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 SEPTEMBER 30, 1998

                                       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 October 29, 1998, the Issuer had 9,489,877 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)

September 30, 1998
-----------------------------------------------------------------------------        
ASSETS
<S>                                                                            <C>
Current Assets:
    Cash and cash equivalents                                                  $ 6,421,643 
    Accounts receivable                                                          1,221,547 
    Notes receivable - current, net ($81,999 to related parties)                   298,496 
    Prepaid License expense - current                                            1,569,392 
    Prepaid expenses                                                               556,535 
-----------------------------------------------------------------------------  ----------- 
Total Current Assets                                                            10,067,613 

Property and Equipment, net                                                      5,887,978 

Other Assets:
    Notes receivable - long term, net ($468,654 to related parties)              1,020,720 
    Prepaid license expense, net of current portion                                186,262 
    Intangible assets, net                                                       2,795,889 
    Other non-current assets                                                       315,590 
-----------------------------------------------------------------------------  ----------- 
Total Other Assets                                                               4,318,461 

TOTAL ASSETS                                                                   $20,274,052 
=============================================================================  =========== 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                                      $   520,763 
    Note payable - current                                                         674,858 
-----------------------------------------------------------------------------              
    Capital leases payable - current                                               416,493 
-----------------------------------------------------------------------------  ----------- 
Total Current Liabilities                                                        1,612,114 

Long-term Liabilities:
    Note payable, net of current portion                                           851,854 
    Capital leases payable, net of current portion                                 225,855 
-----------------------------------------------------------------------------  ----------- 
Total Long-term Liabilities                                                      1,077,709 

Stockholders' Equity:
    Preferred stock, $.01 par value, authorized 1,000,000 shares, issued and
      outstanding 300 shares, liquidation preference of $1,000 per share                 3 
    Common stock, $.001 par value, authorized 20,000,000 shares,
      issued 9,849,177 shares                                                        9,849 
    Additional paid-in-capital                                                  23,420,873 
    Treasury stock - 359,300 shares                                             (1,075,296)
    Accumulated deficit                                                         (4,771,200)
-----------------------------------------------------------------------------  ----------- 
Total Stockholders' Equity                                                      17,584,229 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $20,274,052 
=============================================================================  =========== 
</TABLE>

See  notes  to  consolidated  financial  statements.                           1
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  (UNAUDITED)

Three Months Ended September 30,                                     1998         1997
----------------------------------------------------------------  -----------  -----------
<S>                                                               <C>          <C>
REVENUES:
    Video gaming                                                  $2,551,380   $2,458,407 
    Bingo                                                          1,446,919      839,094 
    Other                                                            285,496      145,410 
                                                                  -----------  -----------

TOTAL REVENUES                                                     4,283,795    3,442,911 


COSTS AND EXPENSES:
    Direct salaries and other compensation                           693,953      558,210 
    Rent and utilities                                               554,483      460,161 
    Direct operating costs                                           691,768      403,048 
    Depreciation, amortization and license expense                   915,541      372,767 
    General and administrative                                       926,520      947,194 
                                                                  -----------  -----------

TOTAL COSTS AND EXPENSES                                           3,782,265    2,741,380 
----------------------------------------------------------------  -----------  -----------


OPERATING INCOME                                                     501,530      701,531 


OTHER INCOME AND EXPENSES:
    Interest income                                                   50,684       52,052 
    Other income                                                      34,429        3,707 
    Interest and other expense                                       (95,856)     (29,032)
                                                                  -----------  -----------

TOTAL OTHER INCOME AND EXPENSES                                      (10,743)      26,727 
----------------------------------------------------------------  -----------  -----------


INCOME BEFORE TAXES                                                  490,787      728,258 


PROVISION FOR INCOME TAXES                                           111,450       10,899 
----------------------------------------------------------------  -----------  -----------




NET INCOME                                                        $  379,337   $  717,359 
================================================================  ===========  ===========


EARNINGS PER SHARE:

    Basic                                                         $      .04   $      .10 
    Diluted                                                       $      .04   $      .08 


    Weighted average shares outstanding                            9,325,499    7,283,043 
    Weighted average shares outstanding - assuming full dilution   9,878,404    8,773,255 
</TABLE>

See  notes  to  consolidated  financial  statements.                           2
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  (UNAUDITED)

Nine Months Ended September 30,                                        1998         1997
-----------------------------------------------------------------  ------------  -----------
<S>                                                                <C>           <C>
REVENUES:
    Video gaming                                                   $ 7,597,009   $7,277,229 
    Bingo                                                            3,519,940    2,302,574 
    Other                                                              620,217      331,442 
                                                                   ------------  -----------

TOTAL REVENUES                                                      11,737,166    9,911,245 


COSTS AND EXPENSES:
    Direct salaries and other compensation                           1,840,454    1,393,229 
    Rent and utilities                                               2,142,412    1,134,235 
    Direct operating costs                                           2,484,620    1,266,965 
    Depreciation, amortization and license expense                   2,507,641    1,091,039 
    General and administrative                                       3,519,188    2,784,499 
                                                                   ------------  -----------

TOTAL COSTS AND EXPENSES                                            12,494,315    7,669,967 
-----------------------------------------------------------------  ------------  -----------


OPERATING INCOME (LOSS)                                               (757,149)   2,241,278 


OTHER INCOME AND EXPENSES:
    Interest income                                                    351,573      166,284 
    Other income                                                       148,327       55,743 
    Interest and other expense                                        (507,754)     (83,934)
                                                                   ------------  -----------

TOTAL OTHER INCOME AND EXPENSES                                         (7,854)     138,093 
-----------------------------------------------------------------  ------------  -----------


INCOME (LOSS) BEFORE TAXES                                            (765,003)   2,379,371 


PROVISION FOR INCOME TAXES                                             226,352      148,984 
-----------------------------------------------------------------  ------------  -----------




NET INCOME (LOSS)                                                    ($991,355)  $2,230,387 
=================================================================  ============  ===========

EARNINGS (LOSS) PER SHARE:

    Basic                                                                ($.12)  $      .31 
    Diluted                                                              ($.12)  $      .29 


    Weighted average shares outstanding                              9,207,403    7,085,223 
    Weighted average shares outstanding - assuming full dilution     9,207,403    7,710,779 
</TABLE>

See  notes  to  consolidated  financial  statements.                           3
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)

Nine Months Ended September 30,                                    1998          1997
-------------------------------------------------------------  ------------  ------------
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                                            ($991,355)  $ 2,230,387 

    Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:

    Depreciation, amortization and license expense               2,507,641     1,091,039 
    Non-cash write-offs and charges                              1,170,698           --- 
    Changes in operating assets and liabilities, net            (1,112,817)     (584,685)
-------------------------------------------------------------  ------------  ------------


NET CASH PROVIDED BY OPERATING ACTIVITIES                        1,574,167     2,736,741 

CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital and intangible expenditures                         (1,792,385)   (1,746,374)
    Acquisition of subsidiary                                     (500,000)          --- 
    License expenditures                                        (2,221,417)   (1,952,543)
    Collection of notes receivable                                 214,587       109,727 
    Issuance of notes receivable                                  (308,000)      (25,000)
    Other non-current assets                                        33,133       276,432 
-------------------------------------------------------------  ------------  ------------


NET CASH USED IN INVESTING ACTIVITIES                           (4,574,082)   (3,337,758)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from notes payable                                        ---       438,042 
    Payments on notes and leases                                  (577,870)     (625,280)
    Issuances under employee stock option and purchase plans        43,560       437,524 
    Proceeds from issuance of preferred stock                          ---     1,829,900 
    Payments of warrant financing costs                            (10,323)          --- 
    Repurchase of common stock                                  (1,075,296)          --- 
    Cash paid in connection with preferred stock conversions      (812,365)          --- 
    Dividend payments to preferred stockholders                    (83,010)          --- 
    Owner withdrawals from acquired businesses                         ---      (614,939)
-------------------------------------------------------------  ------------  ------------


NET CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES           (2,515,304)    1,465,247 

NET INCREASE / (DECREASE) IN CASH                               (5,515,219)      864,230 

CASH - BEGINNING OF YEAR                                        11,936,862     1,373,057 
-------------------------------------------------------------  ------------  ------------

CASH - END OF PERIOD                                           $ 6,421,643   $ 2,237,287 
=============================================================  ============  ============
</TABLE>

See  notes  to  consolidated  financial  statements.                           4
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998

--------------------------------------------------------------------------------
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 nine month periods
ended  September 30, 1998 are not necessarily indicative of the results that may
be  expected for the fiscal year ending December 31, 1998. 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,  1997.


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


Property  and  Equipment  at  September  30,  1998  consists  of  the following:
     Land                                             $   189,671
     Buildings  and  improvements                         379,342
     Leasehold  improvements                            2,244,771
     Video  gaming  machines  and  bingo  equipment     6,297,548
     Equipment,  furniture  and  fixtures                 874,984
     Automobiles                                          302,425
                                                       ----------
                     Sub-total                                      10,288,741
     Accumulated  depreciation  and  amortization                   (4,400,763)
                                                                    -----------
     Property  and  Equipment,  net                                 $5,887,978
                                                                    ===========


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


Intangible  Assets  at  September  30,  1998  consist  of  the  following:
     Goodwill                     $3,387,019
     Covenants  not  to  compete     228,891
                                  ----------
            Sub-total                          3,615,910
     Accumulated  amortization                  (820,021)
                                               -----------
     Intangible  Assets,  net                 $2,795,889
                                               ===========

                                                                               5
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998


--------------------------------------------------------------------------------
NOTE  4  INCOME  TAXES
--------------------------------------------------------------------------------


The  Company recorded approximately $111,000 and $226,000 of income tax expense,
respectively, for the three and nine month periods ended September 30, 1998. The
Company  does  not  expect  to  incur  material income tax liabilities until the
depletion  of  its  accumulated  federal  income  tax  loss carryforwards, which
totaled  approximately  $2.2  million  at  the  end  of  1997.


--------------------------------------------------------------------------------
NOTE  5  WRITE-OFFS  AND  CHARGES
--------------------------------------------------------------------------------


The  Company  recorded  approximately  $2.0  million  of  asset  write-downs,
reorganization  charges,  reserves  for  future  losses for idle or unprofitable
bingo  centers  and  other  unusual  items  in  the second quarter of 1998.  The
Company's  new  management  determined that certain write-offs and reserves were
necessary  to  reduce  non-performing  assets  to  their  net realizable values.

Third  quarter  expenses incurred of $190,000 for management reorganizations and
$121,000  of  rent expense were applied against the established reserves.  There
were  no  significant  asset write-downs, charges, or other unusual items in the
third  quarter of 1998.  Although there can be no assurance, management does not
expect  to  incur  further  material  write-downs  or charges in the foreseeable
future.


--------------------------------------------------------------------------------
NOTE  6  SHAREHOLDERS'  EQUITY
--------------------------------------------------------------------------------


The Company has issued approximately 562,000 shares since the beginning of 1998,
including  427,000 shares issued for preferred stock conversions.  The Company's
share  issuances  have been partially offset by the repurchase of 359,300 common
shares  for  $1,075,296  through  its  stock buyback program, which began in the
second quarter of 1998.  The Company's Board of Directors authorized the Company
to  purchase  up  to  1.0  million  shares of its common stock in open market or
privately-negotiated  transactions  over  an  unlimited  period  of  time.



--------------------------------------------------------------------------------
NOTE  7  LINE  OF  CREDIT
--------------------------------------------------------------------------------


The  Company  has  a  margin  line of credit with Merrill Lynch which allows the
Company  to  borrow  up  to  50% of its marginable investments held with Merrill
Lynch  on this line.  During the third quarter of 1998, the Company sold all but
$8,000  of the marginable investments previously held with Merrill Lynch and the
line  of  credit  borrowings  previously  exercised  by  the  Company  have been
completely  satisfied.

                                                                               6
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998


--------------------------------------------------------------------------------
NOTE  8  EARNINGS  (LOSS)  PER  SHARE
--------------------------------------------------------------------------------


In  accordance  with  Statement of Financial Accounting Standards - 128 Earnings
per  share,  basic  earnings  per  share is computed by dividing net income less
preferred dividends, by the weighted average number of common shares outstanding
during  the  period.  Diluted  earnings  per share reflects the effect of common
stock  equivalents  and  other  potentially  dilutive  securities,  thus,  stock
options, warrants, and preferred share conversions, where dilutive, are included
in  the  computation  of  diluted  earnings  per share.  All previously reported
earnings  per  share amounts have been restated to comply with the provisions of
SFAS  -  128.  The  Company  sustained a loss from operations for the nine month
period ended September 30, 1998, therefore, in accordance with SFAS 128, diluted
earnings  per share are computed in the same manner as basic earnings per share.
A  reconciliation  of  basic to diluted earnings (loss) per share is as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,                             1998                      1997
-----------------------------------------------  ----------------------------  ----------------------
Basic                                               Diluted         Basic       Diluted
<S>                                              <C>            <C>            <C>         <C>
Numerator:
-----------------------------------------------                                                      
  Net Income                                     $    379,337   $    379,337   $  717,359  $  717,359
  less Preferred Dividends                            (21,902)           ---          ---         ---
Income Available to Common Stockholders          $    357,435   $    379,337   $  717,359  $  717,359
-----------------------------------------------  -------------  -------------  ----------  ----------

Denominator:
-----------------------------------------------                                                      
  Weighted Average Shares Outstanding               9,325,499      9,325,499    7,283,043   7,283,043
  add Common Stock Equivalents                            ---        552,905          ---   1,490,212
Weighted Average Shares Outstanding                 9,325,499      9,878,404    7,283,043   8,773,255

Earnings Per Share                               $        .04   $        .04   $      .10  $      .08


NINE MONTHS ENDED SEPTEMBER 30,                             1998                        1997
-----------------------------------------------  ----------------------------  ----------------------
               Basic                             Diluted        Basic          Diluted
Numerator:
-----------------------------------------------                                                      
  Net Income (Loss)                                 ($991,355)     ($991,355)  $2,230,387  $2,230,387
  add Preferred Dividends                             (83,010)       (83,010)         ---         ---
Income (Loss) Available to Common Stockholders    ($1,074,365)   ($1,074,365)  $2,230,387  $2,230,387
-----------------------------------------------  -------------  -------------  ----------  ----------

Denominator:
-----------------------------------------------                                                      
  Weighted Average Shares Outstanding               9,207,403      9,207,403    7,085,223   7,085,223
  add Common Stock Equivalents                            ---            ---          ---     625,556
Weighted Average Shares Outstanding                 9,207,403      9,207,403    7,085,223   7,710,779

Earnings (Loss) Per Share                               ($.12)         ($.12)  $      .31  $      .29
</TABLE>

                                                                               7
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998


--------------------------------------------------------------------------------
NOTE  9  CONTINGENCIES
--------------------------------------------------------------------------------


In  July  of  1995  the  Company  acquired  three  Florida bingo centers from an
individual  (seller),  and  in  December of 1995 the Company re-sold these three
bingo  centers. In June of 1997, the seller filed a lawsuit against the Company,
alleging  breach of contract on these purchases and default on purchase note and
stock  obligations  per  sales  agreements.  In July of 1997 the Company filed a
counterclaim  against  the  seller,  alleging  fraud,  negligent representation,
breach  of  contract  and  other charges related to the Company's purchase.  The
Company  believes  that  the  seller's lawsuit against the Company is completely
without  merit and that the Company will prevail in its counterclaim against the
seller.  There can be no assurance of this result, however, and a final 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. 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  District Judge certified
questions  for  an advisory opinion of the South Carolina Supreme Court and oral
arguments  were  heard  by the state Supreme Court in April of 1998. The Supreme
Court  has  not yet rendered its decision. 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.

In  1997,  the  South  Carolina Department of Revenue and the South Carolina Law
Enforcement  Division  brought  a  declaratory  judgment  action against various
organizations  whose  members  have  beer  and wine permits and also offer video
poker  for  play.  The  suit  was also brought against certain businesses in the
video  poker  industry.  Neither  the  Company  nor  any  subsidiary  is a named
defendant  in  this  case. The plaintiffs have styled the case as a class action
and have requested that the court declare that the South Carolina Code prohibits
beer  and  wine  from  being  sold  at  establishments  that provide video poker
machines  for  play.  At  issue in the case is whether a specific South Carolina
statute  (S.C. Code Section 61-4-580(3)) prohibits a beer and wine permit holder
from also offering video poker for play. The plaintiffs have filed a motion that
the  case  be  certified  as  a class action and have filed a motion for summary
judgment. The defendants are vigorously defending the case. If this case were to
be  decided  in  favor  of  the  Department  of  Revenue, it would likely have a
material adverse effect on the financial position and operations of the Company.
The Company continues to monitor all legislative and judicial developments which
may  affect  the  Company.

Additionally,  on  June  30,  1998,  the  South  Carolina  Department of Revenue
announced  that  as  of  August  1, 1998, it would no longer allow beer and wine
permits  at  any  location  which  also  offers  video  poker,  based  on  its
interpretation  of  the  South  Carolina  statute  noted above.  However, in two
separate  state  court  cases,  two  state  Circuit  Court  judges  have entered
injunctions  prohibiting  the  Department  of  Revenue  from  enforcing  its
interpretation  of  the South Carolina statute at issue at the current time.  It
is  currently anticipated that neither court will issue a final decision on this
issue  for  some  time.  If  this  issue  were  to  be  decided  in favor of the
Department  of  Revenue,  it  would likely have a material adverse effect on the
financial  position  and  operations  of  the  Company.

                                                                               8
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998


--------------------------------------------------------------------------------
NOTE  9  CONTINGENCIES  (CONTINUED)
--------------------------------------------------------------------------------


On  September  9, 1998, the Company filed a lawsuit in Columbia, South Carolina,
against  two  former  directors,  Greg  Wilson  and  Robert  Hersch,  Investors
Associates,  Inc., which previously served as the Company's underwriter, and two
former  employees.  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.  The  lawsuit alleges, among other things, that the
defendants  either  wasted,  misappropriated, diverted and / or acquired certain
assets  of  the  Company  without  payment of consideration to the Company, that
defendants  Wilson,  Hersch  and  Investor  Associates acquired warrants for the
Company's  common  stock  issued by the Company for which the defendants did not
pay  consideration,  and that defendants Wilson and Hersch acquired common stock
from the Company for which the defendants failed to pay any consideration to the
Company.  Upon  motion of the defendants, this lawsuit was removed to the United
States  District  Court for the District of South Carolina.  The defendants have
filed  motions  to  dismiss  the  complaint and the Company has filed motions to
remand  the  case  back to state court.  A hearing on these motions is scheduled
for  December  1998.

On September 30, 1998, Greg Wilson and various family members filed suit against
the  Company  in  the  Court  of  Chancery  for  the State of Delaware seeking a
declaratory judgment that the issuance of certain shares of the Company's common
stock  to  the plaintiffs and the issuance of certain warrants to the plaintiffs
were  in  all  respects  proper  and  that  the  stock issued thereby was and is
properly  issued  and  outstanding.  Wilson  also  seeks an order rescinding the
merger  transaction by which the Company acquired the stock of four wholly-owned
subsidiaries  which  currently  operate  bingo halls, in return for which Wilson
will  return  the consideration received in such merger - shares of common stock
of  the Company.  This lawsuit and the lawsuit noted above involving Greg Wilson
are in the early stages and in fact discovery has not yet commenced with respect
to  either  of  these  lawsuits.


--------------------------------------------------------------------------------
NOTE  10  RELATED  PARTY  TRANSACTIONS
--------------------------------------------------------------------------------


At  September  30, 1998, the Company holds four promissory notes receivable from
related  parties  totaling $550,653 with a current receivable balance of $81,999
and  a  long-term  receivable  balance  of  $468,654.  For the nine months ended
September  30,  1998  the  Company  recognized  $21,637 of interest income.  The
interest  rates range from 7.0% - 8.0% with maturity dates ranging from December
15,  1998  and  May  31,  2001.

In  December  1997,  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
Company  Director  and  Officer, and two immediate family members of the related
party.  The lease originated on January 15, 1990 for a 15 year term with monthly
rental  payments  of  $3,500.  For the nine months ended September 30, 1998, the
Company  has  expensed  $31,500 for rental payments to the related parties under
this  lease.


                                                                               9
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998


--------------------------------------------------------------------------------
NOTE  10  RELATED  PARTY  TRANSACTIONS  (CONTINUED)
--------------------------------------------------------------------------------


As  a  part  of the Company's acquisition of Gold Strike, Inc. and Lucky 4, Inc.
the  Company  assumed  an  operating  lease  for  gaming properties located in a
shopping  center  in  Edgefield  County,  South  Carolina.  The  lease is by and
between  the  Company and a general partnership, of which a Director and Officer
of  the Company is a 50% general partner.  In connection with the reorganization
of  the  Company's  video  gaming  operation  as discussed below, this lease was
renegotiated.  This  lease  now  expires on November 8, 2001, although there are
certain  potential renewal options for the Company.  The monthly rental payments
under  this lease are $5,270.  For the nine months ended September 30, 1998, the
Company has expensed $63,246 for rental payments to the related party under this
lease.

On  November  9,  1998,  the Company reorganized its South Carolina video gaming
operations  by  entering  into a three year Master Coin Machine Agreement with a
third  party  operator  that  will  serve  to  outsource  the  operations of the
Company's non-route video gaming operations at eight video game machine centers.
The  third  party  operator  is  Mims  & Dye Enterprises, LLC which is owned and
managed by Michael Mims, a director, shareholder and former officer and employee
of the Company, and Danny Dye, a shareholder and former employee of the Company.
Under the terms of the Agreement, the Company has agreed to provide video gaming
machines  to be used at the centers in exchange for a fixed percent of the total
gross revenues earned from those operations.  In addition, at seven of the eight
centers  the  Company  has  entered into a lease or a sublease with the operator
which  provides  for  the  monthly  payment  of rent by the operator.  Under the
Agreement, the Company retains ownership of the underlying video gaming machines
and  all related assets.  In connection with the execution of the Agreement, the
Company  loaned  to  the  operator  $70,000  to  be  repaid in full with accrued
interest  six  months  thereafter,  which  Promissory  Note  is  unsecured  but
guaranteed  individually  by  Mr.  Mims and Mr. Dye.  The interest rate for this
loan  is  prime  plus  2%.



--------------------------------------------------------------------------------
NOTE  11  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
Nine Months Ended September 30,                                             1998       1997
------------------------------------------------------------------------  --------  ----------
<S>                                                                       <C>       <C>
Cash payments for the period:

    Interest                                                              $251,563  $   11,212
                                                                          ========  ==========

    Income taxes                                                          $404,531  $  182,512
                                                                          ========  ==========

Non-Cash Transactions for the period:

    Acquisition of subsidiary in exchange for notes payable               $400,000  $  400,000
                                                                          ========  ==========

    Acquisition of property and equipment in exchange for notes payable        ---  $1,093,140
                                                                                    ==========

    Acquisition of property and equipment in exchange for capital leases       ---  $  563,812
                                                                                    ==========

    Acquisition of subsidiary in exchange for common stock                $ 90,000  $  256,250
                                                                          ========  ==========

    Issuance of common stock for employment and services                       ---  $  133,822
                                                                                    ==========
</TABLE>


--------------------------------------------------------------------------------
NOTE  12  CURRENT  AND  PENDING  ACCOUNTING  CHANGES
--------------------------------------------------------------------------------


In  April  1998,  the  Accounting  Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position No. 98-5,
"Reporting  on  the  Costs of Start-up Activities" (SOP 98-5).  SOP 98-5 will be
effective  for  all  transactions  entered  into  by  the  Company subsequent to
December 31, 1998.  The Company is currently evaluating the impact that SOP 98-5
will  have  on  reporting  on  the  costs  of  start-up  activities entered into
subsequent  to  December  31,  1998.

In  June  1998, the Financial Accounting Standards Board issued Standard No. 133
"Accounting  for  Derivative  Instruments and Hedging Activities."  The Standard
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments  embedded  in  other  contracts,
(collectively  referred  to as derivatives) and for hedging activities.  The new
Standard  is  effective  for  all  fiscal quarters of all fiscal years beginning
after  June  15,  1999.  The  Company  does  not  expect the adoption of the new
Standard  to  have  a  material  impact  on its financial position or results of
operations.

                                                                              11
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
SEPTEMBER  30,  1998


--------------------------------------------------------------------------------
NOTE  13  SUBSEQUENT  EVENTS
--------------------------------------------------------------------------------


On  October  30,  1998  the Company announced that it successfully completed the
acquisition of six established bingo centers in Texas.  Three of the centers are
in  Lubbock,  two  in  Amarillo and one in Odessa.  The total purchase price for
this  acquisition  was  approximately  $3.0  million; $200,000 of Company Common
Stock  and  approximately  $2.8  million  cash.

On  November  9,  1998  the  Company reorganized its South Carolina video gaming
operations.  The Company entered into a three year Master Coin Machine Agreement
with  a  third party operator that will serve to outsource the operations of the
Company's non-route video gaming operations at eight video game machine centers.
Under the Agreement the Company has agreed to provide the video game machines to
be used at these video game centers and to lease or sublease such centers to the
operator  where  appropriate.  In  return,  the  Company  will  receive  a fixed
percentage  of  the  gross  revenues earned from those operations.  The operator
assumed  all  financial  responsibility and liability for these operations under
the  November 9, 1998 Agreement, while the Company retained all ownership rights
to  the  underlying  video  game  machines  and  all  related  assets.

                                                                              12
<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 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, 1997 and December 31, 1996; the Company's Form 10-QSB for the quarters ended
March  31, 1997, June 30, 1997, September 30, 1997,  March 31, 1998 and June 30,
1998;  and  the  consolidated  financial  statements  and related notes, for the
period  ended September 30, 1998, found elsewhere in this report. 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  and  spending,  competition,  general economic conditions, and other
risks  and  uncertainties  as  discussed  in  this Quarterly Report and the 1997
Annual  Report  on  Form  10-KSB.

RESULTS  OF  OPERATIONS

(Note: 1997 results have been restated to incorporate 1997 pooled transactions.)
The  Company  generated  consolidated  revenues of $4.3 million during the third
fiscal  quarter  of 1998, ended September 30, as compared to $3.4 million in the
comparable period of the prior fiscal year, representing an increase of $842,000
or  24%.  Third  quarter  revenues  were  led  by video gaming operations, which
produced  nearly  $2.6  million  or  60% of total revenues for the quarter ended
September  30,  1998.  Bingo rental and other revenues totaled over $1.7 million
or  40%  of  revenues for the third quarter of 1998.  Approximately 79% of third
quarter  1998 revenues were generated in South Carolina, with 10% in Alabama and
11%  in  Texas.  Revenues  for  the first nine months of 1998 totaled over $11.7
million,  as  compared  to  $9.9  million  in the comparable period of the prior
fiscal  year,  an  increase of $1,826,000 or 18%.  Quarter-to-date revenues were
again  led  by  video  gaming  operations,  which  comprised  nearly  65%  of
quarter-to-date  1998 revenues.  The revenue increases for the nine months ended
September  30,  1998,  compared to the same period in 1997, were driven by bingo
and other revenues which increased $1,506,000.  This increase in bingo and other
revenues  is  a  reflection  of the continuing operations in the Company's South
Carolina  bingo centers which were newly opened in the second and third quarters
of  1997,  as  well  as  the acquisition of an established bingo center in Texas
during  the  first  quarter  of  1998.

Total  costs  and expenses were $3.8 million in the third quarter of 1998 versus
$2.7  million  in  the  third  quarter  of  1997, an increase of $1.0 million or
approximately  38%.  The  increase  in  total  costs  and  expenses reflects the
increase  in  revenues  from operating additional bingo centers and video gaming
machines.  Depreciation,  amortization  and video gaming license expense totaled
$916,000  in  the  third quarter of 1998 versus $373,000 in the third quarter of
1997,  an  increase  of  $543,000  or  146%, due to an increase in the number of
gaming  machines  purchased  to support planned expansions and upgrades of video
gaming  operations.  Depreciation  and  amortization  expense  includes  the
depreciation of the Company's video gaming machines and other assets, video game
machine  license  expense,  and  the  amortization  of  intangible  assets.

                                                                              13
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

RESULTS  OF  OPERATIONS  (CONTINUED)

Direct  operating costs for the Company's video gaming and bingo centers totaled
$692,000 during the third quarter of 1998, an increase of $289,000 over the same
period  in  1997.  Direct  operating  costs normally include video gaming parts,
bingo  supplies,  repairs  and  maintenance, janitorial services, insurance, and
local  taxes, among various other expenses.  Direct wages and other compensation
totaled  $694,000 in the third quarter of 1998, an increase of $136,000 over the
same  period  in 1997, which includes the costs of gameroom attendants and shift
managers.  The  Company  continues  to  seek  ways  to  reduce  wage  and salary
expenses.

Third  quarter  1998  rent  and  utilities  for the Company's freestanding video
gamerooms and bingo centers totaled $554,000, compared to $460,000 in 1997.  The
Company  continues  to  pursue opportunities to reduce these costs by canceling,
renegotiating  or sub-letting idle property leases or converting idle properties
to  other  income-producing  uses.

General  and  administrative  expenses  in  the  third  quarter  of 1998 totaled
$926,000,  compared  to $947,000 for the same period in 1997, a decrease of just
over  2%.  General  and  Administrative expenses include expenses for consulting
and  management  fees,  personnel  recruiting  and  accounting fees, vehicle and
travel,  as  well  as  corporate  and  regional  management  personnel  costs.

For  the  first nine months of 1998, total costs and expenses were $12.5 million
versus  $7.7  million  in  the  comparable  period  of 1997, an increase of $4.8
million  or  63%.  Total  costs and expenses for 1998 include approximately $2.0
million  of  non-cash  write-offs  and charges recorded in the second quarter of
1998  which  is  the  largest  component  of  this  increase.

Net other income and expenses totaled ($11,000) for the third quarter of 1998 as
compared  to  $27,000  for  the  third  quarter  of  1997.  Net other income and
expenses  totaled  ($8,000)  for  the  first  nine months of 1998 as compared to
$138,000  for  the  comparable  period  of 1997.  The Company's other income and
expenses  is  primarily  comprised  of  interest  income  on  its  short-term
investments,  less interest costs on equipment leases and notes.  Other expenses
also  include  a  write  off  $204,000  for  discontinued  Texas  8-liner gaming
machines,  which is part of the aforementioned $2.0 million total write-offs and
charges.

The Company recorded $111,000 of income tax expense in the third quarter of 1998
versus  $11,000 in the third quarter of 1997.  Income taxes totaled $226,000 for
the  nine  months  of  1998 as compared to $149,000 for the comparable period of
1997.  The  majority  of the Company's recognized tax expense is attributable to
various  state  tax  obligations.  The Company had approximately $2.2 million of
federal income tax loss carryforwards at the end of 1997, and does not expect to
incur  any  significant  federal income tax liability until this carryforward is
depleted.

Net  income  for the third quarter of 1998 was $379,000 which equated to a basic
and  fully-diluted earnings per share of $.04.  Net income for the third quarter
of  1997  was  $717,000,  which  equated to basic earnings per share of $.10 and
diluted  earnings  per  share of $.08.  Net income for the third quarter of 1998
decreased  from  1997  due  primarily  to  the  increase  in  depreciation  and
amortization  and  license  expenses resulting from the Company's bingo hall and
video  gaming  expansions.

Net  loss for the first nine months of 1998 was $1.0 million, which equated to a
basic and fully-diluted loss per share of ($.12).  Net income for the first nine
months  of  1997  was $2.2 million, which equated to basic earnings per share of
$.31  and  diluted  earnings  per  share of $.29.  Net income for the first nine
months  of  1998 decreased from 1997 primarily as a result of the aforementioned
$2.0  million  charges  and  write-offs.

                                                                              14
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  September  30,  1998,  the  Company  had  cash  and  cash  equivalents  of
approximately  $6.4  million,  down from $11.9 million at the end of 1997.  Cash
declined $5.5 million during the first nine months of 1998 primarily as a result
of  the  purchase  of  video  gaming  licenses  of  $2.2 million and capital and
intangible  expenditures  of  nearly  $2.4  million.

The  Company's  capital  and intangible expenditures include the addition of new
video  gaming  machines,  finish  out  of bingo centers and corporate offices in
South  Carolina, and the acquisition of a bingo center in Texas during the first
nine  months  of  1998.  The Company's video gaming machine license expenditures
included the purchase of over 500 South Carolina video gaming licenses at $4,000
each  for  a  two  year  license.  The  cost of the Company's investments in new
assets  and  video gaming licenses was primarily financed by cash on hand and by
cash  generated  by  operations.

Cash  provided  by operating activities totaled nearly $1.6 million in the first
nine  months of 1998.  These cash flows were comprised of the Company's net loss
of  $1.0 million, adjusted for: non-cash write-offs and charges of $1.2 million;
depreciation,  gaming  license amortization and intangible asset amortization of
$2.5 million and cash used in operating activities of $1.1 million.  The Company
expenses  its  South  Carolina  video  gaming licenses over their two year life,
resulting  in  a  significant  non-cash  amortization  charge each period.  Cash
provided  by  operating activities in the first nine months of 1997 totaled $2.7
million,  approximately  $1.1  more  than  the  first  nine  months  of  1998.

Cash  used  in  investing  activities  in  the first nine months of 1998 totaled
nearly $4.6 million and was primarily comprised of expenditures for video gaming
licenses,  leasehold  improvements, and the acquisition of a bingo center.  Cash
used  in  investing  activities  in  the  first nine months of 1997 totaled $3.3
million,  which was lower than comparable 1998 cash used in investing activities
primarily  due  to  the Company's increased investment in video gaming licenses.

Cash  used in financing activities in the first nine months of 1998 totaled $2.5
million  and  was  primarily  comprised  of $1.1 million of Company common stock
repurchases, cash proceeds from preferred stock conversions of $812,000, and net
lease  and  note  proceeds and payments of $578,000.  Cash provided by financing
activities  in  the first nine months of 1997 totaled $1.5 million, $1.8 million
of  which  was  proceeds  from  the  issuance  of  preferred  stock.

Current  assets  totaled  nearly  $10.0 million at the end of the third quarter,
providing  the  Company  with  working  capital  of $8.5 million.  Cash and cash
equivalents  totaled  $6.4  million  at the end of the third quarter of 1998 and
represented  nearly  32%  of  the  Company's  total assets.  Accounts receivable
totaled  $1.2  million  and  were  primarily comprised of short-term advances to
video  gaming  route  location  owners  and bingo rent receivables.  Total notes
receivable,  less provision for doubtful collectibility, totaled $1.3 million at
September  30,  1998.  Notes receivable are primarily comprised of note balances
due  on the Company's sale of four Florida bingo centers at the end of 1995; one
note  is in collection through the Florida courts.  The Company believes it will
prevail  in  the  lawsuit  on this note.  Total prepaid licenses of $1.8 million
represent the Company's portfolio of video gaming licenses for machines in South
Carolina.  Video  gaming  parts  and  bingo supplies are expensed at the time of
purchase;  thus  no  inventory  is  recorded.

Net  property  and  equipment  totaled  $5.9 million at September 30, 1998.  The
majority  of  property and equipment is comprised of video gaming machines.  Net
intangible  assets totaled $2.8 million at September 30, 1998 and were primarily
comprised  of  goodwill  associated  with  the  Company's  acquisition  of bingo
centers.  Current  liabilities  totaled  $1.6  million and long-term liabilities
totaled  $1.1  million  at September 30, 1998.  The majority of liabilities were
comprised  of  notes  payable  and  capital  lease  obligations.

                                                                              15
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

The  Company  had  total  assets  of $20.3 million and total liabilities of $2.7
million  at  September  30,  1998, with stockholder equity of $17.6 million.  On
October  30, 1998, the Company acquired six bingo halls in Texas for $200,000 in
Company stock and approximately $2.8 million cash.  Management believes that its
current  cash  balances  of $6.4 million and operational cash flows will support
future  operational  and expansion requirements.  The Company intends to finance
future  expansion  primarily  through  the use of cash, stock and notes, and may
seek  incremental  financing  for  attractive  acquisition  opportunities.  The
Company  intends to use a portion of its cash to repurchase its common shares on
a  periodic  basis  pursuant  to  its  stock  buyback  program.  The Company had
repurchased  359,300  of  its  common  shares through the third quarter of 1998.

YEAR  2000  ISSUE

Management  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 the 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  is currently in the process of
certifying  that  the  vendors  and  suppliers  of  its  critical components and
services  are  Year  2000  compliant and the Company expects certification to be
completed  by  March 1999.  The Company will rely on Year 2000 compliance on the
part  of  public  utility providers and all state and local regulatory agencies,
although  non-compliance  could  materially  adversely  affect  the  Company's
operations.

                                                                              16
<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  5.  OTHER  INFORMATION

On  October  30,  1998,  the  Company completed the acquisition of six entities,
Strike  It  Rich  Bingo,  Inc., The Samaritan Associates, Inc., Meeks Management
Company,  Lavaca Enterprises, Incorporated, Lucky Bingo, Inc. and Parkway Bingo,
Inc.,  which entities, in the aggregate, operate six bingo centers in Texas.  Of
these  six  bingo  centers,  three  are  located  in Lubbock, two are located in
Amarillo,  and  one is located in Odessa.  The entities were acquired in a stock
purchase  transaction  with  Gary  Mike  Ehler,  the  sole  shareholder of these
entities.  The  purchase  price for the acquisition of these six entities in the
aggregate  consisted  of  approximately  $2.8 million in cash from the Company's
cash  on  hand,  and unregistered shares of the Company's common stock valued at
$200,000.  This  purchase  price  was  negotiated  based upon an analysis of the
entities'  historical  and  projected  earnings.  The  Company  retained  local
management  to  operate  these  six  bingo  centers.

On  November  9,  1998,  the Company reorganized its South Carolina video gaming
operations  by  entering  into a three year Master Coin Machine Agreement with a
third  party  operator  that  will  serve  to  outsource  the  operations of the
Company's non-route video gaming operations at eight video game machine centers.
The  third  party  operator  is  Mims  & Dye Enterprises, LLC which is owned and
managed by Michael Mims, a director, shareholder and former officer and employee
of the Company, and Danny Dye, a shareholder and former employee of the Company.
Under  the Agreement, the Company has agreed to provide video gaming machines to
be  used at the centers in exchange for a percentage of the total gross revenues
earned  from  those  operations.  In addition, at seven of the eight centers the
Company  has entered into a lease or a sublease with the operator which provides
for  the  monthly payment of rent by the operator.  The operator has principally
assumed all revenue and expense risks of these operations, while the Company has
retained  ownership  of  the  underlying  video  gaming machines and all related
assets.  The  Agreement  essentially transforms these video game machine centers
into  route  operations.

The Board of Directors has scheduled the 1999 Annual Meeting of Stockholders for
April  30,  1999.  Any  stockholder  of  the  Company  who  intends to present a
proposal  at  the  1999  Annual  Meeting  of Stockholders, which proposal is not
included  in the Company's Proxy Statement, must deliver notice of such proposal
to  the Company no later than March 1, 1999.  If the proposing stockholder fails
to  deliver notice of such proposal to the Company by such date, then the person
or  persons  designated as proxies in connection with the Company's solicitation
of proxies shall have the discretionary voting authority to vote on such matter,
in  accordance  with  their  judgment,  the shares of the Company's Common Stock
represented  by  the  proxy  cards received by the Company when such proposal is
presented at the 1999 Annual Meeting.  Any such notice of a stockholder proposal
must  be made in writing addressed to Richard M. Kelley, American Bingo & Gaming
Corp.,  1440  Charleston  Highway,  West  Columbia,  South  Carolina  29169.

                                                                              17
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION  (CONTINUED)

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS

2.1  Acquisition  Agreement  dated  October 30, 1998 by and between the Company,
     Strike It Rich Bingo,  Inc.  and Gary Mike Ehler,  for the  acquisition  of
     Strike It Rich Bingo, Inc. by the Company  (excluding the Exhibits thereto,
     which the Company  shall  submit  supplementally  if requested by the SEC),
     which  Acquisition  Agreement  is the same  form of  contract  used for the
     acquisition   by  the  Company  from  Gary  Mike  Ehler  of  The  Samaritan
     Associates,   Inc.,   Meeks   Management   Company,   Lavaca   Enterprises,
     Incorporated,  Lucky Bingo,  Inc. and Parkway Bingo,  Inc.  Attached to the
     Acquisition Agreement is a schedule summarizing the significant differences
     between this Acquisition Agreement and the Acquisition  Agreements used for
     the acquisition of the other five entities.

10.1 Reimbursement,  Mutual Release and Indemnification Agreement dated July 30,
     1998 with Randall J. Fein.

10.2 Severance Agreement dated September 18, 1998 with G. George Fox.

10.3 Employment Agreement dated September 28, 1998 with Marie T. Pierson.

27.1 Financial Data Schedule (for SEC use only).

27.2 Restated  Financial Data Schedule for Nine Months Ended  September 30, 1997
     (for SEC use only).

(B)  REPORTS  ON  FORM  8-K.

During  the quarter ended September 30, 1998, the Company filed three reports on
Form  8-K:

On  July  2,  1998, the Company filed a Form 8-K to report the following events:

(i)  That arrest warrants had been issued against Greg Wilson alleging misuse of
     Company  resources during his tenure as the Chief Executive  Officer of the
     Company;
(ii) That Mr.  Wilson was  suspended  without  pay  pending the outcome of these
     charges; and
(iii)That  the  Company  had   completed   the   relocation   of  its  corporate
     headquarters from Austin, Texas to West Columbia, South Carolina.

                                                                              18
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION  (CONTINUED)

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

On  August 4, 1998, the Company filed a Form 8-K to report the following events:

(i)  That the  Company and Greg  Wilson had  entered  into a Mutual  Release and
     Settlement Agreement,  providing,  among other things, that the Company and
     Mr.  Wilson has settled the issues that were the basis for the  issuance of
     arrest warrants against Mr. Wilson,  that Mr. Wilson resigned all positions
     held  with the  Company,  and that Mr.  Wilson  provided  a  general  proxy
     allowing Andre M. Hilliou,  as the Company's President and CEO, to vote all
     of Mr. Wilson's and his wife's Company shares for the next 11 months; and
(ii) That Randall J. Fein has resigned  from the  Company's  Board of Directors,
     and that James L. Hall,  Grover C. Seaton  III,  and A. Joe Willis had been
     added to the Board.

On  September  24,  1998,  the  Company filed a Form 8-K to report the following
events:

(i)  That the Company  had entered  into a Letter of Intent with Gary Mike Ehler
     for the acquisition of six bingo centers in Texas;
(ii) That the  Company had filed a civil  lawsuit in  Columbia,  South  Carolina
     against two former  directors,  Greg Wilson and Robert  Hersch,  Investor's
     Associates,  which previously served as the Company's underwriter,  and two
     former  employees,  Roy Stevens and Paul  Hermelink.  The lawsuit  seeks to
     recover both actual and punitive damages,  profits wrongfully obtained, and
     the return of assets,  including Company stock,  wrongfully  acquired.  The
     lawsuit alleges,  among other things,  that the defendants acquired certain
     assets of the Company without payment of consideration; and
(iii)That G. George Fox had resigned from the Company's Board.

                                                                              19
<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.

                                   November  10,  1998


                                   By:

                                   /s/  Andre  M.  Hilliou
                                   -----------------------
                                        Andre  M.  Hilliou
                                        Chairman  of  the  Board,  President
                                        and  Chief  Executive  Officer


                                   /s/  Richard  M.  Kelley
                                   ------------------------
                                        Richard  M.  Kelley
                                        Vice  President, Chief Financial Officer
                                         and  Treasurer

                                                                              20
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<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

Exhibit                                                                             Sequential
Number   Description                                                                Page  Number
-------  -------------------------------------------------------------------------  ------------
<S>      <C>                                                                        <C>
2.1      Acquisition Agreement dated October 30, 1998 by and between the Company,
         Strike It Rich Bingo, Inc. and Gary Mike Ehler, for the  acquisition  of
         Strike It Rich  Bingo,  Inc.  by  the  Company  (excluding  the Exhibits
         thereto, which the Company  shall submit supplementally if requested  by
         the SEC), which Acquisition Agreement is  the same form of contract used
         for the acquisition  by  the  Company  from  Gary  Mike  Ehler  of  The
         Samaritan  Associates,  Inc.,  Meeks  Management  Company,  Lavaca
         Enterprises,  Incorporated,  Lucky  Bingo,  Inc. and Parkway Bingo, Inc.
         Attached  to  the  Acquisition  Agreement  is  a  schedule  summarizing
         the significant  differences  between this Acquisition Agreement and the
         Acquisition Agreements used  for  the  acquisition  of  the  other  five
         entities.

10.1     Reimbursement,  Mutual Release and Indemnification Agreement dated July
         30,  1998  with  Randall  J.  Fein.

10.2     Severance  Agreement  dated  September  18,  1998  with  G. George Fox.

10.3     Employment  Agreement  dated  September 28, 1998 with Marie T. Pierson.

27.1     Financial  Data  Schedule  (for  SEC  use  only).

27.2     Restated  Financial  Data  Schedule for Nine Months Ended September 30,
         1997  (for  SEC  use  only).
</TABLE>

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