 10-Q

     Exhibit No.    Exhibit Description

10.1      Amended  and Restated Credit Agreement,  dated  as
          of  December 16, 1996, among the Company  and  the
          Lenders  party  thereto, Wells Fargo  Bank,  N.A.,
          Bankers    Trust   Company   and   BT   Securities
          Corporation.
27.0      Financial Data Schedule


Reports on Form 8-K Filed During Quarter

      The  Company's  Current Report on Form 8-K filed  with  the
Securities and Exchange Commission on February 3, 1997  concerned
third  quarter  earnings, the Letter of Intent for  the  Mesquite
Property,  and the Board of Directors' adoption of a Stockholders
Rights Plan, subject to regulatory approval.
                       
    SIGNATURES

      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: February 18, 1997  By:       /s/ Henry M. Applegate
                               Henry M. Applegate, Senior Vice
                               President, Chief Financial Officer
                               and Chief Accounting Officer