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         U.S. Securities and Exchange Commission
                Washington, D.C. 20549

                       Form 10-QSB/A

(Mark One)

[x]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended       September 30, 1998     

[  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE    
        EXCHANGE ACT

        For the transition period from _______________ to ____________ 

        Commission file number          0-19049            


                       American Gaming & Entertainment, Ltd.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

              Delaware                             74-2504501   
   ________________________________         ________________________________
   (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)

               One Woodland Avenue, Paramus, New Jersey 07652
               __________________________________________________
                   (Address of principal executive offices)


                               (609) 822-8505               
                          __________________________
                          (Issuer's telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ___


Number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


            Class                    Outstanding at September 30, 1998
     _________________________         ______________________________
     Common Stock, $.01 par value              12,532,102 shares



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The Company's Quarterly Report on Form 10-QSB for the period ended 
September 30, 1998 is hereby amended by replacing Part I - Financial 
Information, Item 2, "Management's Discussion and Analysis" in its entirety 
with the following:

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations:  Comparison of the three month periods ended 
September 30, 1998 and September 30, 1997

Revenues

The Company did not record any revenues for the three months ended 
September 30, 1998. The Company currently receives an annual distribution 
equal to (i) 4.9% of the first $10,000,000 of annual net cash flow from the 
operations of the Rising Sun Project, if any, and (ii) 1.63% of annual net 
cash flow in excess of $45,000,000 from such operations, if any. Through 
the six months ended June 30, 1998, the Company had received substantially 
all of its anticipated annual distribution for 1998.  For the three months 
ended September 30, 1997, the Company recorded revenues of approximately 
$133,000 attributable to the RSR Interest. Cash received from the Rising 
Sun Project is recorded as "Restricted Cash" in the accompanying unaudited 
Consolidated Balance Sheets (see Note 2).

Costs and Expenses

Selling, general and administrative expenses were approximately $397,000 
for the three months ended September 30, 1998, representing a decrease of 
approximately $106,000 or approximately 21% when compared to the three 
months ended September 30, 1997. Such decrease was primarily due to 
decreases in compensation, rent, insurance and consulting expenses. 

Depreciation and amortization costs were approximately $336,000 for the 
three months ended September 30, 1998, representing an increase of 
approximately $41,000 or approximately 14% when compared to the three 
months ended September 30, 1997. The furniture, fixtures and equipment on 
the Gold Coast Barge were being depreciated over a useful life of 15 years 
for the three months ended September 30, 1997; the Company reevaluated the 
useful life of such assets in the fourth quarter of 1997 and determined 
that such assets have a useful life of 10 years. Accordingly, for the three 
months ended September 30, 1998, the Company depreciated such assets based 
on a remaining useful life of six years.

Net interest expense for the three months ended September 30, 1998 was 
approximately $1,327,000, a decrease of approximately $69,000 or 
approximately 5% compared to the three months ended September 30, 1997. 
Interest expense decreased approximately $62,000 while interest income 
increased approximately $7,000 during the three months ended September 30, 
1998 compared to the three months ended September 30, 1997. Interest 

expense for the three months ended September 30, 1998 included a reversal 
of previously recorded interest expense in the amount of approximately 
$62,000 due to a refund of such interest pursuant to a legal settlement.


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The Company recorded a net gain of approximately $3,000 for the three 
months ended September 30, 1997 related to the sale of certain furniture, 
fixtures and equipment. No such gain was recorded for the three months 
ended September 30, 1998.

Results of Operations:  Comparison of the nine month periods ended 
September 30, 1998 and September 30, 1997

Revenues

Revenues for the nine months ended September 30, 1998 were approximately 
$445,000, a decrease of approximately $71,000 or approximately 14% when 
compared to the nine months ended September 30, 1997. For the nine months 
ended September 30, 1998 and September 30, 1997, the Company recorded 
revenues of approximately $444,000 and $510,000, respectively, attributable 
to the RSR Interest. Cash received from the Rising Sun Project is recorded 
as "Restricted Cash" in the accompanying unaudited Consolidated Balance 
Sheets (see Note 2).

Costs and Expenses

Selling, general and administrative expenses were approximately $1,283,000 
for the nine months ended September 30, 1998, representing an increase of 
approximately $36,000 or approximately 3% when compared to the nine months 
ended September 30, 1997. However, selling, general and administrative 
expenses for the nine months ended September 30, 1997 included the reversal 
of a previously recorded consulting expense in the amount of approximately 
$195,000 due to a consulting firm advising the Company that such firm was 
not seeking payment of such unpaid amount and a reversal of previously 
recorded state taxes in the amount of approximately $188,000 due to a tax 
refund. Exclusive of such reversals, selling, general and administrative 
expenses decreased approximately $347,000 for the nine months ended 
September 30, 1998 as compared to the nine months ended September 30, 1997. 
Such decrease was primarily due to decreases in compensation, rent, 
insurance, consulting expense and expenses related to real property in 
Alabama and the Harolds Club in Nevada.

Depreciation and amortization costs were approximately $1,009,000 for the 
nine months ended September 30, 1998, representing an increase of 
approximately $122,000 or approximately 14% when compared to the nine 
months ended September 30, 1997. The furniture, fixtures and equipment on 
the Gold Coast Barge were being depreciated over a useful life of 15 years 
for the nine months ended September 30, 1997; the Company reevaluated the 
useful life of such assets in the fourth quarter of 1997 and determined 
that such assets have a useful life of 10 years. Accordingly, for the nine 
months ended September 30, 1998, the Company depreciated such assets based 
on a remaining useful life of six and a half years.

Net interest expense for the nine months ended September 30, 1998 was 
approximately $4,067,000, a decrease of approximately $37,000 or 
approximately 1% compared to the nine months ended September 30, 1997. 
Interest expense decreased approximately $24,000 while interest income 
increased approximately $13,000 during the nine months ended September 30, 


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1998 compared to the nine months ended September 30, 1997. Interest expense 
for the nine months ended September 30, 1998 included a reversal of 
previously recorded interest expense in the amount of approximately $62,000 
due to a refund of such interest pursuant to a legal settlement.

The Company recorded a net gain of approximately $5,000 for the nine months 
ended September 30, 1997 related to the sale of certain furniture, fixtures 
and equipment.  No such gain was recorded for the nine months ended 
September 30, 1998.

Changes in Financial Condition, Liquidity and Capital Resources

As of September 30, 1998, the Company had no committed financing 
arrangements and a working capital deficiency of approximately $68,667,000. 
For a discussion of liquidity and capital resources, see Note 2 to the 
unaudited Consolidated Interim Financial Statements.

Risk Factors; Forward Looking Statements

Management's Discussion and Analysis contains forward-looking statements 
regarding the Company's future plans, objectives and expected performance. 
These statements are based on assumptions that the Company believes are 
reasonable, but are subject to a wide range of risks and uncertainties, and 
a number of factors could cause the Company's actual results to differ 
materially from those expressed in the forward-looking statements. These 
factors include, among others, the uncertainties related to (i) the 
Company's ability to obtain sufficient funds for its operations, through 
payments to be received under the Keno Note, the charter of the Gold Coast 
Barge, sales of assets, or otherwise, (ii) obtaining Shamrock's and, if 
necessary, Bennett Management's agreement to modify, terminate or 
restructure on terms acceptable to the Company all obligations due from the 
Company to Shamrock and, if applicable, Bennett Management, (iii) 
consummating the liquidations under Chapter 11 of the Code of AMGAM and 
AGRM under plans acceptable to the Company, resulting in a liquidation of 
the various trade and debt obligations of those entities, (iv) 
satisfactorily resolving the legal proceedings filed against the Company 
(see Note 8 to the unaudited Consolidated Interim Financial Statements), 
and (v) the legal problems described above relating to certain Bennett 
Entities (see Notes 1 and 2 to the unaudited Consolidated Interim Financial 
Statements).


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Company has duly caused this amendment to be signed on its behalf by the 
undersigned hereunto duly authorized.




                         American Gaming & Entertainment, Ltd.




Date:      11/20/98    By:   /s/  J. DOUGLAS WELLINGTON 
                            ____________________________________________        
                                  J. Douglas Wellington
                                  President and Chief Executive Officer,
                                  and Principal Accounting Officer