PH06/159073.2
Exhibit 10.2
                                
                            AMENDMENT
                                
                                
     THIS AMENDMENT, dated as of August 31, 1998, is between
Players International, Inc. (together with its successors or
assigns, the "Company") and John Groom ("Executive").

                      W I T N E S S E T H:

     WHEREAS, the Company and Executive are parties to an
Agreement dated as of August 1, 1997 (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.        Section 1(f) is amended in its entirety to read as
       follows:
          
               (f)  "Change in Control" shall mean the occurrence
          of any one of the following events:

                    (i)  any Person (except the Griffin Group or
               its Affiliates and Associates, Company management
               as of the Effective Date and their Affiliates and
               Associates or the Company or any employee benefit
               plan of the Company or of any Affiliate, any
               Person or entity organized, appointed or
               established by the Company for or pursuant to the
               terms of any such employee benefit plan), together
               with all Affiliates and Associates of such Person,
               shall become the Beneficial Owner in the aggregate
               of 30% or more of the Voting Stock then
               outstanding; provided, however, that no "Change in
               Control" shall be deemed to occur during any
               period in which any such Person, and its
               Affiliates and Associates, are bound by the terms
               of a standstill agreement under which such parties
               have agreed not to acquire more than 30% of the
               Voting Stock then outstanding or to solicit
               proxies;

                    (ii) consummation by the Company of a
               reorganization, merger or consolidation (a
               "Business Combination"), in each case, with
               respect to which all or substantially all of the
               individuals and entities who were the respective
               Beneficial Owners of the Voting Stock outstanding
               immediately prior to such Business Combination do
               not, following such Business Combination,
               Beneficially Own, directly or indirectly, more
               than 50% of the then outstanding shares of voting
               stock of the corporation resulting from such
               Business Combination in substantially the same
               proportion as their ownership immediately prior to
               such Business Combination of the outstanding
               Voting Stock;

                    (iii)     consummation of a complete
               liquidation or dissolution of the Company;

                    (iv) sale or other disposition of all or
               substantially all of the assets of the Company
               other than to a corporation with respect to which,
               following such sale or disposition, more than 50%
               of the then outstanding shares of voting stock is
               then owned beneficially, directly or indirectly,
               by all or substantially all of the individuals and
               entities who were the Beneficial Owners,
               respectively, of the outstanding Voting Stock
               immediately prior to such sale or disposition in
               substantially the same proportion as their
               ownership of the outstanding Voting Stock
               immediately prior to such sale or disposition;

                    (v)  individuals who, as of the beginning of
               any twenty-four month period, constitute the Board
               (the "Incumbent Board") cease for any reason to
               constitute at least a majority of the Board,
               provided that any individual becoming a director
               subsequent to the beginning of such period whose
               election or nomination for election by the Company
               stockholders was approved by a vote of at least a
               majority of the directors then comprising the
               Incumbent Board shall be considered as though such
               individual were a member of the Incumbent Board,
               but excluding, for this purpose, any such
               individual whose initial assumption of office is
               in connection with an actual or threatened
               election contest relating to the election of
               members of the Board (as such terms are used in
               Rule 14a-11 of Regulation 14A promulgated under
               the Exchange Act); or

                    (vi) a "change of control" as defined in the
               form of indenture governing any indebtedness of
               the Company shall have occurred.

     2.         Section 2 is amended in its entirety to read as
       follows:

               2.   Term of Agreement.  This Agreement shall
          commence on March 1, 1997 and shall continue in effect
          through December 31, 1999; provided that if a Change in
          Control of the Company occurs during the term of this
          Agreement, this Agreement shall automatically continue
          in effect for a period of twenty-four months beyond the
          month in which such Change in Control occurs.

     3.     Section 4(a) is amended by adding a new subsection (vi)
       to the end to read as follows:

                    (vi) The immediate vesting of all stock
               options previously granted to Executive,
               notwithstanding the terms of any such grant to the
               contrary, with the ability to exercise any such
               options for 12 months following the date of
               termination but in no event after the expiration
               of the option term.

     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.



                              _______________________________
                              Howard A. Goldberg
                              Chief Executive Officer



                              ________________________________
                              John Groom