SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  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 September 30, 1999
                               ------------------
                             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   1-5440
                       ----------------------------------------

                          AZTAR CORPORATION
---------------------------------------------------------------
      (Exact name of registrant as specified in its charter)


       Delaware                               86-0636534
-----------------------------------        -------------------
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)            Identification No.)


 2390 East Camelback Road, Suite 400, Phoenix, Arizona  85016
--------------------------------------------------------------
 (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code (602) 381-4100
                                                  ----------------

Indicate by check mark 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
           -----    -----

At October 28, 1999, the registrant had outstanding 43,705,195 shares
of its common stock, $.01 par value.







                   AZTAR CORPORATION AND SUBSIDIARIES
                                FORM 10-Q

                                  INDEX








PART I.  FINANCIAL INFORMATION                                      Page
                                                                    ----
   Item 1.  Financial Statements

            Consolidated Balance Sheets at September 30, 1999 and
            December 31, 1998                                         3

            Consolidated Statements of Operations for the quarters
            and nine months ended September 30, 1999 and October 1,
            1998                                                      5

            Consolidated Statements of Cash Flows for the nine
            months ended September 30, 1999 and October 1, 1998       7

            Consolidated Statements of Shareholders' Equity for
            the nine months ended September 30, 1999 and October 1,
            1998                                                      9

            Notes to Consolidated Financial Statements               10

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                      15

   Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk                                              24

PART II.  OTHER INFORMATION

   Item 1.  Legal Proceedings                                        25

   Item 6.  Exhibits and Reports on Form 8-K                         25










                                      2

<TABLE>
                    AZTAR CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS (unaudited)
                  ---------------------------------------
                     (in thousands, except share data)

<CAPTION>
                                              September 30,    December 31,
                                                  1999             1998
                                              -------------    ------------
<S>                                           <C>              <C>
Assets
Current assets:
  Cash and cash equivalents                   $   56,083       $   58,600
  Accounts receivable, net                        24,323           31,496
  Inventories                                      7,232            6,496
  Prepaid expenses                                11,435            9,234
  Deferred income taxes, net                      16,626           15,957
                                              ----------       ----------
    Total current assets                         115,699          121,783

Investments in and advances to
  unconsolidated partnership                       7,841            8,437
Other investments                                 21,070           21,005

Property and equipment:
  Buildings, riverboats and equipment, net       756,766          778,420
  Land                                           102,307           99,035
  Construction in progress                         8,380            2,153
  Leased under capital leases, net                 5,239            7,782
                                              ----------       ----------
                                                 872,692          887,390

Deferred charges and other assets                 42,197           39,087
                                              ----------       ----------

                                              $1,059,499       $1,077,702
                                              ==========       ==========
</TABLE>


















[FN]

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

                                     3

<TABLE>
                    AZTAR CORPORATION AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS (unaudited) (continued)
                  ---------------------------------------
                     (in thousands, except share data)
<CAPTION>
                                            September 30,    December 31,
                                                 1999            1998
                                            -------------    ------------
<S>                                         <C>              <C>
Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable and accruals             $   53,602       $   52,935
  Accrued payroll and employee benefits         26,289           26,208
  Accrued interest payable                      21,029           12,608
  Income taxes payable                           2,428            3,185
  Current portion of long-term debt              3,500            2,537
  Current portion of other long-term
    liabilities                                  2,954            2,921
                                            ----------       ----------
    Total current liabilities                  109,802          100,394

Long-term debt                                 461,195          487,543
Other long-term liabilities                     21,677           22,882
Deferred income taxes                            8,955            5,635
Contingencies and commitments
Series B ESOP convertible preferred stock
  (redemption value $9,403 and $7,147)           7,178            7,147

Shareholders' equity:
  Common stock, $.01 par value (43,955,609
    and 45,337,834 shares outstanding)             494              492
  Paid-in capital                              413,642          412,528
  Retained earnings                             70,640           58,207
  Less: Treasury stock                         (34,084)         (17,126)
                                            ----------       ----------
    Total shareholders' equity                 450,692          454,101
                                            ----------       ----------

                                            $1,059,499       $1,077,702
                                            ==========       ==========
</TABLE>













[FN]
The accompanying notes are an integral part of these financial statements.


                                     4

<TABLE>
                       AZTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
          For the periods ended September 30, 1999 and October 1, 1998
         ---------------------------------------------------------------
                      (in thousands, except per share data)
<CAPTION>
                                         Third Quarter        Nine Months
                                      ------------------   ------------------
                                        1999      1998       1999      1998
                                      --------  --------   --------  --------
<S>                                   <C>       <C>        <C>       <C>
Revenues
  Casino                              $169,389  $173,500   $489,652  $504,926
  Rooms                                 16,719    14,995     49,731    41,692
  Food and beverage                     13,689    13,599     41,008    40,251
  Other                                  8,973     7,995     25,654    23,213
                                      --------  --------   --------  --------
                                       208,770   210,089    606,045   610,082
Costs and expenses
  Casino                                73,135    75,757    215,795   226,576
  Rooms                                  9,375     8,616     26,950    24,016
  Food and beverage                     13,703    13,805     41,562    40,546
  Other                                  7,858     7,017     22,846    20,043
  Marketing                             22,282    21,773     65,439    64,991
  General and administrative            19,096    18,838     55,501    57,250
  Utilities                              4,472     4,363     10,834    10,373
  Repairs and maintenance                6,506     5,949     19,563    18,281
  Provision for doubtful accounts        1,522     4,638      5,770    11,322
  Property taxes and insurance           5,955     5,688     17,719    17,715
  Rent                                   4,403     4,697     12,813    14,917
  Depreciation and amortization         13,506    13,517     40,100    40,173
                                      --------  --------   --------  --------
                                       181,813   184,658    534,892   546,203
                                      --------  --------   --------  --------
Operating income                        26,957    25,431     71,153    63,879

  Interest income                          285       378      1,246     1,717
  Interest expense                     (13,202)  (14,661)   (42,268)  (45,043)
                                      --------  --------   --------  --------
Income before other items, income
  taxes and extraordinary items         14,040    11,148     30,131    20,553

  Equity in unconsolidated
    partnership's loss                    (991)   (1,049)    (2,956)   (3,287)
                                      --------  --------   --------  --------
Income before income taxes
  and extraordinary items               13,049    10,099     27,175    17,266

  Income taxes                          (4,488)   (4,472)    (9,849)   (7,302)
                                      --------  --------   --------  --------
Income before extraordinary items        8,561     5,627     17,326     9,964

  Extraordinary items                     (382)       --     (4,455)   (1,346)
                                      --------  --------   --------  --------
Net income                            $  8,179  $  5,627   $ 12,871  $  8,618
                                      ========  ========   ========  ========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.

                                        5

<TABLE>
                       AZTAR CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)(continued)
          For the periods ended September 30, 1999 and October 1, 1998
         ---------------------------------------------------------------
                      (in thousands, except per share data)
<CAPTION>
                                        Third Quarter         Nine Months
                                      ------------------   ------------------
                                        1999      1998       1999      1998
                                      --------  --------   --------  --------
<S>                                   <C>       <C>        <C>       <C>
Earnings per common share:
  Income before extraordinary items   $    .19  $    .12   $    .38  $    .21
  Extraordinary items                     (.01)       --       (.10)     (.03)
                                      --------  --------   --------  --------
  Net income                          $    .18  $    .12   $    .28  $    .18
                                      ========  ========   ========  ========
Earnings per common share assuming
  dilution:
  Income before extraordinary items   $    .18  $    .12   $    .37  $    .20
  Extraordinary items                     (.01)       --       (.10)     (.03)
                                      --------  --------   --------  --------
  Net income                          $    .17  $    .12   $    .27  $    .17
                                      ========  ========   ========  ========

Weighted-average common shares
  applicable to:
  Earnings per common share             44,353    45,233     44,987    45,219
  Earnings per common share assuming
    dilution                            46,283    46,404     46,490    46,694

</TABLE>
























[FN]
The accompanying notes are an integral part of these financial statements.

                                        6

<TABLE>
                       AZTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
          For the periods ended September 30, 1999 and October 1, 1998
         ---------------------------------------------------------------
                                 (in thousands)
<CAPTION>
                                                            Nine Months
                                                       ---------------------
                                                          1999       1998
                                                       ---------   ---------
<S>                                                    <C>         <C>
Cash Flows from Operating Activities
Net income                                             $  12,871   $   8,618
Adjustments to reconcile net income
  to net cash provided by operating activities:
   Depreciation and amortization                          41,615      41,937
   Provision for losses on accounts receivable             5,770      11,322
   Loss on early retirement of debt                        6,854       2,071
   Loss on reinvestment obligation                           720         372
   Rent expense                                             (690)       (697)
   Distribution in excess of equity in income
     of partnership                                          596         728
   Deferred income taxes                                   2,651       1,771
   Change in assets and liabilities:
     (Increase) decrease in accounts receivable            3,739      (2,072)
     (Increase) decrease in inventories and
       prepaid expenses                                   (3,058)        589
     Increase (decrease) in accounts payable,
       accrued expenses and income taxes payable           7,768      (9,911)
     Other items, net                                        228       1,300
                                                       ---------   ---------
  Net cash provided by (used in) operating activities     79,064      56,028
                                                       ---------   ---------
Cash Flows from Investing Activities
Payments received on notes receivable                      1,701       1,493
Reduction in other investments                               600         564
Purchases of property and equipment                      (22,952)    (19,247)
Additions to other long-term assets                       (6,927)     (6,672)
                                                       ---------   ---------
  Net cash provided by (used in) investing activities    (27,578)    (23,862)
                                                       ---------   ---------
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt                 410,100     423,400
Proceeds from issuance of common stock                       954          83
Principal payments on long-term debt                    (435,670)   (459,333)
Premium paid on early retirement of debt                  (3,557)         --
Principal payments on other long-term liabilities           (964)       (964)
Debt issuance costs                                       (6,606)     (2,246)
Repurchase of common stock                               (16,958)         --
Preferred stock dividend                                    (606)       (649)
Redemption of preferred stock                               (696)       (379)
                                                       ---------   ---------
  Net cash provided by (used in) financing activities    (54,003)    (40,088)
                                                       ---------   ---------
Net increase (decrease) in cash and cash equivalents      (2,517)     (7,922)
Cash and cash equivalents at beginning of period          58,600      46,129
                                                       ---------   ---------
    Cash and cash equivalents at end of period         $  56,083   $  38,207
                                                       =========   =========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.

                                        7

<TABLE>
                      AZTAR CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)
         For the periods ended September 30, 1999 and October 1, 1998
        ---------------------------------------------------------------
                                (in thousands)
<CAPTION>
                                                              Nine Months
                                                          -------------------
                                                            1999       1998
                                                          --------   --------

<S>                                                      <C>         <C>
Supplemental Cash Flow Disclosures

Summary of non-cash investing and financing activities:
 Capital lease obligations incurred for property
   and equipment                                         $      16   $  8,372
 Tax benefit from stock options and preferred stock
   dividend                                                    175         70

Cash flow during the period for the following:
 Interest paid, net of amount capitalized                $  32,331   $ 55,641
 Income taxes paid (refunded)                                5,381      1,115

</TABLE>
































[FN]
The accompanying notes are an integral part of these financial statements.

                                       8

<TABLE>
                      AZTAR CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
         For the periods ended September 30, 1999 and October 1, 1998
        ---------------------------------------------------------------
                    (in thousands, except number of shares)
<CAPTION>
                                                          Nine Months
                                                      --------------------
                                                        1999        1998
                                                      --------    --------
<S>                                                   <C>         <C>
Common stock:
 Beginning balance                                    $    492    $    491
 Stock options exercised for 176,334 and 23,405 shares       2          --
                                                      --------    --------
   Ending balance                                          494         491
                                                      --------    --------
Paid-in capital:
 Beginning balance                                     412,528     412,029
 Stock options exercised                                   952          83
 Tax benefit from stock options exercised                  162          35
                                                      --------    --------
   Ending balance                                      413,642     412,147
                                                      --------    --------
Retained earnings:
 Beginning balance                                      58,207      48,654
 Preferred stock dividend and losses on redemption,
   net of income tax benefit of $13 and $35               (438)       (459)
 Net income                                             12,871       8,618
                                                      --------    --------
   Ending balance                                       70,640      56,813
                                                      --------    --------
Treasury stock:
 Beginning balance                                     (17,126)    (17,126)
 Repurchase of 1,885,800 shares of common stock,
   at cost, in 1999                                    (16,958)         --
                                                      --------    --------
   Ending balance                                      (34,084)    (17,126)
                                                      --------    --------
Unearned compensation:
 Beginning balance                                          --         (10)
 Amortization                                               --          10
                                                      --------    --------
   Ending balance                                           --          --
                                                      --------    --------

                                                      $450,692    $452,325
                                                      ========    ========

</TABLE>






[FN]
The accompanying notes are an integral part of these financial statements.

                                       9

                      AZTAR CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1:  General
----------------
The consolidated financial statements reflect all adjustments, such
adjustments being normal recurring accruals, which are necessary, in the
opinion of management, for the fair presentation of the results of the
interim periods; interim results, however, may not be indicative of the
results for the full year.

The notes to the interim consolidated financial statements are presented to
enhance the understanding of the financial statements and do not necessarily
represent complete disclosures required by generally accepted accounting
principles.  There was no interest capitalized during the quarters or nine
months ended 1999 or 1998.  Capitalized costs related to various development
projects, included in deferred charges and other assets, were $5,005,000 and
$2,630,000 at September 30, 1999 and December 31, 1998, respectively.  For
additional information regarding significant accounting policies, Las Vegas
Tropicana redevelopment, long-term debt, lease obligations, and other matters
applicable to the Company, reference should be made to the Company's Annual
Report to Shareholders for the year ended December 31, 1998.

Certain reclassifications have been made in the 1998 Consolidated Statement
of Cash Flows in order to be comparable with the 1999 presentation.

Note 2: Investments in and Advances to Unconsolidated Partnership
-----------------------------------------------------------------
<TABLE>
Following are summarized operating results for the Company's unconsolidated
partnership, accounted for using the equity method for the periods ended
September 30, 1999 and October 1, 1998 (in thousands):
<CAPTION>
                               Third Quarter           Nine Months
                            -------------------    -------------------
                              1999       1998        1999       1998
                            --------   --------    --------   --------
   <S>                      <C>        <C>         <C>        <C>
   Revenues                 $  4,272   $  4,020    $ 12,812   $ 12,225
   Operating expenses           (684)      (685)     (2,059)    (2,060)
                            --------   --------    --------   --------
   Operating income            3,588      3,335      10,753     10,165
   Interest expense           (1,024)    (1,163)     (3,071)    (3,695)
                            --------   --------    --------   --------
     Net income             $  2,564   $  2,172    $  7,682   $  6,470
                            ========   ========    ========   ========
</TABLE>
<TABLE>
The Company's share of the above operating results, after intercompany
eliminations, is as follows (in thousands):
<CAPTION>
                                Third Quarter         Nine Months
                            -------------------    -------------------
                              1999       1998        1999       1998
                            --------   --------    --------   --------
<S>                         <C>        <C>         <C>        <C>
Equity in unconsolidated
    partnership's loss      $   (991)  $ (1,049)   $ (2,956)  $ (3,287)

</TABLE>


                                      10

                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 3:  Long-term Debt
-----------------------
<TABLE>
Long-term debt consists of the following (in thousands):
<CAPTION>
                                                   September 30, December 31,
                                                       1999          1998
                                                   ------------  ------------
    <S>                                             <C>           <C>
    11% Senior Subordinated Notes Due 2002
       ("11% Notes")                                $     --      $200,000
    13 3/4% Senior Subordinated Notes Due 2004
       ("13 3/4% Notes")                             172,907       178,243
    8 7/8% Senior Subordinated Notes Due 2007        235,000            --
    Reducing revolving credit note ("Revolver");
       floating rate; matures June 30, 2003               --        53,100
    Term loan ("Term Loan"); floating rate, 7.94%
       at September 30, 1999; matures June 30, 2005   50,000        50,000
    Other notes payable; 7% to 14.6%; maturities
       to 2002                                           837           868
    Obligations under capital leases                   5,951         7,869
                                                    --------      --------
                                                     464,695       490,080
    Less current portion                              (3,500)       (2,537)
                                                    --------      --------
                                                    $461,195      $487,543
                                                    ========      ========
</TABLE>
On April 7, 1999 and June 2, 1999, respectively, the Company redeemed
$75,000,000 and $125,000,000 principal amount of the 11% Notes at 101.571% of
the principal amount plus accrued interest.

Effective April 30, 1999, the Company and the lenders under the Revolver
agreed to expand the maximum amount available under the Revolver from
$250,000,000 to $300,000,000.  In conjunction with this change, the quarterly
reductions in the maximum amount available under the Revolver were increased
from $10,000,000 to $12,000,000.

On May 3, 1999, the Company issued $235,000,000 principal amount of 8 7/8%
Senior Subordinated Notes due May 15, 2007 ("8 7/8% Notes").  Interest is
payable on May 15 and November 15, beginning on November 15, 1999.  The net
proceeds from the issuance of the 8 7/8% Notes, after payment of the fees and
expenses of the issuance, were approximately $228,700,000.  A portion of the
net proceeds of the 8 7/8% Notes was used for the redemption on June 2, 1999
of the 11% Notes.  The balance of the net proceeds of the 8 7/8% Notes was
used to repay outstanding borrowings under the Revolver.

At any time prior to May 15, 2003, the 8 7/8% Notes are redeemable at the
option of the Company, in whole or in part, at a price of 100% of the
principal amount plus a redemption premium plus accrued interest.  The
redemption premium will be equal to the greater of (1) 1% of the principal
amount or (2) the excess of (A) the sum of the present values of (i) 104.438%
of the principal amount and (ii) all required interest payments through May
15, 2003, excluding accrued but unpaid interest, computed in each case using
a discount rate equal to the treasury rate at the time of redemption plus 50
basis points over (B) the principal amount.  On or after May 15, 2003, the


                                      11

                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

8 7/8% Notes are redeemable at the option of the Company, in whole or in
part, at prices from 104.438% of the principal amount plus interest declining
to 100% of the principal amount plus interest beginning May 15, 2006.

The 8 7/8% Notes, ranked pari passu with the 13 3/4% Notes, are general
unsecured obligations of the Company and are subordinated in right of payment
to all present and future senior indebtedness (as defined) of the Company.
Upon change of control of the Company, the holders of the 8 7/8% Notes would
have the right to require repurchase of the notes at 101% of the principal
amount plus accrued interest.  Certain covenants in the 8 7/8% Notes limit
the ability of the Company to incur indebtedness, make certain payments or
engage in mergers, consolidations or sales of assets.

On August 20, 1999, the Company redeemed $5,540,000 principal amount of the
13 3/4% Notes at 107.5% of the principal amount plus accrued interest.


Note 4:  Other Long-term Liabilities
-------------------------------------
<TABLE>
Other long-term liabilities consist of the following (in thousands):
<CAPTION>
                                                   September 30, December 31,
                                                       1999         1998
                                                   ------------  ------------
    <S>                                            <C>           <C>
    Deferred compensation and retirement plans     $ 12,353      $ 11,871
    Accrued rent expense                              9,737        10,427
    Obligation to City of Evansville and
      other civic and community organizations         2,113         3,050
    Las Vegas Boulevard beautification assessment       428           455
                                                   --------      --------
                                                     24,631        25,803
    Less current portion                             (2,954)       (2,921)
                                                   --------      --------
                                                   $ 21,677      $ 22,882
                                                   ========      ========
</TABLE>
Note 5:  Income Taxes
----------------------
The Company is responsible, with certain exceptions, for the taxes of Ramada
Inc. ("Ramada") through December 20, 1989.  The Internal Revenue Service
("IRS") has completed its examinations of the income tax returns for the
years 1988 through 1991 and has settled for all but one issue.  The IRS is
examining the income tax returns for the years 1992 through 1996.  The
Indiana Department of Revenue is examining the Indiana income tax returns for
the years 1995 through 1997.  Management believes that adequate provision for
income taxes and interest has been made in the financial statements.

Note 6:  Extraordinary Items
----------------------------
In the third quarter of 1999, the Company expensed the redemption premium,
the remaining unamortized deferred financing charges and the remaining
unamortized discount in connection with the partial redemption of the 13 3/4%
Notes.  In the second quarter of 1999, the Company expensed the redemption
premiums and the remaining unamortized deferred financing charges in
connection with the redemptions of the 11% Notes.  These items were reflected

                                      12

                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

in the Consolidated Statements of Operations as an extraordinary loss of
$382,000, which was net of an income tax benefit of $206,000, for the 1999
third quarter, and $4,455,000, which was net of an income tax benefit of
$2,399,000 for the nine months ended 1999.

In May 1998, the Company expensed the remaining unamortized deferred
financing charges in connection with the extinguishment of the Company's
reducing revolving credit note maturing on December 31, 1999 and supplemental
reducing revolving loan agreement maturing on March 15, 1999.  These items
were reflected in the Consolidated Statement of Operations for the nine
months ended 1998, as an extraordinary loss of $1,346,000, which was net of
an income tax benefit of $725,000.

Note 7:  Earnings Per Share
---------------------------
Earnings per common share excludes dilution and is computed by dividing
income applicable to common shareholders by the weighted-average number of
common shares outstanding.  Earnings per common share, assuming dilution, is
computed based on the weighted-average number of common shares outstanding
after consideration of the dilutive effect of stock options and the assumed
conversion of the preferred stock at the stated rate.
<TABLE>
The computations of earnings per common share and earnings per common share,
assuming dilution, for the periods ended September 30, 1999 and October 1,
1998, are as follows:
<CAPTION>
                                       Third Quarter       Nine Months
                                    ------------------  ------------------
                                      1999      1998      1999      1998
                                    --------  --------  --------  --------
<S>                                 <C>       <C>       <C>       <C>
Income before extraordinary items   $  8,561  $  5,627  $ 17,326  $  9,964

Deduct: preferred stock dividends
  and losses on redemption (net of
  income tax benefits of $3, $10,
  $13 and $35, credited to retained
  earnings)                             (141)     (157)     (438)     (459)
                                    --------  --------  --------  --------
Income before extraordinary items
  applicable to computations           8,420     5,470    16,888     9,505

Extraordinary items                     (382)       --    (4,455)   (1,346)
                                    --------  --------  --------  --------
Net income applicable to
  computations                      $  8,038  $  5,470  $ 12,433  $  8,159
                                    ========  ========  ========  ========

</TABLE>








                                      13

<TABLE>
                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
<CAPTION>
                                       Third Quarter       Nine Months
                                    ------------------  ------------------
                                      1999      1998      1999      1998
                                    --------  --------  --------  --------
<S>                                   <C>       <C>       <C>       <C>
Weighted-average common shares
  applicable to earnings per
  common share                        44,353    45,233    44,987    45,219

Effect of dilutive securities:
  Stock option incremental shares      1,159       319       703       610
  Assumed conversion of preferred
   stock                                 771       852       800       865
                                    --------  --------  --------  --------
                                       1,930     1,171     1,503     1,475
                                    --------  --------  --------  --------
Weighted-average common shares
  applicable to earnings per
  common share assuming dilution      46,283    46,404    46,490    46,694
                                    ========  ========  ========  ========

Earnings per common share:
  Income before extraordinary items $    .19  $    .12  $    .38  $    .21
  Extraordinary items                   (.01)       --      (.10)     (.03)
                                    --------  --------  --------  --------
  Net income                        $    .18  $    .12  $    .28  $    .18
                                    ========  ========  ========  ========
Earnings per common share
  assuming dilution:
  Income before extraordinary items $    .18  $    .12  $    .37  $    .20
  Extraordinary items                   (.01)       --      (.10)     (.03)
                                    --------  --------  --------  --------
  Net income                        $    .17  $    .12  $    .27  $    .17
                                    ========  ========  ========  ========
</TABLE>
Note 8:  Contingencies and Commitments
--------------------------------------
The Company agreed to indemnify Ramada against all monetary judgments in
lawsuits pending against Ramada and its subsidiaries as of the conclusion of
the restructuring of Ramada (the "Restructuring") on December 20, 1989, as
well as all related attorneys' fees and expenses not paid at that time,
except for any judgments, fees or expenses accrued on the hotel business
balance sheet and except for any unaccrued and unreserved aggregate amount up
to $5,000,000 of judgments, fees or expenses related exclusively to the hotel
business.  Aztar is entitled to the benefit of any crossclaims or
counterclaims related to such lawsuits and of any insurance proceeds
received.  In addition, the Company agreed to indemnify Ramada for various
lease guarantees made by Ramada relating to the restaurant business.  In
connection with these matters, the Company has an accrued liability of
$3,840,000 and $3,894,000 at September 30, 1999 and December 31, 1998,
respectively.

The Company is a party to various other claims, legal actions and complaints
arising in the ordinary course of business or asserted by way of defense or
counterclaim in actions filed by the Company.  Management believes that its
defenses are substantial in each of these matters and that the Company's

                                      14

                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

legal posture can be successfully defended without material adverse effect on
its consolidated financial statements.

The Tropicana Las Vegas lease agreement contains a provision that requires
the Company to maintain an additional security deposit with the lessor of
$21,000,000 in cash or a letter of credit if the Tropicana Las Vegas
operation fails to meet certain financial tests.  The Company has a 50%
partnership interest in the lessor.

The Company has severance agreements with certain of its senior executives.
Severance benefits range from a lump-sum cash payment equal to three times
the sum of the executive's annual base salary and the average of the
executive's annual bonuses awarded in the preceding three years plus payment
of the value in the executive's outstanding stock options and vesting and
distribution of any restricted stock to a lump-sum cash payment equal to the
executive's annual base salary.  In certain agreements, the termination must
be as a result of a change in control of the Company.  Based upon current
salary levels and stock options, the aggregate commitment under the severance
agreements should all these executives be terminated was approximately
$25,000,000 at September 30, 1999.

Note 9:  Subsequent Events
--------------------------
On October 1, 1999, the Company redeemed the remaining principal amount of
$174,460,000 of the 13 3/4% Notes at 106.875% of the principal amount plus
accrued interest.  The redemption was funded primarily by borrowings under
the Revolver.  In connection with this redemption, the Company expects to
expense the redemption premium, the remaining unamortized deferred financing
charges and the remaining unamortized discount associated with the 13 3/4%
Notes in the 1999 fourth quarter.  This expense will be reflected as an
extraordinary loss and shown net of an income tax benefit.  The net expense
is currently estimated to be approximately $11,300,000.

On October 26, 1999, the Company amended the Revolver to increase to
$100,000,000, from $30,000,000, the amount of the Company's common stock that
is allowed to be repurchased in addition to certain other limited amounts.

On October 27, 1999, the Company amended the Term Loan to increase the amount
of restricted payments that are allowed to be made so that the restricted
payment provisions of the Term Loan are now generally consistent with the
Indenture for the recently issued 8 7/8% Notes.

Item 2.  Management's Discussion and Analysis

Financial Condition

On April 7, 1999 and June 2, 1999, respectively, the Company redeemed $75
million and $125 million principal amount of the 11% Notes at 101.571% of the
principal amount plus accrued interest.

Effective April 30, 1999, the Company and the lenders under the Revolver
agreed to expand the maximum amount available under the Revolver from $250
million to $300 million.  In conjunction with this change, the quarterly
reductions in the maximum amount available under the Revolver were increased
from $10 million to $12 million.
                                      15

                      AZTAR CORPORATION AND SUBSIDIARIES


On May 3, 1999, the Company issued $235 million principal amount of 8 7/8%
Senior Subordinated Notes due May 15, 2007.  Interest is payable on May 15
and November 15, beginning on November 15, 1999.  The net proceeds from the
issuance of the 8 7/8% Notes, after payment of the fees and expenses of the
issuance, were approximately $228.7 million.  A portion of the net proceeds
of the 8 7/8% Notes was used for the redemption on June 2, 1999 of the 11%
Notes.  The balance of the net proceeds of the 8 7/8% Notes was used to repay
outstanding borrowings under the Revolver.

On August 20, 1999, the Company redeemed $5.5 million principal amount of the
13 3/4% Notes at 107.5% of the principal amount plus accrued interest.

Subsequent to the end of the third quarter, the Company, on October 1, 1999,
redeemed the remaining principal amount of $174.5 million of the 13 3/4%
Notes at 106.875% of the principal amount plus accrued interest.  The
redemption was funded primarily by borrowings under the Revolver.  In
connection with this redemption, the Company expects to expense the
redemption premium, the remaining unamortized deferred financing charges and
the remaining unamortized discount associated with the 13 3/4% Notes in the
1999 fourth quarter.  This expense will be reflected as an extraordinary loss
and shown net of an income tax benefit.  The net expense is currently
estimated to be approximately $11.3 million.

On October 26, 1999, the Company amended the Revolver to increase to $100
million, from $30 million, the amount of the Company's common stock that is
allowed to be repurchased in addition to certain other limited amounts.

On October 27, 1999, the Company amended the Term Loan to increase the amount
of restricted payments that are allowed to be made so that the restricted
payment provisions of the Term Loan are now generally consistent with the
Indenture for the recently issued 8 7/8% Notes.

In May 1999, the Company announced authorization by the board of directors to
make discretionary repurchases of up to 3.5 million shares of its common
stock.  Such repurchases may be made in the open market or in privately
negotiated transactions, depending upon market prices and other business
factors.  As of September 30, 1999, the Company had repurchased under this
program, 1,885,800 shares of its common stock at prices ranging from $6.69
per share to $10.25 per share and at an average price of $8.95 per share.

Results of Operations

Nine Months Ended September 30, 1999 Compared to Nine Months Ended October 1,
1998

The Company's consolidated revenues in the 1999 nine-month period were $606.0
million, down slightly from $610.1 million in the 1998 nine-month period.
Consolidated rooms revenue was $8.0 million or 19% higher in the 1999 versus
1998 nine-month period, reflecting increases at all hotel properties.
Consolidated operating income was $71.2 million in the 1999 nine-month
period, an 11% improvement over $63.9 million in the 1998 nine-month period.
Consistent with the increase in consolidated rooms revenue, consolidated
rooms costs were $2.9 million or 12% higher in the 1999 versus 1998 nine-
month period.  The consolidated provision for doubtful accounts was $5.6

                                      16

                      AZTAR CORPORATION AND SUBSIDIARIES

million or 49% lower in the 1999 versus 1998 nine-month period, reflecting
decreases in the allowance for potential uncollectible markers at Tropicana
Atlantic City and Tropicana Las Vegas as a result of a lower volume of table
games play at those properties.  Consolidated rent expense was $2.1 million
or 14% lower in the 1999 versus 1998 nine-month period due to a decreased
number of operating leases at Tropicana Atlantic City as a result of a shift
from operating leases to capital leases or ownership.

For a discussion of extraordinary items, refer to "Note 6: Extraordinary
Items".

TROPICANA ATLANTIC CITY Total revenues at Tropicana Atlantic City were $326.0
million in the 1999 nine-month period, up 3% from $317.8 million in the 1998
nine-month period.  Casino revenue was 2% higher in the 1999 versus 1998
nine-month period, primarily reflecting an 8% increase in slot revenue,
partially offset by a 10% decrease in games revenue.  The decline in games
revenue was a result of a decrease in the volume of play.  Rooms revenue was
18% higher in the 1999 versus 1998 nine-month period primarily as a result of
an increase in rooms occupied on a non-complimentary basis.

Tropicana Atlantic City had operating income of $57.9 million in the 1999
nine-month period, an 11% improvement over $51.9 million in the 1998 nine-
month period.  Rooms costs were 16% higher in the 1999 versus 1998 nine-month
period due to the increase in rooms revenue.  The provision for doubtful
accounts was $3.0 million lower in the 1999 versus 1998 nine-month period,
reflecting a decrease as a result of the lower volume of table games play.
Operating income is after rent and depreciation and amortization expenses.
Rent expense decreased to $2.0 million in the 1999 nine-month period from
$3.9 million in the 1998 nine-month period due to a decreased number of
operating leases as a result of a shift from operating leases to capital
leases or ownership.  Depreciation and amortization was $19.1 million in the
1999 nine-month period compared to $18.1 million in the 1998 nine-month
period.

TROPICANA LAS VEGAS  At Tropicana Las Vegas, total revenues were $109.4
million in the 1999 nine-month period, a 6% decrease from $115.9 million in
the 1998 nine-month period.  Casino revenue was 17% lower in the 1999 versus
1998 nine-month period, primarily due to a 40% decrease in games revenue
combined with a 4% decrease in slot revenue.  More than half of the decrease
in games revenue was attributable to lower baccarat revenue, which decreased
as a result of a 92% decline in the volume of play as the Las Vegas Tropicana
completed its program to eliminate the increasingly expensive high-end games
business.  Rooms revenue was $4.8 million or 22% higher in the 1999 versus
1998 nine-month period primarily as a result of an increase in average daily
rate combined with higher occupancy.

Tropicana Las Vegas had an operating loss of $4.2 million in the 1999 nine-
month period compared to $8.1 million in the 1998 nine-month period.  Casino
costs were 23% lower in the 1999 versus 1998 nine-month period, primarily due
to the decrease in casino revenues.  Consistent with the increase in rooms
revenue, rooms costs were 9% higher in the 1999 versus 1998 nine-month
period.  The provision for doubtful accounts was $2.6 million lower in the
1999 versus 1998 nine-month period as a result of a lower volume of baccarat
play.  Operating loss is after rent and depreciation and amortization


                                      17

                      AZTAR CORPORATION AND SUBSIDIARIES

expenses.  Rent expense was $7.4 million in both periods.  Depreciation and
amortization was $7.5 million in the 1999 nine-month period compared to $7.2
million in the 1998 nine-month period.

RAMADA EXPRESS  At Ramada Express, total revenues were $71.2 million in the
1999 nine-month period, up 13% from $62.9 million in the 1998 nine-month
period.  Ramada Express is benefiting from an increase in revenue in the
Laughlin market.  Operating income was $11.6 million in the 1999 nine-month
period, a 61% improvement over $7.2 million in the 1998 nine-month period.
Operating income is after rent and depreciation and amortization expenses.
Rent expense was $0.5 million in the 1999 nine-month period compared to $0.4
million in the 1998 nine-month period.  Depreciation and amortization was
$3.6 million in the 1999 nine-month period compared to $5.0 million in the
1998 nine-month period.

CASINO AZTAR EVANSVILLE  Total revenues at Casino Aztar Evansville were $81.0
million in the 1999 nine-month period, down 15% from $94.9 million in the
1998 nine-month period.  Casino revenue was down 15% in the 1999 versus 1998
nine-month period.  The introduction in November 1998 of a riverboat casino
in the Louisville, Kentucky area, in combination with severe winter weather
in January and March of 1999, negatively impacted results at Casino Aztar
Evansville.  Operating income was $16.0 million in the 1999 nine-month
period, a 33% decrease from $24.1 million in the 1998 nine-month period.
Operating income is after rent and depreciation and amortization expenses.
Rent expense was $2.6 million in the 1999 nine-month period compared to $2.9
million in the 1998 nine-month period.  Depreciation and amortization was
$7.3 million in both periods.

CASINO AZTAR CARUTHERSVILLE  Total revenues at Casino Aztar Caruthersville
were $18.4 million in the 1999 nine-month period, a slight decrease from
$18.6 million in the 1998 nine-month period.  Casino Aztar Caruthersville had
an operating loss of $0.5 million in the 1999 nine-month period compared to
$1.1 million in the 1998 nine-month period.  Operating loss is after
depreciation and amortization of $2.4 million in both periods.

Quarter Ended September 30, 1999 Compared to Quarter Ended October 1, 1998

The Company's consolidated revenues in the 1999 third quarter were $208.8
million, down slightly from $210.1 million in the 1998 third quarter.
Consolidated rooms revenue was $1.7 million or 11% higher in the 1999 versus
1998 third quarter, reflecting increases at all hotel properties.
Consolidated operating income was $27.0 million in the 1999 third quarter, a
6% improvement over $25.4 million in the 1998 third quarter.  Consolidated
rooms costs were $0.8 million or 9% higher in the 1999 versus 1998 third
quarter due to the increase in rooms revenue.  The consolidated provision for
doubtful accounts was $3.1 million or 67% lower in the 1999 versus 1998 third
quarter, primarily reflecting decreases in the allowance for potential
uncollectible markers at Tropicana Atlantic City and Tropicana Las Vegas as a
result of a lower volume of table games play at those properties.

Consolidated interest expense was 10% or $1.5 million lower in the 1999
versus 1998 third quarter primarily as a result of lower levels of debt
outstanding under the Revolver.

For a discussion of extraordinary items, refer to "Note 6: Extraordinary
Items".
                                      18

                      AZTAR CORPORATION AND SUBSIDIARIES

TROPICANA ATLANTIC CITY  Total revenues at Tropicana Atlantic City were
$117.2 million in the 1999 third quarter, up 3% from $113.5 million in the
1998 third quarter.  Casino revenue was 2% higher in the 1999 versus 1998
third quarter, primarily reflecting an 8% increase in slot revenue, partially
offset by an 11% decrease in games revenue.  The decline in games revenue was
a result of decreases in the hold percentage and the volume of play in the
1999 versus 1998 third quarter.  Rooms revenue was $0.9 million or 20% higher
in the 1999 third quarter primarily as a result of an increase in occupied
rooms on a non-complimentary basis.

Tropicana Atlantic City had operating income of $24.6 million in the 1999
third quarter, an 11% improvement over $22.1 million in the 1998 third
quarter.  Consistent with the increases in casino revenue and rooms revenue,
casino costs and rooms costs were 4% higher and 16% higher, respectively, in
the 1999 versus 1998 third quarter.  The provision for doubtful accounts was
$1.9 million lower in the 1999 versus 1998 third quarter, reflecting a
decrease as a result of the lower volume of table games play.  Operating
income is after rent and depreciation and amortization expenses.  Rent
expense was $0.7 million in the 1999 third quarter compared to $0.9 million
in the 1998 third quarter.  Depreciation and amortization was $6.4 million in
the third quarter of 1999 compared to $6.3 million in the third quarter of
last year.

TROPICANA LAS VEGAS  At Tropicana Las Vegas, total revenues were $36.1
million in the 1999 third quarter, a 4% decrease from $37.7 million in the
1998 third quarter.  Casino revenue was 10% lower in the 1999 versus 1998
third quarter, primarily due to a 21% decrease in games revenue combined with
a 5% decrease in slot revenue.  A substantial portion of the decrease in
games revenue was attributable to the elimination of baccarat revenue as a
result of the elimination of baccarat play.  Rooms revenue was $0.5 million
or 7% higher in the 1999 versus 1998 third quarter primarily due to higher
occupancy.

Tropicana Las Vegas had an operating loss of $2.0 million in the 1999 third
quarter compared to $3.5 million in the 1998 third quarter.  Casino costs
were 21% lower in the 1999 versus 1998 third quarter, primarily due to the
decrease in casino revenue.  The provision for doubtful accounts was $1.3
million or 62% lower in the 1999 versus 1998 third quarter as a result of the
elimination of baccarat play.  Operating loss is after rent and depreciation
and amortization expenses.  Rent expense was $2.4 million in both periods.
Depreciation and amortization was $2.5 million in the 1999 third quarter
compared to $2.4 million in the 1998 third quarter.

RAMADA EXPRESS  At Ramada Express, total revenues were $21.7 million in the
1999 third quarter, up 7% from $20.2 million in the 1998 third quarter.
Ramada Express is benefiting from an increase in revenue in the Laughlin
market.  Operating income was $2.3 million in the 1999 third quarter, a 30%
improvement over $1.8 million in the 1998 third quarter.  Operating income is
after rent and depreciation and amortization expenses.  Rent expense was $0.2
million in both periods.  Depreciation and amortization was $1.2 million in
the 1999 third quarter compared to $1.5 million in the 1998 third quarter.

CASINO AZTAR EVANSVILLE  Total revenues at Casino Aztar Evansville were $27.2
million in the 1999 third quarter, down 16% from $32.5 million in last year's
third quarter.  Casino revenue was 17% lower in the 1999 versus 1998 third

                                      19

                      AZTAR CORPORATION AND SUBSIDIARIES

quarter.  The introduction in November 1998 of a riverboat casino in the
Louisville, Kentucky area negatively impacted results at Casino Aztar
Evansville.  Operating income was $5.3 million in the 1999 third quarter, a
34% decrease from $8.0 million in the 1998 third quarter.  Operating income
is after rent and depreciation and amortization expenses.  Rent expense was
$1.0 million in the 1999 third quarter compared to $1.1 million in the 1998
third quarter.  Depreciation and amortization was $2.5 million in both
periods.

CASINO AZTAR CARUTHERSVILLE  Total revenues at Casino Aztar Caruthersville
were $6.6 million in the 1999 third quarter, a 7% increase from $6.2 million
in the 1998 third quarter.  Casino Aztar Caruthersville had an operating loss
of $0.2 million in the third quarter of 1999 compared to $0.3 million in the
third quarter of 1998.  Operating loss is after depreciation and amortization
of $0.9 million in the 1999 third quarter compared to $0.8 million in the
1998 third quarter.

Year 2000

  Background

In the past, many computer software programs were written using two digits
rather than four to define the applicable year.  As a result, date-sensitive
computer software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This is generally referred to as the Year 2000 issue.
If this situation occurs, the potential exists for computer system failures
or miscalculations by computer programs, which could disrupt operations.

The Company utilizes computer systems in virtually all aspects of its
business.  In particular, Year 2000 problems in the hotel or casino systems
at the Company's properties could disrupt operations at the affected
properties and have a material adverse impact upon the Company's operating
results.  The Company is also exposed to the risk that one or more of its
suppliers could experience Year 2000 problems that impact the ability of such
suppliers to provide goods and services.  Though this is not considered as
significant a risk with respect to the suppliers of goods, due to the
availability of alternative suppliers, the disruption of certain services,
such as utilities, could, depending upon the extent of the disruption, have a
material adverse impact on the Company's operations.

  Approach

The Company has established a coordinated effort between its corporate level
and responsible parties at each of its properties to address Year 2000
issues.  The Company requires each property to submit a monthly status report
to the corporate office, which is then reviewed with each property.  The
audit committee of Aztar's board of directors discusses the status of each
property's Year 2000 readiness at least quarterly.  The Company's Year 2000
readiness program consists of four phases:

     Phase 1    Compile an inventory of information technology (IT) and non-
                IT systems that may be sensitive to the Year 2000 problem.




                                      20

                      AZTAR CORPORATION AND SUBSIDIARIES

     Phase 2    Identify and prioritize the critical systems from the
                inventory of systems compiled in Phase 1 and inquire of third
                parties with whom the Company does significant business, such
                as vendors and suppliers, as to the state of their Year 2000
                readiness.

     Phase 3    Analyze the critical systems to determine which systems are
                not Year 2000 compliant and evaluate the costs to repair or
                replace those systems.

     Phase 4    Repair or replace noncompliant systems and test those systems
                for which representation as to Year 2000 compliance has not
                been received or for which representation was received but
                has not been confirmed.

  Status
               IT Systems

               The Company utilizes software purchased from vendors in
               virtually all critical technology systems at its properties.
               In certain instances, such vendor-supplied software is
               modified through the use of internal programming to enhance
               these systems.  In many cases, the solution to the Year 2000
               issue is simply to install a vendor-tested software upgrade
               ("Upgrade") and further test the Upgrade through internally
               generated test data. In other cases, the Company is purchasing
               and installing new vendor software ("Conversion") that is Year
               2000 compliant.  The cost and effort to install and test new
               software systems is more extensive than the aforementioned
               Upgrade and therefore these Conversions contain a greater risk
               to the Company.

          The Company has completed Phase 4 on the majority of critical IT
          systems at all properties.  The following chart shows the dates
          when the Company expects to complete Phase 4 on the remaining
          critical IT systems.  The chart also shows for each critical IT
          system at each of its properties whether an Upgrade or Conversion
          is underway or completed.  In addition, the chart identifies those
          IT systems where internal programming was required and the extent
          of such programming requirements.  The more programming required,
          the greater the risk to the Company's Year 2000 readiness.  The
          Company is performing integrated systems testing on critical
          systems to further ensure that Year 2000 compliance has been
          achieved.  This integrated testing is being performed on a risk
          assessment basis, focusing on systems where interfaces with other
          systems is most critical and focusing on those systems where
          internal programming was required.  These testing procedures will
          continue during the balance of 1999.








                                      21

                      AZTAR CORPORATION AND SUBSIDIARIES

              TROPICANA
              ATLANTIC    TROPICANA    RAMADA    CASINO AZTAR   CASINO AZTAR
 SYSTEM        CITY       LAS VEGAS    EXPRESS    EVANSVILLE   CARUTHERSVILLE
---------    ----------   ---------  ----------- ------------  --------------
Casino       Conversion    Upgrade     Upgrade      Upgrade        Upgrade
                 *           **
               Done         Done        Done         Done           Done

Slots         Upgrade      Upgrade    Conversion    Upgrade        Upgrade
                             **           *
               Done         Done        11/99        Done           Done

Hotel        Conversion    Upgrade    Conversion    Upgrade         N/A
                 **
               Done         Done        Done         Done

Financial    Conversion    Upgrade     Upgrade      Upgrade        Upgrade
               Done         Done        Done         Done           Done

Point of
 Sale/        Upgrade      Upgrade    Conversion    Upgrade        Upgrade
Inventory      Done         11/99       Done         Done           Done

   *  Indicates more significant internal programming also required
  **  Indicates minor internal programming also required

          Non-IT Systems

          The Company utilizes embedded technology such as microcontrollers
          or date-sensitive computer chips in its facilities, including fire
          safety and security systems, elevators, heating and cooling
          monitoring systems and surveillance systems ("Non-IT Systems").
          Procedures being utilized in the process of ensuring Year 2000
          readiness in critical Non-IT Systems include: sending letters to
          vendors of critical Non-IT Systems asking for the Year 2000 status
          for each embedded chip or technology; meetings with vendors who
          provide maintenance for these Non-IT Systems to assess Year 2000
          readiness; and testing of such systems using test data wherever
          possible.  The Company has now substantially completed its
          compliance procedures on the Non-IT systems which are considered
          critical.

  Costs

The total cost to the Company of making its systems Year 2000 compliant is
estimated to be approximately $8.0 million.  Approximately $7.6 million of
this amount relates to the acquisition of new computer hardware and software
systems as follows:  new hardware and software at Tropicana Atlantic City
($5.7 million); new software at Ramada Express ($1.2 million) and personal
computer upgrades and other systems company-wide ($0.7 million).  These costs
will be capitalized and depreciated over their expected useful lives.

The estimated costs related to internal programming modifications and the
Company's administration of its Year 2000 project are approximately $0.4


                                      22

                      AZTAR CORPORATION AND SUBSIDIARIES

million, and such costs are being expensed as incurred.  Approximately
$150,000 of these costs were expensed in the nine months ended September 30,
1999 and approximately $0.2 million were expensed in 1998.

As of September 30, 1999, approximately $7.6 million has been spent on Year
2000 issues.  The Year 2000 issue has not caused other Company IT system
projects to be deferred; in fact, it has accelerated the spending on IT
systems overall.

  Risk Assessment

The greatest risk to the Company is if one or more of its properties'
critical IT systems, such as casino, hotel or financial, or Non-IT Systems,
such as cooling or heating, experience problems due to Year 2000 issues which
cause business interruptions or customer service problems.  The Company is
also exposed to the risk of possible failure of systems external to the
Company's operations ("External Risk Factors").  These External Risk Factors
arise from the fact that the Company's operations, like most businesses, are
dependent upon numerous other private, pubic and governmental entities.
While these External Risk Factors are not the responsibility of the Company
and the remediation of these factors is beyond the Company's control, we are
attempting to monitor these risks and form contingency plans as warranted.
As a result of these External Risk Factors, the Company may be adversely
impacted even if its own IT systems and Non-IT Systems are Year 2000
compliant.  External Risk Factors being monitored include utility service to
the Company's properties; banking networks which may affect properties' or
customers' access to cash and travel service disruptions to the Company's
properties.  The Company believes that any Year 2000 problems, should they
arise, would be short-term in nature and not affect the Company's liquidity
or financial condition.  However, because New Year's week is a very busy
period for the Company's properties, Year 2000 problems at a given property
could negatively impact first-quarter 2000 results.

  Contingency Plans

Contingency plans are continually being evaluated, by property, considering
risk levels of non-compliance as the Year 2000 implementation and testing
process continues.  On an on-going basis, each property maintains certain
emergency manual procedures and back-up plans and such plans are being
enhanced to deal with potential Year 2000 problems should they arise.  In
addition, each property is addressing specific Year 2000 contingency planning
to best ensure against business disruptions on or around New Year's week of
next year.

Other Matters

In June 1998, the Financial Accounting Standards Board ("FASB") adopted
Statement of Financial Accounting Standards No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), which
establishes accounting and reporting standards for derivative instruments and
for hedging activities.  It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position and
measure those instruments at fair value.  If certain conditions are met, a



                                      23

                      AZTAR CORPORATION AND SUBSIDIARIES

derivative may be specifically designated as a hedge of certain financial
exposures.  The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and, if it is used in hedging
activities, it depends on its effectiveness as a hedge.  SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after June 15,
2000.  SFAS 133 should not be applied retroactively to financial statements
of prior periods.  The Company will adopt SFAS 133 when required.  Because of
the Company's minimal use of derivatives, the Company does not anticipate
that the adoption of SFAS 133 will have a significant effect on its earnings
or its financial position.

Private Securities Litigation Reform Act

Certain information included in Aztar's 1998 Form 10-K, this Form 10-Q and
other materials filed or to be filed by the Company with the Securities and
Exchange Commission ("SEC")(as well as information included in oral
statements or other written statements made or to be made by the Company
including those made in Aztar's 1998 annual report) contains statements that
are forward-looking.  These include forward-looking statements relating to
the following activities, among others: operation and expansion of existing
properties, including future performance; redevelopment of the Las Vegas
Tropicana and financing and/or concluding an arrangement with a partner for
such redevelopment; other business development activities; refinancing of the
Company's indebtedness; use of derivatives; and the Year 2000 issue.  These
activities involve important factors that could cause actual results to
differ materially from those expressed in any forward-looking statements made
by or on behalf of the Company.  These include, but are not limited to, the
following factors as well as other factors described from time to time in the
Company's reports filed with the SEC: construction and development factors,
including zoning issues, environmental restrictions, soil conditions, weather
and other hazards, site access matters and building permit issues; factors
affecting leverage and debt service, including sensitivity to fluctuation in
interest rates; access to available and feasible financing; regulatory and
licensing approvals; third-party consents, approvals and representations, and
relations with partners, owners, suppliers and other third parties; reliance
on key personnel; business and economic conditions; litigation, judicial
actions and political uncertainties, including gaming legislation and
taxation; and the effects of competition, including locations of competitors
and operating and marketing competition.  Any forward-looking statements are
made pursuant to the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  For a discussion of information that affects information incorporated by
  reference in Item 7A of the Company's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1998, see "Note 3: Long-term Debt" and "Note
  9: Subsequent Events" of the Notes to Consolidated Financial Statements
  included in this Form 10-Q under Item 1.







                                      24

                      AZTAR CORPORATION AND SUBSIDIARIES


                          PART - II OTHER INFORMATION

Item 1. Legal Proceedings

 (a) In connection with Case No. CV-S-94-1126-DAE(RJJ)-BASE FILE (the
     "Poulos/Ahearn Case"), Case No. CV-S-95-00923-LDG(RJJ)(the
     "Schreier Case") and Case No. CV-S-95-936 LDG(RLH)(the "Cruise Ship
     Case"), (collectively, the "Consolidated Cases"), as reported under
     Part I, Item 3 of the Company's Form 10-K for the year ended
     December 31, 1998, the Judge, on June 21 and 22, 1999, as reported
     under Part II, Item 1(a) of the Company's Form 10-Q for the quarter
     ended July 1, 1999, heard argument on the plaintiffs' objection to
     the Magistrate Judge's recommendation that the plaintiff's motion
     to compel further discovery from the defendants should be denied.
     The Judge affirmed the Magistrate's recommendation with one
     exception: the defendants were ordered to produce documents which
     show whether the phrase "uses one 52 card deck" (or similar
     language) appeared on the machines.

Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits                                                       Page No.
                                                                   ----------
      10.1  Amendment No. 3, dated October 26, 1999, to
            Amended and Restated Reducing Revolving Loan
            Agreement, dated as of May 28, 1998, among Aztar
            Corporation and the lenders therein named;
            Bankers Trust Company and Societe Generale, as
            documentation agents; Bank of Scotland, Credit
            Lyonnais Los Angeles Branch and PNC Bank,
            National Association, as co-agents; and Bank of
            America National Trust and Savings Association,
            as administrative agent.                                   *

      10.2  Restated Amendment No. 1, dated October 27, 1999,
            to Term Loan Agreement, dated as of May 28, 1998,
            among Aztar Corporation and the lenders therein
            named; and Bank of America National Trust and
            Savings Association, as administrative agent.              *

      27.   Financial Data Schedule.                                   *

      *     See exhibit index at page E-1 of this report for a
            listing of exhibits filed with this report.

            All other exhibits have been omitted because the
            information is either not required or not applicable.

 (b) Reports on Form 8-K

        The Company did not file any report on Form 8-K during the quarter
        ended September 30, 1999.



                                      25





               AZTAR CORPORATION AND SUBSIDIARIES

                           SIGNATURES


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




                                       AZTAR CORPORATION
                                 ------------------------------
                                         (Registrant)





Date   November 10, 1999         By  ROBERT M. HADDOCK
     --------------------------     ---------------------------
                                    Robert M. Haddock
                                    Executive Vice President and
                                    Chief Financial Officer





























                               26


                AZTAR CORPORATION AND SUBSIDIARIES


Exhibit Index
-------------
10.1  Amendment No. 3, dated October 26, 1999, to Amended and
      Restated Reducing Revolving Loan Agreement, dated as of
      May 28, 1998, among Aztar Corporation and the lenders
      therein named; Bankers Trust Company and Societe
      Generale, as documentation agents; Bank of Scotland,
      Credit Lyonnais Los Angeles Branch and PNC Bank, National
      Association, as co-agents; and Bank of America National
      Trust and Savings Association, as administrative agent.

10.2  Restated Amendment No. 1, dated October 27, 1999, to Term
      Loan Agreement, dated as of May 28, 1998, among Aztar
      Corporation and the lenders therein named; and Bank of
      America National Trust and Savings Association, as
      administrative agent.


27.   Financial Data Schedule.



































                                 E-1