SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                               FORM 10-Q


(Mark One)
                         
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended September 26, 1996
                               ------------------
                             OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to 
                               -----------    -----------

Commission file number   1-5440                                
                       ----------------------------------------

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


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


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


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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes   X   No 
           -----    -----

At October 24, 1996, the registrant had outstanding 44,935,806 shares
of its common stock, $.01 par value.

<PAGE>





                   AZTAR CORPORATION AND SUBSIDIARIES








                     PART I - FINANCIAL INFORMATION




   Item 1.  Financial Statements
              
                                                                   Page
                                                                   ----

    Consolidated Balance Sheets at September 26, 1996 and  
    December 28, 1995                                                 3

    Consolidated Statements of Operations for the quarters and
    nine months ended September 26, 1996 and September 28, 1995       5

    Consolidated Statements of Cash Flows for the nine months 
    ended September 26, 1996 and September 28, 1995                   7

    Consolidated Statements of Shareholders' Equity for the 
    nine months ended September 26, 1996 and September 28, 1995       9

    Notes to Consolidated Financial Statements                       10
                                                



















                                       2
<PAGE>
                    AZTAR CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS (unaudited)
                  ---------------------------------------
                     (in thousands, except share data)

                                             September 26,    December 28,
                                                 1996            1995   
                                             ------------     ------------
Assets
Current assets:
  Cash and cash equivalents                   $   31,238       $   26,527
  Accounts receivable, net                        31,023           21,325
  Refundable income taxes                            920            1,261
  Inventories                                      6,947            6,591
  Prepaid expenses                                 8,813            9,417
  Deferred income taxes                            8,837            8,013
                                              ----------       ----------
    Total current assets                          87,778           73,134

Investments in and advances to 
  unconsolidated partnership                      10,648           11,467
Other investments                                 30,323           27,964

Property and equipment:
  Buildings, riverboats and equipment, net       765,918          711,454
  Land                                            96,019           95,589
  Construction in progress                        55,604           46,102
  Leased under capital leases, net                   415              535
                                              ----------       ----------
                                                 917,956          853,680

Deferred charges and other assets                 41,034           46,993
                                              ----------       ----------

                                              $1,087,739       $1,013,238
                                              ==========       ==========


















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


                                     3
<PAGE>
                    AZTAR CORPORATION AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS (unaudited) (continued)
                  ---------------------------------------
                     (in thousands, except share data)

                                            September 26,   December 28,
                                                 1996           1995   
                                            -------------   ------------

Liabilities and Shareholders' Equity
Current liabilities:              
  Accounts payable and accruals             $   58,134       $   60,226
  Accrued payroll and employee benefits         20,809           18,012
  Accrued interest payable                      24,382           14,995
  Income taxes payable                           1,967            2,197
  Current portion of long-term debt                426              466
  Current portion of other long-term 
    liabilities                                  4,159            6,172
                                            ----------       ----------
    Total current liabilities                  109,877          102,068

Long-term debt                                 504,807          496,439
Other long-term liabilities                     28,191           30,699
Deferred income taxes                           19,751           18,914
Contingencies and commitments
Series B ESOP convertible preferred stock
  (redemption value $7,950 and $6,114)           5,889            5,459

Shareholders' equity:
  Common stock, $.01 par value (44,928,419 
    and 38,265,813 shares outstanding)             489              422
  Paid-in capital                              410,726          352,221
  Retained earnings                             25,277           24,922
  Less: Treasury stock                         (17,084)         (17,027)
        Unearned compensation                     (184)            (879)
                                            ----------       ----------
            Total shareholders' equity         419,224          359,659
                                            ----------       ----------

                                            $1,087,739       $1,013,238 
                                            ==========       ==========














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

                                     4
<PAGE>
                       AZTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
         For the periods ended September 26, 1996 and September 28, 1995
         ---------------------------------------------------------------
                      (in thousands, except per share data)


                                         Third Quarter        Nine Months    
                                      -------------------  ------------------
                                         1996      1995      1996      1995  
                                      --------- --------- --------- ---------

Revenues
  Casino                              $173,199  $127,382  $482,029  $358,229 
  Rooms                                 12,008    10,596    35,141    30,745 
  Food and beverage                     13,785    12,516    41,325    35,623 
  Other                                  5,285     4,441    15,481    11,296 
                                      --------  --------  --------  -------- 
                                       204,277   154,935   573,976   435,893 
Costs and expenses
  Casino                                82,744    58,677   232,984   168,997 
  Rooms                                  7,418     6,727    20,733    18,915 
  Food and beverage                     13,581    11,834    39,375    33,287 
  Other                                  5,311     2,856    14,609     7,060 
  Marketing                             23,813    15,296    66,632    40,240 
  General and administrative            17,988    11,675    52,603    35,939 
  Utilities                              4,870     4,598    11,433    10,565 
  Repairs and maintenance                6,492     5,148    17,984    15,108 
  Provision for doubtful accounts        1,233       955     3,347     2,636 
  Property taxes and insurance           5,971     5,186    17,411    14,701 
  Rent                                   4,335     2,757    11,054     8,396 
  Depreciation and amortization         12,194    10,181    36,407    28,863 
  Preopening costs                       2,197        51     2,273     2,637 
                                      --------  --------  --------  -------- 
                                       188,147   135,941   526,845   387,344 
                                      --------  --------  --------  -------- 
Operating income                        16,130    18,994    47,131    48,549 

  Interest income                          545       820     1,762     2,537 
  Interest expense                     (14,327)  (12,687)  (42,572)  (37,641)
                                      --------  --------  --------  -------- 
Income before other items 
  and income taxes                       2,348     7,127     6,321    13,445 

  Equity in unconsolidated 
    partnership's loss                  (1,139)   (1,220)   (3,542)   (3,869)
                                      --------  --------  --------  -------- 
Income before income taxes               1,209     5,907     2,779     9,576 

  Income taxes                          (1,162)   (1,333)   (1,923)   (2,517)
                                      --------  --------  --------  -------- 
Net income                            $     47  $  4,574  $    856  $  7,059 
                                      ========  ========  ========  ======== 


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

                                        5
<PAGE>
                       AZTAR CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (continued)
         For the periods ended September 26, 1996 and September 28, 1995
         ---------------------------------------------------------------
                      (in thousands, except per share data)


                                         Third Quarter        Nine Months    
                                      -------------------  ------------------
                                         1996      1995      1996      1995  
                                      --------- --------- --------- ---------

Net income per common and 
  common equivalent share             $     --  $    .11  $    .01  $    .17 

Net income per common share 
  assuming full dilution              $     --  $    .11  $    .01  $    .16 

Weighted average common shares 
  applicable to:
  Net income per common and 
    common equivalent share             43,704    39,209    40,878    38,971 
  Net income per common share 
    assuming full dilution              44,660    40,202    41,873    40,038 






























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


                                        6
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
        For the periods ended September 26, 1996 and September 28, 1995
        ---------------------------------------------------------------
                                (in thousands)
                                                             Nine Months 
                                                       ---------------------
                                                          1996       1995   
Cash Flows from Operating Activities                   ---------   ---------
Net income                                             $     856   $   7,059 
Adjustments to reconcile net income 
 to net cash provided by operating activities: 
   Depreciation and amortization                          38,830      31,529 
   Provision for losses on accounts receivable             3,347       2,636 
   Loss on reinvestment obligation                           520          -- 
   Rent expense                                             (645)       (493)
   Distribution in excess of equity in income 
     of partnership                                          819         879 
   Deferred income taxes                                      13        (280)
   Change in assets and liabilities:
     (Increase) decrease in accounts receivable          (13,045)     (6,603)
     (Increase) decrease in refundable income taxes          341         723 
     (Increase) decrease in inventories and 
      prepaid expenses                                       (62)        685 
     Increase (decrease) in accounts payable,
      accrued expenses and income taxes payable           10,505      23,779 
     Other items, net                                      4,472         968 
                                                       ---------   --------- 
  Net cash provided by (used in) operating activities     45,951      60,882 
                                                       ---------   --------- 
Cash Flows from Investing Activities
Payments received on notes receivable                      1,150       1,009 
Reduction in other investments                               383       8,602 
(Increase)decrease in invested funds                          --       8,250 
Purchases of property and equipment                      (98,307)    (86,863)
Additions to other long-term assets                       (4,840)    (12,256)
                                                       ---------   --------- 
  Net cash provided by (used in) investing activities   (101,614)    (81,258)
                                                       ---------   --------- 
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt                 154,800      35,000 
Proceeds from issuance of common stock                    57,674       1,945 
Principal payments on long-term debt                    (146,685)    (10,443)
Principal payments on other long-term liabilities         (4,313)         -- 
Debt issuance costs                                           --         (80)
Preferred stock dividend                                    (726)       (754)
Redemption of preferred stock                               (376)       (211)
                                                       ---------   --------- 
  Net cash provided by (used in) financing activities     60,374      25,457 
                                                       ---------   --------- 
Net increase (decrease) in cash and cash equivalents       4,711       5,081 
Cash and cash equivalents at beginning of period          26,527      43,861 
                                                       ---------   --------- 
    Cash and cash equivalents at end of period         $  31,238   $  48,942 
                                                       =========   ========= 
The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)
        For the periods ended September 26, 1996 and September 28, 1995
        ---------------------------------------------------------------
                                (in thousands)
                                                               Nine Months   
                                                          -------------------
                                                            1996       1995   
                                                          --------   --------

Supplemental Cash Flow Disclosures

Summary of non-cash investing and financing activities:
 Capital lease obligations incurred for property 
   and equipment                                          $     --   $     41 
 Tax benefit from stock options and preferred stock
   dividend                                                    840        858 
 Issuance of restricted stock                                  136      2,194 
 Forfeiture of restricted stock                                 57        142 

Cash flow during the period for the following:
 Interest paid, net of amount capitalized                 $ 31,537   $ 23,880 
 Income taxes paid                                           1,075        843 
































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

                                       8
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
        For the periods ended September 26, 1996 and September 28, 1995
        ---------------------------------------------------------------
                    (in thousands, except number of shares)

                                                            Nine Months    
                                                      ---------------------
                                                         1996        1995   
                                                      ----------  ---------
Common stock:
 Beginning balance                                    $    422    $    414 
 Issuance of 6,279,200 shares of common stock in 1996       63          -- 
 Stock options exercised for 376,315 and 492,827 
   shares                                                    4           5 
 Issuance of 292,000 shares of restricted stock 
   in 1995                                                  --           3 
                                                      --------    -------- 
   Ending balance                                          489         422 
                                                      --------    -------- 
Paid-in capital:
 Beginning balance                                     352,221     347,284 
 Issuance of common stock                               55,813          -- 
 Stock options exercised                                 1,794       1,940 
 Tax benefit from stock options exercised                  762         759 
 Restricted stock                                          136       2,191 
                                                      --------    -------- 
   Ending balance                                      410,726     352,174 
                                                      --------    -------- 
Retained earnings:
 Beginning balance                                      24,922      30,555 
 Preferred stock dividend, net of income tax 
   benefit of $78 and $99                                 (501)       (471)
 Net income                                                856       7,059 
                                                      --------    -------- 
   Ending balance                                       25,277      37,143 
                                                      --------    -------- 
Treasury stock:
 Beginning balance                                     (17,027)    (16,885)
 Forfeiture of 8,667 and 18,000 shares 
   of restricted stock                                     (57)       (142)
                                                      --------    -------- 
   Ending balance                                      (17,084)    (17,027)
                                                      --------    -------- 
Unearned compensation:
 Beginning balance                                        (879)         -- 
 Restricted stock                                         (136)     (2,194)
 Amortization                                              774       1,064 
 Forfeiture of restricted stock                             57         142 
                                                      --------    -------- 
   Ending balance                                         (184)       (988)
                                                      --------    -------- 

                                                      $419,224    $371,724 
                                                      ========    ======== 

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

                                       9
<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.  The interest that was capitalized during the quarter and nine
months ended 1996 was $1,027,000 and $3,750,000, respectively; and $1,313,000
and $3,664,000 for the quarter and nine months ended 1995.  Capitalized 
preopening costs, included in deferred charges and other assets, were $39,000
at September 26, 1996.  There were no capitalized preopening costs at
December 28, 1995.  Capitalized costs related to various development
projects, included in deferred charges and other assets, were $1,341,000 and
$1,458,000 at September 26, 1996 and December 28, 1995, respectively.  For
additional information regarding significant accounting policies, 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, 1995.

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
September 26, 1996 and September 28, 1995 (in thousands):


                               Third Quarter            Nine Months
                            ------------------     -------------------
                              1996      1995         1996       1995
                            --------  --------     --------   --------
   Revenues                 $  4,128  $  4,197     $ 12,436   $ 12,971
   Operating expenses           (631)     (683)      (2,061)    (2,059)
                            --------  --------     --------   --------
   Operating income            3,497     3,514       10,375     10,912
   Interest expense           (1,372)   (1,482)      (4,200)    (4,856)
                            --------  --------     --------   --------
     Net income             $  2,125  $  2,032     $  6,175   $  6,056
                            ========  ========     ========   ========











                                      10
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 3:  Long-term Debt
-----------------------
At September 26, 1996 and December 28, 1995, long-term debt included (in
thousands):
                                                     1996       1995
                                                   ---------  ---------
    11% Senior Subordinated Notes Due 2002          $200,000   $200,000
    13 3/4% Senior Subordinated Notes Due 2004       177,866    177,768
    Reducing revolving credit note (floating 
       rate); matures December 31, 1999              125,000    116,600
    Other notes payable; 7% to 14.6%; maturities
       to 2002                                         1,795      1,814
    Obligations under capital leases                     572        723
                                                   ---------  ---------
                                                     505,233    496,905
    Less current portion                                (426)      (466)
                                                   ---------  ---------
                                                    $504,807   $496,439
                                                   =========  =========
Note 4:  Other Long-term Liabilities 
-------------------------------------
At September 26, 1996 and December 28, 1995, other long-term liabilities
consisted of (in thousands):
                                                     1996       1995  
                                                   --------   --------
    Accrued rent expense                           $ 12,398   $ 13,043
    Obligation to City of Evansville and
      other civic and community organizations         9,113     13,400
    Deferred compensation and retirement plans       10,176      9,739
    Las Vegas Boulevard beautification assessment       509        535
    Deferred income                                     154        154
                                                   --------   --------
                                                     32,350     36,871
    Less current portion                             (4,159)    (6,172)
                                                   --------   --------
                                                   $ 28,191   $ 30,699
                                                   ========   ========

Note 5:  Capital Stock
----------------------
On July 31, 1996, the Company issued 6,000,000 shares of common stock, par
value $.01 per share, at a price of $9.50 per share.  On August 5, 1996, the
Company issued 279,200 shares of common stock, par value $.01 per share, at a
price of $9.50 per share as part of an over-allotment option contained in an
underwriting agreement dated July 25, 1996.  The combined net proceeds from
both issuances of $55,876,000, after deducting the underwriters' discount and
estimated expenses payable by the Company, will be used for general corporate
purposes, including ongoing and potential development of casino and hotel
facilities.  Pending specific application, the Company used such net proceeds
to reduce amounts outstanding (and permitted to be reborrowed, subject to the
conditions contained therein) under its reducing revolving credit facility,
which matures on December 31, 1999.


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

Note 6:  Income Taxes 
----------------------
The Company is responsible, with certain exceptions, for the taxes of Ramada
through December 20, 1989.  The Internal Revenue Service has completed its
examination of the income tax returns for the years 1986 and 1987.  Ramada
has signed a partial agreement for those two years and has filed a petition
with the U.S. Tax Court for two remaining issues.  Management expects those
two issues to be resolved on satisfactory terms prior to trial.  The Internal
Revenue Service is examining the income tax returns for the years 1988
through 1993. The New Jersey Division of Taxation is examining the income tax
returns for the years 1986 through 1989.  Management believes that adequate
provision for income taxes and interest has been made in the financial
statements.  In connection with the Internal Revenue Service examinations of
the years 1986 through 1989, management has been conservative in providing
for amounts that could be due upon settlement.  It is reasonably possible
that these examinations could be favorably settled in the near term.

The difference between the federal statutory rate and the effective tax rate
was primarily attributable to state income taxes and the nondeductible nature
of certain expenses.  Gross deferred tax assets are reduced by a valuation
allowance.  The December 29, 1994 valuation allowance was reduced during 1995
which caused a decrease in income tax expense of $3,125,000 and $3,622,000 in
the 1995 third quarter and nine-month periods, respectively.

Note 7:  Net Income Per Share
-----------------------------
Net income per common and common equivalent share is computed based on the
weighted average number of common shares outstanding after consideration of
the dilutive effect of stock options.  Net income per common share, assuming
full 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. 
Net income for both computations is adjusted for dividends on the preferred
stock.

Note 8:  Contingencies and Commitments
--------------------------------------
The Company agreed to indemnify Ramada against all monetary judgments in
lawsuits pending against Ramada and its subsidiaries as of the conclusion of
the restructuring of Ramada (the "Restructuring") on December 20, 1989, as
well as all related attorneys' fees and expenses not paid at that time,
except for any judgments, fees or expenses accrued on the hotel business
balance sheet and except for any unaccrued and unreserved aggregate amount up
to $5,000,000 of judgments, fees or expenses related exclusively to the hotel
business.  Aztar is entitled to the benefit of any crossclaims or
counterclaims related to such lawsuits and of any insurance proceeds
received.  In addition, the Company agreed to indemnify Ramada for various
lease guarantees made by Ramada relating to the restaurant business conducted
through its Marie Callender Pie Shops, Inc. subsidiary.  In connection with
these matters, the Company has an accrued liability of $3,933,000 and
$3,941,000 at September 26, 1996 and December 28, 1995, respectively.



                                      12
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

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
approximately $21,251,000 in cash or a letter of credit if the Tropicana Las
Vegas operation fails to meet certain financial tests.  This requirement was
waived at September 26, 1996.  A determination has been made for the period
ended September 26, 1996, that the additional security deposit will be
required by December 25, 1996 unless the requirement is again waived by the
lessor.  The Company has a 50% partnership interest in the lessor.

The Company has severance agreements with certain of its senior executives. 
Severance benefits for three of the executives consist of, among other
things, a lump-sum cash payment equal to twice the sum of the executive's
annual base salary plus twice the average of the executive's annual bonuses
awarded in the three years preceding termination of employment, payment of
the value in their outstanding stock options and vesting and distribution of
any restricted stock.  Certain other executives would receive a lump-sum cash
payment equal to their annual base salary plus a three-year average of their
annual bonus, plus the other described benefits.  Some of the executives
would receive a lump-sum cash payment equal to their 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 is approximately $18,900,000 as of September 26, 1996.

The Company had commitments for the purchase of property and equipment of
approximately $18,000,000 at September 26, 1996.





















                                      13
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis

Financial Condition

The Company's expansion of Tropicana Casino and Resort in Atlantic City, New
Jersey (which had been known as "TropWorld Casino and Entertainment Resort"),
consisting primarily of a 604-room hotel tower, opened in late April 1996. 
The new hotel tower includes a concierge floor of six large penthouse suites
completed in late July 1996 to attract high-end players.  The Company's
expenditures for property and equipment on the expansion project for the year
to date through September 26, 1996 were approximately $31.4 million.  In
addition to the expansion, the Company made modifications to the existing
facilities that included the construction of a new hotel lobby, refurbishment
of substantially all existing hotel rooms and extensive improvements to the
casino.  The Company held a grand opening celebration of its new facilities
on the Fourth of July weekend and used this event as an opportunity to rename
the property.

In October 1996, the Company's Casino Aztar Evansville in Indiana opened its
44,000-square-foot passenger pavilion and 1,600-space parking garage.  The
pavilion has passenger ticketing facilities, three restaurants, a sidewalk
cafe, an entertainment lounge and a gift shop.  Construction of the 250-room
hotel is on schedule for completion in December 1996.  The Company's
expenditures for property and equipment in connection with the pavilion,
parking garage and hotel for the year to date through September 26, 1996 were
approximately $39.2 million.

During the nine months of 1996, the Company borrowed $154.8 million and
repaid $146.4 million under the reducing revolving credit facility (the
"Credit Facility"), leaving an outstanding balance of $125 million at
September 26, 1996.  The Company's debt to operating cash flow ratio as
calculated under the Credit Facility was 4.85 to 1 at September 26, 1996 and
the maximum allowable ratio was 4.25 to 1.  The Company has received a waiver
from its lenders under the Credit Facility with respect to the maximum
allowable debt to operating cash flow ratio at September 26, 1996.  A similar
waiver had been obtained at December 28, 1995 and June 27, 1996, but was not
necessary at March 28, 1996.  The maximum allowable ratio decreases to 3.75
to 1 at the end of fiscal 1996 and to 3.25 to 1 at the end of fiscal 1997. 
The Company's ability to maintain or increase debt capacity is contingent on
increased levels of operating cash flow or deleveraging by the use of
additional equity.

At September 26, 1996, the Company had commitments of approximately $18  
million for the purchase of property and equipment.

The Tropicana Las Vegas lease agreement contains a provision that requires
the Company to maintain an additional security deposit with the lessor of
approximately $21.3 million in cash or a letter of credit if the Tropicana
Las Vegas operation fails to meet certain financial tests.  This requirement
was waived at September 26, 1996.  A determination has been made for the
period ended September 26, 1996, that the additional security deposit will be
required by December 25, 1996 unless the requirement is again waived by the
lessor.


                                      14
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

On July 31, 1996, the Company issued 6,000,000 shares of common stock, par
value $.01 per share, at a price of $9.50 per share.  On August 5, 1996, the
Company issued 279,200 shares of common stock, par value $.01 per share, at a
price of $9.50 per share as part of an over-allotment option contained in an
underwriting agreement dated July 25, 1996.  The combined net proceeds from
both issuances of $55.9 million, after deducting the underwriters' discount
and estimated expenses payable by the Company, will be used for general
corporate purposes, including ongoing and potential development of casino and
hotel facilities.  Pending specific application, the Company used such net
proceeds to reduce amounts outstanding (and permitted to be reborrowed,
subject to the conditions contained therein) under its Credit Facility, which
matures on December 31, 1999.

Results of Operations

Nine Months Ended September 26, 1996 Compared to Nine Months Ended
September 28, 1995

The Company's consolidated revenues for the 1996 nine-month period were
$574.0 million, a 32% increase over $435.9 million for the 1995 nine-month
period.  The increase in consolidated revenues was largely as a result of
added revenues attributable to operations at the Company's riverboat casino
in Evansville, Indiana, which opened in December 1995.  The increase in
consolidated revenues also reflected increased revenues from the Company's
riverboat casino in Caruthersville, Missouri, which began operations in April
1995, and higher total revenues at Tropicana Atlantic City and Tropicana Las
Vegas.  Consolidated operating income for the 1996 nine-month period was
$47.1 million, a 3% decrease from $48.6 million for the 1995 nine-month
period.  A strong operating performance by Casino Aztar Evansville and
decreased operating losses at Casino Aztar Caruthersville were not sufficient
to  offset lower operating results at all three of the Company's land-based
facilities.  The Atlantic City Tropicana's results for the 1996 nine-month
period were significantly impeded by disruption to operations due to the
expansion and renovation activities at the property and start-up costs
associated with the major expansion completed in July 1996.  Costs associated
with promotional programs at the Atlantic City Tropicana were higher in the
1996  versus 1995 nine-month period, reflecting implementation of programs in
1996 in response to marketing pressures resulting from additional casino
supply throughout the Atlantic City market.  In addition, results at the
Atlantic City Tropicana for the 1996 nine-month period were reduced as a
result of severe winter weather.  Consolidated operating results for the 1996
nine-month period reflected a $641,000 pretax loss on disposal of assets,
included in consolidated general and administrative expense, related to the
construction of new facilities.  Consolidated operating income is after the
writeoff of preopening costs of $2.3 million in the 1996 nine-month period
compared to $2.6 million in the 1995 nine-month period.

Consolidated interest expense increased by $4.9 million or 13% in the 1996
nine-month period compared to last year's nine-month period.  The increase
was mainly as a result of higher levels of debt outstanding under the Credit
Facility during the nine months of 1996, partially offset by lower average
interest rates in effect on that debt during the 1996 nine-month period.

For a discussion of income taxes, refer to "Note 6: Income Taxes".

                                      15
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                      AZTAR CORPORATION AND SUBSIDIARIES

TROPICANA ATLANTIC CITY Total revenues at Tropicana Atlantic City were $284.9
million in the 1996 nine-month period, up 10% from $258.5 million in the 1995
nine-month period.  Casino revenue was 10% higher in the nine months of 1996
versus 1995, primarily reflecting a 24% increase in games revenue as well as
a 6% increase in slot revenue.  Slot revenue increased due to an increase in
coin redemptions mainly associated with the bus segment of the market.  Rooms
revenue was 23% higher in the 1996 versus 1995 nine-month period due to an
increase in the number of occupied rooms as well as an increase in average
daily room rates.  The increase in occupied rooms was primarily attributable
to the opening in late April 1996 of the new hotel tower.  Food and beverage
revenue was 8% higher in the nine months of 1996 versus 1995 due to increased
volume as a result of the expanded facility.

Tropicana Atlantic City had operating income of $28.2 million in the 1996
nine-month period, down 44% from $50.7 million in the 1995 nine-month period. 
The Atlantic City Tropicana's results for the 1996 nine-month period were
reduced as a result of the factors noted above.  Casino costs were 23% higher
in the 1996 versus 1995 nine-month period as a result of the increase in coin
redemptions and increased direct costs associated with the increase in games
business.  Rooms costs increased by 25% in the 1996 versus 1995 nine-month
period primarily due to increased direct costs associated with the opening of
the new hotel tower.  Food and beverage costs were 16% higher in the 1996
versus 1995 nine-month period due to increased direct costs in connection
with the increased volume as a result of the expanded facilities.  Marketing
costs were $10.7 million, or 40%, higher in the nine months of 1996 versus
1995 primarily due to an increased number of promotions and special events as
well as an increase in costs associated with attracting increased games
business.  General and administrative expense increased by $4.9 million, or
37%, in the 1996 versus 1995 nine-month period.  General and administrative
expense for the 1995 nine-month period included a gain associated with funds
received from the Casino Reinvestment Development Authority ("CRDA") in
conjunction with the construction of the hotel tower.  The increase in
general and administrative expense also reflected increases in executive and
security payroll related to the increased promotional activities and a pretax
loss on disposal of assets in 1996 related to the construction of the new
casino facilities at the property.  Repairs and maintenance expense was 23%
higher in the 1996 versus 1995 nine-month period due to an increased number
of maintenance projects attributable to the opening of the new hotel tower. 
Operating results for the 1996 nine-month period included a $2.3 million
writeoff of preopening costs related to the new hotel tower and extensive
improvements to the casino.  Operating income is after rent and depreciation
and amortization expenses.  Rent expense was $1.8 million in the 1996 nine-
month period compared to $1.1 million in the 1995 nine-month period, a 71%
increase attributable to an increased number of operating leases associated
with the improved facilities.  Depreciation and amortization was $15.7
million in the nine months of 1996 compared to $16.6 million in the nine
months of 1995.

TROPICANA LAS VEGAS At Tropicana Las Vegas, total revenues were $121.5
million in the 1996 nine-month period compared to $105.3 million in the 1995
nine-month period, a 15% increase reflecting increases in all revenue
components.  Casino revenue was 15% higher in the 1996 versus 1995 nine-month
period, primarily reflecting a substantial increase in baccarat revenue.  In
mid-1995, the Company adopted new marketing initiatives at Tropicana Las  

                                      16
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

Vegas to increase premium table game business while maintaining slot revenue. 
Rooms revenue increased by 14% in the nine months of 1996 versus 1995 due to
an increase in average daily room rates as well as an increase in the number
of occupied rooms.  Food and beverage revenue was 12% higher in the nine
months of 1996 versus 1995 due to higher volume associated with the
introduction of a buffet in mid-1995 and capital improvements associated with
two restaurants.

Tropicana Las Vegas had an operating loss of $1.0 million for the nine months
of 1996 compared to an operating loss of $0.6 million for last year's nine-
month period.  Casino costs were 25% higher in the 1996 versus 1995 nine-
month period, primarily reflecting the higher costs associated with
increasing the premium table games business.  Consistent with the increases
in rooms and food and beverage revenues were increases in rooms and food and
beverage costs as a result of increased direct costs.  Marketing costs were
15% higher in the 1996 versus 1995 nine-month period due to increased
contract entertainment and advertising costs as well as an increased number
of promotional programs.  Operating income is after rent and depreciation and
amortization expenses.  Rent expense was $6.8 million in the 1996 nine-month
period compared to $6.9 million in the 1995 nine-month period.  Depreciation
and amortization was $6.5 million in the 1996 nine-month period compared to
$5.5 million in last year's nine-month period.

RAMADA EXPRESS  At Ramada Express, total revenues were $61.2 million in the
nine months of 1996, down slightly from $61.8 million in last year's nine-
month period.  Operating income was $8.7 million in the 1996 nine-month
period, a decline from $10.0 million in last year's nine-month period. 
Operating income is after rent and depreciation and amortization expenses. 
Rent expense was $0.2 million in the 1996 nine-month period compared to $0.1
million in the 1995 nine-month period.  Depreciation and amortization was
$5.4 million in both periods.

CASINO AZTAR EVANSVILLE Casino Aztar Evansville, which opened in December 
1995, added $86.2 million to total consolidated revenues in the 1996 nine-
month period and contributed $22.4 million to consolidated operating income. 
Operating income is after rent expense of $2.0 million and depreciation and
amortization of $6.0 million.

CASINO AZTAR CARUTHERSVILLE Casino Aztar Caruthersville, which opened in
April 1995, had total revenues of $20.2 million and an operating loss of $2.4
million in the 1996 nine-month period compared to total revenues of $10.3
million and an operating loss of $3.7 million for the period of operations in
1995.  Operating results in the 1995 period of operations included a $2.6
million writeoff of preopening costs.  Operating income is after depreciation
and amortization of $2.6 million in the 1996 nine-month period and $1.2
million in the 1995 period of operations.

Quarter Ended September 26, 1996 Compared to Quarter Ended September 28, 1995

The Company's consolidated revenues for the 1996 third quarter were $204.3
million, a 32% increase over $154.9 million for the 1995 third quarter.  The
increase in consolidated revenues was largely as a result of added revenues
attributable to Casino Aztar Evansville, which opened in December 1995.  The
increase in consolidated revenues also reflected higher total revenues at 

                                      17
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

Tropicana Atlantic City and Tropicana Las Vegas partially offset by lower
total revenues at Ramada Express.  Consolidated operating income for the
third quarter of 1996 was $16.1 million, a 15% decline from $19.0 million for
last year's third quarter.  A strong operating performance by Casino Aztar
Evansville was not sufficient to offset lower operating results at all three
of the Company's land-based facilities.  The Atlantic City Tropicana's
results for the 1996 third quarter were lower than anticipated as a result of
pressure on operating margins due to start-up costs associated with the major
expansion completed in July 1996 as well as increased costs associated with
promotional programs implemented in response to marketing pressures resulting
from additional casino supply throughout the Atlantic City market. 
Consolidated operating income for the 1996 third quarter is after the
writeoff of preopening costs of $2.2 million.

Consolidated interest expense increased by $1.6 million or 13% in the 1996
versus 1995 third quarter.  The increase was mainly as a result of higher
levels of debt outstanding under the Credit Facility during the 1996 third
quarter, partially offset by lower average interest rates in effect on that
debt during the 1996 third quarter.

For a discussion of income taxes, refer to "Note 6: Income Taxes".

TROPICANA ATLANTIC CITY Total revenues at Tropicana Atlantic City were $108.7
million in the 1996 third quarter, up 17% from $92.5 million in the 1995
third quarter.  Casino revenue was 18% higher in the 1996 versus 1995 third
quarter, primarily reflecting a 40% increase in games revenue as well as an
11% increase in slot revenue.  Slot revenue increased due to an increase in
coin redemptions mainly associated with the bus segment of the market.  Rooms
revenue was 14% higher in the 1996 third quarter due to an increase in the
number of occupied rooms as well as an increase in average daily room rates. 
The increase in occupied rooms was primarily attributable to the opening of
the new hotel tower.  Food and beverage revenue was 13% higher in the 1996
versus 1995 third quarter due to increased volume as a result of the expanded
facility.

Tropicana Atlantic City had operating income of $14.2 million in the third
quarter of 1996, a 32% decline from $20.7 in last year's third quarter.  The
Atlantic City Tropicana's results for the 1996 third quarter were reduced as
a result of the factors noted above.  Casino costs were 32% higher in the
1996 versus 1995 third quarter as a result of the increase in coin
redemptions and increased direct costs associated with the increase in games
business.  Rooms costs increased by 15% in the 1996 versus 1995 third quarter
primarily due to increased direct costs associated with the opening of the
new hotel tower.  Food and beverage costs were 26% higher in the 1996 versus
1995 third quarter due to increased direct costs in connection with the
increased volume as a result of the expanded facility.  Marketing costs were
$3.6 million, or 37%, higher in the 1996 third quarter primarily due to an
increased number of promotions and special events as well as an increase in
costs associated with attracting increased games business.  General and
administrative expense increased by $1.9 million, or 43%, in the 1996 versus
1995 third quarter.  General and administrative expense for the 1995 third
quarter included a gain associated with funds received from the CRDA in
conjunction with the construction of the hotel tower.  The increase in
general and administrative expense also reflected increases in executive and 

                                      18
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

security payroll related to the increased promotional activities.  Repairs
and maintenance expense was 33% higher in the 1996 versus 1995 third quarter
due to an increased number of maintenance projects attributable to the
opening of the new hotel tower.  Operating results for the 1996 third quarter
included a $2.2 million writeoff of preopening costs related to the new hotel
tower and extensive improvements to the casino.  Operating income is after
rent and depreciation and amortization expenses.  Rent expense increased to
$1.0 million in the 1996 third quarter from $0.4 million in the 1995 third
quarter as a result of an increased number of operating leases associated
with the improved facilities.   Depreciation and amortization was $5.4
million in the third quarter of 1996 compared to $5.5 million in the third
quarter of 1995.

TROPICANA LAS VEGAS At Tropicana Las Vegas, total revenues were $38.8 million
in the 1996 third quarter compared to $35.8 million in the 1995 third
quarter, an 8% increase reflecting increases in all revenue components. 
Casino revenue was 7% higher in the 1996 versus 1995 third quarter largely as
a  result of a substantial increase in baccarat revenue.  Rooms revenue
increased by 13% in the 1996 versus 1995 third quarter primarily due to an
increase in average daily room rates.

Tropicana Las Vegas had an operating loss of $3.3 million in the third
quarter of 1996 compared to an operating loss of $0.9 million in the third
quarter of 1995.  Casino costs were 23% higher in the 1996 versus 1995 third
quarter, primarily reflecting the higher costs associated with increasing the
premium table games business.  Marketing costs were 18% higher in the 1996
versus 1995 third quarter due to increased contract entertainment and
advertising costs as well as an increased number of promotional programs. 
Operating income is after rent and depreciation and amortization expenses. 
Rent expense was $2.3 million in both periods and depreciation and
amortization was $2.0 million in both periods.

RAMADA EXPRESS At Ramada Express, total revenues were $18.6 million in the
third quarter of 1996, down 6% from $19.9 million in the third quarter of
last year.  Operating income was $0.8 million in the 1996 third quarter
compared to $2.2 million in last year's third quarter.  Operating income is
after rent and depreciation and amortization expenses.  Rent expense was $0.1
million in both periods.  Depreciation and amortization was $1.7 million in
the third quarter of 1996 compared to $1.8 million in the third quarter of
1995.

CASINO AZTAR EVANSVILLE Casino Aztar Evansville, which opened in December
1995, added $31.6 million to total consolidated revenues in the 1996 third
quarter and contributed $8.2 million to consolidated operating income. 
Operating income is after rent expense of $0.9 million and depreciation and
amortization of $2.1 million.

CASINO AZTAR CARUTHERSVILLE Total revenues at Casino Aztar Caruthersville
were $6.6 million in the third quarter of 1996 compared to $6.7 million in
the third quarter of  1995.  Casino Aztar Caruthersville had an operating
loss of $1.0 million in both periods.  Operating income is after depreciation
and amortization of $0.9 million in the 1996 third quarter compared to $0.8
million in the 1995 third quarter.


                                      19
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

                          PART - II OTHER INFORMATION
Item 1.  Legal Proceedings 

 (a) In connection with Case Nos. CV-S-94-1126-LDG(RJJ) and CV-S-94-1137-
     LDG(RJJ) (collectively, the Poulos/Ahearn Case") , as reported under
     Part I, Item 3 of the Company's Form 10-K for the year ended December
     28, 1995, by order entered April 17, 1996, as reported under Part II,
     Item 1(a) of the Company's Form 10-Q for the quarter ended March 28,
     1996, the court granted the defendants' motions and dismissed the
     complaint without prejudice.  On May 31, 1996, as reported under Part
     II, Item 1(a) of the Company's Form 10-Q for the quarter ended June 27,
     1996, the plaintiffs filed an amended complaint and the defendants have
     again moved to dismiss it for failure to state a claim.  The claims in
     the amended complaint seek damages that are the same as those in the
     original complaint.  No hearing date has been set.  On May 31, 1996, the
     plaintiffs filed a motion to substitute Brenda McElmore for Mr. Ahearn
     as one of the class representatives.  This motion has not been opposed
     by the Company, though several of the other defendants did oppose the
     motion. No hearing date has been set.  On July 12, 1996, the plaintiffs
     filed a motion seeking to lift the stay of discovery and seeking leave
     to add additional defendants.  The defendants (including the Company)
     have opposed these motions.  No hearing date has been set on these
     motions.  By order dated August 17, 1996, the Poulos/Ahearn Case was
     transferred to Judge David Ezra and assigned the new Case No. CV-S-94-
     1126-DAE(RJJ)-BASE FILE.

 (b) In connection with Case No. 95cv2236(JEI), as reported under Part I,
     Item 3 of the Company's Form 10-K for the year ended December 28, 1995,
     Counsel for Plaintiff, as reported under Part II, Item 1(a) of the
     Company's Form 10-Q for the quarter ended March 28, 1996, has responded
     to the Company's motion to dismiss and pursuant to Local Rule, the
     Company's motion was submitted to the Court on April 25, 1996.  On
     May 30, 1996, the court ordered that defendants' motions to dismiss the
     complaint be granted and plaintiff's complaint be dismissed in its
     entirety.

 (c) In connection with Case No. CV-S-95-936-LDG(RLH) (the "Poulos vs.
     Ambassador Cruise Lines Case"), as reported under Part I, Item 3 of the
     Company's Form 10-K for the year ended December 28, 1995, the plaintiff
     as reported under Part II, Item 1(c) of the Company's Form 10-Q for the
     quarter ended June 27, 1996, in Case No. CV-S-95-00923-LDG(RJJ) (the
     "Schreier Case"), has sought review of the Court's denial of the motion
     to consolidate the Schreier Case with the Poulos/Ahearn Case and the
     Poulos vs. Ambassador Cruise Lines Case.  The defendants (including the
     Company) have opposed this motion.  No hearing date has been set on this
     motion.

 (d) On March 27, 1996, as reported under Part II, Item 1(d) of the Company's
     Form 10-Q for the quarter ended June 27, 1996, a purported consumer
     class action entitled Payne, et al. v. Aztar Corporation, et. al., Case
     No. 00698592, was filed in the state Superior Court in San Diego,
     California naming as defendants the Company and several other entities
     whom plaintiffs allege are casino owners or operators.  Plaintiffs 


                                      20
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

     purport to bring the action on behalf of a class consisting of all
     persons in California who have played video poker machines owned or
     operated by defendants.  Plaintiffs allege that defendants have engaged
     in a course of fraudulent and misleading conduct intended to induce
     plaintiffs to play video poker machines based on a false belief conveyed
     by defendants concerning how such machines operate and that such conduct
     violates various provisions of the California Business and Professions
     Code and the so-called Consumer Legal Remedies Act.  Plaintiffs seek
     unspecified compensatory and punitive damages, disgorgement and other
     equitable remedies and attorneys' fees and other costs.  Defendants have
     removed the action to the United States District Court for the Southern
     District of California in San Diego, Case No. 96-905-J(CGA), and filed
     various motions to dismiss and or transfer the action to the United
     States District Court for the District of Nevada where the Poulos/Ahearn
     Case and the Schreier Case are pending.  Plaintiffs' attorneys in the
     Payne case include attorneys who represent the plaintiffs in the
     Poulos/Ahearn Case and the Schreier Case. Plaintiffs have filed a motion
     to have the case remanded to state court contending that the federal
     court lacks subject matter jurisdiction over the case.  These motions
     are now scheduled to be heard on various dates in the period October-
     December 1996.  The Company believes that plaintiffs' allegations are
     without merit and intends to defend the action vigorously.

(e)  In connection with Case No. CV-S-95-00923-LDG(RJJ), as reported under
     Part I, Item 3 of the Company's Form 10-K for the year ended December
     28, 1995, on August 15, 1996, the Court granted the motion to dismiss,
     without prejudice.  An amended complaint was filed on September 30,
     1996.  The defendants (including the Company) have filed motions to
     dismiss the amended complaint for failure to state a claim and on other
     grounds.


Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits
                                                                    Page No. 
                                                                   ----------
11.   Statement Regarding Computation of Per Share Earnings.        *

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)  On July 12, 1996, the Company filed a report on Form
     8-K under Item 5. Other Events to file, as Exhibit 99,
     the news release issued by the Registrant on July 11,
     1996 reporting the Company's financial results for the
     second quarter and six months ended June 27, 1996.



                                     21
<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  November 6, 1996               By  ROBERT M. HADDOCK     
     --------------------------     ---------------------------
                                    Robert M. Haddock
                                    Executive Vice President and
                                    Chief Financial Officer





























                               22
<PAGE>

                AZTAR CORPORATION AND SUBSIDIARIES


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

11.   Statement Regarding Computation of Per Share Earnings.

27.   Financial Data Schedule.
















































                                 E-1
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