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 June 30, 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 August 12, 1998, there were 31,941,737 shares of the
registrant's Common Stock outstanding, net of treasury stock.


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

Item 1.   Financial Statements

     Condensed Consolidated Balance Sheets at June 30, 1998 and
     March 31, 1998                                                  3

     Condensed Consolidated Statements  of  Operations  for  the
     Three Months Ended June 30, 1998 and 1997                       5

     Condensed  Consolidated Statements of  Cash  Flows  for  the
     Three Months Ended June 30, 1998 and 1997                       6

     Notes to Condensed Consolidated Financial Statements            7

Item 2.Management's Discussion and Analysis of Financial
     Condition and Results of Operations                             9

Item 3.Quantitative and Qualitative Disclosures About
     Market Risk                                                    12


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                         12

Item 5.   Other Information                                         15

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

                                             June 30,   March 31,
                                               1998       1998
                                             --------   ---------
                                                 (Unaudited)
CURRENT ASSETS:                                      
    Cash and cash equivalents              $  19,238  $  17,223
    Accounts receivable, net of allowance                  
    for doubtful accounts of $774 at June 30,
    1998 and $786 at March 31, 1998            2,575      3,559
    Notes receivable                           1,500          -
    Inventories                                1,381      1,476
    Deferred income tax                        2,010      2,010
    Income taxes refundable                    4,532      6,580
    Prepaid expenses and other current                     
    assets                                     2,567      2,285
                                           ---------  ---------  
           Total current assets               33,803     33,133
                                           ---------  ---------
                                                           
PROPERTY AND EQUIPMENT, net of                             
    accumulated depreciation
    and amortization of $48,861 at June                    
    30, 1998 and $44,405 at
    March 31, 1998                           235,079    237,478
                                           ---------  ---------
                                                           
NOTES RECEIVABLE                                   -      1,500
                                           ---------  ---------   
                                                           
INTANGIBLES, net of accumulated                            
    amortization of $3,813 at June 30, 1998                                  
    and $3,572 at March 31, 1998              35,061     35,302
                                           ---------  ---------
                                                           
INVESTMENT IN JOINT VENTURE                   95,442     96,587
                                           ---------  ---------
                                                           
OTHER ASSETS                                   5,529      5,587
                                           ---------  ---------
                                                           
           TOTAL ASSETS                    $ 404,914  $ 409,587
                                           =========  =========

     The accompanying notes are an integral part of these condensed
                     consolidated financial statements.

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

              LIABILITIES AND STOCKHOLDERS' EQUITY

                                            June 30,   March 31,
                                              1998       1998
                                            --------   ---------
                                                (Unaudited)
CURRENT LIABILITIES:                                 
    Current portion of long-term debt       $  2,069   $  2,008
    Accounts payable                           3,778      4,590
    Accrued liabilities                       26,491     28,832
    Other liabilities                          3,924      3,775
                                            --------   -------- 
                                                           
           Total current liabilities          36,262     39,205
                                            --------   --------    
                                                           
OTHER LONG-TERM LIABILITIES                   28,868     28,997
                                            --------   --------
                                                           
DEFERRED TAX LIABILITIES - LONG TERM           2,930      2,930
                                            --------   --------
                                                           
LONG-TERM DEBT, net of current portion       176,500    180,541
                                            --------   --------     
                                                           
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- 32,613,873 at June 30, 1998                  
      and 32,613,498 at March 31, 1998           163        163
   Additional paid-in capital                132,338    132,338
   Treasury stock, at cost; 672,100                        
      shares at June 30, 1998 and             
      March 31, 1998                         (7,294)    (7,294)
   Retained earnings                          35,147     32,707
                                            --------   --------
                                                        
              Total stockholders' equity     160,354    157,914
                                            --------   --------
                                                           
    TOTAL LIABILITIES AND STOCKHOLDERS'    
    EQUITY                                  $404,914   $409,587
                                            ========   ========

     The accompanying notes are an integral part of these condensed
                consolidated financial statements.
   
          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (dollars in thousands, except per share data)
                           (Unaudited)

                                               For the Three
                                           Months Ended June 30,
                                           ---------------------
                                               1998      1997
                                               ----      ----
                                                          
REVENUES:                                                 
 Casino                                     $ 77,024   $ 75,787
 Food and beverage                             2,510      4,186
 Hotel                                           989      1,795
 Other                                         1,042      2,414
                                            --------   --------    
                                                          
                                              81,565     84,182
                                            --------   --------
                                                          
COSTS AND EXPENSES:                                       
 Casino                                       35,846     36,488
 Food and beverage                             2,111      4,077
 Hotel                                           397        671
 Other operating expenses                     10,588     11,455
 Selling, general and administrative          13,456     15,301
 Corporate administrative expenses             1,854      1,590
 Allocated amounts of joint venture            2,721      3,251
 Depreciation and amortization                 4,936      4,604
                                            --------   --------
                                                          
                                              71,909     77,437
                                            --------   --------
                                                          
 Income before other income (expense)                     
      and provision for income taxes           9,656      6,745
                                            --------   --------
                                                          
OTHER INCOME (EXPENSE):                                   
 Interest income                                  60         12
 Other income, net                              (15)       (19)
 Interest expense                            (5,701)    (6,254)
                                            --------   --------
                                                          
                                             (5,656)    (6,261)
                                            --------   --------
                                                          
 Income before provision for income taxes      4,000        484
                                                          
PROVISION FOR INCOME TAXES                     1,560        191
                                            --------   --------
                                                          
NET INCOME                                  $  2,440   $    293
                                            ========   ========
                                                          
EARNINGS PER COMMON SHARE                                 
      Basic                                 $   0.08    $  0.01
      Diluted                               $   0.08    $  0.01

     The accompanying notes are an integral part of these condensed
                consolidated financial statements.

          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (dollars in thousands)
                           (Unaudited)
                                                  For the
                                              Three Months Ended
                                                  June 30,
                                              ------------------
                                                              
                                               1998       1997
                                               ----       ----      
CASH FLOWS FROM OPERATING ACTIVITIES:                       
    Net income                              $  2,440    $   293
    Adjustments to reconcile net income to                  
    net cash provided by operating activities:                              
       Depreciation and amortization           4,936      4,604
       Joint venture depreciation and
       amortization                            1,145      1,308
       Loss on disposition of property and
       equipment                                  18         24
       Other                                      70        638
    Changes in assets and liabilities:                      
        Accounts and notes receivable            914    (7,879)
        Inventories, prepaid expenses and      
        other current assets                   (187)      1,830
        Income taxes refundable                2,048      3,333
        Other assets                               7      (829)
        Accounts payable and accrued         
        liabilities                          (3,153)    (2,803)
        Other liabilities                         20      (201)
                                            --------   --------
                                                            
    Net cash provided by operating                          
    activities                                 8,258        318
                                            --------   --------
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                       
    Net purchases of property and equipment  (2,123)   (13,498)
    Proceeds from disposal of property and        
    equipment                                     24      7,057
    Investment in joint venture                    -    (6,390)
                                            --------   --------
    Cash used in investing activities        (2,099)   (12,831)
                                            --------   --------    
                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                       
    Proceeds from issuance of long-term        
    debt                                       9,000     22,317
    Repayments of long-term debt            (12,980)   (11,386)
    Debt issuance cost                         (164)      (122)
                                            --------   --------
                                                            
    Net cash provided by (used in)                          
    financing activities                     (4,144)     10,809
                                            --------   --------       
NET INCREASE (DECREASE) IN CASH AND CASH      
EQUIVALENTS                                    2,015    (1,704)
CASH AND CASH EQUIVALENTS AT BEGINNING OF                   
PERIOD                                        17,223     20,567
                                            --------   --------
                                                            
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $19,238    $18,863
                                            ========   ========
                                                            
SUPPLEMENTAL CASH FLOW DISCLOSURE:                          
    Interest paid                            $ 9,280    $10,396
    Income taxes paid                              2          2
    Debt incurred to purchase equipment            -      3,905
    Note receivable on sale of Mesquite                
    property                                       -      1,500


     The accompanying notes are an integral part of these condensed
                consolidated financial statements.

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,
1998.   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 three months  ended
June  30,  1998, 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 $6,126,000 and $6,674,000
for the three months ended June 30, 1998 and 1997, 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
                                       Ended June 30,
                                    --------------------
                                   (dollars in thousands)
                                      1998       1997
                                      ----       ----

      Food and beverage             $ 4,248    $ 4,860
      Other                             433        465
                                    -------    -------
                                    $ 4,681    $ 5,325
                                    =======    =======    

Note 3 - 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
                                           Ended June 30,
                                        --------------------
                                      (dollars in thousands)
                                         1998       1997
                                         ----       ----
       Net revenues                   $  4,914   $  4,658
       Depreciation and amortization     2,328      2,617
       Net loss                          5,441      6,501

Note 4 - Earnings Per Share

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

                                       For the Three Months
                                          Ended June 30,
                                       --------------------
                                        1998         1997
                                        ----         ----
     Numerator:                                        
     Net income                    $ 2,440,000   $   293,000
                                               
     Denominator:                                      
     Denominator for basic earnings                    
     per share-
     weighted-average shares        31,941,579    31,891,248
                                                       
     Effect of dilutive securities-                    
     stock options                     147,286        21,702
                                   -----------   -----------     
                                                       
     Denominator for diluted                           
     earnings per share-
     adjusted weighted-average      
     shares                         32,088,865    31,912,950
                                   ===========   ===========

     Basic earnings per share      $      0.08   $      0.01
                                   ===========   ===========     
                                                       
     Diluted earnings per share     $     0.08   $      0.01
                                   ===========   ===========     

Note 5 - Contingencies

     The  Company is involved in certain litigation regarding the
constitutionality  of  gaming facilities such  as  the  Company's
Maryland  Heights,  Missouri  (the "Maryland  Heights  Facility")
located  upon  artificial basins fed by the Missouri  River.   An
amendment  to  the State constitution has been proposed  for  the
November  1998  ballot.   Based on the outcome  of  the  November
referendum  and  subsequent  court proceedings,  the  possibility
exists  that  the Company could be forced either to remediate  or
close  the Maryland Heights Facility.  If either of these  events
occur, the Company could incur substantial remediation costs or a
substantial  write-down in asset values.   The  amounts  involved
cannot be reasonably estimated at this time.

     Each  cruising  riverboat is regulated  by  the  U.S.  Coast
Guard.   U.S.  Coast  Guard regulations  require  that  hulls  of
vessels of the type being operated by the Company in Lake Charles
and  Metropolis  be inspected every five years at  a  U.S.  Coast
Guard  approved dry docking facility which will cause a temporary
loss  of service that could last one month or longer, unless  the
U.S. Coast Guard determines that an alternative to dry docking is
acceptable.   The next such inspection is scheduled to  occur  in
the fall of calendar 1998 for the Lake Charles Star Riverboat and
the  fall  of  calendar  2000 for both the Players  Lake  Charles
Riverboat  and the  Metropolis Riverboat.  Subject to U.S.  Coast
Guard  approval,  the  Company is pursuing an  underwater  onsite
inspection of the hull of the Lake Charles Star Riverboat  as  an
alternative to dry docking.  An underwater hull inspection  would
likely  involve a minimal disruption in operations,  however,  no
assurance can be given that dry docking and the related  loss  of
service will not be required.
     
     The  Company and its subsidiaries are defendants in  certain
other  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 consolidated financial statements.

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

Comparison of Operating Results for the Three-Month Periods Ended
June 30, 1998 and 1997

       The  Company  owns  and  operates  riverboat  gaming   and
entertainment facilities.  These include one 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 operated a land-based casino  resort  in
Mesquite,  Nevada (the "Mesquite Facility") until June 30,  1997.
The  Company  also owns and operates a thoroughbred racetrack  in
Paducah, Kentucky.  The Company's fiscal year ends on March 31st.
References to the first quarter of 1999 or 1998, mean  the  three
month   periods  ended  June  30,  1998,  and  June   30,   1997,
respectively.

Results of Operations

Financial Highlights
                                                     %Increase/
Three months ended June 30,        1998       1997   (Decrease)
(Dollars in thousands, except per share amounts)

Casino Revenues                                             
   Metropolis                 $  19,684   $  18,725      5.1
   Lake Charles                  36,265      37,337    (2.9)     
   Maryland Heights              21,075      15,287     37.9
   Mesquite                           -       4,438      (c)
                              ---------   ---------
                              $  77,024   $  75,787      1.6
                              =========   =========   
                                                            
Total Revenues                                              
   Metropolis                 $  20,473   $  19,504      5.0
   Lake Charles                  38,904      39,178    (0.7)
   Maryland Heights              21,991      16,582     32.6
   Mesquite                           -       8,700      (c)
   Other                            197         218    (9.6)
                              ---------   ---------
                              $  81,565   $  84,182    (3.1)
                              =========   =========
                                                            
Operating Income (Loss)                                     
   Metropolis                 $   4,767   $   4,717      1.1
   Lake Charles                   6,848       6,854        -
   Maryland Heights (a)             657     (1,683)    139.0
   Mesquite                           -       (690)      (c)
   Corporate, development,
   pre-opening and other        (2,616)     (2,453)    (6.7)
                              ---------   ---------   
                              $   9,656   $   6,745     43.1
                              =========   =========
                                                            
   Depreciation and             
   amortization (b)           $   4,936   $   4,604      7.2
                              =========   =========  
   Interest expense           $   5,701   $   6,254    (8.8)
                              =========   =========
   Net income                 $   2,440   $     293    732.8
                              =========   =========  
   Earnings per share          
   assuming dilution          $    0.08   $    0.01    700.0
                              =========   =========

Operating Margin (operating                                
income/total revenues)
   Metropolis                      23.3%      24.2%   (0.9) pts
   Lake Charles                    17.6%      17.5%     0.1 pts
   Maryland Heights                 3.0%    (10.1)%    13.1 pts
   Mesquite                            -     (7.9)%     (c)
   Consolidated                    11.8%       8.0%     3.8 pts


(a)  Amount includes the Company's 50% share of both the Maryland
  Heights Joint Venture operating losses and Maryland Heights Joint
  Venture depreciation and amortization.  In the first quarter of
  1999,  Player's share of the total loss from investment in  the
  Maryland  Heights Joint Venture was approximately $2.7  million
  which  consisted of $1.6 million in operating losses  and  $1.1
  million in depreciation and amortization.  In the first quarter
  of 1998, Player's share of the total loss from investment in the
  Maryland  Heights Joint Venture was approximately $3.3 million,
  which includes $1.3 million of depreciation and amortization.

(b)   The  first quarter of 1999 and 1998 do not include Player's
  share  of  the Maryland Heights Joint Venture depreciation  and
  amortization  of approximately $1.1 million and  $1.3  million,
  respectively.

(c)  The Mesquite Facility was sold on June 30, 1997.

     The  1.6%  net  increase  in casino  revenue  and  3.1%  net
decrease  in  total  revenue in the  first  quarter  of  1999  as
compared  to the first quarter of 1998, resulted from significant
revenue  growth in the comparable periods at the Maryland Heights
Facility  which  opened on March 11, 1997.  Revenue  growth  from
this  facility  offset the absence of any revenues from  Mesquite
which  was sold on June 30, 1997.  The 45.9% decline in food  and
beverage, hotel and other revenue in the first quarter of 1999 as
compared to the first quarter of 1998, was primarily attributable
to  the  absence  of  Mesquite.  In the first  quarter  of  1999,
Metropolis revenues benefited from the addition of the new dining
and  entertainment  complex which was placed  in  service  during
December, 1997, and the Lake Charles Facility benefited from  the
acquisition  of the Lake Charles Holiday Inn which was  purchased
by the Company in January, 1998.

      The  Company's operating income increased 43.1% during  the
first  quarter of 1999 as compared to the first quarter of  1998.
The  increase  was due to profitable performance at the  Maryland
Heights Facility as compared to the loss experienced in the first
quarter   of   1998,  its  first  full  quarter   of   operation.
Substantial   revenue   growth  coupled  with   continuing   cost
reductions  were  the  primary reasons for the  operating  income
growth  in Maryland Heights between the comparable first  quarter
periods.   The  growth  in  operating income  at  the  Metropolis
Facility  more than offset the increase in Illinois gaming  taxes
which  went  into  effect on January 1, 1998.  In  addition,  the
first  quarter of 1999 benefited from the absence of an operating
loss for Mesquite.

      Corporate,  development,  pre-opening  and  other  expenses
increased 6.7% as a result of approximately $250,000 in legal and
consulting  costs incurred during the first quarter of  1999  for
the "boat-in-a-moat" proceedings in the State of Missouri.

     Depreciation and amortization expense increased 7.2% in  the
first  quarter of 1999 as compared to the first quarter  of  1998
due  to  additional  depreciation from both  the  new  Metropolis
dining and entertainment complex and the Lake Charles Holiday Inn
acquisition.   In  addition,  depreciation  adjustments  at   the
Maryland  Heights Facility for the comparable periods contributed
to the overall increase.

Interest Expense

     Interest expense decreased 8.8% in the first quarter of 1999
as compared to the first quarter of 1998 due to reductions in the
Company's  bank  borrowings  and  average  borrowing  rate.   The
interest rate decrease resulted from a new $80 million, five year
bank agreement that closed in March, 1998.

Additional Factors Affecting Future Operating Income

      Road  construction is currently scheduled to begin on  U.S.
Interstate 10 in front of the Company's Lake Charles Facility  in
August,  1998,  and is scheduled to be completed  no  later  than
March,  1999.   The  construction will result in  lanes  of  U.S.
Interstate  10  being closed for periods of  time,  although  the
Company  has  been  advised  that  one  Eastbound  lane  and  one
Westbound lane will always remain open, permitting access to  and
from  the  casino.  The Company cannot determine what effect,  if
any,  traffic  delays  caused by road construction  may  have  on
patronage  to  the  facility,  although  significant  delays  may
adversely  impact patronage and revenues during the  construction
period.

Capital Resources and Liquidity

      During the three months ended June 30, 1998, cash generated
by operations was used to reduce bank borrowings from $30 million
on March 31, 1998, to $26.5 million on June 30, 1998.

Contingencies

      The Company is involved in certain litigation regarding the
constitutionality  of  gaming facilities (such  as  the  Maryland
Heights  Facility)  located upon artificial  basins  fed  by  the
Missouri  River.  See Part II, Item 1; W. Todd Akin,  et  al.  v.
Missouri Gaming Commission.  Based on the outcome of the November
Referendum  and  subsequent  court proceedings,  the  possibility
exists  that  the Company could be forced either to remediate  or
close  the Maryland Heights Facility.  If either of these  events
occur, the Company could incur substantial remediation costs or a
substantial  write-down in asset values.   The  amounts  involved
cannot be reasonably estimated at this time.

      Each  cruising  riverboat is regulated by  the  U.S.  Coast
Guard.   U.S.  Coast  Guard regulations  require  that  hulls  of
vessels of the type being operated by the Company in Lake Charles
and  Metropolis  be inspected every five years at  a  U.S.  Coast
Guard  approved dry docking facility which will cause a temporary
loss  of service that could last one month or longer, unless  the
U.S. Coast Guard determines that an alternative to dry docking is
acceptable.   The next inspection is scheduled to  occur  in  the
fall of calendar 1998 for the Lake Charles Star Riverboat and the
fall of calendar 2000 for both the Players Lake Charles Riverboat
and  the  Metropolis  Riverboat.  Subject  to  U.S.  Coast  Guard
approval, the Company is pursuing an underwater onsite inspection
of  the hull of the Lake Charles Star Riverboat as an alternative
to  dry  docking.   An  underwater hull inspection  would  likely
involve a minimal disruption in operations, however, no assurance
can  be  given that dry docking and the related loss  of  service
will not be required.

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   effects   of
competition,  the resolution of pending or threatened  litigation
or  regulatory proceedings concerning the Company's alleged  non-
compliance  with  Missouri's gaming laws and Constitution,  plans
for future riverboat hull inspections, I-10 road construction  in
Lake  Charles,  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",
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 conducting operations in an increasingly competitive
environment,  conducting  operations  at  a  newly  or   recently
developed site or in a jurisdiction for which gaming has recently
been  permitted,  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
U.S.  Coast Guard's acceptance of underwater hull inspections  as
an  alternative to dry docking and inspection, changes in federal
and  state  tax  laws, the disruption to Lake Charles  operations
caused by road construction, 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.


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
     
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 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.
     
     On  or about October 27, 1995 the Company was served with  a
purported  class action captioned Schreier, et.  al.  v.  Players
International, et al. in the United States District Court for the
District of Nevada, which is essentially identical to the  Poulos
and  Ahern  litigation,  except for  certain  variations  in  the
definition  of  the  purported  class.   The  matter   has   been
consolidated with the Poulos and Ahern litigation.
     
     These  matters are currently in the discovery  stage,  after
which  substantive motions for dismissal will  be  filed  by  the
defendants.  The Company believes that the plaintiffs' claims are
wholly  without merit and does not expect that the lawsuits  will
have  a  material  adverse  effect  on  the  Company's  financial
position or results of operations.
     
J.A. Miller, et al. v. Showboat Star Partnership, et al.
     
     Showboat  Star  Partnership and Players Lake  Charles,  LLC,
subsidiaries  of  the  Company,   were  served  with  a  petition
captioned J.A.  Miller, et al.  v. Showboat Star Partnership,  et
al.  on or about February 27, 1997, Docket No.  10-14544, in  the
38th  Judicial  District  Court,  Parish  of  Cameron,  State  of
Louisiana.   The plaintiffs, a group of oyster fishermen,  allege
in  the  petition  that on or about February 2,  1997,  the  Star
Riverboat  discharged raw sewage and other  hazardous  and  toxic
substances  from  the  bilge  of the vessel  into  Lake  Charles.
Plaintiffs  further allege that, since 1994, the  Star  Riverboat
and the Players Lake Charles Riverboat have discharged raw sewage
and  other hazardous and toxic substances into Lake Charles which
is  part of the Calcasieu Estuary.  Plaintiffs claim that alleged
acts  of  the  Company have resulted in great damage  to  natural
oyster  beds forty-three (43) miles down river in Cameron Parish,
resulting  in  oysters situated thereon to become  dangerous  and
unfit   for  human  consumption  and/or  preventing  the   oyster
fishermen  from  harvesting oysters.  The  oyster  fishermen  are
claiming  both compensatory and punitive damages.  The matter  is
in the early stages of litigation.  The Company has filed several
motions in response to the petition, including motions to dismiss
the  action.   The  Company has  requested certain  discovery  in
connection with the motions.  The Company has also filed a motion
to  require  Plaintiffs to post security for taxable costs  which
may  be  incurred  by  the  Company,  through  its  insurer,   in
connection   with  this  litigation.   The  Company  intends   to
vigorously defend this action.
     
Ceola and Richard Morris v. Players Lake Charles, Inc., et al.
     
     Players Lake Charles, Inc. has been named as a defendant  in
a  claim in Louisiana State Court for personal injuries filed  by
Ceola  and Richard Morris.  The claim allegedly resulted  when  a
piece of fret-work aboard the Players Lake Charles Riverboat fell
from  the wall and allegedly hit Ms. Morris on the head.    Third
party  demands  and  cross claims have been filed  on  behalf  of
Players  against  Leevac Shipyards, who was responsible  for  the
construction  of the vessel, and its insurer, as  well  as  James
Carpet  & Drapery, who actually installed the fret work, and  its
insurer.   These  claims  arise  from  a  breach  of  workmanlike
performance in the construction of the vessel.  The Company is in
the  process  of  filing  a Motion for Summary  Judgment  against
Leevac  Shipyards  on  the  issue of  indemnity.   The  Company's
primary  insurer  with  respect to  this  claim,  Anglo  American
Insurance Company Limited ("Anglo American"), has been placed  in
liquidation, which liquidation proceedings are still ongoing.  It
is  not  known  whether, at the conclusion of  such  proceedings,
Anglo  American will have sufficient assets remaining to  satisfy
and  judgment  that may be obtained against the Company  in  this
case,  which  is  currently set for trial on September  8,  1998.
There  is  a  likelihood that this trial date will be  continued.
The Company continues to pursue its claim against Anglo American.
     
W. Todd Akin, et al. v. Missouri Gaming Commission
     
     W.  Todd Akin et al. v. Missouri Gaming Commission was filed
in  the Circuit Court of Cole County, Missouri, in August of 1996
in  order to seek a judicial declaration that the Missouri Gaming
Act  is  unconstitutional  because,  allegedly  contrary  to  the
Missouri  Constitution, the Missouri Gaming  Act  permits  gaming
facilities (such as the Maryland Heights Facility) to be  located
upon  artificial basins fed by the Missouri River.   The  Company
and  Harrah's, the Missouri Riverboat Gaming Association and  the
City  of  Maryland Heights intervened in order to  protect  their
respective  interests.  The statute was found constitutional  and
the suit was dismissed in its entirety on the merits by the trial
court in December, 1996.  That dismissal was appealed directly to
the  Missouri  Supreme Court by the plaintiffs in January,  1997.
On  November  25,  1997, the Missouri Supreme  Court  ruled  that
gaming may occur only in artificial spaces that are contiguous to
the  surface stream of the Missouri and Mississippi Rivers.   The
case  was remanded to the trial court for a factual determination
as  to whether those casino operators meet this requirement.  The
plaintiffs  dismissed their case against the Company  after  this
ruling  but prior to a determination by the trial court  on  this
issue.   A  number  of Missouri gaming licensees  conduct  gaming
operations  directly on the Missouri and Mississippi  rivers  and
thus these operators are not expected to be adversely affected by
the implications of the Akin decision.
     
     In  January,  1998, the Company was advised by the  Missouri
Gaming  Commission  that it intended to take disciplinary  action
against the licenses held by the Company in Maryland Heights  for
failure  to comply with Missouri law, as modified and interpreted
in  the  Akin  decision, and to revoke the Company's licenses  to
conduct  games  of chance at the Maryland Heights  Facility.   In
response  to  this, on January 9, 1998, the Company (and  certain
other casino companies) sought and obtained a Preliminary Writ of
Prohibition  from  the Circuit Court of Cole County,  prohibiting
the  Missouri  Gaming Commission from taking disciplinary  action
against  such companies.  On January 29, 1998, following hearings
on  the  Petition for Writ of Prohibition, the Circuit  Court  of
Cole  County made its Preliminary Writ of Prohibition  permanent,
holding  that  the companies had a constitutional  right  to  due
process  which was violated by the proposed disciplinary  actions
of   the   Missouri  Gaming  Commission.   The  Missouri   Gaming
Commission  appealed that decision granting a Writ of Prohibition
to  the  Missouri  Supreme Court.  On May 28, 1998  the  Missouri
Supreme  Court  issued its decision in this case,  reversing  the
decision  of  the  Circuit  Court  and  quashing  the   Writ   of
Prohibition  issued against the Missouri Gaming Commission.   The
Court   found   that  because  the  Missouri  Gaming   Commission
presumptively  had  jurisdiction  to  take  disciplinary   action
against  gaming facilities for failing to comply with  state  law
location requirements, a Writ of Prohibition was an inappropriate
remedy.   The  Court  held  that  the  companies'  objections  to
jurisdiction  and other components of the proceedings  should  be
addressed  to the agency, and to the courts of appeal should  the
companies  not  prevail before the agency.  The Court  also  held
that  the  appeal  was  an effective alternative  remedy  at  law
because  the  Commission  does have the  authority  to  stay  any
adverse  decision  pending  the  outcome  of  all  appeals,  thus
rendering   prohibition   an   inappropriate   remedy   in    the
circumstances.
     
     On  June 18, 1998, the Missouri Gaming Commission issued its
Preliminary  Orders  for  Disciplinary  Action  to   the   gaming
companies  affected by the Akin decision, including the  Company.
On  July  23,  1998,  the Company  requested  a  hearing  on  the
Preliminary  Orders  for Disciplinary Action,   which  stays  the
effect  of  the  proposed  Preliminary  Orders  indefinitely  and
entitles  the  Company to a full evidentiary hearing  before  the
Missouri  Gaming Commission's Hearing Officer.   There  are  five
gaming companies in separate locations which received Preliminary
Orders  for  Disciplinary Action and for whom  hearings  must  be
conducted.  The Missouri Gaming Commission has indicated that all
hearings  will  be  conducted prior to any  recommended  decision
being  submitted to the Commission by its Hearing Officer  for  a
vote  of  the  Commission on final discipline for  any  facility.
Hearings  are  anticipated to take several weeks.   Discovery  is
permitted  and  it is anticipated that hearings are  unlikely  to
commence  prior  to  September or  October  of  1998.   Should  a
recommendation adverse to the Company be made and adopted by  the
Missouri Gaming Commission, the Company may obtain a stay of  any
discipline, in order to appeal to the Missouri Court of  Appeals,
Western  District.   Appeals of this  type  ordinarily  take  six
months to one year from filing to decision.  Further appeal  from
any adverse decision of the Missouri Court of Appeals may then be
taken by transfer to the Missouri Supreme Court.
     
     Because  of management's belief that the Company is entitled
to  clarification of the uncertainty caused by the Akin  decision
and  the  Missouri  Gaming Commission's  and  Attorney  General's
interpretation of it, the Company and Harrah's filed suit  for  a
declaratory judgment in Circuit Court on January 22, 1998.   Such
suit  seeks  a  declaration  that: (i) the  Company's  reasonable
reliance   upon  the  prior  approval  of  the  Missouri   Gaming
Commission  of  its  location prohibits  adverse  action  by  the
Commission or Attorney General against the Company on  the  basis
of  the subsequent Akin decision; (ii) the Company, if found  not
in  compliance to any extent, must be permitted a period of  time
within which to remedy any deficiency in its facilities to  bring
them  into  compliance; and (iii) the Company is entitled  to  be
justly  compensated for any financial loss resulting from adverse
actions of the Missouri Gaming Commission or the Attorney General
in  enforcing  their  interpretation of the  Akin  decision.   On
February 23, 1998 the Commission filed its Motion to Dismiss  the
Petition   for   Lack   of  Ripeness  and  Failure   to   Exhaust
Administrative Remedies.  On March 26, 1998 arguments were  heard
on  the  Commission's Motion by the Circuit Court.  On April  13,
1998  the  Circuit Court issued its Order denying the Motions  to
Dismiss and requiring an Answer to be filed.  Defendants'  Answer
to  the  Petition was filed May 1, 1998 and Plaintiff's Discovery
commenced  with  Interrogatories and Requests for  Production  of
Documents  on  April  16,  1998.  While  this  case  involves  no
monetary sum, it will be diligently prosecuted by the Company  in
order  to obtain relief from the uncertainty created by the  Akin
decision.
     
     Because  of the questions raised, but not answered,  in  the
Missouri  Supreme Court's Akin decision, and because the  Company
has  not  yet had its hearing on the Missouri Gaming Commission's
Preliminary  Order  for Disciplinary Action, the  Company  cannot
predict what effect the Missouri Supreme Court's ruling,  or  any
action  of  the  Attorney General or Missouri Gaming  Commission,
will  have on the operations at Maryland Heights.  At this  time,
based  on  discussions  with Missouri legal  counsel,  management
believes that any potential problem could be remedied through (i)
a  public  referendum at the November 1998 Missouri  election  in
order to cure any ambiguity or uncertainty in the law or (ii) the
defenses  available to the Company if a lawsuit or administrative
action  based on this ruling were to be brought or (iii) remedial
action  to  the  property.   The  riverboat  gaming  industry  in
Missouri   has circulated petitions for signatures of 8%  of  the
qualified  voters  in  two-thirds of  the  state's  congressional
districts  for  the  purpose  of placing  on  the  November  1998
statewide  general  election  ballot a  constitutional  amendment
authorizing  floating facilities within 1,000 feet  of  the  main
channel   of  the  Missouri  and  Mississippi  Rivers.   Petition
signatures of over 200,000 voters were submitted to the Secretary
of  State July 3, 1998, and are undergoing a verification process
for  placement  of the constitutional amendment on  the  November
1998  general election ballot.  Such initiative, if  approved  by
the  voters,  would  terminate  all litigation  and  disciplinary
action  described  herein.   The staff  of  the  Missouri  Gaming
Commission has suggested to counsel for the Company that no final
decision  of  the  Missouri  Gaming  Commission  on  disciplinary
actions  is  anticipated  prior to the November,  1998  election.
Should  the initiative fail, the Company shall pursue  its  state
administrative  remedies before the Missouri  Gaming  Commission,
judicial  review before the courts of appeal, and  the  Company's
litigation  for declaratory judgment, injunction and compensation
for regulatory taking of property described above.
     
     If,  subsequent to any judicial or administrative resolution
of  any  of  the  foregoing issues, remediation of  the  Maryland
Heights  property  were considered, management  would,  prior  to
undertaking any remediation, (i) consult with Harrah's concerning
the  alternative means by which to remediate the property and the
terms   thereof,   including  whether   the   Company   in   such
circumstances  would  be  contractually  obligated  to  fund  any
remediation  effort  and (ii) individually evaluate  whether  the
cost  of remediation would be justified in light of the projected
future  results  of  the Company's Maryland  Heights  operations.
Management  cannot presently provide any assurance as to  whether
the  Maryland Heights Facility would be permitted to  modify  the
facility to comply with any such remediation order or whether the
Company's  legal  defenses, legislative or electoral  avenues  or
other means available would be successful to permit continued use
of the facility without interruption.  Further, it is unclear, in
the  event of a determination of non-compliance, what penalty  or
monetary  obligation  or sanction, if any, including  a  possible
temporary or permanent closure, could be imposed on the  Maryland
Heights  Facility or the Company.  If the Company could  not,  or
chose  not  to,  remediate the property and it were  closed,  the
Company  would  incur a substantial write-down  in  asset  values
related  to  the  property  in addition  to  the  possibility  of
incurring  substantial losses related to any potential  shut-down
or  suspension  of  operations.  Such  negative  impacts  may  be
offset, in part, by certain tax benefits.

Item 5.   Other Information.

TIMELY SUBMISSION OF STOCKHOLDER PROPOSALS

          The Securities and Exchange Commission ("SEC") requires
a  registrant to give stockholders notice of deadlines for timely
submission  of  certain  types  of  stockholder  proposals   that
stockholders wish to present for a vote at a registrant's  annual
meeting.   These deadlines are set based on certain SEC rules  as
they   relate  to  the  registrant's  annual  meeting  and  proxy
statement  mailing dates and relevant provisions of  its  charter
and  by-laws.  The Company's Board of Directors has not yet acted to
set a 1998 annual meeting date, but the Company anticipates a proxy
statement mailing date on or about September 17, 1998, for the
Company's 1998 Annual Meeting.

           Stockholder proposals submitted outside the process of
Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
must  have  been  received by August 3, 1998,  or  they  will  be
considered untimely.

           In  the event a stockholder did not timely notify  the
Company  concerning stockholder proposals, the Company will  have
the  right  to exercise its discretionary authority (through  the
right   conferred  upon  its  proxies)  to  vote   against   such
stockholder proposal.

Item 6.   Exhibits and Reports on Form 8-K

          Exhibits Filed with this Form 10-Q:

Exhibit No.  Exhibit Description

   27.0      Financial Data Schedule


Reports on Form 8-K Filed During Quarter:

None
                               
                            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: August 13, 1998                  By:   /s/ Peter J. Aranow
                                       Peter J. Aranow,                        
                                       Executive Vice President Finance,
                                       Chief Financial Officer,
                                       Treasurer  and  Secretary
                                       (Principal Financial Officer)