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, 1996

Commission file No.  0-13530

                                       OR

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



                          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.)


              515 Congress Avenue, Suite 1200, Austin, Texas 78701
                    (Address of principal executive offices)

                                 (512) 472-2041
                         (Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock,
                                                              Redeemable Common 
                                                              Stock Purchase 
                                                              Warrants

                          Common Stock $0.001 Par Value
                                (Title of Class)

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

As of October 18, 1996, the Registrant had 4,111,394 shares of its $.001 par
value Common Stock outstanding.

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

American Bingo & Gaming Corp.
CONSOLIDATED BALANCE SHEET (Unaudited)

                                                              September 30, 1996
--------------------------------------------------------------------------------
ASSETS
Current Assets
    Cash and cash equivalents                                        $  714,226
    Accounts and sundry receivables                                     121,643
    Notes receivable - current portion, net (Note 2)                    410,993
    Other current assets                                                130,363
--------------------------------------------------------------------------------
Total Current Assets                                                  1,377,225

Property and Equipment, net  (Note 3)                                 2,208,138

Other Assets
    Notes receivable, net (Note 2)                                      653,608
    Intangible assets, net  (Note 4)                                    282,853
    Licenses and other non-current assets, net                          146,819
--------------------------------------------------------------------------------
Total Other Assets                                                    1,083,280

TOTAL ASSETS                                                         $4,668,643
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Accounts payable                                                 $   69,291
    Note payable (Note 5)                                               415,180
    Accrued expenses                                                     93,423
--------------------------------------------------------------------------------

Total Current Liabilities                                               577,894

Deposit payable                                                          30,000
Obligations under capital lease                                          91,725
Liability for acquisition (Note 6)                                      450,000

Shareholders' Equity
    Common Stock, $.001 par value, authorized 20,000,000 shares,
      issued and outstanding 4,111,394 shares                             4,111
    Preferred Stock, $.01 par value, authorized 1,000,000 shares,
      no shares issued and outstanding                                       --
    Additional paid-in capital                                        9,997,408
    Additional paid-in capital - warrants                             1,026,750
    Subscription notes receivable                                      (100,500)
    Retained earnings (accumulated deficit)                          (7,408,744)
--------------------------------------------------------------------------------

Total Shareholders' Equity                                            3,519,025

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $4,668,643
================================================================================

See accompanying notes

                                                                               1
<PAGE>

American Bingo & Gaming Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For Three Months Ended September 30,                    1996              1995*
--------------------------------------------------------------------------------

REVENUES:
     Rental                                         $491,256           $858,473
     Other                                           423,484            208,152
                                                     -------            -------

TOTAL REVENUES                                       914,740          1,066,625

DIRECT OPERATING COSTS:
    Rent and supplies                                252,882            410,033
    Other direct operating costs                     124,271            544,462
    Depreciation and amortization                     69,815            151,476
                                                   ---------          ---------

TOTAL DIRECT OPERATING COSTS                         446,968          1,105,971

--------------------------------------------------------------------------------

OPERATING INCOME                                     467,772            (39,346)

     %                                                 51.1%              (3.7%)

GENERAL & ADMINISTRATIVE EXPENSES                    262,899            386,472

INTEREST INCOME, NET                                (43,554)            (27,457)

--------------------------------------------------------------------------------

INCOME BEFORE TAXES                                  248,427           (398,361)

PROVISION FOR INCOME TAXES (Note 7)                       --                 --


--------------------------------------------------------------------------------

NET INCOME                                          $248,427          ($398,361)
================================================================================

EARNINGS PER SHARE                                      $.06              ($.09)
================================================================================

 Weighted average shares outstanding (Note 8)      4,111,394          4,216,305

* Reclassified  for comparability.

See accompanying notes


                                                                               2
<PAGE>

American Bingo & Gaming Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For Nine Months Ended September 30,                     1996              1995*
--------------------------------------------------------------------------------

REVENUES:
     Rental                                       $1,549,784         $1,790,280
     Other                                         1,159,235            420,925
                                                  ----------        -----------

TOTAL REVENUES                                     2,709,019          2,211,205

DIRECT OPERATING COSTS:
    Rent and supplies                                735,560            758,694
    Other direct operating costs                     554,667            805,647
    Depreciation and amortization                    209,800            242,598
                                                  ----------         ----------

TOTAL DIRECT OPERATING COSTS                       1,500,027          1,806,939

--------------------------------------------------------------------------------


OPERATING INCOME                                   1,208,992            404,266

     %                                                  44.6%              18.3%

GENERAL & ADMINISTRATIVE EXPENSES                    738,620            876,922

INTEREST INCOME, NET                                (131,586)          (101,048)
 
--------------------------------------------------------------------------------

INCOME BEFORE TAXES                                  601,958           (371,608)

PROVISION FOR INCOME TAXES (Note 7)                       --                 --

--------------------------------------------------------------------------------

NET INCOME                                          $601,958          ($371,608)
================================================================================

EARNINGS PER SHARE                                      $.15              ($.09)
================================================================================


Weighted average shares outstanding (Note 8)       4,104,374          4,128,144

* Reclassified  for comparability.

See accompanying notes


                                                                               3
<PAGE>

American Bingo & Gaming Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For Nine Months Ended September 30,                       1996            1995*
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income                                        $601,958        ($371,608)

    Adjustments  to  reconcile  net  
     income to net cash  provided  
     by  operating activities:

    Depreciation and Amortization                      215,461          282,562
    Changes in operating assets 
     and liabilities, net                             (542,934)        (446,896)

--------------------------------------------------------------------------------

NET CASH PROVIDED BY/(USED IN) 
  OPERATING ACTIVITIES                                $274,485        ($535,942)

CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital expenditures, net of disposals            (362,892)      (2,170,890)
    Collection of notes receivable                     302,774               --
    Other non-current assets                           (20,053)              --

--------------------------------------------------------------------------------

NET CASH (USED IN) INVESTING ACTIVITIES               ($80,171)     ($2,170,890)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Payment of notes payable                            (9,900)         (24,345)
    Capital lease financing                             91,725               --
    Issuance of shares pursuant to 
     Employee Stock Purchase Plan                        7,000               --
    Payment for offer of recission                          --         (165,490)

--------------------------------------------------------------------------------

NET CASH PROVIDED BY/(USED IN) 
  FINANCING ACTIVITIES                                 $88,825        ($189,835)

NET INCREASE/(DECREASE) IN CASH                       $283,139      ($2,896,667)

CASH - BEGINNING OF PERIOD                            $431,087       $3,657,535
--------------------------------------------------------------------------------

CASH - END OF PERIOD                                  $714,226         $760,868
================================================================================

* Reclassified  for comparability.

See accompanying notes


                                                                               4
<PAGE>

American Bingo & Gaming Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1996

--------------------------------------------------------------------------------

NOTE 1  BASIS OF PRESENTATION

--------------------------------------------------------------------------------

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of American  Bingo & Gaming Corp.  (the Company) and its  subsidiaries,
Texas Charities  Inc., 1919 Riverside  Corp., SA Charities Inc., JBJ Enterprises
Inc., B/J Charity Bingo Inc.,  Charity Bingo of Texas, Inc., Charity Bingo Inc.,
Bing-O-Rama  Inc.,  MHJ Corp.,  Columbia  One  Corp.,  SC  Properties  II Corp.,
Concessions  Corp.,  Delray Hall For Hire, Inc., 6323 14th Street Hall For Hire,
Inc.,  959 Hall For Hire,  Inc. and Murdock Hall For Hire,  Inc.,  which are all
wholly-owned,  and Charity  Bingo-Birmingham Inc., in which the Company owned an
80% interest.  The financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with  instructions to Form 10-QSB.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. 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.  Operating results for the
three- and  nine-month  periods  ended  September  30, 1996 are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 1996. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the fiscal year ended December 31, 1995.

--------------------------------------------------------------------------------

NOTE 2  NOTES RECEIVABLE

--------------------------------------------------------------------------------

Notes receivable consist of four individual notes totaling $1.6 million from the
sale of four of the Company's  former bingo centers in Florida.  The outstanding
balance on these notes is approximately  $1.3 million,  of which $329,000 is due
within  one year.  These four notes each have  unique  terms,  including  annual
interest of 9-12% and  maturity  dates in  1998-1999.  Payment on these notes is
primarily dependent on the profitability of the centers,  over which the Company
has no control.  As such, the Company has provided a reserve for  collectibility
on these notes which it will proportionally  amortize as the notes are collected
over time.

--------------------------------------------------------------------------------

NOTE 3  PROPERTY AND EQUIPMENT

--------------------------------------------------------------------------------

Property and Equipment at September 30, 1996 consists of the following:

         Land                                $  189,671
         Buildings and improvements           1,925,728
         Equipment and furniture                613,372
                                             ----------
                      Sub-total                                    2,728,771
         Accumulated depreciation                                   (520,633)
                                                                  ---------- 

         Net Property and Equipment                               $2,208,138


                                                                               5
<PAGE>

American Bingo & Gaming Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1996

--------------------------------------------------------------------------------

NOTE 4  INTANGIBLE ASSETS

--------------------------------------------------------------------------------

Intangible Assets at September 30, 1996 consist of the following:

         Goodwill                              $326,787
         Covenants not to compete               220,001
                                               --------
                Sub-total                                            546,788
         Accumulated amortization                                   (263,935)
                                                                    -------- 
         Net Intangible Assets                                      $282,853

The Company's  intangible assets were originally recorded in connection with the
Company's  acquisition  of certain  bingo  centers in Texas,  Alabama  and South
Carolina.  The Goodwill and Covenants are being  amortized  over 15 and 5 years,
respectively,  consistent  with  management's  estimates  of the useful lives of
these assets.

--------------------------------------------------------------------------------

NOTE 5  NOTE PAYABLE

--------------------------------------------------------------------------------

Note  payable of  $415,180  represents  the  balance of the  Company's  original
$450,000  liability to the seller of two Florida bingo centers to the Company in
July of 1995. The Company  subsequently sold these centers due to legal problems
there. The Company ceased making payments on this note alleging certain material
misrepresentations  by the  seller  which have left the  amount  owing,  if any,
undetermined.  The Company does not intend to make any further  payments on this
note until a settlement  with the seller is negotiated (See Note 6). The Company
will  continue to  recognize  its original  obligation,  less  payments,  as its
liability for financial  reporting  purposes until such time as a settlement may
be reached.

--------------------------------------------------------------------------------

NOTE 6  LIABILITY FOR ACQUISITION

--------------------------------------------------------------------------------

Liability for acquisition of $450,000  represents the unpaid purchase price from
the  Company's  acquisition  of a Florida  bingo  center  in July of 1995.  This
acquisition  originally  obligated  the Company to issue  110,008  shares of its
common stock worth $450,000 at the time of acquisition. The Company subsequently
sold  this  center  due to  legal  problems  there.  Alleging  certain  material
misrepresentations  by the  seller  which have left the  amount  owing,  if any,
undetermined, the Company has not and does not intend to issue these shares, nor
any portion  thereof,  until a settlement with the seller may be negotiated (See
Note 5). The Company will continue to recognize  its original  obligation as its
liability for financial  reporting  purposes until such time as a settlement may
be reached.

--------------------------------------------------------------------------------

NOTE 7  INCOME TAXES

--------------------------------------------------------------------------------

The Company did not record any federal  income tax  liability  during any of the
first three  fiscal  quarters of 1996 or 1995 due to tax loss  carryforwards  of
$3.0 million accumulated in fiscal 1995 and 1994. The Company does not expect to
record any federal income tax liability until this carryforward is depleted.


                                                                               6
<PAGE>

American Bingo & Gaming Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1996

--------------------------------------------------------------------------------

NOTE 8  WEIGHTED AVERAGE SHARES

--------------------------------------------------------------------------------

The Company has not  included  any shares  issueable  under its  Employee  Stock
Option  Plans as the  exercise  price(s)  on such  shares are  greater  than the
current market price. Thus, the inclusion of such shares would be anti-dilutive.

Item 2. Management's Discussion and Analysis of Results of Operations and
        Financial Condition

American Bingo & Gaming Corp. was formed as a Delaware  corporation on September
8, 1994 to pursue bingo and gaming business opportunities. The Company completed
its initial public offering in December 1994, raising approximately $3.8 million
in net proceeds  through the issuance of common stock and warrants.  The Company
used a majority of these proceeds for expansion activities in 1995. The Company,
through its  subsidiaries,  provides  initial  investment  capital and  facility
set-up as well as maintenance  and ongoing  management  consulting for charities
which utilize bingo events as a means of fundraising. Participating charities at
the  Company's  bingo halls  raised  over $2.5  million in 1995.  The  Company's
revenues are primarily derived from rental revenues from participating charities
that  conduct  bingo  activities  at the  Company's  bingo  centers.  Additional
revenues are also derived from vending and  concession  operations,  the sale of
bingo paper and supplies and, where legal, gaming revenues.

The Company believes that the North American bingo market, estimated by industry
sources at $4.5 billion in annual gross proceeds, is fragmented and inefficient,
yet  potentially  very  profitable.  The Company's  strategy,  therefore,  is to
consolidate a portion of the industry to build a national chain of bingo centers
in  lucrative  markets.  The  Company  believes  that its  industry  experience,
economies of scale and financial resources will provide a competitive  advantage
over competing  bingo  operations,  which should enable both the Company and its
participating  charities to mutually prosper. The Company currently has thirteen
total  bingo  centers  located in various  markets in Texas,  Alabama  and South
Carolina.  The Company has  recently  signed  letters of intent to acquire  five
bingo  centers in  Mississippi  and intends to continue  its  expansion  through
acquisitions and developments in selected markets. (See Part II - Item 5).

Results of Operations

The Company generated  consolidated revenues of $915,000 during its third fiscal
quarter of 1996 ended  September  30, 1996,  as compared to $1.06 million in the
comparable  period of the prior  fiscal  year,  which  represents  a decrease of
$152,000 or 14%. Over $400,000 of this $152,000  revenue decrease was due to the
discontinuance and sale of the Company's former Florida operations (See Notes 2,
5 and 6).  Excluding  Florida,  sales from the  Company's  remaining  operations
increased by $250,000 or 37% in the third quarter of 1996 over the third quarter
of 1995 primarily due to the success of the Company's South Carolina  operation.
Over half of the  Company's  third quarter 1996 revenues were derived from bingo
center rentals,  with the balance  comprised of gaming,  supplies and concession
revenues.

The Company  generated  consolidated  revenues of $2.71 million during the first
nine months of fiscal 1996 as compared to $2.21 million in the comparable period
of the prior fiscal year, which represents a revenue increase of nearly $500,000
or 23%. This revenue increase was due to the Company's successful South Carolina
operation  which  opened late in the second  quarter of 1995.  If the  Company's
discontinued  Florida  operation  revenues are excluded from 1995  results,  the
year-over-year  revenue increase would have been approximately  $900,000 or 50%.
The  Company  expects  future  revenues to  increase  based upon the  successful
opening of all four of the Company's South Texas bingo centers,  the acquisition
of five bingo centers in Mississippi and additional future acquisitions.


                                                                               7
<PAGE>

American Bingo & Gaming Corp.

Item 2. Management's Discussion and Analysis of Results of Operations and
        Financial Condition

Results of Operations (continued)

Direct  operating costs of the Company's  bingo centers totaled  $447,000 during
the third quarter of 1996 versus $1.11 million in the  comparable  1995 quarter,
which  represents  a $659,000  or 60%  decrease in costs.  The  majority of this
substantial  cost reduction was attributable to the  discontinuance  and sale of
the  Company's  Florida  bingo  centers,  which  operated  at a loss  during the
Company's  ownership  due to high start-up and  operating  costs.  A majority of
direct  operating  costs  are  comprised  of rent,  supplies,  depreciation  and
amortization,  which are relatively fixed expenses.  The balance is comprised of
janitorial, legal, utilities, wages and management fee costs.

Direct  operating  costs of the Company's  bingo  centers  totaled $1.50 million
during  the first  nine  months of  fiscal  1996  versus  $1.81  million  in the
comparable  1995 period,  which  represents a $307,000 or 17% decrease in costs.
All of the nine-month cost decrease was due to the aforementioned discontinuance
and sale of the Company's  Florida bingo centers,  which  substantially  reduced
direct  operating  costs.  This cost reduction has been partially offset by high
start-up costs for the Company's South Texas properties.

General &  Administrative  (G&A)  expenses  totaled  $263,000  during  the third
quarter of 1996 as compared  to  $386,000 in the year ago period,  a decrease in
expenses of $123,000 or 32%. This expense decrease was mainly due to a reduction
in payroll,  consulting and travel costs.  G&A expenses  totaled $739,000 during
the first nine months of fiscal  1996 as compared to $877,000 in the  comparable
year ago period,  a decrease in expenses of $138,000 or 16%.  This  year-to-date
expense decrease was mainly due to the aforementioned expense reductions for the
third quarter of 1996.

Net interest  income for the quarter ended September 30, 1996 totaled $44,000 as
compared to $27,000 in the year ago period.  Nearly all of the current  period's
interest income was  attributable  to interest  collected on the Company's notes
receivable (See Note 2). Net interest income for the first nine months of fiscal
1996 totaled $132,000 as compared to $101,000 in the comparable year ago period.
Nearly all of this period's  interest income was again  attributable to interest
collected  on the  Company's  notes  receivable,  while  the  year-ago  period's
interest  income was  attributable  to  interest  earned on the  Company's  cash
balances.

The  Company  did not record  any tax  expense  during the first nine  months of
fiscal  1996  nor  in the  comparable  fiscal  1995  periods  due  to  tax  loss
carryforwards.  The Company's tax loss carryforward balance at the end of fiscal
1995 was over $3.0  million  and, as such,  the Company does not expect to incur
any  federal  income  tax  liability  until this  carryforward  is  depleted  by
operational profits, although there can be no assurance of such (See Note 7).

Net income for the third fiscal  quarter of 1996 was $248,000,  which equated to
earnings per share of $.06. Net  income/(loss) for the third quarter of 1995 was
($398,000),  which  equated  to a loss per  share  of  ($.09).  This net  income
increase was  primarily  due to the  substantial  reduction in direct  operating
costs  previously  discussed.  Net income for the first nine  months of 1996 was
$602,000, which equated to earnings per share of $.15. Net income/(loss) for the
comparable  period of 1995 was ($372,000),  which equated to a loss per share of
($.09).  This net income increase is again due to the  substantial  reduction in
operating costs.

Management  believes that the Company's  direct operating costs and G&A expenses
are  relatively  fixed.  As such,  management  will  continue to seek  expansion
opportunities  that  offer  incremental   operating  revenues  which,  in  turn,
favorably leverage the Company's net income performance as has been successfully
achieved thus far in 1996.

                                                                               8
<PAGE>

American Bingo & Gaming Corp.
Item 2.  Management's  Discussion  and  Analysis  of Results of  Operations  and
         Financial Condition

Liquidity and Capital Resources

At September 30, 1996, the Company had cash and cash equivalents of $714,000, an
increase of over $283,000 from the end of fiscal 1995. The vast majority of this
increase was generated by earnings from  existing  operations.  The Company also
netted $9,000 from investing and financing activities over the first nine months
of the year, including $89,000 from financing activities offset by $80,000 spent
on investing activities.  Funds from financing activities were primarily derived
from capital lease  financing,  while funds  expended for  investing  activities
primarily related to the Company's investments in South Texas,  partially offset
by Florida note  collections.  The Company expects its cash position to continue
to  increase  assuming:  i)  continued  collection  of its  Florida  notes;  ii)
successful  performance  from its recently opened South Texas bingo  facilities;
and iii) no unfavorable  developments  from the Company's  ongoing Florida legal
proceedings.  There can be no assurance of the foregoing. The Company intends to
finance future acquisitions  primarily through the use of stock and, to a lesser
extent, cash and notes.

Accounts and sundry receivables  totaled $122,000 at September 30, 1996. Because
the Company  collects most of its receivables from its  participating  charities
within one to four  weeks from the time  earned,  accounts  receivable  normally
represent  only a small  portion of the  Company's  total  assets.  Total  notes
receivable, less provision for doubtful collectibility, totaled $1.06 million at
the end of the  quarter.  Bingo  paper  and other  supplies  are  expensed  when
purchased;  thus no  inventory  is recorded  for  operations.  Net  property and
equipment totaled $2.21 million at the quarter's end, with intangible assets and
bingo licenses comprising the balance of the Company's assets.

Current liabilities totaled $578,000 at the end of the third fiscal quarter, but
over 71% of this total  represented a note payable on which the Company does not
intend to make  further  payments due to a dispute with the seller (See Note 5).
Trade  payables  represented  only 12% of current  liabilities.  The Company has
outstanding capital lease obligations of $92,000 attributable to equipment lease
financing the Company  arranged for  operational  equipment in order to maintain
strong cash  balances.  The Company has also  recorded a $450,000  liability for
acquisition  which is comprised of Company stock which the Company currently has
no intention of issuing  (See Note 6). The Company has no  long-term  debt.  The
Company had total assets of $4.67 million and total liabilities of $1.15 million
at the end of the third quarter,  with shareholder equity of $3.52 million.  The
Company  believes  that its current  capital  resources,  together with expected
positive  operational cash flows and note collections,  will support operational
requirements for the next year.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On September 25, 1996 the Company  announced  that it reached a settlement  with
the Texas  Lottery  Commission.  In  November of 1995,  the  Lottery  Commission
alleged certain violations against the Company and its Texas subsidiaries.  As a
result of the  settlement,  the  Lottery  Commission  has agreed to approve  the
transfer  of  certain  of  the  Company's  bingo  licenses  to its  South  Texas
locations.  This  transfer  allowed  the  Company to have all of its South Texas
bingo properties open in October of 1996.

The Company is involved in ongoing legal  proceedings in Florida.  For a further
discussion of these  proceedings,  refer to the Company's  Annual Report on Form
10-KSB for the year ended December 31, 1995.

Item 5.  Other Events.

On  September  11,  1996 the  Company  announced  that it had signed a letter of
intent to acquire three bingo centers in Mississippi.  On September 24, 1996 the
Company  announced  that it had signed  another  letter of intent to acquire two
additional  bingo centers in Mississippi.  These  acquisitions  will be financed
through  stock-for-stock  exchanges  plus some  cash.  These five  centers  will
increase the number of centers under Company operation from 13 to 18, double the
number of operating centers that the Company had at the beginning of 1996.


                                                                               9
<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 authorized.

                                         American Bingo & Gaming Corp.

                                         October 28, 1996

                                         By:

                                         /s/  Gregory Wilson
                                         -------------------
                                         Gregory Wilson
                                         Chief Executive Officer

                                         /s/  John T. Orton
                                         ------------------
                                         John T. Orton
                                         Chief Financial Officer