9

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

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


          For the quarterly period ended December 31, 1998

                               or

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

          For  the transition period from _______________________
          to ______________________

             Commission file number         0-14897
                                

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

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

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


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

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


              APPLICABLE ONLY TO CORPORATE ISSUERS:
                                
   As  of  February 4, 1999, there were 32,024,737 shares of  the
Registrant's   $0.005   per  share  par   value    Common   Stock
outstanding, net of treasury stock.

                                1

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                                
                              INDEX
                                
                                

PART II - OTHER INFORMATION                                PAGE
Item 6.Exhibits and Reports on Form 8-K                     3

       Signature                                            4

                                2


PART I - OTHER INFORMATION

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

          Exhibits filed with this Form 10-Q/A:

Exhibit No.    Exhibit Description

4.1       Rights  Agreement  dated as of January  27,  1997,
          between Players International, Inc. and Interwest Transfer
          Company, Inc. as Rights Agent (1)
10.1      Amended  and  Restated 1993 Stock Incentive  Plan,
          as amended through November 12,1998 (1)
10.2      Amendment dated as of August 31, 1998 to Agreement
          dated as of August 1, 1997, between Players International,
          Inc. and John Groom (1)
10.3      Amendment dated as of August 31, 1998 to Employment
          Agreement dated as of March 31, 1997 between Players
          International, Inc. and Patrick Madamba, Jr. (1)
10.4      Amendment  dated November 12, 1998  to  Employment
          Agreement  dated  October 1, 1996 between  Players
          International, Inc. and Howard A. Goldberg (1)
10.5      Amendment  dated  as  of  November  12,  1998   to
          Employment Agreement dated as of March 31, 1997 between
          Players International, Inc. and Patrick Madamba, Jr. (1)
10.6      Restated  Amendment dated as of January 6, 1999
          between Players International, Inc. and Peter J. Aranow (1)
10.7      Restated Amendment dated January 29, 1999 between
          Players International, Inc. and Peter J. Aranow (1)
27.0      Financial Data Schedule (1)
27.1      Amended Financial Data Schedules for the periods
          ended June 30, 1996 and December 31, 1996
27.2      Restated Financial Data Schedule for the period
          ended March 31, 1996
27.3      Financial Data Schedule for the period ended June
          30, 1997

                    (1)    Filed  as an exhibit to the  Company's
Quarterly Report on Form 10-Q for the quarter ended December  31,
1998, and incorporated herein by reference.

      Reports on Form 8-K Filed During Quarter:

                 A  Form 8-K was filed by the Company on November
12,  1998 regarding the Registrant's Board rejection of  a  $6.00
per share merger proposal by Hollywood Park, Inc.

                                3


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:      April 29, 1999             By:  /s/ Raymond  A. Spera
                                           Raymond A. Spera
                                           Chief Financial Officer
                                           (Principal Financial Officer)
                                
                                4

EXHIBIT 27.1
[ARTICLE] 5                                                     
[MULTIPLIER]  1,000                                             
<TABLE>                                                         
<S>                                             <C>          <C>
                                            AMENDED      AMENDED
<PERIOD TYPE>                                 3-MOS        9-MOS
<FISCAL YEAR END>                       MAR-31-1997  MAR-31-1997
<PERIOD END>                            JUN-30-1996  DEC-31-1996
[CASH]                                        20610        16006
[SECURITIES]                                   2945            0
[RECEIVABLES]                                  7658         5418
[ALLOWANCES]                                    280          513
[INVENTORY]                                    3005         3152
<CURRENT ASSETS>                              39722        35844
[PP&E]                                       316894       320861
[DEPRECIATION]                                27119        30663
<TOTAL ASSETS>                               440508       457301
<CURRENT LIABILITIES>                         35604        45883
[BONDS]                                      179500       185000
<PREFERRED MANDATORY>                             0            0
[PREFERRED]                                       0            0
[COMMON]                                        149          160
[OTHER-SE]                                   198176       196834
<TOTAL LIABILITY AND                         440508       457301
EQUITY>
[SALES]                                           0            0
<TOTAL REVENUES>                              79611       218866
[CGS]                                             0            0
<TOTAL COSTS>                                 36027       103053
<OTHER EXPENSES>                              32012       108080
<LOSS PROVISION>                                  0            0
<INTEREST EXPENSE>                             3864        11587
[INCOME-PRETAX]                                7806       (3584)
[INCOME-TAX]                                   3044       (1398)
[INCOME-CONTINUING]                            4762       (2186)
[DISCONTINUED]                                    0            0
[EXTRAORDINARY]                                   0            0
[CHANGES]                                         0            0
[NET-INCOME]                                   4762       (2186)
<EPS-BASIC>                                     .16        (.07)
[EPS-DILUTED]                                   .15        (.07)
</TABLE                                                         

EXHIBIT 27.2
[ARTICLE] 5                                                     
[MULTIPLIER]  1,000                                             

</TABLE>
<TABLE>                                                         
<S>                                                          <C>
                                                        RESTATED
<PERIOD TYPE>                                               YEAR
<FISCAL YEAR END>                                    MAR-31-1996
<PERIOD END>                                         MAR-31-1996
[CASH]                                                     18786
[SECURITIES]                                                4461
[RECEIVABLES]                                               7721
[ALLOWANCES]                                                 118
[INVENTORY]                                                 2719
<CURRENT ASSETS>                                           41583
[PP&E]                                                    302994
[DEPRECIATION]                                             23078
<TOTAL ASSETS>                                            413432
<CURRENT LIABILITIES>                                      39705
[BONDS]                                                   153000
<PREFERRED MANDATORY>                                          0
[PREFERRED]                                                    0
[COMMON]                                                     149
[OTHER-SE]                                                193478
<TOTAL LIABILITY AND                                      413432
EQUITY>
[SALES]                                                        0
<TOTAL REVENUES>                                          291395
[CGS]                                                          0
<TOTAL COSTS>                                             126063
<OTHER EXPENSES>                                          121461
<LOSS PROVISION>                                               0
<INTEREST EXPENSE>                                         14718
[INCOME-PRETAX]                                            36590
[INCOME-TAX]                                               14270
[INCOME-CONTINUING]                                        22320
[DISCONTINUED]                                                 0
[EXTRAORDINARY]                                                0
[CHANGES]                                                      0
[NET-INCOME]                                               22320
<EPS-BASIC>                                                  .75
[EPS-DILUTED]                                                .70
</TABLE                                                         

EXHIBIT 27.3
[ARTICLE] 5                                                     
[MULTIPLIER]  1,000                                             

</TABLE>
<TABLE>                                                         
<S>                                                          <C>
                                                                
<PERIOD TYPE>                                              3-MOS
<FISCAL YEAR END>                                    MAR-31-1998
<PERIOD END>                                         JUN-30-1997
[CASH]                                                     18863
[SECURITIES]                                                   0
[RECEIVABLES]                                              13042
[ALLOWANCES]                                                1267
[INVENTORY]                                                 1408
<CURRENT ASSETS>                                           60452
[PP&E]                                                    251165
[DEPRECIATION]                                             31163
<TOTAL ASSETS>                                            428804
<CURRENT LIABILITIES>                                      94803
[BONDS]                                                   151848
<PREFERRED MANDATORY>                                          0
[PREFERRED]                                                    0
[COMMON]                                                     163
[OTHER-SE]                                                156011
<TOTAL LIABILITY AND                                      428804
EQUITY>
[SALES]                                                        0
<TOTAL REVENUES>                                           84182
[CGS]                                                          0
<TOTAL COSTS>                                              41236
<OTHER EXPENSES>                                           36201
<LOSS PROVISION>                                               0
<INTEREST EXPENSE>                                          6254
[INCOME-PRETAX]                                              484
[INCOME-TAX]                                                 191
[INCOME-CONTINUING]                                          293
[DISCONTINUED]                                                 0
[EXTRAORDINARY]                                                0
[CHANGES]                                                      0
[NET-INCOME]                                                 293
<EPS-BASIC>                                                  .01
[EPS-DILUTED]                                                .01
</TABLE                                                         



</TABLE>