<PAGE 1>

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

                    Form 10-QSB


(Mark One)

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

        For the quarterly period ended       June 30, 1999
                                            _______________

[  ]    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 June 30, 1999
 ____________________________      ____________________________
 Common Stock, $.01 par value            12,532,102 shares


<PAGE 2>

                   AMERICAN GAMING & ENTERTAINMENT, LTD.
                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

                                             June 30,          December 31,
                                               1999                1998
                                           ____________        ____________

ASSETS
Current Assets
    Cash                                   $   357,000          $   123,000
    Restricted cash - charter payments       5,610,000            4,320,000
    Restricted cash - Rising Sun             1,144,000            1,119,000
    Prepaid expenses                           125,000               71,000
    Other current assets                       167,000              801,000
                                           ____________        ____________
Total current assets                         7,403,000            6,434,000

Asset held for sale: Casino barge and
improvements, subject to lease, net of
accumulated depreciation of $5,765,000 - 1999
and $5,243,000 -  1998                       6,828,000            7,350,000

Furniture, fixtures and equipment, net of
accumulated depreciation of $81,000 - 1999
and $79,000 - 1998                               7,000                9,000
                                           ____________        ____________
                                           $ 14,238,000        $ 13,793,000
                                           ============        ============

See Notes to Consolidated Financial Statements



<PAGE 3>


                    AMERICAN GAMING & ENTERTAINMENT, LTD.
                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

                                            June 30,           December 31,
                                              1999                1998
                                           ____________        ____________


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
     Amounts due to related parties:
          Accrued interest                $ 21,674,000         $ 19,882,000
          Dividends payable                  2,853,000            2,553,000
          Accrual for lease costs            2,701,000            2,701,000
          Current portion of long term debt 34,592,000           34,592,000
                                           ____________        ____________
                                            61,820,000           59,728,000

    Accounts payable                            71,000               86,000
    Accrued payroll and related expenses        10,000                3,000
    Accrued expenses and other current
      liabilities                              137,000            2,241,000
    Short term portion of estimated net
      liabilities for subsidiaries in
      bankruptcy                             3,635,000            2,070,000
    Deferred charter revenue                11,528,000           10,238,000
                                           ____________        ____________
Total current liabilities                   77,201,000           74,366,000
                                           ____________        ____________

Long term portion of estimated net
liabilities for subsidiaries in
bankruptcy                                           -            1,640,000
                                           ____________        ____________
                                            77,201,000           76,006,000
                                           ____________        ____________

Commitments and Contingencies

Stockholders' Deficiency
Preferred stock, 1,000,000 shares
  authorized:
    Series A preferred stock, par value
      $.01 per share,  55,983 shares
      issued                                     1,000                1,000
    Series C  and D cumulative preferred
      stock, and Series E preferred stock,
      par value $.01 per share, 4,000
      shares authorized and issued for
      each series                           16,502,000           15,869,000
Common stock, par value $.01 per share;
  50,000,000 shares authorized, 12,556,137
  shares issued (including 24,035 shares
  held in treasury)                            126,000              126,000
Additional paid-in capital                  40,488,000           41,421,000
Cost of shares held in treasury                (25,000)             (25,000)
Accumulated deficit                       (120,055,000)        (119,605,000)
                                           ____________        ____________
                                           (62,963,000)         (62,213,000)
                                           ____________        ____________
                                          $ 14,238,000         $ 13,793,000
                                           ===========          ===========



See Notes to Consolidated Financial Statements


<PAGE 4>

<TABLE>
                         AMERICAN GAMING & ENTERTAINMENT, LTD.
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (Unaudited)



                                        Three months ended                    Six months ended
                                             June 30,                             June 30,
                                      ______________________                _____________________
                                           1999            1998              1999           1998
                                    ___________     ___________        __________     __________
<S>                                 <C>             <C>                <C>            <C>
Revenues                            $         -     $   256,000        $        -     $  445,000
                                    ___________     ___________        __________     __________

Costs and expenses
  Selling, general and administrative   149,000         485,000           592,000        886,000
  Depreciation and amortization         189,000         337,000           524,000        673,000
  Reversal of bad debt expense
    related to lease expenses        (2,785,000)              -        (2,785,000)             -
  Reversal of net liabilities
    for subsidiaries in bankruptcy      (75,000)              -           (75,000)             -
                                    ___________     ___________        __________     __________
Total costs and expenses             (2,522,000)        822,000        (1,744,000)     1,559,000
                                    ___________     ___________        __________     __________


Operating income (loss)               2,522,000        (566,000)        1,744,000     (1,114,000)
                                    ___________     ___________        __________     __________

Other income (expense)
    Interest income                      15,000          23,000           34,000          44,000
    Interest expense                 (1,164,000)     (1,400,000)      (2,316,000)     (2,784,000)
    Net gain on sale of assets           40,000               -           88,000               -
                                    ___________     ___________        __________     __________
Total other income (expense)         (1,109,000)     (1,377,000)      (2,194,000)     (2,740,000)
                                    ___________     ___________        __________     __________

Net income (loss)                     1,413,000      (1,943,000)        (450,000)     (3,854,000)

Dividends and accretion on
  preferred stock                       467,000         467,000          933,000         933,000
                                    ___________     ___________        __________     __________

Net income (loss) for common
  stockholders                        $ 946,000    $ (2,410,000)    $ (1,383,000)   $ (4,787,000)
                                    ===========     ===========        ==========     ==========

 Income (loss) for common
   stockholders per common share      $    0.08    $      (0.19)    $      (0.11)    $     (0.38)
                                    ===========     ===========        ==========     ==========

Weighted average number of common
    shares outstanding               12,532,102      12,532,102       12,532,102      12,532,102
                                    ===========     ===========       ==========      ==========



See Notes to Consolidated Financial Statements


<PAGE 5>

                         AMERICAN GAMING & ENTERTAINMENT, LTD.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

                                                 Six Months ended June 30,
                                                    1999              1998

Operating Activities
Net loss                                      $   (450,000)    $   (3,854,000)
Adjustments to reconcile net loss to net cash
   used in operating activities:
        Depreciation and amortization              524,000            673,000
        Accrued interest                         2,316,000          2,784,000
        Interest income from restricted cash       (25,000)           (17,000)
        Reversal of bad debt expense related
          to lease expenses                     (2,785,000)                 -
        Reversal of net liabilities for
          subsidiaries in bankruptcy               (75,000)                 -
        Net gain on sale of assets                 (88,000)                 -
        Restricted proceeds from investment              -           (445,000)
Changes in operating assets and liabilities
        Restricted cash - charter payments      (1,290,000)                 -
        Deferred charter revenue                 1,290,000                  -
        Other current assets                       (80,000)            57,000
        Accounts payable, accrued expenses
          and other current liabilities            174,000            506,000
                                               ___________        ___________
                Net cash used in operating
                activities                        (489,000)          (296,000)
                                               ___________        ___________

Investing Activities
Proceeds from asset dispositions                   423,000                  -
                                               ___________        ___________

                Net cash provided by
                investing activities               423,000                  -
                                               ___________        ___________

Financing Activities
Proceeds from notes receivable and other
  long-term assets                                 300,000            150,000
                                               ___________        ___________
                Net cash provided by
                financing activities               300,000            150,000
                                               ___________        ___________

Increase (decrease) in cash                        234,000           (146,000)
Cash at beginning of year                          123,000            381,000
                                               ___________        ___________
Cash at end of period                         $    357,000       $    235,000
                                               ===========        ===========

See Notes to Consolidated Financial Statements



<PAGE 6>

AMERICAN GAMING & ENTERTAINMENT, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

The accompanying unaudited Consolidated Interim Financial
Statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X.  The unaudited Consolidated Interim Financial
Statements include the accounts of American Gaming &
Entertainment, Ltd. and its subsidiaries (collectively, the
"Company"). The unaudited Consolidated Interim Financial
Statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company, all
adjustments (including normal recurring accruals) and disclosures
(including events occurring subsequent to June 30, 1999)
considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June
30, 1999 may not be indicative of the results that may be
expected for the year ending December 31, 1999. For further
information, reference is also made to the Consolidated Financial
Statements contained in the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1998.

The accompanying unaudited Consolidated Interim Financial
Statements have been prepared on a going concern basis, which
contemplates continuity of operations, realization of assets and
liquidation of liabilities in the ordinary course of business. As
further described in Note 2, the Company has sustained recurring
operating losses since its inception. The Company has also had a
history of insufficient liquidity and has been dependent upon its
largest stockholder, Shamrock Holdings Group, Inc. ("Shamrock"),
and certain related entities (The Bennett Funding Group, Inc.
("Bennett Funding") and Bennett Management and Development Corp.
("Bennett Management"), collectively with Shamrock, the "Bennett
Entities") for both working capital and project related
financing. As a result, the Company's available cash, recurring
losses, negative working capital, stockholders' deficiency,
defaults under its debt agreements, uncertainties relating to the
ability to consummate the liquidation of certain of its
subsidiaries (see Note 2), uncertainties relating to the
bankruptcies of Shamrock, Bennett Funding and Bennett Management
and securities fraud charges by the federal government against
Bennett Funding and Bennett Management raise substantial doubt
about the ability of the Company to continue as a going concern.
Management's plans concerning these matters are discussed in Note
2. The accompanying unaudited Consolidated Interim Financial
Statements do not include any additional adjustments that might
result from the outcome of these uncertainties.

NOTE 2:  LIQUIDITY AND CONTINUATION OF BUSINESS

Given the Company's present financial and liquidity position and
the legal problems described above relating to the Bennett
Entities (see Note 1), the business of the Company is unlikely to
continue to be the ownership of equity interests in casino gaming
ventures. Additionally, the Company's ability to continue in
business is dependent upon numerous factors, discussed below.


<PAGE 7>

The Company had available cash of approximately $357,000 as of
June 30, 1999. The Company believes that such cash is sufficient
to fund the Company's operations, excluding the Company's (a)
obligations to Shamrock and, if applicable, Bennett Management,
and (b) contingent obligations to the Company's President,
through the second quarter of 2000, based on the Company's
current level of operations and projected expenditures.

The Company does not anticipate receiving additional funds and
therefore will probably not have sufficient cash to operate
beyond such date. The Company would then need to pursue a formal
plan of reorganization or liquidation.

On March 10, 1999, Shamrock advised the Company that it should
consult Shamrock before utilizing the net proceeds of $415,000
from the sale on March 1, 1999 of a former railroad station in
Mobile, Alabama (the "GM&O Building") for working capital
purposes. If Shamrock demands that such funds should be utilized
to repay indebtedness due to Shamrock, the Company would need to
pursue a formal plan of reorganization or liquidation.

As of June 30, 1999, the Company had recorded as restricted cash
approximately $1,144,000 attributable to profit distributions and
interest thereon received by the Company relating to the
Company's 24.5% beneficial equity interest (the "RSR Interest")
in RSR, LLC, a limited liability company formed by the Company
and a group of non-affiliated individuals, representing the
equivalent of a 4.9% equity interest in a riverboat gaming and
entertainment complex in the City of Rising Sun, Indiana on the
Ohio River (the "Rising Sun Project"). The Company has
transferred legal title to the RSR Interest to NBD Bank, N.A., as
trustee ("NBD"). NBD is holding the distributions received in
respect of the RSR Interest in trust until such time as NBD sells
or otherwise disposes of the RSR Interest in accordance with the
provisions of a trust agreement entered into between the Company
and NBD. Shamrock has orally notified the Company that all net
proceeds received by the Company from the sale of the RSR
Interest and the cash held by NBD attributable to the RSR
Interest should be paid to Shamrock to reduce the Company's
indebtedness to Shamrock. The amount of any such payments will
reduce the Company's indebtedness to Shamrock.

As of June 30, 1999, cash received from the charter of the Gold
Coast Barge in the amount of approximately $5,610,000 is also
recorded as restricted cash. The Company and the Bennett Entities
agreed on October 21, 1998 that any such payments related to the
charter or sale of the Gold Coast Barge disbursed to the Company
and the Bennett Entities, jointly, from the bankruptcy cases of
AMGAM Associates ("AMGAM") and American Gaming and Resorts of
Mississippi, Inc. ("AGRM"), each a wholly-owned subsidiary of the
Company, would be escrowed and disbursed only upon the order of
the United States Bankruptcy Court, Northern District of New
York. Shamrock has orally notified the Company that all such
payments should be paid to Shamrock to reduce the Company's
indebtedness to Shamrock. Any such cash not disbursed to Shamrock
will be disbursed to the creditors of AMGAM and AGRM.

The Company's ability to continue in business is also dependent
upon obtaining Shamrock's and, if necessary, Bennett Management's
agreement to modify, terminate or restructure on terms


<PAGE 8>

acceptable to the Company all obligations due from the Company to
Shamrock and, if applicable, Bennett Management. However, there
can be no assurance the Company will be successful in those
efforts. If the Company is unsuccessful in these efforts, the
Company would then need to pursue a formal plan of reorganization
or liquidation of the Company.

Either reorganization or liquidation would generally result in
the sale of the Company's assets to satisfy outstanding
obligations. If either such action is necessary, all of the
Company's obligations would probably not be completely satisfied
and the stockholders of the Company would probably not recover
any of their investment in the Company.

For a discussion of specific factors affecting the Company's
liquidity and continuation of business, see the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1998.

NOTE 3:  SIGNIFICANT DEVELOPMENTS WITH RESPECT TO INVESTMENTS

Mississippi

On July 23, 1999, the United States Bankruptcy Court, Southern
District of Mississippi (the "Mississippi Bankruptcy Court")
confirmed a joint plan of liquidation (the "Consensus Plan") for
AMGAM and AGRM.

Pursuant to the Consensus Plan, each administrative and priority
claim, as defined in the Code, incurred in connection with the
bankruptcy proceedings of AMGAM and AGRM would be paid in full
from the respective estates of AMGAM and AGRM in accordance with
statutory priorities pursuant to the Code.

Pursuant to the Consensus Plan, each secured claim would be
either paid in full from the sale of the related collateral or
satisfied in full by abandoning the collateral to the secured
creditor, except for (i) the Ship Mortgage and the Second
Mortgage and (ii) a guaranteed claim of IGT in the amount of
$1,400,000 (the "IGT Guaranteed Claim"). A first preferred ship
mortgage in the amount of approximately $2,041,000 (the "Ship
Mortgage") held by Shamrock on the Gold Coast Barge and related
leasehold improvements (collectively, the "Gold Coast Barge"), a
second preferred ship mortgage in the amount of approximately
$31,101,000 (the "Second Mortgage") held by Shamrock on the Gold
Coast Barge and the IGT Guaranteed Claim would each be treated as
discussed below. The balance of the claim of IGT would be treated
as an unsecured claim.

Pursuant to the Consensus Plan, the IGT Guaranteed Claim will be
paid in four equal installments. The first installment will be
payable upon the effective date of the Consensus Plan from 30% of
the charter payments made by President Mississippi Charter
Corporation ("PMCC") pursuant to a charter (the "Charter") of the
Gold Coast Barge from the Company (the "PMCC Payments"),
including payments of $4,105,000 made by PMCC pursuant to an
amendment to the Charter (the "Amendment Payments"), held in an
escrow account for the benefit of the creditors of AMGAM and
AGRM. The second installment will be paid from 30% of the PMCC
Payments


<PAGE 9>

made during the period from December 1, 1998 through April 15,
2000 (the "Remaining Charter Term"). The third installment will
be paid from 28% of the first $3,000,000 of net proceeds from a
sale of the Gold Coast Barge, if any. The fourth and final
installment will be paid from 25% of the net proceeds in excess
of $3,000,000, if any, from a sale of the Gold Coast Barge.

Pursuant to the Consensus Plan, each unsecured claim, excluding
any claims of the Company and Shamrock, would be paid from the
assets of the respective estates of AMGAM and AGRM. Such assets
would include, subject to the payment of the installments of the
IGT Guaranteed Claim, as discussed above, (a) 30% of all PMCC
Payments, including the Amendment Payments, (b) 28% of the first
$3,000,000 of net proceeds from a sale of the Gold Coast Barge,
if any, and (c) 25% of the net proceeds in excess of $3,000,000,
if any, from a sale of the Gold Coast Barge. Such assets would
additionally include the funds remaining in an escrow account for
the benefit of the creditors of AMGAM and AGRM with respect to
(a) the sale of the leases comprising the site on which AMGAM
operated a casino and (b) all FF&E Payments (as defined below).

Pursuant to the Consensus Plan, the Company's and Shamrock's
unsecured claims, and the Ship Mortgage and the Second Mortgage
would be paid from (a) 70% of all PMCC Payments, including the
Amendment Payments, (b) 72% of the first $3,000,000 of net
proceeds from a sale of the Gold Coast Barge, if any, and (c) 75%
of the net proceeds in excess of $3,000,000, if any, from a sale
of the Gold Coast Barge (collectively, the "AGEL/Shamrock
Payments").

Pursuant to the Consensus Plan, all equity interests of the
Company in AMGAM and AGRM would be canceled as of the effective
date of the Consensus Plan and the Complaint would be dismissed.

The amounts to be paid to creditors would be subject to the claim
allowance process in the AMGAM and AGRM bankruptcies, pursuant to
which all allowed claim amounts, in the order set forth above,
would be fixed for purposes of distributions under the Consensus
Plan.

On July 2, 1999, The President Riverboat Casino-Mississippi, Inc.,
("Purchaser"), President Casinos, Inc. and President Mississippi
Charter Corporation (collectively with Purchaser and President
Casinos, Inc., the "President Group") and AGEL, AMGAM, AGRM, the
Committee for the Unsecured Creditors of AMGAM, the Committee for the
Unsecured Creditors of AGRM, IGT, and Shamrock (collectively with
AGEL, AMGAM, AGRM, the Committee for the Unsecured Creditors of AMGAM,
the Committee for the Unsecured Creditors of AGRM and IGT, the "AGEL
Group"), entered into an agreement (the "Sale Agreement") pursuant to
which AGEL agreed to sell the Gold Coast Barge to Purchaser. On July
23, 1999, the Mississippi Bankruptcy Court approved the Sale
Agreement.

Pursuant to the Sale Agreement, Purchaser will purchase the Gold
Coast Barge for $6,827,500 (the "Purchase Price"), calculated as
$5,000,000 plus all PMCC Payments that would have been made from
August 1, 1999 through April 15, 2000. Upon closing, AGEL will
deliver the Gold Coast Barge to Purchaser free and clear of any
liens or encumbrances. The Purchaser shall pay $1,000,000 and
deliver a promissory note in the amount of the remainder. The
principal amount of such promissory note will be reduced by any
PMCC Payments made after July 31, 1999 ($215,000 per month under
the Charter). The Purchaser will deliver to the AGEL Group a
security agreement, preferred ship mortgage and guaranty by
President Casinos, Inc. to secure the


<PAGE 10>

payments under such promissory note. Additionally upon closing,
all lawsuits filed by the members of the President Group and the
members of the AGEL Group against each other will be dismissed.

If the Sale Agreement is terminated upon certain conditions, the
Purchaser shall have the right to a two-year extension of the
current term of the Charter and three successive one-year
extensions thereafter, at charter rates and other extension terms
to be determined by PMCC and AGEL, or through arbitration if such
parties are unable to agree on charter terms.

Pursuant to an order of the Mississippi Bankruptcy Court, prior
to 1996 PMCC acquired from AMGAM all of the furniture, fixtures
and equipment, including certain slot machines, formerly used in
the operation of the Gold Shore Casino in exchange for the
promise to make to AMGAM payments totaling approximately
$3,188,000 (the "FF&E Payments"). PMCC made FF&E Payments through
July 1996 totaling approximately $1,618,000 (of which amount the
Company received approximately $411,000 and paid IGT $375,000 to
settle certain litigation). FF&E Payments, other than those
received by the Company, are being escrowed in the AMGAM
bankruptcy proceeding pending a determination by the Mississippi
Bankruptcy Court as to the disposition of such proceeds. The
Company has no claim to the escrowed FF&E Payments. Pursuant to
the Sale Agreement, the AGEL Group agreed to accept a payment of
$900,000 in full satisfaction of all remaining FF&E Payments.

In 1998, Shamrock orally notified the Company that any
AGEL/Shamrock Payments should be paid to Shamrock to reduce the
Company's indebtedness to Shamrock.

Harolds Club Casino

On June 25, 1999, Shamrock Holdings Group, Inc. ("Shamrock"), the
Company's largest stockholder and creditor, sold the Harolds Club
in Reno, Nevada. All five land leases held by Shamrock related to
the Harolds Club terminated at closing. The Company, who assigned
such land leases to Shamrock in September 1998, was released from
all obligations under such leases, except that the Company agreed
to indemnify the five lessors of the Harolds Club property
against any environmental liabilities resulting from intentional
or negligent conduct on the part of the Company.  (The Company is
unaware of, and no claim has been asserted related to, adverse
environmental conditions at Harolds Club resulting from
intentional or negligent conduct on the part of the Company.)
Additionally, lawsuits filed against the Company in the Second
Judicial District Court of the State of Nevada in and for the
County of Washoe (Case Nos. CV9604947, CV9604933, CV9604939,
CV9604997 and CV9604692), by the five lessors of the Harolds Club
property and cross-claims filed against the Company by co-
defendants (collectively, the "HC Lawsuits") were dismissed upon
closing, and any judgments which were entered have been withdrawn
and set aside as if not entered.

Due to certain lease guarantees, the Company had recorded unpaid
Harolds Club lease payments and property taxes from April 1996
through March 1999, collectively totaling approximately
$2,307,000  (the "Unpaid Harolds Obligations"), as current
liabilities as of March 31, 1999. The Company had recorded the
amount of the Unpaid Harolds Club Obligations as a receivable due


<PAGE 11>

from Shamrock, but, as a result of the Company's determination
that there was a substantial likelihood that such amounts would
be uncollectible, the Company fully reserved for such amounts at
the same time such amounts were recorded as a receivable. As a
result of the sale of the Harolds Club, and the consequent
release of the Company from all obligations under such leases and
the dismissal of all related lawsuits and cross-claims against
the Company, the Company reversed the Unpaid Harolds Obligations
as of June 30, 1999.

In September 1996, Shamrock and the Company entered into an
agreement (the "HC Agreement") pursuant to which Shamrock agreed,
upon the sale of the Harolds Club, to reimburse the Company for
(i) all costs and expenses, in an amount not to exceed $15,000,
incurred by the Company in connection with such sale, (ii) all
reasonable attorneys' fees incurred by the Company in connection
with litigation commenced against, among others, the Company by
the five lessors of the Harolds Club property, and (iii) all
reasonable costs and expenses incurred by the Company in
connection with the operation and maintenance of the Harolds
Club. The Company had recorded the amount of such costs and
expenses as a receivable due from Shamrock, but, as a result of
the Company's determination that there was a likelihood that
Harolds Club would not be sold, the Company fully reserved for
such amounts at the same time such amounts were recorded as a
receivable. As a result of the sale of the Harolds Club, the
Company set off such amounts, collectively totaling approximately
$524,000 as of June 30, 1999, against the Company's indebtedness
due to Shamrock (see Note 4).

NOTE 4:  AMOUNTS DUE TO RELATED PARTIES AND LONG-TERM DEBT

The Company is delinquent in the payment of (i) interest due
under the Company's various loan agreements with Shamrock and
(ii) rent which was due under an operating lease between the
Company and Bennett Management (the "SCS Lease") with respect to
the Vessels, which SCS Lease Shamrock orally represented to the
Company that Bennett Management, prior to its bankruptcy filing,
assigned to Shamrock. The Company has therefore classified all
indebtedness due to Shamrock as current liabilities in the
accompanying unaudited Consolidated Interim Financial Statements.
At June 30, 1999 and December 31, 1998, the Company had accrued
for financial statement purposes outstanding amounts due Shamrock
of approximately $61,820,000 and $59,728,000, respectively,
including accrued interest of approximately $21,674,000 and
$19,882,000, respectively. Pursuant to the HC Agreement, and as a
result of the sale of the Harolds Club, the Company set off
certain costs and expenses totaling approximately $524,000 as of
June 30, 1999 against accrued interest due to Shamrock (see Note
3).

The above outstanding amounts due Shamrock also include
approximately $2,701,000 due under the SCS Lease and accrued
dividends of approximately $2,853,000 and $2,553,000 at June 30,
1999 and December 31, 1998, respectively, on the Company's Series
C Cumulative Preferred Stock ("Series C Preferred Stock") and
Series D Cumulative Preferred Stock ("Series D Preferred Stock").

The balance of accrued long-term debt due Shamrock at June 30,
1999 and December 31, 1998 is comprised of approximately (i)
$1,066,000, at the end of each period, related to a working
capital line of credit, (ii) $2,041,000, at the end of each
period, related to a term loan to assist the


<PAGE 12>

Company in financing pertaining to a casino in Biloxi,
Mississippi which the Company owned, managed and operated in
prior years (the "Gold Shore Casino"), (iii) $384,000, at the end
of each period, related to the Company's utilization of slot
machine sales proceeds, which slot machines were beneficially
owned by Bennett Management and which slot machine proceeds
Shamrock orally represented to the Company that Bennett
Management, prior to its bankruptcy filing, assigned to Shamrock
and (iv) $31,101,000, at the end of each period, related to
project financing for the Gold Shore Casino.

The accrued outstanding amount due Shamrock at June 30, 1999
represents approximately 80% of the Company's liabilities in the
accompanying unaudited Consolidated Interim Financial Statements
as of such date and is substantially in excess of the Company's
estimates of the fair value of the Company's assets.

The Company has entered into an agreement under which amounts
received by Shamrock will reduce the Company's indebtedness to
Shamrock. The Company has also agreed to repay indebtedness to
Shamrock of $125,000 from the sale in 1997 of certain securities,
which amount has not yet been paid to Shamrock.

NOTE 5:  OTHER RELATED PARTY ISSUES

Shamrock, of which Richard C. Breeden, the bankruptcy trustee of
Bennett Funding and Bennett Management (the "Trustee") is the
sole stockholder, owns (i) 4,423,454 shares of Common Stock, and
(ii) all of the Company's outstanding Series A Preferred Stock,
convertible into, and voting as, 1,399,565 shares of Common
Stock. Additionally, the Trustee owns (i) an additional 1,500,000
shares of Common Stock and (ii) all of the Company's outstanding
Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock, convertible as of June 30, 1999 into
1,173,501,156 shares of Common Stock. The Company does not have a
sufficient number of authorized shares of Common Stock to enable
the conversion of all of the Series C Preferred Stock, the Series
D Preferred Stock and the Series E Preferred Stock. On April 1,
1996 the Board of Directors voted to request the stockholders of
the Company to approve an amendment to the Company's Restated
Certificate of Incorporation increasing the number of authorized
shares of Common Stock to 500,000,000 shares no later than the
next annual meeting of the Company's stockholders. The Board of
Directors has not set a date for such annual meeting. Assuming
the Trustee converted as of June 30, 1999 that number of shares
of the Series C Preferred Stock, Series D Preferred Stock and
Series E Preferred Stock convertible into the total number of the
Company's presently authorized but unissued shares of Common
Stock (i.e. 37,467,898 shares), the Trustee, on behalf of the
estates of certain Bennett Entities and Shamrock, would own
approximately 86.8% of the total outstanding shares of Common
Stock and approximately 87.1% of the total voting power
represented by the total outstanding voting securities of the
Company. Assuming the Company's stockholders approve an amendment
to the Company's Restated Certificate of Incorporation increasing
the number of authorized shares of Common Stock to 500,000,000
shares and the Trustee converted as of June 30, 1999 that number
of shares of the Series C Preferred Stock, the Series D Preferred
Stock and the Series E Preferred Stock convertible into the total
number of the Company's authorized but unissued shares of Common
Stock immediately after giving effect to such amendment (i.e.
resulting in a total of 487,467,898


<PAGE 13>

shares of Common Stock being issued to the Trustee as of such
date), the Trustee, on behalf of the estates of certain Bennett
Entities and Shamrock, would own approximately 98.7% of both the
total outstanding shares of Common Stock and the total voting
power represented by the total outstanding voting securities of
the Company.

NOTE 6:  DECONSOLIDATION OF AMGAM AND AGRM

As a result of the bankruptcy proceedings under Chapter 11 of the
Code with respect to AMGAM and AGRM, and the expected liquidation
of these subsidiaries in the near future (see Note 3), the
Company's control of these entities is likely to be temporary. In
accordance with generally accepted accounting principles, the
Company has elected to deconsolidate AMGAM and AGRM and present
the results of operations for AMGAM and AGRM on the equity basis
of accounting as a single line item in the accompanying unaudited
Consolidated Interim Statements of Operations for financial
reporting purposes. Neither AMGAM nor AGRM had any business
operations for the six months ended June 30, 1999 or June 30,
1998.

NOTE 7:  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities."
This statement, which establishes accounting and reporting
standards for derivatives and hedging activities, is effective
for fiscal years beginning after June 15, 1999. Upon the adoption
of SFAS No. 133, all derivatives are required to be recognized in
the statement of financial position as either assets or
liabilities and measured at fair value. The Company is currently
evaluating the impact the adoption of SFAS No. 133 will have on
its financial position and results of operations.

NOTE 8:  CONTINGENCIES

As discussed in Note 3, the HC Lawsuits were dismissed upon the
closing of the sale of Harolds Club.

On May 13, 1999, the Company paid $8,000, collectively, to two
stockholders of the Company, who were bondholders and
stockholders of AGRM prior to the merger of AGRM into the
Company, to settle a lawsuit filed in 1996 in the Circuit Court
of Harrison County, Mississippi, Second Judicial District (Civil
Action No. A2402-96-00210), alleging federal and state securities
fraud.


<PAGE 14>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations:  Comparison of the three month periods
ended June 30, 1999 and June 30, 1998

Revenues

The Company has not received any financial statement information
or payments relating to the RSR Interest for the three months
ended June 30, 1999 and therefore has not recorded any revenues
attributable to the RSR Interest for the three months ended June
30, 1999. Cash received from the Rising Sun Project is recorded
as "Restricted Cash" in the accompanying unaudited Consolidated
Balance Sheets (see Note 2 to the unaudited Consolidated Interim
Financial Statements). For the three months ended June 30, 1998,
the Company recorded revenues of approximately $256,000
attributable to the RSR Interest.

Costs and Expenses

Selling, general and administrative expenses were approximately
$149,000 for the three months ended June 30, 1999, representing a
decrease of approximately $336,000 or approximately 69% when
compared to the three months ended June 30, 1998. Such decrease
was primarily due to a decrease of bad debt expense of
approximately $242,000 related to the Harolds Club in Nevada,
which was sold in June 1999 (see Note 3 to the unaudited
Consolidated Interim Financial Statements), a decrease in legal
fees of approximately $54,000 (including the reversal for the
three months ended June 30, 1999 of approximately $21,000 related
to the Harolds Club) and a decrease in insurance expense of
approximately $32,000.

Depreciation and amortization costs were approximately $189,000
for the three months ended June 30, 1999, representing a decrease
of approximately $148,000 or approximately 44% when compared to
the three months ended June 30, 1998. For the three months ended
June 30, 1999, the Company depreciated the Gold Coast Barge to
its Purchase Price (see Note 3 to the unaudited Consolidated
Interim Financial Statements).

For the three months ended June 30, 1999, the Company recorded a
reversal of bad debt expense related to lease expenses of
approximately $2,785,000 based on the sale of Harolds Club (see
Note 3 to the unaudited Consolidated Interim Financial
Statements) and a reversal of net liabilities for subsidiaries in
bankruptcy of approximately $75,000 based upon the Sales
Agreement and the anticipated distributions under the Consensus
Plan (See Note 3 to the unaudited Consolidated Interim Financial
Statements). No such amounts were recorded for the three months
ended June 30, 1998.

Net interest expense for the three months ended June 30, 1999 was
approximately $1,149,000, a decrease of approximately $228,000 or
approximately 17% compared to the three months ended June 30,
1998. Interest expense decreased approximately $236,000 while
interest income decreased approximately $8,000 during the three
months ended June 30, 1999 compared to the three months ended
June 30, 1998. Interest expense for the three months ended June
30, 1998


<PAGE 15>

includes interest on debt of approximately $5,917,000 that was
reclassified as deferred charter revenue as of December 31, 1998.

For the three months ended June 30, 1999, the Company recorded a
net gain on sale of assets of $40,000 as the result of the
settlement of a lawsuit brought by the Company against the
purchaser of one of the Company's keno systems. The associated
account receivable had been written off in 1996. No such gain was
recorded for the three months ended June 30, 1998.

Results of Operations:  Comparison of the six month periods ended
June 30, 1999 and June 30, 1998

Revenues

The Company has not received any financial statement information
or payments relating to the RSR Interest for the six months ended
June 30, 1999 and therefore has not recorded any revenues
attributable to the RSR Interest for the six months ended June
30, 1999. For the six months ended June 30, 1998, the Company
recorded revenues of approximately $445,000 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 to the unaudited
Consolidated Interim Financial Statements).

Costs and Expenses

Selling, general and administrative expenses were approximately
$592,000 for the six months ended June 30, 1999, representing a
decrease of approximately $294,000 or approximately 33% when
compared to the six months ended June 30, 1998. Such decrease was
primarily due to a decrease of approximately $257,000 related to
the Harolds Club in Nevada, which was sold in June 1999 (see Note
3 to the unaudited Consolidated Interim Financial Statements) and
a decrease in insurance expense of approximately $29,000.

Depreciation and amortization costs were approximately $524,000
for the six months ended June 30, 1999, representing a decrease
of approximately $149,000 or approximately 22% when compared to
the six months ended June 30, 1998. For the six months ended June
30, 1999, the Company depreciated the Gold Coast Barge to its
Purchase Price (see Note 3 to the unaudited Consolidated Interim
Financial Statements).

For the six months ended June 30, 1999, the Company recorded a
reversal of bad debt expense related to lease expenses of
approximately $2,785,000 based on the sale of Harolds Club (see
Note 3 to the unaudited Consolidated Interim Financial
Statements) and a reversal of net liabilities for subsidiaries in
bankruptcy of approximately $75,000 based upon the Sales
Agreement and the anticipated distributions under the Consensus
Plan (See Note 3 to the unaudited Consolidated Interim Financial
Statements). No such amounts were recorded for the six months
ended June 30, 1998.



<PAGE 16>

Net interest expense for the six months ended June 30, 1999 was
approximately $2,282,000, a decrease of approximately $458,000 or
approximately 17% compared to the six months ended June 30, 1998.
Interest expense decreased approximately $468,000 while interest
income decreased approximately $10,000 during the six months
ended June 30, 1999 compared to the six months ended June 30,
1998. Interest expense for the six months ended June 30, 1998
includes interest on debt of approximately $5,917,000 that was
reclassified as deferred charter revenue as of December 31, 1998.

The Company recorded a net gain of approximately $48,000 for the
six months ended June 30, 1999 related to the sale of the GM&O
Building in Mobile, Alabama. Additionally, for the six months
ended June 30, 1999, the Company recorded a net gain of $40,000
as the result of the settlement of a lawsuit brought by the
Company against the purchaser of one of the Company's keno
systems. The associated account receivable had been written off
in 1996. No such gains were recorded for the six months ended
June 30, 1998.

Changes in Financial Condition, Liquidity and Capital Resources

As of June 30, 1999, the Company had no committed financing
arrangements and a working capital deficiency of approximately
$69,839,000. 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, (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, and
(iii) the legal problems described above relating to certain
Bennett Entities (see Notes 1 and 2 to the unaudited Consolidated
Interim Financial Statements).


<PAGE 17>

PART II.      OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

For a discussion of legal proceedings, see Note 8 to the
unaudited Consolidated Interim Financial Statements.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

For a discussion of defaults with respect to the Company's
indebtedness due to Shamrock, see Notes 2 and 4 to the unaudited
Consolidated Interim Financial Statements.

The Company has accrued and declared, but has not paid as of June
30, 1999, dividends totaling approximately $152,000 which were
due and payable on the outstanding shares of its Series C
Preferred Stock as of December 31, 1994. The Company has accrued
and declared, but has not paid as of June 30, 1999, dividends
totaling approximately $152,000 which were due and payable on the
outstanding shares of its Series D Preferred Stock as of December
31, 1994.

Additionally, the Company has accrued, but has not declared or
paid as of June 30, 1999, dividends totaling approximately
$1,325,000 which were due and payable on the outstanding shares
of its Series C Preferred Stock from January 1, 1995 through June
30, 1999. The Company has accrued, but has not declared or paid
as of June 30, 1999, dividends totaling approximately $1,225,000
which were due and payable on the outstanding shares of its
Series D Preferred Stock from January 1, 1995 through June 30,
1999. Although such dividends do not constitute actual
liabilities of the Company until declared, the Company has
accrued for such dividends because, under the terms of the Series
C Preferred Stock and the Series D Preferred Stock, dividends are
cumulative whether or not declared and the Company is prohibited
from paying dividends on, purchasing or redeeming any of its
Series A Preferred Stock or Common Stock so long as any such
cumulated dividends are unpaid. The Company is prohibited under
the General Corporation Law of Delaware from declaring such
dividends unless the Company has (i) capital surplus or (ii) net
profits in the fiscal year in which such dividends are declared
and/or the preceding fiscal year.




<PAGE 18>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

Exhibit Number     Description

10.27     Sale Agreement dated as of July 2, 1999 between The
          President Riverboat Casino-Mississippi, Inc., President
          Casinos, Inc., President Mississippi Charter
          Corporation, the Company, AMGAM Associates, American
          Gaming & Resorts of Mississippi, Inc., the Committee
          for the Unsecured Creditors of AMGAM, the Committee for
          the Unsecured Creditors of AGRM, International Game
          Technology, Inc., and Shamrock Holdings Group, Inc.

11        Computation of Earnings Per Share

27        Financial Data Schedule


(b)       Reports on Form 8-K. The following reports were filed
by the Company during the second quarter of 1999:

   (1)  Form 8-K dated June 14, 1999 with respect to the
        appointment of new independent public accountants to the
        Company.
   (2)  Form 8-K/A dated June 14, 1999, amending the Form 8-K
        dated June 14, 1999 described above.
   (3)  Form 8-K dated June 25, 1999 with respect to the sale of
        the Harolds Club.



<PAGE 19>

SIGNATURES

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


                         American Gaming & Entertainment, Ltd.


Date:       7/28/99      By:   J. DOUGLAS WELLINGTON
      ________________        _________________________
                              J. Douglas Wellington
                              President and Chief Executive
                              Officer,  and Principal Accounting
                              Officer


<PAGE 20>

 EXHIBIT INDEX

EXHIBIT
  NO.       DESCRIPTION                                PAGE NO.

10.27     Sale Agreement dated as of July 2, 1999
          between The President Riverboat Casino
          -Mississippi, Inc., President Casinos, Inc.,
          President Mississippi Charter Corporation,
          the Company, AMGAM Associates, American
          Gaming & Resorts of Mississippi, Inc., the
          Committee for the Unsecured Creditors of
          AMGAM, the Committee for the Unsecured
          Creditors of AGRM, International Game
          Technology, Inc., and Shamrock Holdings
          Group, Inc.                                       21

11        Computation of Earnings Per Share                 39

27        Financial Data Schedule                           40





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