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 March 29, 2001
                               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
(State or other jurisdiction of
 incorporation or organization)                                                                                                                                                                                                                                                                                           |  | 86-0636534
       (I.R.S. Employer 
        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 April 26, 2001, the registrant had outstanding 37,654,806 shares of its common stock, $.01 par value.                                                                                                                                                                                                                                                          



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AZTAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX

|         |                                                                                                          |          
|-------- | -------------------------------------------------------------------------------------------------------- | ---------
|PART I.  | FINANCIAL INFORMATION                                                                                    | PAGE
----
|Item 1.  | Financial Statements                                                                                     |          
|         | Consolidated Balance Sheets at March 29, 2001 and December
28, 2000                                      | 3        
|         | Consolidated Statements of Operations for the quarters ended March 29, 2001 and March 30, 2000           | 5        
|         | Consolidated Statements of Cash Flows for the quarters ended March 29, 2001 and March 30, 2000           | 6        
|         | Consolidated Statements of Shareholders' Equity for the quarters ended March 29, 2001 and March 30, 2000 | 8        
|         | Notes to Consolidated Financial Statements                                                               | 9        
|Item 2.  | Management's Discussion and Analysis of Financial
Condition and Results of Operations                    | 13       
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk                                               | 15       
|PART II. | OTHER INFORMATION                                                                                        |          
|Item 6.  | Exhibits and Reports on Form 8-K                                                                         | 15       

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AZTAR CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share data)

|Assets
Current assets:
  Cash and cash equivalents
  Accounts receivable, net
  Inventories
  Prepaid expenses
  Deferred income taxes, net
    Total current assets
Investments in and advances to unconsolidated
  partnership
Other investments
Property and equipment:
  Buildings, riverboats and equipment, net
  Land
  Construction in progress
  Leased under capital leases, net
Deferred charges and other assets | March 29, 2001
$   42,933  
23,441  
7,945  
9,509  18,938  
102,766  
6,866  
22,059  
720,339  
104,957  
13,853  1,041  840,190  33,616  
$1,005,497  
========== | December 28,2000
$   48,080  
21,769  
8,446  
9,987  18,938  
107,220  
7,007  
21,523  
727,164  
104,957  
6,090  1,390  
839,601  36,345  
$1,011,696  
==========
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

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AZTAR CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (unaudited)(continued)
 (in thousands, except share data)



|Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable and accruals
  Accrued payroll and employee benefits
  Accrued interest payable
  Income taxes payable
  Current portion of long-term debt
  Current portion of other long-term liabilities
    Total current liabilities
Long-term debt
Other long-term liabilities
Deferred income taxes
Contingencies and commitments
Series B ESOP convertible preferred stock
   (redemption value $10,304 and $11,905)
Shareholders' equity:
  Common stock, $.01 par value (37,757,706 and
    38,696,672 shares outstanding)
  Paid-in capital
  Retained earnings
  Less: Treasury stock
    Total shareholders' equity | March 29, 2001
$   54,405  
24,515  
10,578  
413  
1,354  1,406  
92,671  
454,762  
20,290  
7,982  
6,400  
515  
428,832  
127,457  (133,412) 423,392  
$1,005,497  
========== | December 28,2000
$   53,356  
27,377  
5,470  
4,764  
1,608  1,544  
 
94,119  
463,011  
20,307  
5,153  
6,400  
515  
428,537  
116,194  (122,540) 422,706  
$1,011,696  
==========
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)For the periods ended March 29, 2001 and March 30, 2000
 (in thousands, except per share data)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | First Quarter                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues
  Casino
  Rooms
  Food and beverage
  Other
Costs and expenses
  Casino
  Rooms
  Food and beverage
  Other
  Marketing
  General and administrative
  Utilities
  Repairs and maintenance
  Provision for doubtful accounts
  Property taxes and insurance
  Rent
  Depreciation and amortization
Operating income
  Interest income
  Interest expense
Income before other items and income taxes
  Equity in unconsolidated partnership's loss
Income before income taxes
  Income taxes
Net income
Net income per common share
Net income per common share assuming dilution
Weighted-average common shares applicable to:
  Net income per common share
  Net income per common share assuming dilution |  | 2001 
 
$166,297 
18,256 
14,467 9,324 
208,344 
72,979 
9,351 
14,142 
8,150 
19,949 
19,344 
4,478 
6,173 
874 
6,239 
4,907 12,996 179,582 
 
28,762 
388 (10,078)
 
19,072 (1,018)
18,054 (6,663)
 
$ 11,391 
======== 
$    .29 
$    .28 
38,212 
39,592

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

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AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)For the periods ended March 29, 2001 and March 30, 2000(in thousands)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | First Quarter                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
    Depreciation and amortization
    Provision for losses on accounts receivable
    Loss on reinvestment obligation
    Rent expense
    Distribution in excess of equity in income
      of partnership
    Deferred income taxes
    Change in assets and liabilities:
      (Increase) decrease in accounts receivable
      (Increase) decrease in refundable income taxes
      (Increase) decrease in inventories and 
        prepaid expenses
      Increase (decrease) in accounts payable,
        accrued expenses and income taxes payable
      Other items, net
  Net cash provided by (used in) operating activities
Cash Flows from Investing Activities
Reduction in other investments
Purchases of property and equipment
Additions to other long-term assets
  Net cash provided by (used in) investing activities
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt
Proceeds from issuance of common stock
Principal payments on long-term debt
Principal payments on other long-term liabilities
Repurchase of common stock
Preferred stock dividend
Redemption of preferred stock
  Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
    Cash and cash equivalents at end of period | 2001 
$ 11,391 
13,295 
874 
288 
(270)
141 
2,829 
(2,546)
-- 
979 
(873)96 26,204 
401 
(10,980)(1,353)(11,932)
59,400 
240 
(67,918)
(13)
(10,872)
(256)-- (19,419)
(5,147)48,080 
$ 42,933 
========

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

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AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)For the periods ended March 29, 2001 and March 30, 2000
(in thousands)



|                                                                                                                                                                                                                                                                                                                                                                                                              | First Quarter                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|Supplemental Cash Flow Disclosures
Summary of non-cash investing and financing activities:
  Exchange of common stock in lieu of cash payments in 
    connection with the exercise of stock options
  Other long-term liabilities reduced for deferred charges
    and other assets
Cash flow during the period for the following:
  Interest paid, net of amount capitalized
  Income taxes paid (refunded) | 2001 
$    -- 
50 
$ 4,671 
8,130

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

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AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)For the periods ended March 29,2001 and March 30, 2000
 (in thousands, except number of shares)



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | First Quarter                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|Common stock:
  Beginning balance
  Stock options exercised for 33,334 and 187,220 shares
    Ending balance
Paid-in capital:
  Beginning balance
  Stock options exercised
  Tax benefit from stock options exercised
    Ending balance
Retained earnings:
  Beginning balance
  Preferred stock dividend and losses on redemption
  Net income
    Ending balance
Treasury stock:
  Beginning balance
  Repurchase of 972,300 and 1,242,500 shares of common
    stock at cost
  Repurchase of 90,879 shares of common stock, at cost, in
    connection with stock options exercised in 2000
    Ending balance | 2001 
$    515 -- 515 
428,537 
240 55 428,832 
116,194 
(128)11,391 127,457 
(122,540)
(10,872)-- (133,412)
$423,392 
========

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

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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.  Other revenue
consists of revenue from many various sources such as entertainment, retail outlets including gift shops, telephone, commissions and surcharges, hotel services and admissions to our riverboats.  These revenues are recognized as earned which generally
coincides with payment in cash or by credit card.  The interest that was capitalized during the first quarter ended 2001 was $211,000.  There was no interest capitalized during the first quarter ended 2000.  Capitalized costs related to various
development projects, included in deferred charges and other assets, were $5,673,000 and $7,358,000 at March 29, 2001 and December 28, 2000, 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 28, 2000.

Note 2: Investments in and Advances to Unconsolidated Partnership
Following are summarized operating results for the Company¢
s unconsolidated partnership, accounted for using the equity method for the periods ended March 29, 2001 and March 30, 2000 (in thousands):

|                                                                             |  | First Quarter
|---------------------------------------------------------------------------- |  | -------------
|Revenues
Operating expenses
Operating income
Interest expense
    Net income |  |              

The Company's share of the above operating results, after intercompany eliminations, is as follows (in thousands):

|                                            | First Quarter  
|------------------------------------------- | ---------------
|Equity in unconsolidated partnership's loss | 2001 
$ (1,018)

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

Note 3:  Long-term Debt
Long-term debt consists of the following (in thousands):

|8 7/8% Senior Subordinated Notes Due 2007
Revolving credit facility ("Revolver");
    floating rate, 7.33% at March 29,
    2001; matures June 30, 2003
Term loan ("Term Loan"); floating rate,
    9.14% at March 29, 2001; matures
    June 30, 2005
Other notes payable; 14.6%; maturities
    to 2002
Obligations under capital leases
Less current portion | March 29,  2001
$235,000   
170,000   
49,250   
437   1,429   
456,116   (1,354)  
$454,762   
======== | December 28,2000
$235,000  
178,000  
49,375  
422  1,822  
464,619  (1,608) 
$463,011  
========
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------

Note 4:  Other Long-term Liabilities
Other long-term liabilities consist of the following (in thousands):

|Deferred compensation and retirement plans
Accrued rent expense
Obligation to City of Evansville and other
    civic and community organizations
Las Vegas Boulevard beautification
    assessment
Less current portion | March 29,  2001
$ 12,910   
8,398   
--   388   
21,696   (1,406)  
$ 20,290   
======== | December 28,2000
$ 12,732  
8,668  
50  401  
21,851  (1,544) 
$ 20,307  
========
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------

Note 5:  Income Taxes
The Internal Revenue Service is currently examining the income tax returns for the years 1992 through 1999.  The New Jersey Division of Taxation is examining the New Jersey income tax returns for the years 1995 through 1998.  Management believes that
adequate provision for income taxes and interest has been made in the financial statements.
The Company has received proposed assessments from the Indiana Department of Revenue ("IDR") in connection with the examination of the Company's Indiana income tax returns for the years 1996 and 1997.  Those assessments are based on IDR's position that
the Company's gaming taxes that are based on gaming revenue are not deductible for Indiana income tax purposes.  The Company believes that it has meritorious legal defense to those assessments and has not recorded an accrual for payment.  The amount
involved, including the Company's estimate of interest, net of a federal income tax benefit assuming continuation through March 29, 2001, was approximately $6,700,000 at March 29, 2001.

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

Note 6:  Earnings Per Share
Net income per common share excludes dilution and is computed by dividing income applicable to common shareholders by the weighted-average number of common shares outstanding.  Net income 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.  
The computations of net income per common share and net income per common share, assuming dilution, for the periods ended March 29, 2001 and March 30, 2000, are as follows (in thousands, except per share data):

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | First Quarter
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------
|Net income 
Less: preferred stock dividends
  and losses on redemption 
Net income applicable to computations
Weighted-average common shares
  applicable to net income per
  common share
Effect of dilutive securities:
  Stock option incremental shares
  Assumed conversion of preferred stock
Weighted-average common shares
  applicable to net income per
  common share assuming dilution
  Net income per common share
  Net income per common share
    assuming dilution |  |              

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

Note 7:  Contingencies and Commitments
The Company agreed to indemnify Ramada Inc. ("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's accrued liability was $3,833,000 at both March 29, 2001 and December 28, 2000. 
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 legal posture can be successfully defended without material adverse effect on its consolidated financial position, results of operations or cash flows.
The Tropicana Las Vegas lease agreement contains a provision that requires the Company to maintain an additional security deposit with the lessor of $21,391,000 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 salary levels and stock options at March 29, 2001, the aggregate commitment under the severance agreements should all these executives be terminated was approximately
$22,000,000 at March 29, 2001.

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AZTAR CORPORATION AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis
Financial Condition
During the first quarter of 2001, we repurchased 972,300 shares of common stock at prices ranging from $9.00 per share to $13.33 per share and at an average price of $11.14 per share, under a program authorized by our Board of Directors.  Purchases under
our stock repurchase program are made from time to time in the open market or privately negotiated transactions, depending upon market prices and other business factors. 
Results of Operations
Quarter Ended March 29, 2001 Compared to Quarter Ended March 30, 2000
Our consolidated revenues in the 2001 first quarter were $208.3 million, down slightly from $211.5 million in the 2000 first quarter. Bad weather conditions during our fiscal 2001 quarter contributed to the decline in our consolidated revenues.
Consolidated rooms revenue was 8% higher in the 2001 versus 2000 first quarter, reflecting increases at all hotel properties.  Consolidated other revenue consists of entertainment, retail and other revenue and was $9.3 million in the 2001 first quarter
compared with $9.6 million in the 2000 first quarter.  The related direct costs were $8.2 million in both periods.  Consolidated operating income in the 2001 first quarter was $28.8 million compared with $28.4 million in the 2000 first quarter.
Consolidated marketing costs were $3.1 million lower in the 2001 versus 2000 first quarter primarily due to reduced spending in promotional giveaways and business promotions at Tropicana Atlantic City.  Consolidated utilities expense was $1.2 million or
35% higher in the 2001 versus 2000 first quarter primarily due to rising energy prices affecting all properties. The provision for doubtful accounts was $0.7 million lower in the 2001 versus 2000 first quarter primarily due to a more favorable aging of
net accounts receivable at the Las Vegas Tropicana.  Our net delinquent accounts receivable exposure at the Las Vegas Tropicana has been minimal since the end of the first quarter 2000.  When we provide for doubtful accounts receivable, we look at the
amount of credit issued, the balance of our net receivable, an aging of that net receivable and consideration of any additional risk factors such as international versus domestic.  The analysis we perform in evaluating our net receivable balance consists
of separating receivables into those that are routine and small in balance where we provide an allowance based on aging and those that are larger in balance or nonroutine in nature where we provide an allowance that subjectively considers their
characteristics in addition to aging, such as credit and payment history of the customer, financial condition of the customer, collection strategies that can be used, collateral that can be obtained and whether it is international or domestic.
TROPICANA ATLANTIC CITY  Total revenues at Tropicana Atlantic City were $106.6 million in the 2001 first quarter, down 4% from $111.0 million in last year's first quarter.  Harsh winter weather contributed to the decline in Tropicana Atlantic City's
revenues for the 2001 first quarter, particularly a major storm over New Year's Eve weekend which fell in our fiscal first quarter.  Casino revenue was 5% lower in the 2001 versus 2000 first quarter, primarily reflecting a 12% decrease in games revenue
combined with a 2% decrease in slots revenue.  The decline in games revenue was a result of decreases in the hold percentage and the volume of play.  Rooms revenue was $0.7 million or 20% higher in the 2001 versus 2000 first quarter as a result of an
increase in rooms occupied on a non-complimentary basis combined with an increase in the average daily rate.  
Tropicana Atlantic City had operating income of $16.1 million in the 2001 first quarter, an 8% decrease from $17.5 million in the 2000 first quarter.  Rooms costs were 20% higher in the 2001 versus 2000 first quarter due to the increase in rooms revenue.
 Marketing costs were 13% lower in the 2001 versus 2000 first quarter primarily due to reduced spending in promotional giveaways and business promotions. Operating income is after rent and depreciation and amortization expenses.  Rent expense was $0.7
million in the 2001 first quarter compared to $0.5 million in the 2000 first quarter.  Depreciation and amortization was $6.6 million in both periods.

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AZTAR CORPORATION AND SUBSIDIARIES

TROPICANA LAS VEGAS  At Tropicana Las Vegas, total revenues were $41.0 million in the 2001 first quarter, an 8% increase from $38.1 million in the 2000 first quarter. Casino revenue was 11% higher in the 2001 versus 2000 first quarter, primarily due to a
20% increase in games revenue combined with an 8% increase in slot revenue.  Games revenue increased as a result of a higher hold percentage.
Tropicana Las Vegas had operating income of $3.2 million in the 2001 first quarter, a 191% improvement over $1.1 million in the 2000 first quarter.  Casino costs were 7% higher in the 2001 versus 2000 first quarter, primarily due to the increase in
casino revenue. Utilities expense was 55% higher in the 2001 versus 2000 first quarter primarily due to rising energy prices.  Operating income is after rent and depreciation and amortization expenses.  Rent expense was $2.4 million in the 2001 first
quarter compared to $2.5 million in the 2000 first quarter. Depreciation and amortization was $2.0 million in the first quarter of 2001 compared to $2.4 million in the first quarter of 2000.
RAMADA EXPRESS  At Ramada Express, total revenues were $26.7 million in the 2001 first quarter, down 4% from $27.7 million in the 2000 first quarter.  Utilities expense was 60% higher in the 2001 versus 2000 first quarter primarily due to rising energy
prices.  Operating income was $6.6 million in the 2001 first quarter compared to $6.7 million in the 2000 first quarter. Operating income is after rent and depreciation and amortization expenses.  Rent expense was $0.1 million in the first quarter of 2001
compared to $0.2 million in the first quarter of 2000.  Depreciation and amortization was $1.5 million in the 2001 first quarter compared to $1.3 million in the 2000 first quarter.
CASINO AZTAR EVANSVILLE  Total revenues at Casino Aztar Evansville were $27.3 million in the first quarter of 2001, down 3% from $28.1 million in the first quarter of 2000.  Operating income was $5.7 million in the 2001 first quarter compared to $6.0
million in the 2000 first quarter. Operating income is after rent and depreciation and amortization expenses.  Rent expense was $1.6 million in the first quarter of 2001 compared to $0.8 million in the first quarter of 2000.  Depreciation and amortization
was $2.2 million in the 2001 first quarter compared to $2.5 million in the 2000 first quarter.
CASINO AZTAR CARUTHERSVILLE   Total revenues at Casino Aztar Caruthersville were $6.7 million in the 2001 first quarter compared to $6.6 million in the 2000 first quarter.  Casino Aztar Caruthersville had operating income of $0.6 million in the first
quarter of 2001, an improvement over $0.2 million in the first quarter of 2000.  Operating income is after depreciation and amortization of $0.7 million in the 2001 first quarter compared to $0.9 million in the 2000 first quarter.

Private Securities Litigation Reform Act
Certain information included in Aztar's 2000 Form 10-K, this Form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to
be made by us including those made in Aztar's 2000 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; uses of free cash flow; stock repurchases; debt repayments;
and use of derivatives.  These forward-looking statements generally can be identified by phrases such as we "believe," "expect," "anticipate," "foresee," "forecast," "estimate," "target," or other words or phrases of similar import.  Similarly, statements
that describe our business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Such forward-looking information involves important risks and uncertainties that could significantly affect results in the future
and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, the

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AZTAR CORPORATION AND SUBSIDIARIES

following factors as well as other factors described from time to time in Aztar'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 matters; third-party consents, approvals
and representations, and relations with partners, owners, suppliers and other third parties; reliance on key personnel; business and economic conditions; the cyclical nature of the hotel business and the gaming business; the effects of weather; market
prices of our common stock; 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
As of March 29, 2001, there were no material changes to the information incorporated by reference in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2000.



Item 6. Exhibits and Reports on Form 8-K

|(a) Exhibits            |                                                                                          | 
|----------------------- | ---------------------------------------------------------------------------------------- | 
|                        |                                                                                          | 
|                        | None.                                                                                   
|(b) Reports on Form 8-K |                                                                                          | 
|                        | The Company did not file any report on Form 8-K during the quarter ended March 29, 2001.

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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.



|Date May 11, 2001 | AZTAR CORPORATION
          (Registrant)          
By ROBERT M. HADDOCK
    Robert M. Haddock
    Executive Vice President and
    Chief Financial Officer
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

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