SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

(Mark  one)
[X]     Quarterly  Report  Pursuant  to  Section  13 or 15(d) of the Securities
        Exchange  Act  of  1934

                   FOR THE FISCAL QUARTER ENDED JUNE 30, 1999


                                       OR


[ ]     Transition  Report  Pursuant  to  Section  13 or 15(d) of the Securities
        Exchange  Act  of  1934

Commission  file  No.  0-13530
                     ---------

                          AMERICAN BINGO & GAMING CORP.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                     74-2723809
            --------                                     ----------
(State  or  other  jurisdiction  of                  (I.R.S.  Employer
incorporation  or  organization)                     Identification  No.)


                1440 CHARLESTON HIGHWAY,  WEST COLUMBIA, SC 29169
                -------------------------------------------------
                    (Address of principal executive offices)


                                 (803) 796-7875
                                 --------------
                           (Issuer's telephone number)


                                       N/A
                                       ---
      (Former name, address and fiscal year, if changed since last report)

Indicate  by check mark whether the issuer (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 issuer was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.
YES  [X]        NO  [ ]

As  of  August 4, 1999, the Issuer had 9,910,590 shares of its Common Stock, par
value  $.001  per  share,  issued  and  outstanding.

Transitional  Small  Business  Disclosure  Format:  YES  [ ]         NO  [X]

<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
AMERICAN BINGO & GAMING  CORP.
CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                          ASSETS
                                          ------

                                                                         June 30, 1999
                                                                         --------------
<S>                                                                      <C>
Current Assets:
  Cash and cash equivalents                                              $    4,095,584
  Accounts receivable net of allowance for doubtful
    accounts of $136,566                                                        520,253
  Notes receivable - current portion ($81,998 to related parties),
    net of allowance for doubtful accounts of $165,361                          304,389
  Prepaid license expense - current portion                                   1,413,704
  Other prepaid expenses and current assets                                     399,814
                                                                         --------------
      Total Current Assets                                                    6,733,744
                                                                         --------------

Property and Equipment - at cost, net of accumulated
    depreciation and amortization                                             6,387,785

Other Assets:
  Notes receivable, net of current portion ($27,333 to related parties)         486,771
  Prepaid license expense, net of current portion                               932,167
  Intangible assets, net of accumulated amortization                          4,413,642
  Other non-current assets                                                      178,664
                                                                         --------------
      Total Other Assets                                                      6,011,244
                                                                         --------------

TOTAL ASSETS                                                             $   19,132,773
                                                                         ==============
</TABLE>

<TABLE>
<CAPTION>
                 LIABILITIES  AND  STOCKHOLDERS'  EQUITY
                 ---------------------------------------

<S>                                                                    <C>
Current Liabilities:
  Notes payable - current portion ($24,828 to related parties)         $    68,076
  Capital leases payable - current portion                                 303,354
  Trade accounts payable                                                   228,771
  Accrued expenses and other current liabilities                           771,330
                                                                       ------------
      Total Current Liabilities                                          1,371,531
                                                                       ------------

Long-term Liabilities:
  Notes payable, net of current portion ($271,389 to related parties)    1,536,916
     Capital leases payable, net of current portion                         68,272
                                                                       ------------
      Total Long-term Liabilities                                        1,605,188
                                                                       ------------

Stockholders' Equity:
  Common stock, $.001 par value,
    authorized 20,000,000 shares,
    issued 10,176,890 shares                                                10,177
  Additional paid-in-capital                                            23,481,630
  Treasury stock - 266,300 shares                                         (732,337)
  Accumulated deficit                                                   (6,603,416)
                                                                       ------------
      Total Stockholders' Equity                                        16,156,054
                                                                       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $19,132,773
                                                                       ============
</TABLE>

                    See  notes  to  consolidated  financial  statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
AMERICAN BINGO & GAMING  CORP.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

                                                                                    Three Months Ended June 30,
                                                                                        1999          1998
                                                                                     -----------  -------------
<S>                                                                                  <C>          <C>
REVENUES:
  Video gaming                                                                       $1,968,310   $  2,407,881
  Bingo                                                                               1,286,935      1,090,255
  Other                                                                                 295,397        237,961
                                                                                     -----------  -------------

TOTAL REVENUES                                                                        3,550,642      3,736,097
                                                                                     -----------  -------------

COSTS AND EXPENSES:
  Direct salaries and other compensation                                                283,270        603,674
  Rent and utilities ($26,310 and $26,310, respectively to related parties)             410,520      1,089,525
  Direct operating costs                                                                343,341      1,478,075
  Depreciation and amortization                                                         639,913        573,527
  License expense                                                                       636,302        272,059
  Severance expense                                                                     580,000            ---
  General and administrative                                                            966,155      1,588,874
                                                                                     -----------  -------------

TOTAL COSTS AND EXPENSES                                                              3,859,501      5,605,734
                                                                                     -----------  -------------

OPERATING INCOME                                                                       (308,859)    (1,869,637)

OTHER INCOME AND EXPENSES:
  Interest and investment income ($4,472 and $0, respectively from related parties)      60,250        264,187
  Interest expense ($6,232 and $0, respectively to related parties)                     (60,659)       (76,815)
   Gain on settlement with a related party                                               53,809            ---
  Other income and (expense)                                                             (2,921)      (104,152)
                                                                                     -----------  -------------

TOTAL OTHER INCOME AND EXPENSES                                                          50,479         83,220

NET INCOME BEFORE PROVISION FOR INCOME TAXES                                           (258,380)    (1,786,417)

PROVISION FOR INCOME TAXES                                                               26,882         38,500
                                                                                     -----------  -------------

NET INCOME                                                                            ($285,262)   ($1,824,917)
                                                                                     ===========  =============

EARNINGS PER SHARE:

  Basic                                                                                   ($.03)         ($.19)
                                                                                     ===========  =============

  Diluted                                                                                 ($.03)         ($.19)
                                                                                     ===========  =============

  Weighted average shares outstanding - basic                                         9,910,590      9,528,869

  Weighted average shares outstanding - diluted                                       9,910,590      9,528,869
</TABLE>

                        See  notes  to  consolidated  financial  statements.

                                        3
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENT  OF  OPERATIONS  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                      Six Months Ended June 30,
                                                                                         1999           1998
                                                                                      -----------  -------------
REVENUES:
<S>                                                                                   <C>          <C>
  Video gaming                                                                        $3,942,633   $  5,007,035
  Bingo                                                                                2,659,297      2,072,021
  Other                                                                                  569,842        374,316
                                                                                      -----------  -------------

TOTAL REVENUES                                                                         7,171,772      7,453,372
                                                                                      -----------  -------------

COSTS AND EXPENSES:
  Direct salaries and other compensation                                                 572,817      1,143,702
  Rent and utilities ($52,620 and $52,620, respectively to related parties)              946,912      1,587,927
  Direct operating costs                                                                 962,479      2,005,588
  Depreciation and amortization                                                        1,367,343        998,328
  License expense                                                                      1,097,793        587,873
  Severance expense                                                                      580,000            ---
  General and administrative                                                           1,851,453      2,592,853
                                                                                      -----------  -------------

TOTAL COSTS AND EXPENSES                                                               7,378,797      8,916,271
                                                                                      -----------  -------------

OPERATING INCOME                                                                        (207,025)    (1,462,899)

OTHER INCOME AND EXPENSES:
  Interest and investment income ($11,737 and $0, respectively from related parties)     119,694        533,205
  Interest expense ($12,920 and $0, respectively to related parties)                    (131,963)      (130,188)
   Gain on settlement with a related party, net of legal expenses of $100,000            191,127            ---
  Other income and (expense)                                                              30,077       (195,907)
                                                                                      -----------  -------------

TOTAL OTHER INCOME AND EXPENSES                                                          208,935        207,110

NET INCOME BEFORE PROVISION FOR INCOME TAXES                                               1,910     (1,255,789)

PROVISION FOR INCOME TAXES                                                               210,950        114,903
                                                                                      -----------  -------------

NET INCOME                                                                             ($209,040)   ($1,370,692)
                                                                                      ===========  =============

EARNINGS PER SHARE:

  Basic                                                                                    ($.02)         ($.15)
                                                                                      ===========  =============

  Diluted                                                                                  ($.02)         ($.15)
                                                                                      ===========  =============

  Weighted average shares outstanding - basic                                          9,863,714      9,450,966

  Weighted average shares outstanding - diluted                                        9,863,714      9,450,966
</TABLE>

                            See notes to consolidated financial statements

                                        4
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)
<TABLE>
<CAPTION>
                                                               Six Months Ended June 30,
                                                                   1999          1998
                                                               -----------  -------------
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITES:
  Net loss                                                      ($209,040)   ($1,370,692)
  Adjustments to reconcile net loss to
    net cash provided by operating activities:
  Depreciation and amortization                                 1,367,343        998,328
  Non-cash write-offs and charges                                     ---      1,727,532
  Provision for uncollectible receivables                          75,631            ---
  Gain on litigation settlement                                     1,300            ---
   Gain on receipt of treasury stock                              (45,938)           ---
  Increase (decrease) in cash flows as a result of changes in
    asset and liability account balances:
      Accounts receivable                                        (140,740)      (116,118)
      Prepaid licenses                                           (846,479)    (1,480,085)
      Deposits                                                     (7,000)           ---
      Other prepaid expenses and current assets                   142,311       (203,549)
      Trade accounts payable and accrued expenses                  88,461        777,009
      Accrued expenses and other current liabilities              362,042            ---
                                                               -----------  -------------
NET CASH PROVIDED BY OPERATING ACTIVITES                          787,891        332,425
                                                               -----------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Intangible expenditures                                             ---       (509,391)
  Property and equipment expenditures                            (655,006)    (1,178,047)
  Collections of notes receivable                                 599,966        179,014
  Issuance of notes receivable                                    (20,000)      (197,767)
  Reductions of notes receivable allowance                       (105,865)           ---
  Proceeds from sale of property and equipment                     24,714            ---
                                                               -----------  -------------
NET CASH USED IN INVESTING ACTIVITIES                           ( 154,191)   ( 1,706,191)
                                                               -----------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations                          (187,671)      (185,321)
  Payments on notes payable                                      (618,428)      (413,734)
  Proceeds from issuance of common stock                              ---         39,000
  Payments related to warrant financing costs                         ---       (354,422)
  Dividend payments to preferred stockholders                         ---        (61,108)
   Repurchase of common stock                                         ---       (182,971)
  Preferred stock conversions                                         ---       (208,674)
  Proceeds from employee stock purchase plan issuances              3,000            ---
  Proceeds from option exercises                                  311,581            ---
  Proceeds from margin line of credit                                 ---      1,489,647
                                                               -----------  -------------
NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES            (491,518)       122,417
                                                               -----------  -------------

NET INCREASE (DECREASE) IN CASH                                   142,182     (1,251,349)

CASH AT BEGINNING OF PERIOD                                     3,953,401     11,936,862
                                                               -----------  -------------

CASH AT END OF PERIOD                                          $4,095,583   $ 10,685,513
                                                               ===========  =============
</TABLE>

                   See  notes  to  consolidated  financial  statements.

                                        5
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)
<TABLE>
<CAPTION>
                                                           Six Months Ended June 30,
                                                                1999        1998
                                                             -----------  --------
<S>                                                          <C>          <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash payments:

    Interest                                                 $   131,963  $130,188
                                                             ===========  ========

    Income taxes                                             $   122,878  $290,838
                                                             ===========  ========

  Non-cash transactions:

    Acquisition of business in exchange for note payable
      ($0 and $400,000, respectively from related parties)   $       ---  $400,000
                                                             ===========  ========

    Acquisition of property and equipment in exchange
      for notes payable                                      $   434,415  $439,007
                                                             ===========  ========

    Acquisition of businesses in exchange for common stock   $       ---  $ 90,000
                                                             ===========  ========
</TABLE>

                     See  notes  to  consolidated  financial  statements.

                                        6
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999

--------------------------------------------------------------------------------
NOTE  1  -  PRINCIPLES  OF  CONSOLIDATION  AND  BASIS  OF  PRESENTATION.
--------------------------------------------------------------------------------


The  accompanying  unaudited  consolidated  financial  statements  include  the
accounts  of  American  Bingo  & Gaming Corp. and its wholly owned subsidiaries,
hereafter  collectively  referred to as the "Company".  The financial statements
have  been  prepared in accordance with generally accepted accounting principles
for  interim financial information and with instructions to Form 10-QSB and Item
310(b)  of  Regulation  S-B  of  the  Securities  and  Exchange  Commission.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principles for complete financial statements.
The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  In  the  opinion of management, all
adjustments  and  inter-company  eliminations  considered  necessary  for a fair
presentation  of  the  interim financial statements have been included.  Certain
items in the financial statements have been reclassified to maintain consistency
and  comparability  for  all periods presented.  Operating results for the three
and  six month periods ended June 30, 1999 are not necessarily indicative of the
results  that  may  be  expected  for  the fiscal year ending December 31, 1999.
Except for historical information contained herein, certain matters set forth in
this report are forward looking statements that are subject to substantial risks
and  uncertainties,  including the impact of government regulation and taxation,
customer  attendance and spending, competition, and general economic conditions,
among  others.  For  further  information,  refer  to the consolidated financial
statements  and footnotes included in the Company's annual report on Form 10-KSB
for  the  fiscal  year  ended  December  31,  1998.

--------------------------------------------------------------------------------
NOTE  2  -  PROPERTY  AND  EQUIPMENT.
--------------------------------------------------------------------------------

     Property and equipment at June 30, 1999 consists of the following:
<TABLE>
<CAPTION>
<S>                                                     <C>
    Land                                                $   189,671
    Buildings                                               379,342
    Building and leasehold improvements                   2,855,077
    Video gaming machines and bingo equipment             7,528,680
    Equipment, furniture and fixtures                     1,090,729
    Automobiles                                             326,357
                                                        ------------
                                                         12,369,856

      Less:  Accumulated depreciation and amortization   (5,982,071)
                                                        ------------

  Property and equipment, net                           $ 6,387,785
                                                        ============
</TABLE>

Property  and  equipment  at  June 30, 1999 includes $1.3 million of assets held
under  capital leases and related accumulated amortization of $401,000.  Related
amortization  expense  charged  to  operations for the six months ended June 30,
1999  and  1998  was  $108,000  each  period.

Depreciation  and  amortization expense charged to operations for the six months
ended  June  30,  1999  and  1998  was  $943,000  and  $720,000,  respectively.

                                        7
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  3  -  INTANGIBLE  ASSETS.
--------------------------------------------------------------------------------

Intangible  assets  at  June  30,  1999  consists  of  the  following:

<TABLE>
<CAPTION>
<S>                                    <C>
    Goodwill                           $ 5,095,436
    Covenants not to compete               553,891
                                       ------------
                                         5,649,327

      Less:  Accumulated amortization   (1,235,685)
                                       ------------

  Intangible assets, net               $ 4,413,642
                                       ============
</TABLE>

Amortization  expense  charged  to  operations for the six months ended June 30,
1999  and  1998  was  $424,000  and  $287,000,  respectively.


--------------------------------------------------------------------------------
NOTE  4  -  SHAREHOLDERS'  EQUITY.
--------------------------------------------------------------------------------

The Company has issued 327,308 shares of its common stock since the beginning of
1999,  including  325,000  shares  pursuant to stock options exercised and 2,308
shares  pursuant  to purchases under the Company's Employee Stock Purchase Plan.
The Company received proceeds of $310,781 and $3,000 related to these purchases,
respectively.  The  Company  also  recognized  $1,300 in equity proceeds for the
reimbursement  of  founders shares.  The Company received 35,000 shares from the
former  President  Greg  Wilson  and  members  of  his family, during the second
quarter,  in connection with the settlement of lawsuits and other issues between
the  parties.  These  shares  have  been  accounted  for  as  treasury  stock.


--------------------------------------------------------------------------------
NOTE  5  -  EARNINGS  (LOSS)  PER  SHARE.
--------------------------------------------------------------------------------

A  reconciliation  of  basic  to  diluted  earnings  per  share  is  as follows:

<TABLE>
<CAPTION>
                                                   Three  months  ended  June  30,
                                                   -------------------------------
                                                    1999                      1998
                                            ----------------------  --------------------------
                                               Basic     Diluted      Basic         Diluted
<S>                                         <C>         <C>         <C>           <C>
Numerator:
----------

  Net loss                                  ($285,262)  ($285,262)  ($1,824,917)  ($1,824,917)
  Add preferred dividends                         ---         ---       (29,283)          ---
                                            ----------  ----------  ------------  ------------
  Loss attributable to common stockholders  ($285,262)  ($285,262)  ($1,854,200)  ($1,824,917)
                                            ==========  ==========  ============  ============

Denominator:
------------
  Weighted average shares outstanding       9,910,590   9,910,590     9,528,869     9,528,869
  Effect of dilutive securities:
    Preferred stock                               ---         ---           ---           ---
    Stock options and warrants                    ---         ---           ---           ---
                                            ----------  ----------  ------------  ------------
  Weighted average shares outstanding       9,910,590   9,910,590     9,528,869     9,528,869
                                            ==========  ==========  ============  ============

  Earnings (Loss) per share                     ($.03)      ($.03)        ($.19)        ($.19)
                                            ==========  ==========  ============  ============
</TABLE>

                                        8
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999

--------------------------------------------------------------------------------
NOTE  5  -  EARNINGS  (LOSS)  PER  SHARE  (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       Six  months  ended  June  30,
                                                       -----------------------------
                                                    1999                     1998
                                            ----------------------  --------------------------
                                              Basic      Diluted        Basic        Diluted
                                            ----------  ----------  ------------  ------------
<S>                                         <C>         <C>         <C>           <C>
Numerator:
----------

  Net loss                                  ($209,040)  ($209,040)  ($1,370,692)  ($1,370,692)
  Add preferred dividends                         ---         ---       (61,108)          ---
                                            ----------  ----------  ------------  ------------
  Loss attributable to common stockholders  ($209,040)  ($209,040)  ($1,431,800)  ($1,370,692)
                                            ==========  ==========  ============  ============

Denominator:
------------
  Weighted average shares outstanding       9,863,714   9,863,714     9,450,966     9,450,966
  Effect of dilutive securities:
    Preferred stock                               ---         ---           ---           ---
    Stock options and warrants                    ---         ---           ---           ---
                                            ----------  ----------  ------------  ------------
Weighted average shares outstanding         9,863,714   9,863,714     9,450,966     9,450,966
                                            ==========  ==========  ============  ============

  Earnings (Loss) per share                     ($.02)      ($.02)        ($.15)        ($.15)
                                            ==========  ==========  ============  ============
</TABLE>


--------------------------------------------------------------------------------
NOTE  6  -  OTHER  CHARGES  AND  WRITE-OFFS
--------------------------------------------------------------------------------

In  July  1999,  the  Company  announced  the resignations of several members of
management  and  several  members  of  its Board of Directors.  See note 11.  In
accordance with contractual agreements with the resigning members of management,
the  Company incurred severance charges resulting in a $580,000 charge to second
quarter  1999 earnings.  In addition, in connection with the resignations a note
from  a  related  party  in  the  amount of $55,000 was forgiven, resulting in a
charge  to  second  quarter  1999  earnings  for  that  amount.

The  Company  recorded  approximately  $2.0  million  of  asset  write-downs,
reorganization  charges  and  other unusual items in the second quarter of 1998.
Management  determined  that  certain  write-offs  were  necessary  to  reduce
non-performing  assets  to their net realizable values.  Other charges were also
taken  to  reflect  expected  losses  from  future  lease  payments  on  idle or
unprofitable  bingo  properties  and expected costs for the Company's management
reorganization  and  corporate  office relocation in the second quarter of 1998.

Second quarter 1998 write-offs included $460,000 for leasehold improvement costs
for  idle  or  unprofitable  bingo  centers  acquired  in  1997;  $204,000  for
discontinued  "8-Liner"  gaming  machines  acquired  in  1997;  $163,000  for
uncollectible  bingo  advances, receivables and deposits from 1997; and $100,000
for  previously  capitalized  legal,  public  relations and other related costs.
Charges  in  the second quarter included $500,000 for future rent obligations on
idle  or unprofitable bingo centers acquired in 1997 and $300,000 for management
reorganization,  legal  and  corporate  office relocation expenses.  The Company
also  recorded  over  $270,000 of costs in the second quarter for unusually high
legal  expenses,  travel,  recruiting,  relocation,  and  other  expenses.

                                        9
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  7  -  INCOME  TAXES
--------------------------------------------------------------------------------

The  Company  recorded  approximately  $27,000  and $211,000 of state income tax
expense  for  the three and six month periods ended June 30, 1999, respectively.
The  Company  does  not  expect to incur material federal income tax liabilities
until  the  depletion  of its accumulated federal income tax loss carryforwards,
which  totaled  approximately $2.4 million at June 30, 1999.  The utilization of
the  net operating loss is subject to limitations in accordance with  382 of the
Internal  Revenue  Code.


--------------------------------------------------------------------------------
NOTE  8  -  RELATED  PARTY  TRANSACTIONS.
--------------------------------------------------------------------------------

At  June  30,  1999,  notes receivable included promissory notes receivable from
related  parties  totaling $109,000.  The maturity dates range from December 15,
1999  to December 15, 2000 with an interest rate of 8%.  Interest income related
to  these notes recorded by the Company was $4,472 and $11,737 for the three and
six  months  ended  June  30,  1999,  respectively.

In  conjunction  with  the  purchase  of Ambler Bingo in March 1998, the Company
issued  a  promissory  note  payable  in the amount of $400,000 to the seller (a
related  party),  as partial consideration for this purchase.  This note payable
is  due  in  monthly installments of $9,765, with an interest rate of 8.0% and a
maturity  date  of  May 2002.  For the three and six months ended June 30, 1999,
the  Company  recognized  $6,232  and $12,920, respectively, of interest expense
related  to  this  obligation.

As a part of the Company's acquisition of Darlington Music Co., Inc, the Company
assumed a related party lease for an office and game machine warehouse facility.
The  lease  is by and between the Company and a former director and officer, and
two  immediate family members of the related party, all of whom are shareholders
of  the  Company.  The  lease  originated on January 15, 1990 for a 15 year term
with monthly rental payments of $3,500.  For the three and six months ended June
30,  1999, the Company has expensed $10,500 and $21,000, respectively for rental
payments  to  the  related  parties  under  this  lease.

As  a part of the acquisition of Gold Strike, Inc. and Lucky 4, Inc. the Company
assumed an operating lease for gaming properties located in South Carolina.  The
lessor  is  a  partnership  in  which  a  shareholder and former director of the
Company  is  a  50%  general  partner.  This  lease  expires November 2001, with
renewal  options.  The monthly rental payments under this lease are $5,270.  For
the  three  and six months ended June 30, 1999, the Company has expensed $15,810
and  $31,620,  respectively, for rental payments to the related party under this
lease.

An  entity  owned  and  managed  by  one  person who is a shareholder and former
director  of  the  Company,  and  a  second  person  who is a shareholder of the
Company,  entered into a three year Agreement with the Company in November, 1998
to operate the Company's non-route video gaming operations at eight video gaming
machine  centers.  In connection with this Agreement, the Company entered into a
lease  or  sublease with the operator at seven of the eight video gaming machine
centers  which  provide  for  the  monthly payment of rent by the operator.  The
Company  has  recognized a benefit of $179,166 for the six months ended June 30,
1999  related  to  these  lease  and  subleases.

In  July  1999,  the  Company entered into an arrangement with a person who is a
shareholder  and  former  director  of  the  Company to manage and supervise the
Company's  bingo operations in South Carolina.  The arrangements provide for the
Company  to  pay the related party $1 per day as consideration for services, and
such future compensation as the Company shall decide in its absolute discretion.
The Company may terminate the arrangement on twenty-four hours notice.  See Note
11.

                                       10
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES
--------------------------------------------------------------------------------

In  July  of  1995  the  Company bought three Florida bingo centers from Phillip
Furtney  and two corporations related to Mr. Furtney (which corporations and Mr.
Furtney  are  referred  to  collectively  for  purposes  of  this  discussion as
"Furtney").  On  June  12,  1997, Furtney filed a lawsuit against the Company in
the  Circuit  Court  in Florida, alleging breach of contract on these purchases.
Furtney  alleged  that  the  Company defaulted on its original purchase note and
stock  obligations  under  the  purchase  agreements.  Furtney  seeks to recover
damages  in  the  amount  of $900,000 related to these allegations.  On July 12,
1997, the Company answered this lawsuit and filed a counterclaim against Furtney
alleging,  among  other  things,  fraud,  negligent misrepresentation, breach of
express  warranties,  contractual  indemnity  and  tortious  interference  with
contractual  rights.  The  Company  believes that it was materially defrauded in
its  purchase  of these three Florida bingo centers from Furtney in that Furtney
made  no  disclosure  to the Company of an ongoing criminal investigation of the
operation  of these bingo centers by the Florida State Attorney General's Office
and  that  Furtney  was fully aware of this investigation.  The State of Florida
temporarily  closed  these three bingo centers, as well as several other centers
formerly owned by Mr. Furtney, in November 1995. The Company re-sold these three
bingo  centers  in December of 1995.  In January 1997, the Company and the State
of  Florida  settled  all matters regarding the Company's previous ownership and
operation of these bingo centers.  The  Company  believes that Furtney's lawsuit
against  the  Company  is  completely  without  merit  and that the Company will
prevail  in  its  counterclaim  against  him.  There can be no assurance of this
result,  however,  and  a  decision  against  the Company  could have a material
adverse  effect  on  the  financial  position  and  operations  of  the Company.

In  1997,  one  of  the Company's subsidiaries was named a defendant (among many
other  video  gaming  operators)  in a legal action in the Federal U.S. District
Court  in  Columbia,  South  Carolina filed by video poker players.  This action
alleges  various  wrongful  acts  by  the defendants, including allegations that
certain  of  the  defendants'  video  gaming  operations  in  South Carolina: i)
comprise  a  lottery,  which  violates  the  state constitution; ii) violate the
state's  daily  net  video  gaming machine payout limit of $125 per player; iii)
violate  the  state's  single  premise  rule  which only allows up to five video
gaming  machines  per  premise;  and iv) violate the state's prohibition against
beer  and  wine  permit  holders  allowing  gambling  or  games  of chance.  The
plaintiffs  in  this  action  are  attempting to have this action certified as a
class  action  lawsuit.  The  plaintiffs  seek  to  recover  the money lost from
playing  video  poker and to restrict or otherwise limit in various respects the
manner  in  which  video gaming operations are conducted in South Carolina.  The
District Judge certified questions for an advisory opinion of the South Carolina
Supreme  Court  regarding whether video gaming constitutes an illegal lottery in
South  Carolina.  The  Supreme  Court issued an opinion in November 1998 stating
that video gaming does not constitute an illegal lottery.  In addition, in April
1999 the District Court ruled that video gaming cash payouts are limited to $125
per  day per player based on the existing law in South Carolina. Other issues in
this  case  are  still pending in the District Court.  The Company believes that
this  action  is completely without merit and will defend itself vigorously.  If
this  case  were  to  be  decided  against  the  Company, it would likely have a
material adverse effect on the financial position and operations of the Company.

On October 9, 1997, Collins Entertainment, Inc., filed a lawsuit in the Court of
Common  Pleas  in Charleston County, South Carolina against the Company, Richard
Henry,  a  former employee and officer of the Company, Wayne Coats and Coats and
Coats  Rental  Amusements.  The  lawsuit  alleges that the defendants engaged in
civil  conspiracy  and  tortiously  interfered  with  the  plaintiff's contract,
violating  the  South Carolina Unfair Trade Practices Act.  The Company believes
that this lawsuit is completely without merit and the Company will defend itself
vigorously.  If  this case were to be decided against the Company, it could have
a  material  adverse  effect  on  the  financial  position and operations of the
Company.

On  September  9, 1998, the Company filed a lawsuit in the Court of Common Pleas
for  the  Fifth Judicial Circuit in Columbia, South Carolina, against two former
directors,  Greg  Wilson  and  Robert  Hersch,  Investors  Associates, Inc., who
previously  served  as  the Company's underwriter, and two former employees, Roy
Stevens  and  Paul  Hermelink.  On  February  26,  1999,

                                       11
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED).
--------------------------------------------------------------------------------

the  Company  and  Greg  Wilson  entered  into a settlement with respect to this
lawsuit  and  other  issues  and  thus Greg Wilson has since been dismissed with
prejudice  from  this  lawsuit.  Also, on April 14, 1999, the Company and Robert
Hersch  entered  into a settlement with respect to this lawsuit and other issues
and  thus  Robert  Hersch  has  since  been  dismissed  with prejudice from this
lawsuit.  The lawsuit seeks to recover both actual and punitive damages, as well
as the return of profits wrongfully obtained and the return of assets, including
common  stock of the Company, wrongfully acquired, pursuant to various causes of
action.

On  April 16, 1999, Steve Carroll and Wilson Reed, individually and on behalf of
S.C.  Music  Masters, Inc., filed a lawsuit in the Court of Common Pleas for the
Ninth  Judicial Circuit in Charleston County, South Carolina against the Company
and  one  of its subsidiaries.  The lawsuit alleges that the defendants breached
fiduciary  duties,  breached  contracts,  engaged  in  various  fraudulent acts,
negligently  made  false  statements and engaged in unfair trade practices.  The
plaintiffs  seek to recover actual and punitive damages of an unspecified amount
or, in the alternative, to recover incidental damages as well as to have certain
contracts  and  transactions  rescinded  or reformed.  The Company believes that
this  lawsuit  is  completely  without  merit and the Company will defend itself
vigorously.  If  this case were to be decided against the Company, it could have
a  material  adverse  effect  on  the  financial  position and operations of the
Company.

On  May  14, 1999, Roy Stevens, a former employee and current shareholder of the
Company,  filed  a lawsuit against the Company, certain of its subsidiaries, and
certain  officers, directors and employees of the Company in the Court of Common
Pleas  for  the Fifth Judicial Circuit in Columbia, South Carolina.  The lawsuit
alleges  that  the  defendants  breached  fiduciary  duties, breached contracts,
maliciously  prosecuted  the  plaintiff,  and  engaged in various fraudulent and
illegal  acts.  The plaintiff seeks to recover actual and punitive damages of an
unspecified  amount,  the  reassignment  of  a  lease  agreement  that secures a
promissory  note  issued  by the Company to the plaintiff and to have a receiver
appointed  to  take  control of the Company during the pendency of this lawsuit.
The  Company  believes  that  the  lawsuit  is  completely without merit and the
Company  will defend itself vigorously.  If this case were to be decided against
the  Company,  it  would  likely have a material adverse effect on the financial
position  and  operations  of  the  Company.

On  July  8,  1999,  Paul  Hermelink,  a former employee of the Company, filed a
lawsuit  in  the  Court  of  Common  Pleas  in  the Eleventh Judicial Circuit in
Lexington  County, South Carolina against the Company and Michael Mims, a former
director and current shareholder of the Company.  The lawsuit alleges defamation
and  slander  for  statements  made  by  Mr.  Mims  in The State newspaper.  The
                                                       ---------
plaintiff seeks to recover actual and punitive damages of an unspecified amount.
The  Company  believes  that  this  lawsuit  is completely without merit and the
Company  will defend itself vigorously.  If this case were to be decided against
the  Company,  it could have a material adverse effect on the financial position
and  operations  of  the  Company.

The  South  Carolina  Department  of Revenue has performed an audit of the state
income  tax returns filed by the Company and its subsidiaries for 1995 and 1996.
As  a  result  of  these  audits,  the Company was notified by the Department of
Revenue  that  the  Company  may have additional tax liability relating to these
audits  for  South  Carolina  state  income  taxes  for 1995 and 1996, including
interest,  of  up  to  $100,000.  The  Company  is  in  the process of providing
additional  information  to the Department of Revenue to support its calculation
of  income taxes for 1995 and 1996.  If this case were to be decided against the
Company,  it  could  have a material adverse effect on the financial position of
the  Company.

Under  the  regulatory requirements in South Carolina, each video gaming machine
("VGM") is required to be connected to the state's computer monitoring system by
February  1, 2000.  Any VGM not connected to this online reporting system by the
deadline  must  be  turned off until it is upgraded and connected to the system.
At  this  time,  the  Company  is attempting to comply with the online reporting
requirements.  It  is  uncertain,  however,  whether the Company will be able to
meet  the February 1, 2000 deadline due to uncertainties facing the video gaming
industry regarding such issues as (i) the timing of the State's certification of
the  various  types  of  machines,  which  certification  must  occur before the
machines  may be connected to the online reporting system, (ii) the availability
of  the  equipment  required  to  upgrade  the VGMs for connection to the online
reporting  system, and (iii) the availability of the public utilities to perform
the  work  necessary to connect the VGMs to the online reporting system.  If the
Company  is  unable  to  meet  the  February  1,  2000  deadline  with

                                       12
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED).
--------------------------------------------------------------------------------

respect  to  some  or  all  of its VGMs, such event would likely have a material
adverse  effect  on  the  financial  position  and  operations  of  the Company.

The  Company  has  identified the equipment that will be required to connect its
existing  VGMs to the online reporting system.  The equipment necessary includes
both  hardware  and  software upgrades.  The Company has allocated approximately
$1.9  million of its 1999 budget to cover these upgrades, including, among other
expenditures,  $700,000  in  VGM  purchases, $600,000 for software upgrades, and
$400,000  for  peripheral  online  connection  equipment.

On  July  2,  1999,  the  Governor of South Carolina signed into law legislation
taxing  and  regulating  video  poker in South Carolina.  The new law requires a
referendum  to  be held on November 2, 1999, in which South Carolina voters will
decide  whether video poker payouts should remain legal.  If video poker payouts
are banned as a result of the referendum, payouts will be illegal after June 30,
2000.  If  video  poker  payouts  are supported by the referendum, however, then
payouts  will remain legal and other provisions in the new law will take effect.
One  provision which would take effect if voters decide to keep payouts legal is
a  25%  tax on net machine income after payouts.  The tax would become effective
beginning  on  December  1,  1999.

If  video  poker  payouts  are  banned  in  South  Carolina  as  a result of the
referendum,  the  Company's financial position and operations will be materially
adversely  affected.  Even if video poker payouts remain legal, however, the new
law  will  likely have a materially adverse effect on the financial position and
operations  of the Company due to the increased taxes and other regulations that
will  be  imposed  on the video poker industry in South Carolina.  See, Note 11.

In  the  normal course of its business, the Company is subject to litigation and
regulatory  assessments  and  fines.  Management of the Company does not believe
any  claims, assessments or fines, individually or in the aggregate, will have a
material adverse effect on the Company's financial position or operations of the
Company,  except  as  otherwise  stated  above.


--------------------------------------------------------------------------------
NOTE  10  -  SEGMENTS
--------------------------------------------------------------------------------

The  Company's  Chief  Operating  Decision Maker ("CODM"), the Chairman and CEO,
evaluates  performance  and  allocates  resources  based on a measure of segment
profit  or  loss  from  operations.

The  Company has identified two operating segments based on the different nature
of  the  services  and  legislative  monitoring  and,  in  general,  the type of
customers for those services.  The video gaming segment represents operations of
the  Company's  video  gaming  machines  in  South  Carolina.  The bingo segment
encompasses  bingo center services provided to charitable organizations in South
Carolina,  Texas  and  Alabama.

A  summary  of  the  segment  financial  information  reported to the CODM is as
follows:

<TABLE>
<CAPTION>
                                             Three  Months  Ended  June  30,  1999
                                    --------------------------  ----------------------------
                                     Video Gaming     Bingo      Adjustment    Consolidated
                                    --------------  ----------  ------------  --------------
<S>                                 <C>             <C>         <C>           <C>
  Revenue                           $   1,968,310   $1,286,935  $   295,397   $   3,550,642
  Depreciation and Amortization           307,998      327,977        3,938         639,913
  Segment profit (loss)                   683,472      301,315   (1,270,049)       (285,262)
  Capital expenditures by segment           1,717      214,807       14,106         230,630
</TABLE>

                                       13
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  10  -  SEGMENTS  (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    Three Months Ended June 30, 1998
                                     ----------------------------  --------------------------------
                                      Video Gaming      Bingo          Adjustment      Consolidated
                                     --------------  ------------  ----------------  --------------
<S>                                  <C>             <C>           <C>               <C>
  Revenue                            $   2,407,881   $ 1,090,255   $       237,960   $   3,736,097
  Depreciation and Amortization            256,860       257,005            59,662         573,527
  Segment profit (loss)                    (19,936)     (642,630)       (1,162,351)     (1,824,917)
  Capital expenditures by segment          554,011        47,285             5,079         606,375

                                                   Six Months Ended June 30, 1999
                                                   -------------------------------
                                      Video Gaming      Bingo         Adjustment      Consolidated
                                     --------------  ------------  ----------------  --------------
  Revenue                            $   3,942,633   $ 2,659,297   $      569,842    $   7,171,772
  Depreciation and Amortization            473,742       257,005         (157,220)       1,367,343
        Segment profit (loss)            1,113,118       431,022       (1,753,180)        (209,040)
  Segment Assets                         6,996,274    11,571,174          565,325       19,132,773
  Capital expenditures by segment          546,289       525,200           17,932        1,089,421

                                                   Six Months Ended June 30, 1998
                                                   -------------------------------
                                      Video Gaming      Bingo         Adjustment      Consolidated
                                     --------------  ------------  ----------------  --------------
  Revenue                            $   5,007,035   $ 2,072,021   $     374,316     $   7,453,372
  Depreciation and Amortization            466,127       448,889          83,312           998,328
  Segment profit (loss)                    621,130      (485,585)     (1,506,237)       (1,370,692)
  Segment Assets                         7,103,189     7,317,293      10,074,095        24,494,577
  Capital expenditures by segment        1,350,653       252,724          13,677         1,617,054
</TABLE>

The  adjustments  represent  video gaming and bingo concession and other income,
depreciation and amortization related to corporate assets, corporate losses, and
corporate  capital  expenditures  to  reconcile segment balances to consolidated
balances.  None  of  the  other  adjustments  are  significant.


--------------------------------------------------------------------------------
NOTE  11  -  SUBSEQUENT  EVENTS.
--------------------------------------------------------------------------------

On  July 2, 1999, the Company announced the resignation of the following members
of  its Board of Directors and members of management:  James L. Hall, formerly a
Director; George M. Harrison, Jr., formerly a Director and Vice President; Andre
M.  Hilliou,  formerly  Chairman  of  the  Board,  President and Chief Executive
Officer;  Michael W. Mims, formerly a Director; Grover C. Seaton III, formerly a
Director;  A. Joe Willis, formerly a Director; Richard M. Kelley, formerly Chief
Financial  Officer, Vice President and Treasurer; and Nancy J. Pollick, formerly
Vice  President  of  Operations.  Each  individual  resigned  from  any  and all
positions  held  with  the  Company  and its subsidiaries.  On July 6, 1999, the
Company announced that at a meeting of the Board of Directors, the Board elected
Jeffrey  L.  Minch  as  a  new  Director to fill a vacancy on the Board, joining
Kenneth  R.  Adams  and  Daniel  W. Deloney on the Board.  At the meeting of the
Board  of Directors, the Board also elected Mr. Deloney as Chairman of the Board
and  President and Chief Executive Officer of the Company.  In addition to these
Board  and  management  changes,  on July 9, 1999, Brock Henning, a former South
Carolina  bingo  area manager, and Connie Ryan, former Controller, resigned from
the  Company.

                                       14
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
JUNE  30,  1999


--------------------------------------------------------------------------------
NOTE  11  -  SUBSEQUENT  EVENTS  (CONTINUED)
--------------------------------------------------------------------------------

On  July  2,  1999,  the  Governor of South Carolina signed into law legislation
taxing  and  regulating  video  poker  in  South  Carolina.  The  law requires a
referendum  to be held on November 2, 1999, in which South Carolina  voters will
decide  whether video poker payouts should remain legal.  If video poker payouts
are banned as a result of the referendum, payouts will be illegal after June 30,
2000.  If  video  poker  payouts  are supported by the referendum, however, then
payouts  will remain legal and other provisions in the new law will take effect.

If  video  poker payouts remain legal, beginning December 1, 1999, the bet limit
will  be $3 per hand and the payout limit will be $500 per sitting.  Video poker
operators  will  only be able to provide the $500 payout to video poker players,
however,  if  the  operators certify to the South Carolina Department of Revenue
before  December 1, 1999, that their machines are prepared for connection to the
Department  of  Revenue  central  monitoring  system  or  they  have ordered the
necessary  equipment  required  for  connection  to the system.  Until then, the
current  law regarding the $125 payout limit will remain in effect.  Pursuant to
the  new  law,  all  video poker machines must be connected to the Department of
Revenue  central  monitoring  system by February 1, 2000, in order to be able to
continue  to operate after that date.  If voters decide to keep payouts legal, a
25%  tax  on net machine income after payouts will become effective beginning on
December  1,  1999.  Under the new law, casinos, which are video poker locations
with  more  than  5  video poker machines, will not be licensed to operate after
July  1,  2004.  After July 1, 2004, casinos may only continue to operate if the
county  in which the casino is operating adopts an ordinance authorizing casinos
to  operate.  No casino may be licensed to operate if it was not in operation on
May  31,  1999.

If  video  poker  payouts  are  banned  in  South  Carolina  as  a result of the
referendum,  the  Company's financial position and operations will be materially
adversely  affected.  Even if video poker payouts remain legal, however, the new
law  will  likely  have  a material adverse effect on the financial position and
operations  of the Company due to the increased taxes and other regulations that
will  be  imposed  on  the  video  poker  industry  in  South  Carolina.

On  July  13,  1999,  the  South  Carolina  Supreme Court ruled that video poker
players  cannot  win more that $125 in a 24-hour period.  In addition, the Court
warned  that  advertising  or  offering  jackpots  over  $125 could be a federal
racketeering  offense.  Advertising or offering jackpots over $125 could also be
criminal  offenses  under  state  law.  The  Court's ruling was issued in a case
filed  by  several  plaintiffs who claim that the activities of some video poker
operators  were  illegal  under  current  South  Carolina  law.  Even though the
Company  is  not a party to this case, the Court's ruling will likely affect the
entire video poker industry in South Carolina and is expected to have a material
adverse  effect  on  the  operations  of  the  Company.

In  July  1999,  the  Company entered into an arrangement with a person who is a
shareholder  and  former  director  of  the  Company to manage and supervise the
Company's  bingo operations in South Carolina.  The arrangements provide for the
Company  to  pay the related party $1 per day as consideration for the services,
and  such  future  consideration  as  the  Company  shall decide in its absolute
discretion.  The  Company  may  terminate  the  arrangement on twenty-four hours
notice.

                                       15
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

American  Bingo  &  Gaming Corp. was formed in 1994 as a Delaware corporation to
consummate  the  acquisition  of  charitable  bingo  centers  and  video  gaming
operations.  The Company operates primarily through wholly-owned subsidiaries in
Texas,  Alabama  and  South  Carolina.  The Company completed its initial public
offering  in  December  of  1994.

The  following  discussion should be read in conjunction with the Company's Form
10-KSB  and  the  consolidated financial statements for the years ended December
31,  1998  and  1997;  the Company's Form 10-QSB for the quarters ended June 30,
1998,  September  30,  1998  and  March 31, 1999; and the consolidated financial
statements and related notes for the period ended June 30, 1999.  The statements
in  this  Quarterly  Report  on  Form  10-QSB  relating  to matters that are not
historical  facts,  including,  but  not  limited  to  statements  found in this
"Management  Discussion  and  Analysis  of  Financial  Condition  and Results of
Operations",  are  forward-looking statements that involve a number of risks and
uncertainties.  Factors  that  could  cause  actual  future  results  to  differ
materially  from those expressed in such forward-looking statements include, but
are  not  limited  to the impact of government regulation and taxation, customer
attendance,  spending, competition, general economic conditions, and other risks
and  uncertainties  as  discussed  in  this Quarterly Report and the 1998 Annual
report  on  Form  10-KSB.

RESULTS  OF  OPERATIONS

The  Company  generated  consolidated revenues of $3.6 million during the second
fiscal  quarter  of  1999, ended June 30, 1999, as compared with $3.7 million in
the  comparable  period  of  the  prior  fiscal year, representing a decrease of
$185,000  or  less  than  5%.  Second  quarter revenues were led by video gaming
operations,  which  produced $2.0 million, or 55% of total revenues, compared to
$2.4 million, or 64%, in the comparable quarter of the prior year.  The decrease
in  video  gaming  revenues was primarily a result of the re-organization of the
free-standing  video  gaming machine ("VGM") operations in the fourth quarter of
1998.  Bingo rental and other revenues totaled $1.6 million, or 45% of revenues,
for  the  second  quarter  of  1999,  compared  to $1.3 million, or 36% of total
revenue,  for  the  second  quarter  of  1998.  Bingo  rental and other revenues
increased  primarily due to seven additional Texas bingo centers which were open
in  the second quarter of 1999 that were not open in the second quarter of 1998.
Approximately  62%  of second quarter revenues were generated in South Carolina,
with  27%  in  Texas  and  11%  in  Alabama,  as compared to second quarter 1998
revenues  of  78%  in  South  Carolina,  11% in Texas, and 11% in Alabama.  This
shifting  of  revenues  by  region  is a reflection of the reorganization of the
free-standing  VGM  operations in South Carolina as well as the additional seven
bingo  halls  in  Texas contributing to operating revenues in the second quarter
1999.  Revenues  for  the first half of 1999 totaled $7.2 million as compared to
$7.5  million  in  the comparable period of the prior fiscal year, a decrease of
282,000 or 4%.  Year-to-date revenues were again led by video gaming operations,
which  comprised  55%  of  total  first  half  1999  revenues.

Total  costs and expenses were $3.9 million in the second quarter of 1999 versus
$5.6  million  in the second quarter of 1998, a decrease of $1.7 million or 31%.
The  decrease  in  total  costs  and expenses is primarily attributable to asset
write-offs  and  charges  of nearly $2.0 million for the second quarter of 1998.
This  decrease was offset by an accrual for severance payments of $580,000 which
was  recorded  in  the  second  quarter of 1999.  See Note 6 to the consolidated
financial  statements.  For  the  first  six  months  of  1999,  total costs and
expenses were $7.4 million versus $8.9 million in the comparable period of 1998,
a  decrease  of  more  than  $1.5 million or a decrease of 17%.  Total costs and
expenses  for the first six months of 1998 include approximately $2.0 million of
non-cash  write-offs  and  charges  recorded  in  the  second  quarter  of 1998.

Depreciation,  amortization  and  license  expense  totaled  $1.3 million in the
second quarter of 1999, an increase of $430,000 from the second quarter of 1998.
For  the  first  six  months  of  1999,  depreciation,  amortization and license
expenses were $2.5 million versus $1.6 million in the comparable period of 1998,
an  increase  of  $900,000 or 55%.  The expense includes the depreciation of the
Company's  South  Carolina video gaming machines and related license expenses as
well  as  the  amortization  of  the  Company's  intangible assets which consist
primarily  of  goodwill  related  to the acquisition of the seven bingo halls in
Texas.

General  and  administrative  charges  totaled $966,000 in the second quarter of
1999,  compared  to  $1.6  million  in  1998.  For the first six months of 1998,
general and administrative expenses were $1.9 million versus $2.6 million in the
comparable  period  of  1998,  a  decrease  of  $742,000  or 29%.  The change is
primarily  due  to  second  quarter  1998  write-offs which include $300,000 for
relocation  and  reorganization  reserves  and  over $200,000 of abnormally high
legal,  travel,  marketing  and  accounting  costs.

Second  quarter  1999  rent  and  utilities for the Company's freestanding video
gamerooms  and  bingo centers totaled $411,000, compared to $1.1 million for the
same  period  in  1998,  a decrease of 62%.  The change is primarily composed of
second  quarter  1998  write-offs  which  include  a  $500,000 accrual for lease
payments  on  unprofitable  and  idle  bingo  centers.  The

                                       16
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS  (CONTINUED)

RESULTS  OF  OPERATIONS  (CONTINUED)

Company  is  continuing  its  efforts  to  minimize rent expenses by subletting,
converting,  or  terminating  leases  for  idle  and  unperforming  properties.

Direct  operating  costs  for  the  second  quarter of 1999 totaled $343,000, as
compared  to $1,478,000 for the same period in 1998, a decrease of approximately
$1.1 million,  or  77%.  This  decrease  in  direct operating costs is primarily
attributable  to second quarter 1998 write-offs and expense reductions resulting
from the reorganization of the Company's freestanding VGM's into route locations
which  occurred  in  the  forth  quarter  of  1998.

Net  other income totaled $50,000 for the second quarter of 1999, as compared to
$83,000  for the second quarter of 1998.  Other income for the second quarter of
1999 included $8,000 received from the liquidation of Company common stock owned
by the former Company president and members of his family in connection with the
settlement  of  lawsuits and other issues between the parties.  Pursuant to this
settlement,  the  Company  received 35,000 shares of Common Stock and realized a
gain  of  $46,000.  See  Note  4.

Net loss for the second quarter of 1999 was ($285,262), which equated to a basic
and fully diluted earnings per share of ($.03).  Net loss for the second quarter
of  1998  was  ($1,824,917), which equated to a basic and fully diluted earnings
per  share of ($.19).  Net loss for the first six months of 1999 was ($209,040),
which  equated  to  a  basic  and fully-diluted earnings per share of ($.02) per
share.  Net  loss  for  the  first  six  months  of 1998 was ($1,370,692), which
equated  to  a  basic  and  fully-diluted  earnings  per  share  of  ($.15).

The weighted average number of basic Common Stock shares outstanding totaled 9.9
million  in  the second quarter of 1999 as compared to 9.5 million in the second
quarter of 1998.  The change is primarily due to the issuance of Common Stock in
the  second  half  of 1998 in connection with the redemption of preferred stock,
the  issuance  of  128,000 shares of Common Stock in October 1998 related to the
acquisition  of  six bingo halls in Texas, and the issuance of 325,000 shares of
Common  Stock  in January 1999 in connection with the exercise of stock options,
less  the  repurchase  of approximately 360,000 shares of Common Stock under the
Company's  buyback  program  during  1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and cash equivalents at June 30, 1999 totaled $4.1 million and represented
approximately  21%  of  the Company's total assets of $19.1 million.  Cash flows
from  operating  activities  for  the  second  quarter  of 1999 totaled $788,000
compared  to  $332,000  during  the  second  quarter  of  1998,  an  increase of
approximately  137%.  Cash  flows  from  operating  activities for the first six
months  of 1999 were comprised of the Company's net loss of ($209,000), adjusted
for  non-cash costs of depreciation, gaming license expense and intangible asset
amortization of $1.4 million, $76,000 related to a decrease in the provision for
uncollectible  receivables,  a gain on receipt of treasury stock, reduced by net
changes  in  operating  assets  and  liabilities  of  approximately  ($402,000).

Net  cash  used  in  investing  activities  for  the  first half of 1999 totaled
$154,000,  compared  to  $1,706,000  in 1998.  Cash used in investing activities
consist  primarily  of  $655,000,  related  to property and equipment purchases,
offset  by  $600,000  from  the  repayment of notes receivable.  Cash flows from
investing  activities  in  the  first  quarter of 1998 were primarily related to
capital  and  intangible  asset  expenditures.

Cash  used  in financing activities for the first half of 1999 totaled $492,000.
Cash  used related to financing activities in 1999 included $806,000 of net cash
paid  to  reduce  notes  payable  and  capital lease obligations.  Cash received
relating  to  financing  activities included $315,000 primarily related to stock
options  exercised  during the first quarter 1999, and stock purchases under the
Employee Stock Purchase Plan.  Cash flows from financing activities in the first
quarter  of  1998  netted  to  a  nominal  amount.

At  June  30,  1999  the  Company  had  $19.1 million in total assets with total
liabilities  of  $3.0  million  and $16.2 million of shareholders equity.  Total
assets  include  $4.1  million  in  cash, $1.3 million of net accounts and notes
receivable,  $6.4  million of property and equipment, $4.4 million of intangible
assets,  $2.3  million  in  prepaid video gaming licenses, and $578,000 of other
assets.  Total  liabilities  primarily  consist  of  notes  and  capital  lease
obligations  of  $2.0  million.

                                       17
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS  (CONTINUED)

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

Net  property  and  equipment  totaled $6.4 million at the end of June 30, 1999.
The  majority  of  property and equipment is comprised of video gaming machines.
Intangible  assets, net of accumulated amortization, totaled $4.4 million at the
end  of  June  30, 1999 and were primarily comprised of goodwill associated with
the  Company's  acquisition  of  seven  bingo  centers  in  Texas  during  1998.

Current  liabilities totaled $1.4 million and long-term liabilities totaled $1.6
million at the end of June 30, 1999.  The majority of liabilities were comprised
of  $2.0  million  of notes payable and capital lease obligations related to the
Company's  acquisition  of  video  gaming  machines.

Current assets totaled $6.7 million at June 30, 1999, providing the company with
working capital of approximately $5.4 million and a current ratio of almost 5 to
1.  Net accounts receivable totaled  $520,000  and  were primarily comprised  of
operating  receivables  and  short-term  advances to video gaming route location
owners.  Total  current  notes  receivable,  less  provision  for  doubtful
collectability,  totaled  $520,000  at  June  30,  1999.  Note  receivables  are
primarily  comprised  of  a note balance due on the Company's sale of  a Florida
bingo  center  at  the  end  of 1995, and notes receivable with related parties.
Total  prepaid  licenses  of  $2.3  million represent the Company's portfolio of
video gaming licenses for VGM's in South Carolina.  Video gaming parts and bingo
supplies  are  expensed  at  the  time  of  purchase,  therefore no inventory is
recorded  for  operations.

The  Company's  ongoing  operational  funding  requirements include video gaming
licenses  on  new  and  existing  machines which are funded by cash at a cost of
$4,000  for  a two year license and is required for each of the Company's VGM's.
The  operating lease obligations of the Company's bingo segment will continue to
use cash derived from operations and the Company expects to renegotiate existing
leases,  where  possible,  and  to structure future lease obligations consistent
with  expected  future  cash  flows from the leased center's operations and fair
market  rental  rates.

YEAR  2000  ISSUE

The  Company  has  conducted  a  comprehensive review of its computer systems to
identify  potential  problems that could be caused by the Year 2000 issue.  This
issue  is  the  result  of  computer programs that were written using two digits
rather  than  four to define the applicable year.  Such programs may recognize a
date  using "00" as the year 1900 rather than year 2000, which could result in a
system  failure  or miscalculation.  Management currently believes that the Year
2000  issue  will  not  pose  significant operational problems for the Company's
computer  systems  or result in significant costs to become Year 2000 compliant.
However,  if  the  Company's  computer systems were subject to undetected system
failures  or  operational problems resultant from the Year 2000 issue, there can
be  no  assurance  that  any one or more such failures would not have a material
adverse  effect  on  the  Company.  The  Company  has  completed  the process of
certifying  that  the  vendors  and  suppliers  of  its  critical components and
services  are Year 2000.  The Company intends to rely on Year 2000 compliance on
the  part  of  public  utility  providers  and  all  state  and local regulatory
agencies,  although  non-compliance by those entities could materially adversely
affect  the  Company's  financial  condition  and  operations.

                                       18
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

For  a  discussion  of  material  pending  legal  proceedings, see Note 9 to the
unaudited  Consolidated  Financial  Statements  included in Part I hereof, which
Note  9  is  incorporated  herein  by  reference.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  Company  held  its Annual Meeting of Stockholders on May 27, 1999, at which
meeting  all  seven  of  management's  nominees  for the Board of Directors were
elected  for a one-year term.  The individuals elected were as follows:  Kenneth
R.  Adams,  receiving  7,619,322  votes for and 1,627,127 votes against, with no
votes  abstaining;  James  L.  Hall  receiving 7,619,322 votes for and 1,627,127
votes  against,  with  no  votes  abstaining;  George M. Harrison, Jr. receiving
7,619,322 votes for and 1,627,127 votes against, with no votes abstaining; Andre
M.  Hilliou  receiving  7,619,322 votes for and 1,627,127 votes against, with no
votes  abstaining;  Michael  W. Mims receiving 7,426,339 votes for and 1,820,110
votes  against,  with  no  votes  abstaining;  Grover  C.  Seaton, III receiving
7,435,799  votes  for and 1,810,650 votes against, with no votes abstaining; and
A. Joe Willis receiving 7,617,014 votes for and 1,629,435 votes against, with no
votes  abstaining.

At the meeting, management's proposal to approve the Company's Stock Option Plan
was  approved with 2,949,001 votes for, 2,596,060 votes against and 39,416 votes
abstaining.  Management's  proposal  to ratify the appointment of King Griffin &
Adamson  P.C. as independent auditors for the 1999 fiscal year was also approved
with  7,569,701 votes for, 1,552,168 votes against and 124,580 votes abstaining.

Management  had  solicited  votes  to  amend  the  Company's  Certificate  of
Incorporation  and Bylaws to divide the Board of Directors into two classes.  At
the  meeting,  management  made a motion to table this proposal, which motion to
table  was  approved with 3,027,310 votes for and 779,100 votes against, with no
votes  abstaining.  Management  had  also solicited votes to amend the Company's
Certificate  of  Incorporation  to include stockholder licensing provisions.  At
the  meeting,  management  made a motion to table this proposal, which motion to
table  was  approved with 3,051,810 votes for and 754,600 votes against, with no
votes  abstaining.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS.

3.1      Amended  and  Restated  Bylaws  of  the  Company.

10.1     American  Bingo  &  Gaming  Corp.  Stock  Option  Plan.

10.2     Severance Agreement with James L. Hall dated July 1, 1999 (incorporated
         by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by
         the  Company  on  July  22,  1999).

10.3     Severance  Agreement  with  George  M.  Harrison Jr. dated July 2, 1999
         (incorporated  by  reference  to  Exhibit 10.2 of the Current Report on
         Form  8-K  filed  by  the  Company  on  July  22,  1999).

10.4     Severance  Agreement  with  Andre  M.  Hilliou  dated  July  2,  1999
         (incorporated  by  reference  to  Exhibit 10.3 of the Current Report on
         Form  8-K  filed  by  the  Company  on  July  22,  1999).

10.5     Severance  Agreement  with  Michael  W.  Mims  dated  July  2,  1999
         (incorporated  by  reference  to  Exhibit 10.4 of the Current Report on
         Form 8-K  filed  by  the  Company  on  July  22,  1999).

10.6     Severance  Agreement  with  Grover  C.  Seaton  III dated June 30, 1999
         (incorporated  by  reference  to  Exhibit 10.5 of the Current Report on
         Form  8-K filed  by  the  Company  on  July  22,  1999).

10.7     Severance  Agreement  with  Richard  M.  Kelley  dated  July  2,  1999
         (incorporated  by  reference  to  Exhibit 10.6 of the Current Report on
         Form  8-K  filed  by  the  Company  on  July  22,  1999).

10.8     Severance  Agreement  with  Nancy  J. Pollick  dated  July  2,  1999
         (incorporated  by  reference  to  Exhibit 10.7 of the Current Report on
         Form  8-K  filed  by  the  Company  on  July  22,  1999).

                                       19
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K  (CONTINUED)

27.1     Financial  Data  Schedule  (for  SEC  use  only).

(B)     REPORTS  ON  FORM  8-K.

There  were no reports on Form 8-K filed by the Company during the quarter ended
June  30,  1999.

                                       20
<PAGE>
                                   SIGNATURES

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


                                  American  Bingo  &  Gaming  Corp.


                                  August  10,  1999


                                  By:

                                  /s/  Daniel  W.  Deloney
                                  ------------------------
                                  Daniel  W.  Deloney
                                  Chairman  of  the  Board,  President
                                  and  Chief  Executive  Officer


                                  /s/  Larry  D.  Kasufkin
                                  ------------------------
                                  Larry  D.  Kasufkin
                                  Secretary  and  Treasurer

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                   INDEX TO EXHIBITS

Exhibit Sequential
Number  Description                                                                                          Page Number
------  -----------                                                                                          -----------
<C>     <S>                                                                                                  <C>
   3.1  Amended and Restated Bylaws of the Company.

  10.1  American Bingo & Gaming Corp. Stock Option Plan.

  10.2  Severance Agreement with James L. Hall dated July 1, 1999 (incorporated by reference to
        Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  10.3  Severance Agreement with George M. Harrison, Jr. dated July 2, 1999 (incorporated by
        reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  10.4  Severance Agreement with Andr  M. Hilliou dated July 2, 1999 (incorporated by reference
        to Exhibit 10.3 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  10.5  Severance Agreement with Michael W. Mims dated July 2, 1999 (incorporated by reference
        to Exhibit 10.4 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  10.6  Severance Agreement with Grover C. Seaton III dated June 30, 1999 (incorporated by
        reference to Exhibit 10.5 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  10.7  Severance Agreement with Richard M. Kelley dated July 2, 1999 (incorporated by
        reference to Exhibit 10.6 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  10.8  Severance Agreement with Nancy J. Pollick dated July 2, 1999 (incorporated by reference
        to Exhibit 10.7 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

  27.1  Financial Data Schedule (for SEC use only).
</TABLE>

<PAGE>