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 April 1, 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 April 29, 1999, the registrant had outstanding 45,397,619 shares of
its common stock, $.01 par value.

<PAGE>





                   AZTAR CORPORATION AND SUBSIDIARIES
                                FORM 10-Q

                                  INDEX








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

            Consolidated Balance Sheets at April 1, 1999 and
            December 31, 1998                                         3

            Consolidated Statements of Operations for the quarters  
            ended April 1, 1999 and April 2, 1998                     5

            Consolidated Statements of Cash Flows for the quarters
            ended April 1, 1999 and April 2, 1998                     6

            Consolidated Statements of Shareholders' Equity for 
            the quarters ended April 1, 1999 and April 2, 1998        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                                              20

PART II.  OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K                         20














                                      2
<PAGE>
<TABLE>
                    AZTAR CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS (unaudited)
                  ---------------------------------------
                     (in thousands, except share data)
<CAPTION>
                                               April 1,        December 31,
                                                 1999             1998
                                              ----------       ----------
<S>                                           <C>              <C> 
Assets
Current assets:
  Cash and cash equivalents                   $   40,606       $   58,600
  Accounts receivable, net                        28,097           31,496
  Inventories                                      6,718            6,496
  Prepaid expenses                                10,585            9,234
  Deferred income taxes, net                      15,957           15,957
                                              ----------       ----------
    Total current assets                         101,963          121,783

Investments in and advances to 
  unconsolidated partnership                       8,222            8,437
Other investments                                 21,762           21,005

Property and equipment:
  Buildings, riverboats and equipment, net       770,287          778,420
  Land                                            99,035           99,035
  Construction in progress                         4,530            2,153
  Leased under capital leases, net                 6,890            7,782
                                              ----------       ----------
                                                 880,742          887,390

Deferred charges and other assets                 40,122           39,087
                                              ----------       ----------

                                              $1,052,811       $1,077,702
                                              ==========       ==========
</TABLE>


















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


                                     3
<PAGE>
<TABLE>
                    AZTAR CORPORATION AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS (unaudited) (continued)
                  ---------------------------------------
                     (in thousands, except share data)
<CAPTION>
                                             April 1,        December 31,
                                               1999             1998   
                                            ----------       ----------
<S>                                         <C>              <C> 
Liabilities and Shareholders' Equity
Current liabilities:              
  Accounts payable and accruals             $   49,221       $   52,935
  Accrued payroll and employee benefits         23,666           26,208
  Accrued interest payable                         877           12,608
  Income taxes payable                           2,248            3,185
  Current portion of long-term debt              2,505            2,537
  Current portion of other long-term 
    liabilities                                  2,918            2,921
                                            ----------       ----------
    Total current liabilities                   81,435          100,394

Long-term debt                                 478,831          487,543
Other long-term liabilities                     22,480           22,882
Deferred income taxes                            6,014            5,635
Contingencies and commitments
Series B ESOP convertible preferred stock
  (redemption value $7,252 and $7,147)           7,252            7,147

Shareholders' equity:
  Common stock, $.01 par value (45,342,745 
    and 45,337,834 shares outstanding)             492              492
  Paid-in capital                              412,528          412,528
  Retained earnings                             60,905           58,207
  Less: Treasury stock                         (17,126)         (17,126)
                                            ----------       ----------
    Total shareholders' equity                 456,799          454,101
                                            ----------       ----------

                                            $1,052,811       $1,077,702 
                                            ==========       ==========
</TABLE>













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


                                     4
<PAGE>
<TABLE>
                       AZTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
              For the periods ended April 1, 1999 and April 2, 1998
         ---------------------------------------------------------------
                      (in thousands, except per share data)
<CAPTION>
                                                              First Quarter   
                                                           ------------------ 
                                                             1999      1998   
                                                           --------  --------
<S>                                                        <C>       <C>
Revenues                                                    
  Casino                                                   $154,185  $164,291 
  Rooms                                                      15,565    12,052 
  Food and beverage                                          13,239    13,047 
  Other                                                       7,555     7,435 
                                                           --------  -------- 
                                                            190,544   196,825 
Costs and expenses
  Casino                                                     70,038    76,192 
  Rooms                                                       8,229     7,140 
  Food and beverage                                          13,607    13,089 
  Other                                                       7,171     6,399 
  Marketing                                                  19,616    21,211 
  General and administrative                                 17,959    19,521 
  Utilities                                                   3,069     2,883 
  Repairs and maintenance                                     6,212     5,985 
  Provision for doubtful accounts                             1,824     2,992 
  Property taxes and insurance                                5,909     6,064 
  Rent                                                        3,996     5,439 
  Depreciation and amortization                              13,244    13,044 
                                                           --------  -------- 
                                                            170,874   179,959 
                                                           --------  -------- 
Operating income                                             19,670    16,866 

  Interest income                                               417       416 
  Interest expense                                          (14,285)  (15,136)
                                                           --------  -------- 
Income before other items and income taxes                    5,802     2,146 

  Equity in unconsolidated partnership's loss                (1,008)   (1,125)
                                                           --------  -------- 
Income before income taxes                                    4,794     1,021 

  Income taxes                                               (1,942)     (403)
                                                           --------  -------- 
Net income                                                 $  2,852  $    618 
                                                           ========  ======== 

Net income per common share                                $    .06  $    .01 

Net income per common share assuming dilution              $    .06  $    .01 

Weighted-average common shares applicable to:
  Net income per common share                                45,340    45,202 
  Net income per common share assuming dilution              46,467    46,942 
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
<TABLE>
                       AZTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
              For the periods ended April 1, 1999 and April 2, 1998
         ---------------------------------------------------------------
                                 (in thousands)
<CAPTION>
                                                           First Quarter  
                                                       ---------------------
                                                          1999       1998   
                                                       ---------   ---------
<S>                                                    <C>         <C>
Cash Flows from Operating Activities
Net income                                             $   2,852   $     618 
Adjustments to reconcile net income 
  to net cash provided by operating activities: 
   Depreciation and amortization                          13,698      13,732 
   Provision for losses on accounts receivable             1,824       2,992 
   Loss on reinvestment obligation                            19         219 
   Rent expense                                             (246)       (247)
   Distribution in excess of equity in income 
     of partnership                                          215         231 
   Deferred income taxes                                     379          89 
   Change in assets and liabilities:
     (Increase) decrease in accounts receivable            1,940       4,386 
     (Increase) decrease in inventories and 
       prepaid expenses                                   (1,613)        782 
     Increase (decrease) in accounts payable,
       accrued expenses and income taxes payable         (19,333)    (17,102)
     Other items, net                                         86       1,017 
                                                       ---------   --------- 
  Net cash provided by (used in) operating activities       (179)      6,717 
                                                       ---------   --------- 
Cash Flows from Investing Activities
Payments received on notes receivable                        823         722 
Purchases of property and equipment                       (5,812)     (3,862)
Additions to other long-term assets                       (3,191)     (3,090)
                                                       ---------   --------- 
  Net cash provided by (used in) investing activities     (8,180)     (6,230)
                                                       ---------   --------- 
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt                  58,700      84,700 
Proceeds from issuance of common stock                        --          20 
Principal payments on long-term debt                     (67,422)    (99,029)
Principal payments on other long-term liabilities           (325)       (325)
Debt issuance costs                                         (125)         -- 
Preferred stock dividend                                    (312)       (329)
Redemption of preferred stock                               (151)       (121)
                                                       ---------   --------- 
  Net cash provided by (used in) financing activities     (9,635)    (15,084)
                                                       ---------   --------- 
Net increase (decrease) in cash and cash equivalents     (17,994)    (14,597)
Cash and cash equivalents at beginning of period          58,600      46,129 
                                                       ---------   --------- 
    Cash and cash equivalents at end of period         $  40,606   $  31,532 
                                                       =========   ========= 
</TABLE>

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

                                        6
<PAGE>
<TABLE>
                      AZTAR CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)
             For the periods ended April 1, 1999 and April 2, 1998
        ---------------------------------------------------------------
                                (in thousands)
<CAPTION>
                                                              First Quarter   
                                                          -------------------
                                                            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   $  2,322 
 Tax benefit from stock options and preferred stock
   dividend                                                      7         18 

Cash flow during the period for the following:
 Interest paid, net of amount capitalized                $  25,523   $ 27,307 
 Income taxes paid (refunded)                                2,493         -- 


</TABLE>































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

                                       7
<PAGE>
<TABLE>
                      AZTAR CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
             For the periods ended April 1, 1999 and April 2, 1998
        ---------------------------------------------------------------
                    (in thousands, except number of shares)
<CAPTION>
                                                          First Quarter       
                                                      -------------------- 
                                                        1999        1998   
                                                      --------    -------- 
<S>                                                   <C>         <C>  
Common stock:
 Beginning and ending balance                         $    492    $    491 
                                                      --------    -------- 

Paid-in capital:
 Beginning balance                                     412,528     412,029 
 Stock options exercised for 3,405 shares in 1998           --          20 
 Tax benefit from stock options exercised                   --           4 
                                                      --------    -------- 
   Ending balance                                      412,528     412,053 
                                                      --------    -------- 
Retained earnings:
 Beginning balance                                      58,207      48,654 
 Preferred stock dividend and losses on redemption, 
   net of income tax benefit of $7 and $14                (154)       (154)
 Net income                                              2,852         618 
                                                      --------    -------- 
   Ending balance                                       60,905      49,118 
                                                      --------    -------- 
Treasury stock:
 Beginning and ending balance                          (17,126)    (17,126)
                                                      --------    -------- 

Unearned compensation:
 Beginning balance                                          --         (10)
 Amortization                                               --           9 
                                                      --------    -------- 
   Ending balance                                           --          (1)
                                                      --------    -------- 

                                                      $456,799    $444,535 
                                                      ========    ======== 

</TABLE>











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

                                       8
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1:  General
----------------
The consolidated financial statements reflect all adjustments, such adjust-
ments 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 ended 1999
or 1998.  Capitalized costs related to various development projects, included
in deferred charges and other assets, were $4,663,000 and $2,630,000 at April
1, 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.

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 
April 1, 1999 and April 2, 1998 (in thousands):
<CAPTION>
                                                       First Quarter
                                                   -------------------
                                                     1999       1998
                                                   --------   --------
   <S>                                             <C>        <C>
   Revenues                                        $  4,257   $  4,122
   Operating expenses                                  (684)      (684)
                                                   --------   --------
   Operating income                                   3,573      3,438
   Interest expense                                  (1,037)    (1,292)
                                                   --------   --------
     Net income                                    $  2,536   $  2,146
                                                   ========   ========
</TABLE>
<TABLE>
The Company's share of the above operating results, after intercompany
eliminations, is as follows (in thousands):
<CAPTION>
                                                      First Quarter
                                                   -------------------
                                                     1999       1998
                                                   --------   --------
<S>                                                <C>        <C>
Equity in unconsolidated
    partnership's loss                             $ (1,008)  $ (1,125)

</TABLE>





                                       9
<PAGE>
                      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>
                                                   April 1,    December 31,
                                                     1999         1998
                                                  ----------   ----------
    <S>                                            <C>          <C>
    11% Senior Subordinated Notes Due 2002 
       ("11% Notes")                               $200,000     $200,000
    13 3/4% Senior Subordinated Notes Due 2004
       ("13 3/4% Notes")                            178,293      178,243
    Reducing revolving credit note ("Revolver");
       floating rate, 6.76% at April 1, 1999; 
       matures June 30, 2003                         45,000       53,100
    Term loan ("Term Loan"); floating rate, 7.62% 
       at April 1, 1999; matures June 30, 2005       50,000       50,000
    Other notes payable; 7% to 14.6%; maturities
       to 2002                                          847          868
    Obligations under capital leases                  7,196        7,869 
                                                   --------     --------
                                                    481,336      490,080
    Less current portion                             (2,505)      (2,537)
                                                   --------     --------
                                                   $478,831     $487,543
                                                   ========     ========
</TABLE>
Note 4:  Other Long-term Liabilities 
-------------------------------------
<TABLE>
Other long-term liabilities consist of the following (in thousands):
<CAPTION>
                                                   April 1,    December 31,
                                                     1999         1998  
                                                  ----------   ----------
    <S>                                           <C>          <C>
    Deferred compensation and retirement plans    $ 12,037     $ 11,871
    Accrued rent expense                            10,181       10,427
    Obligation to City of Evansville and
      other civic and community organizations        2,738        3,050 
    Las Vegas Boulevard beautification assessment      442          455
                                                  --------     --------
                                                    25,398       25,803
    Less current portion                            (2,918)      (2,921)
                                                  --------     --------
                                                  $ 22,480     $ 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.


                                      10
<PAGE>
                      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.  
<TABLE>
The computations of net income per common share and net income per common
share, assuming dilution, for the periods ended April 1, 1999 and April 2,
1998, are as follows:
<CAPTION>
                                                          First Quarter
                                                        ------------------
                                                          1999      1998
                                                        --------  --------
<S>                                                     <C>       <C>  
Net income                                              $  2,852  $    618 

Less: preferred stock dividends and losses on 
  redemption (net of income tax benefits of $7 
  and $14, credited to retained earnings)                   (154)     (154)
                                                        --------  -------- 
Net income applicable to computations                   $  2,698  $    464 
                                                        ========  ======== 
Weighted-average common shares applicable to net 
  income per common share                                 45,340    45,202 

Effect of dilutive securities:
  Stock option incremental shares                            299       861 
  Assumed conversion of preferred stock                      828       879 
                                                        --------  -------- 
                                                           1,127     1,740 
                                                        --------  -------- 
Weighted-average common shares applicable to net 
  income per common share assuming dilution               46,467    46,942 
                                                        ========  ======== 

Net income per common share                             $    .06  $    .01 
                                                        ========  ======== 
Net income per common share assuming dilution           $    .06  $    .01 
                                                        ========  ======== 
</TABLE>
Note 7:  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 

                                      11
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 7:  Contingencies and Commitments (continued)
--------------------------------------------------
lease guarantees made by Ramada relating to the restaurant business.  In
connection with these matters, the Company has an accrued liability of
$3,892,000 and $3,894,000 at April 1, 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
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 
$11,000,000 at April 1, 1999.

Note 8:  Subsequent Events
--------------------------
On April 7, 1999, the Company redeemed $75,000,000 principal amount of the
11% Notes at 101.571% of the face amount plus accrued interest.  The
redemption was paid with proceeds from borrowings under the Revolver.

On May 3, 1999, the Company issued $235,000,000 principal amount of 8 7/8%
Senior Subordinated Notes due May 15, 2007 ("Notes").  Interest is payable on
May 15 and November 15, beginning on November 15, 1999.  The net proceeds
from the issuance of the Notes, after payment of the fees and expenses of the
issuance, were approximately $228,700,000.  A portion of the net proceeds of
the Notes will be used to redeem the remaining $125,000,000 principal amount
of the 11% Notes at 101.571% of the face amount plus accrued interest.  The
balance of the net proceeds of the Notes will be used to repay a portion of
the outstanding borrowings under the Revolver.  

In connection with the redemptions of the 11% Notes, the Company expects to
expense the redemption premiums and the remaining unamortized deferred
financing charges associated with the 11% Notes in the 1999 second 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 $4,100,000.

                                      12
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis

Financial Condition

On April 7, 1999, the Company redeemed $75 million principal amount of the
11% Notes at 101.571% of the face amount plus accrued interest.  The
redemption was paid with proceeds from borrowings under the Revolver.

On May 3, 1999, the Company issued $235 million principal amount of 8 7/8%
Senior Subordinated Notes due May 15, 2007 ("Notes").  Interest is payable on
May 15 and November 15, beginning on November 15, 1999.  The net proceeds
from the issuance of the Notes, after payment of the fees and expenses of the
issuance, were approximately $228.7 million.  A portion of the net proceeds
of the Notes will be used to redeem the remaining $125 million principal
amount of the 11% Notes at 101.571% of the face amount plus accrued interest. 
The balance of the net proceeds of the Notes will be used to repay a portion
of the outstanding borrowings under the Revolver.  

In connection with the redemptions of the 11% Notes, the Company expects to
expense the redemption premiums and the remaining unamortized deferred
financing charges associated with the 11% Notes in the 1999 second 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 $4.1 million.

Results of Operations

Quarter Ended April 1, 1999 Compared to Quarter Ended April 2, 1998

The Company's consolidated revenues in the 1999 first quarter were $190.5
million compared to $196.8 million in the 1998 first quarter.  Consolidated
casino revenue was $10.1 million or 6% lower in the 1999 versus 1998 first
quarter, reflecting decreases at all properties except for Ramada Express,
which had an increase.  The declines in casino revenue at Tropicana Atlantic
City and the Company's riverboat properties were due in part to bad winter
weather.  Consolidated rooms revenue was $3.5 million or 29% higher in the
1999 versus 1998 first quarter, primarily reflecting increases at the
Company's properties in Nevada.  Consolidated operating income was $19.7
million in the 1999 first quarter, a 17% improvement over $16.9 million in
the 1998 first quarter.  Consolidated rent expense was $1.4 million or 27%
lower in the 1999 versus 1998 first quarter 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.  The consolidated provision
for doubtful accounts was $1.2 million or 39% lower in the 1999 versus 1998
first quarter, 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 $0.9 million or 6% lower in the 1999 versus
1998 first quarter primarily as a result of lower levels of debt outstanding.

For a discussion of income taxes, refer to "Note 5: Income Taxes".




                                      13
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

TROPICANA ATLANTIC CITY  Total revenues at Tropicana Atlantic City were $97.3
million in the 1999 first quarter, down 3% from $100.1 million in the 1998
first quarter.  Casino revenue was 3% lower in the 1999 versus 1998 first
quarter, primarily reflecting an 11% decrease in games revenue, partially
offset by a 2% increase in slot revenue.  The decline in games revenue was a
result of a decrease in the volume of play due in large part to bad winter
weather in January.

Tropicana Atlantic City had operating income of $14.7 million in the 1999
first quarter, a 6% improvement over $13.9 million in the 1998 first quarter. 
Casino costs were 2% lower in the 1999 versus 1998 first quarter due to the
decrease in casino revenue.  The provision for doubtful accounts was $0.7
million lower in the 1999 versus 1998 first 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 decreased to
$0.5 million in the 1999 first quarter from $1.9 million in the 1998 first
quarter 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 $6.3 million in the first quarter of 1999 compared to $5.5
million in the first quarter of last year.

TROPICANA LAS VEGAS  At Tropicana Las Vegas, total revenues were $35.8
million in the 1999 first quarter, a 5% decrease from $37.6 million in the
1998 first quarter.  Casino revenue was 21% lower in the 1999 versus 1998
first quarter, primarily due to a 45% decrease in games revenue combined with
a 6% decrease in slot revenue.  Almost half of the decrease in games revenue
was attributable to lower baccarat revenue, which decreased as a result of an
89% decline in the volume of play as the Las Vegas Tropicana continued its
program to reduce the increasingly expensive high-end games business.  Rooms
revenue was $2.8 million or 41% higher in the 1999 versus 1998 first quarter
as a result of increased occupancy and average daily rate.

Tropicana Las Vegas had an operating loss of $1.9 million in the 1999 first
quarter compared to $3.5 million in the 1998 first quarter.  Casino costs
were 25% lower in the 1999 versus 1998 first quarter, primarily due to the
decrease in casino revenues.  Consistent with the increase in rooms revenue,
rooms costs were 16% higher in the 1999 versus 1998 first quarter.  The
provision for doubtful accounts was $0.5 million lower in the 1999 versus
1998 first quarter as a result of a lower volume of baccarat play.  Operating
loss is after rent and depreciation and amortization expenses.  Rent expense
was $2.4 million in the 1999 first quarter compared with $2.5 million in the
1998 first quarter.  Depreciation and amortization was $2.5 million in both
periods.

RAMADA EXPRESS  At Ramada Express, total revenues were $25.2 million in the
1999 first quarter, up 18% from $21.3 million in the 1998 first quarter. 
Operating income was $5.3 million in the 1999 first quarter, an 84%
improvement over $2.9 million in the 1998 first quarter.  Operating income is
after rent and depreciation and amortization expenses.  Rent expense was $0.2
million in the 1999 first quarter compared to $0.1 million in the 1998 first
quarter.  Depreciation and amortization was $1.1 million in the 1999 first
quarter compared to $1.7 million in the 1998 first quarter.




                                      14
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES


CASINO AZTAR EVANSVILLE  Total revenues at Casino Aztar Evansville were $26.4
million in the 1999 first quarter, down 16% from $31.3 million in last year's
first quarter.  Casino revenue was down 16% in the 1999 versus 1998 first
quarter.  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 $5.0 million in the 1999 first quarter, a
37% decrease from $8.0 million in the 1998 first quarter.  Operating income
is after rent and depreciation and amortization expenses.  Rent expense was
$0.8 million in both periods and depreciation and amortization was $2.4
million in both periods.

CASINO AZTAR CARUTHERSVILLE  Total revenues at Casino Aztar Caruthersville
were $5.8 million in the 1999 first quarter, a 10% decrease from $6.5 million
in the 1998 first quarter due in large part to unfavorable weather.  Casino
Aztar Caruthersville had an operating loss of $41,000 in the first quarter of
1999 compared to $0.3 million in the first quarter of 1998.  Operating loss
is after depreciation and amortization of $0.8 million in both periods.

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:




                                      15
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

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

     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    Analyse 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 is currently in Phase 4 on all critical IT systems at
          all properties.  The following chart shows for each critical IT
          system at each of its properties whether an Upgrade or Conversion
          is underway and the date when installation and testing of such
          systems is expected to be completed.  In addition, the chart
          identifies those IT systems where internal programming is required
          and the extent of such programming requirements.  The more
          programming required, the greater the risk to the Company's Year
          2000 readiness.











                                      16
<PAGE>
                      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   
                 *           **    
               6/99         Done        7/99         7/99           7/99     

Slots         Upgrade      Upgrade    Conversion    Upgrade        Upgrade   
                             **           *     
               Done         Done        9/99         6/99           Done     

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

Financial    Conversion    Upgrade     Upgrade      Upgrade        Upgrade   
               Done         Done        6/99         6/99           6/99     

Point of
 Sale/        Upgrade      Upgrade    Conversion    Upgrade        Upgrade   
Inventory      Done         7/99        6/99         Done           5/99     

   *  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"). 
          The Company is in Phase 3 and 4 in the process of ensuring Year
          2000 readiness in these Non-IT Systems.  Procedures being utilized
          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 expects to
          substantially complete Year 2000 compliance on critical Non-IT
          Systems by June 1999.

  Costs

The total cost to the Company of making its systems Year 2000 compliant is
estimated to be approximately $7.9 million.  Approximately $7.5 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 ($0.6 million).  These costs
will be capitalized and depreciated over their expected useful lives.





                                      17
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

The estimated costs related to internal programming modifications and the
Company's administration of its Year 2000 project are approximately $0.4
million, and such costs are being expensed as incurred.  Approximately
$40,000 of these costs were expensed in the quarter ended April 1, 1999 and
approximately $0.2 million were expensed in 1998.

As of April 1, 1999, approximately $6.5 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 or hotel, 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 being developed, 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.  














                                      18
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

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
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,
1999.  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 derivates; 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.






                                      19
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

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 8: Subsequent Events" of
     the Notes to Consolidated Financial Statements included in this Form 
     10-Q under Item 1.

                          PART - II OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits                                                       Page No. 
                                                                   ----------
      10.1  Amendment No. 2, dated March 5, 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.              *

      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

        On April 19, 1999, the Company filed a report on Form 8-K under Item
        5.  Other Events to file, as Exhibit 99.1, a news release issued by
        the Registrant on April 19, 1999, reporting an anticipated offering
        by the Company of $200,000,000 in aggregate principal amount of
        Senior Subordinated Notes due 2007 in a private placement pursuant to
        Rule 144A under the Securities Act of 1933.

        On April 28, 1999, the Company filed a report on Form 8-K under Item
        5.  Other Events to file, as Exhibit 99.1, a news release issued by
        the Registrant on April 27, 1999, reporting an anticipated offering
        by the Company of $235,000,000 in aggregate principal amount of
        Senior Subordinated Notes due May 15, 2007 in a private placement
        pursuant to Rule 144A under the Securities Act of 1933.







                                      20
<PAGE>




               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  May 13, 1999               By  ROBERT M. HADDOCK     
     --------------------------     ---------------------------
                                    Robert M. Haddock
                                    Executive Vice President and
                                    Chief Financial Officer





























                               21
<PAGE>

                AZTAR CORPORATION AND SUBSIDIARIES


Exhibit Index
-------------

10.1  Amendment No. 2, dated March 5, 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.

27.   Financial Data Schedule.









































                                 E-1