PH06/166999.1
Exhibit 10.4
                                
                            AMENDMENT
                                
                                
     THIS AMENDMENT, dated as of November 12, 1998, is between
Players International, Inc. (together with its successors or
assigns, the "Company") and Howard A. Goldberg ("Executive").

                      W I T N E S S E T H:

     WHEREAS, the Company and Executive are parties to an
Agreement dated as of October 1, 1996 (the "Agreement"), and the
Company and Executive now wish to amend the Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable
consideration, the Company and Executive agree as follows:

     1.         Paragraph 2(b) is amended in its entirety to read as
       follows:
          
               (b)  The Term of Employment shall commence on the
          date hereof and shall, unless sooner terminated as
          provided in Paragraph 9 or unless extended by the
          Company in its sole discretion, terminate on the close
          of business on September 30, 1999; provided that if a
          Change in Control of the Company occurs during the term
          of this Agreement, the Term of Employment shall
          automatically continue in effect for a period of 24
          months beyond the month in which such Change in Control
          occurs.

     2.         The introductory clause of Paragraph 9(d) (ending with
       the word "employment" in line 5 thereof) is amended in its
       entirety to read as follows:

               (d)  Termination Upon a Change in Control.  In the
          event (A) a Termination Upon a Change in Control occurs
          within 24 months following the month in which the
          Change in Control occurs, (B) Executive is terminated
          within six months prior to a Change in Control, by the
          Company without Cause (which shall not include a
          termination pursuant to Paragraph 9(a)) or by Executive
          in the event of a Constructive Termination Without
          Cause, or (C) Executive is terminated within six months
          prior to a Change in Control as a result of expiration
          of this Agreement, Executive shall be entitled to
          receive (taking into account any benefits provided
          under subparagraph (c)), promptly following the later
          of his termination of employment or the Change in
          Control:..."

     3.          Paragraph 9(d) is amended by adding a sentence to the
       end to read as follows:

          This Paragraph 9(d) shall survive any termination of
          this Agreement other  than a termination of this
          Agreement by reason of Executive's termination of
          employment for Cause.

     4.         In all respects not amended, the Agreement is hereby
       ratified and confirmed.

     IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first above written.

                              PLAYERS INTERNATIONAL, INC.


                              _________________________________
                              Chairman, Compensation Committee



                              _________________________________
                              Howard A. Goldberg