SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

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

                   FOR THE FISCAL QUARTER ENDED MARCH 31, 1998

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


                            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  [    ]          NO    [  X  ]


On  MAY  5,  1998,  the  Registrant  had 9,647,602 shares of its $.001 par value
common  stock  outstanding.

<PAGE>
PART  I  -  FINANCIAL  INFORMATION
ITEM  1.    FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
AMERICAN BINGO & GAMING CORP.
CONSOLIDATED BALANCE SHEET (UNAUDITED)                                      March 31, 1998
                                                                           ----------------
<S>                                                                        <C>
ASSETS
Current Assets:
    Cash and cash equivalents                                              $    11,175,610 
    Accounts receivable                                                            875,109 
    Notes receivable - current, net                                                478,158 
    Prepaid expenses                                                               780,876 
    Other current assets                                                            71,820 
Total Current Assets                                                            13,381,573 

Property and Equipment, net                                                      6,390,369 

Other Assets:
    Notes receivable, net                                                          670,557 
    Prepaid license expense                                                      1,174,931 
    Intangible assets, net                                                       3,242,134 
    Other non-current assets                                                       202,047 
Total Other Assets                                                               5,289,669 

TOTAL ASSETS                                                               $    25,061,611 
                                                                           ================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                                  $     1,294,977 
    Notes payable - current                                                        885,478 
                                                                           ----------------
    Capital leases payable - current                                               408,066 
Total Current Liabilities                                                        2,588,521 

Long-term liabilities:
    Notes payable, net                                                           1,080,545 
    Capital leases payable, net                                                    468,565 
-------------------------------------------------------------------------                  
Total Long-term Liabilities                                                      1,549,110 

Stockholders' Equity:
    Preferred Stock, $.01 par value, 1,773 shares issued and outstanding
      Liquidation preference of $1,000 per share                                        18 
    Common Stock, $.001 par value, authorized 20,000,000 shares,
      Issued and outstanding 9,399,604 shares                                        9,400 
    Additional paid-in capital                                                  24,228,688 
    Accumulated deficit                                                         (3,314,126)
Total Stockholders' Equity                                                      20,923,980 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $    25,061,611 
<FN>
See  notes  to  consolidated  financial  statements.
</TABLE>

                                                                               1
<PAGE>
<TABLE>
<CAPTION>

AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  NET  INCOME  (UNAUDITED)


For Three Months Ended March 31,                                      1998         1997
                                                                  ------------  -----------
<S>                                                               <C>           <C>
REVENUES:
     Video gaming                                                 $ 2,599,154   $2,378,089 
     Bingo                                                            981,766      663,136 
     Other                                                            136,355       66,885 
                                                                  ------------  -----------

TOTAL REVENUES                                                      3,717,275    3,108,110 


COSTS AND EXPENSES:
    Salaries and other compensation                                   540,028      374,436 
    Rent and utilities                                                498,402      339,574 
    Direct operating costs                                            527,513      404,285 
    Depreciation and amortization                                     740,615      352,581 
    General and administrative                                      1,003,979      936,515 
                                                                  ------------  -----------

TOTAL COSTS AND EXPENSES                                            3,310,537    2,407,391 


OPERATING INCOME                                                      406,738      700,719 


OTHER INCOME AND EXPENSES:
    Interest income                                                   180,541       53,359 
    Other income                                                       35,104       30,466 
    Interest and other expense                                        (91,755)     (17,002)
                                                                  ------------  -----------

TOTAL OTHER INCOME AND EXPENSES, NET                                  123,890       66,823 


INCOME BEFORE TAXES                                                   530,628      767,541 


PROVISION FOR INCOME TAXES                                             76,403      150,787 



NET INCOME                                                        $   454,225   $  616,754 
                                                                  ============  ===========


EARNINGS PER SHARE:

    Basic                                                         $       .05   $      .09 
    Diluted                                                       $       .04   $      .09 


    Weighted average shares outstanding                             9,353,518    6,792,618 
    Weighted average shares outstanding - assuming full dilution   10,577,657    7,077,590 

<FN>


See  notes  to  consolidated  financial  statements.
</TABLE>


                                                                               2
<PAGE>
<TABLE>
<CAPTION>

AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)


For Three Months Ended March 31,                          1998          1997
                                                      -------------  -----------
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income                                        $    454,225   $  616,754 

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

    Depreciation and amortization                          740,615      352,581 
    Changes in operating assets and liabilities, net      (277,658)    (236,523)


NET CASH PROVIDED BY OPERATING ACTIVITIES             $    917,182   $  732,812 


CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital and intangible expenditures                 (1,081,063)    (123,358)
    License expenditures                                  (640,930)         --- 
    Collections of notes receivable, other                  43,472          --- 
    Issuance of notes receivable                               ---     (123,467)


NET CASH USED IN INVESTING ACTIVITIES                  ($1,678,521)   ($246,825)


CASH FLOWS FROM FINANCING ACTIVITIES:

    Payments on notes                                     (216,666)     (13,584)
    Payments on capital leases                             (87,610)     (10,424)
    Proceeds from margin line of credit                    651,613          --- 
    Proceeds from issuance of common stock                  39,000          --- 
    Payments of warrant financing costs                   (354,422)         --- 
    Dividend payments to preferred stockholders            (31,828)         --- 


NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES   $         87     ($24,008)


NET INCREASE/(DECREASE) IN CASH                          ($761,252)  $  461,979 


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


CASH AT END OF PERIOD                                 $ 11,175,610   $1,835,036 
                                                      =============  ===========
<FN>
See  notes  to  consolidated  financial  statements.
</TABLE>


                                                                               3
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
March  31,  1998


NOTE  1    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.
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.  Certain  items  in  the  financial  statements  have been
reclassified  to  maintain  consistency  and  comparability  for  all  periods
presented. Operating results for the three-month period ended March 31, 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  March  31,  1998  consists  of  the  following:
<TABLE>
<CAPTION>

<S>                                          <C>         <C>
  Land                                       $  189,671
  Buildings and improvements                    379,342
  Leasehold improvements                      2,327,861
  Video gaming machines and bingo equipment   6,312,974
  Equipment, furniture and fixtures             582,643
  Automobiles                                   453,639
                                             ----------              
                  Sub-total                               10,246,130 
  Accumulated depreciation and amortization               (3,855,761)
                                                         ------------

  Property and Equipment, net                            $ 6,390,369 
</TABLE>



NOTE  3    INTANGIBLE  ASSETS


Intangible  Assets  at  March  31,  1998  consist  of  the  following:
<TABLE>
<CAPTION>

<S>                             <C>         <C>
      Goodwill                  $3,498,019
      Covenants not to compete     228,891
                                ----------             
            Sub-total                        3,726,910 
      Accumulated amortization                (484,776)
                                            -----------

      Intangible Assets, net                $3,242,134 
</TABLE>


                                                                               4

<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
March  31,  1998


NOTE  4    INCOME  TAXES


The  Company  recorded $76,000 of state income tax liability in the first fiscal
quarter  of  1998. The Company does not expect to pay significant federal income
taxes  in  1998  due  to  accumulated  tax  loss  carryforwards,  which  totaled
approximately  $2.2  million  at  the  end  of  1997.


NOTE  5    EARNINGS  PER  SHARE


A  reconciliation  of  basic  to diluted earnings per share for the three months
ended  March  31,  1998  and  1997,  is  as  follows:

<TABLE>
<CAPTION>
                                                    1998                    1997
                                         ------------------------  ----------------------
Basic                                      Diluted       Basic      Diluted
Numerator:
<S>                                      <C>          <C>          <C>         <C>
  Net Income                             $  454,225   $   454,225  $  616,754  $  616,754
  less Preferred Dividends                  (31,228)          ---         ---         ---

Income Available to Common Shareholders  $  422,997   $   454,225  $  616,754  $  616,754


Denominator:

  Weighted Average Shares Outstanding     9,353,518     9,353,518   6,792,618   6,792,618
  Effect of Dilutive Securities:
      Preferred Stock                           ---       543,153         ---         ---
      Stock Options and Warrants                ---       680,986         ---     284,972

  Weighted Average Shares Outstanding     9,353,518    10,577,657   6,792,618   7,077,590


Earnings Per Share                       $      .05   $       .04  $      .09  $      .09
</TABLE>


NOTE  6    ACQUISITION


     On  March  25,  1998,  the Company acquired Ambler Bingo, a bingo center in
Abilene,  Texas  under  a  stock  purchase  agreement.  Consideration  for  this
acquisition  totaled  $990,000 and included $500,000 of cash, $400,000 of notes,
and  29,630  shares of Company stock valued at $90,000. The Company accounts for
the  results  of  operations  from  purchases  such  as  Ambler from the date of
purchase;  pooled  acquisitions  are  accounted  for  all  periods  presented.
Pro-forma  financial    information  for            the  periods
     ended March 31, 1998 and 1997 as though the Ambler purchase had occurred on
January  1,  1997  is  as  follows:

                                                                               5
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
March  31,  1998


NOTE  6    ACQUISITION  (CONTINUED)

<TABLE>
<CAPTION>

                           ---  March 31, 1998  ---     --- March 31, 1997 ---

                          As Reported   As Restated   As Reported   As Restated
                          ------------  ------------  ------------  ------------
<S>                       <C>           <C>           <C>           <C>
Revenues                  $  3,717,275  $  3,866,995  $  3,108,110  $  3,248,948
Net income                     454,225       507,297       616,754       659,704
Earnings per share-basic  $        .05  $        .05  $        .09  $        .10
Weighted average
  shares outstanding         9,353,518     9,383,148     6,792,618     6,822,248
</TABLE>


NOTE  7    CONTINGENCIES


     In July of 1995 the Company bought three Florida bingo centers from Phillip
Furtney.  In  June  of  1997,  Mr.  Furtney 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 answered
this  lawsuit and filed a counterclaim against Mr. Furtney alleging, among other
things,  fraud,  negligent  representation,  breach  of  express  warranties,
contractual  indemnity  and  tortious  interference with contractual rights. The
Company  believes  that  it  was  materially defrauded in its purchases of these
three  Florida  bingo  centers from Mr. Furtney in that he made no disclosure to
the Company of a known, ongoing criminal investigation of his operation of these
centers  by  the  Florida  State Attorney General's Office. The Company believes
that  Mr.  Furtney's lawsuit against the Company is completely without merit and
that  the  Company will prevail in its counterclaim against him. There can be no
assurance of this result, however, and a decision against the Company could have
a  potentially  adverse  effect  on the financial position and operations of the
Company.

     In 1998 one of the Company's subsidiaries was named a defendant (among many
other  video  gaming  operators) in a legal action in the U.S. District Court in
Columbia,  South  Carolina.  This action alleges 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; and iii) violate the state's single premise
rule  which  only  allows  up  to  five  video  gaming machines per premise. 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 have a materially adverse effect on the financial position and
operations  of  the  Company.

     The  Company  also  faces  risk  in that the South Carolina legislature has
considered  a  bill  that  would  abolish  the  video  gaming  industry in South
Carolina.  The  Governor  and  House support this bill, but the Company believes
that the bill will not pass the Senate. If the bill does not pass in the Senate,
a  number  of  potential  outcomes are possible, including: i) the passage of an
alternative bill that imposes higher taxes and regulation on the industry; ii) a
public  referendum  on  video gaming; or iii) no bill or referendum in 1998. The
South Carolina legislature meets annually, and it is possible that the continued
legalization  of  video gaming could be an issue in future legislative sessions.
The  Company would be adversely affected if the legislature or court system were
to  abolish  the  industry,  adversely  modify  regulations and/or substantially
increase  video  gaming  taxes.

                                                                               6
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF OPERATIONS AND
FINANCIAL  CONDITION

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

The  following  discussion should be read in conjunction with the Company's Form
10-KSB  and  the  consolidated financial statements for the years ended December
31, 1997 and December 31, 1996; the Company's Form 10-QSB for the quarters ended
March  31,  1997,  June  30,  1997  and September 30, 1997; and the consolidated
financial  statements  and  related notes, for the quarter ended March 31, 1998,
found  elsewhere  in  this  report.

RESULTS  OF  OPERATIONS

(Note:  1997 first quarter results have been restated to incorporate 1997 pooled
transactions).  The Company generated consolidated revenues of over $3.7 million
during  its  first  fiscal quarter of 1998, ended March 31, 1998, as compared to
$3.1  million in the comparable period of the prior fiscal year, representing an
increase  of  $609,000  or 20%. Sales were led by video gaming operations, which
produced $2.6 million or 70% of total sales for the first quarter of 1998. Bingo
rental  and  other  revenues  totaled $1.1 million or 30% of sales for the first
quarter.  Approximately  81%  of  first  quarter 1998 revenues were generated in
South  Carolina,  with  11% in Alabama and 8% in Texas. The year-over-year sales
increase  was  due  to  increases in bingo/other revenues of $388,000 and gaming
revenues  of  $221,000.  Bingo/other  revenues  increased  primarily due to four
additional  South  Carolina bingo centers open in the first quarter of 1998 that
were  not  open  in  the  first  quarter  of  1997.

Total  costs  and expenses were $3.3 million in the first quarter of 1998 versus
$2.4  million  in  the  first  quarter  of 1997, an increase of $903,000 or 38%.
Salaries  and  other compensation totaled $540,000 in the first quarter of 1998,
which  included  the  costs  of approximately 100 video gameroom workers and six
bingo  center  property  managers.  Rent  and  utilities  for  the  Company's
freestanding  video  gamerooms  and  bingo centers totaled $498,000 in the first
quarter  of  1998.  The  Company  is currently absorbing nearly $140,000 of rent
expense  per  quarter for idle facilities. The Company is attempting to minimize
this  cost  by  sub-letting  or  converting  these  properties  to  other
income-producing  uses. Direct operating costs for the Company's video and bingo
centers  totaled  $528,000  during  the  first quarter of 1998. Direct operating
costs  include  video  gaming  parts,  bingo  supplies, repairs and maintenance,
janitorial  services,  insurance, travel, and local taxes, among other expenses.
Depreciation  and  amortization  totaled  $741,000 in the first quarter of 1998,
more  than  double  the  first  quarter  of  1997 balance. This expense includes
amortization of the Company's South Carolina video gaming licenses, depreciation
of the Company's 750 video gaming machines and other assets, and amortization of
the  Company's  intangible  assets.  General  and  administrative (G&A) expenses
totaled  $1.0 million in the first quarter of 1998 and includes the costs of the
Company's  corporate  offices in Texas and two gaming offices in South Carolina.
Approximately  55%  of  G&A  expenses are comprised of personnel costs, with the
balance  comprised  of  costs for insurance, legal, lobbying, professional fees,
telephone  and  travel,  among  others.  The  Company is aggressively focused on
reducing  costs  and,  through the first quarter, has taken action to reduce its
annual  costs  by  over  $800,000  through  workforce  and salary reductions and
sub-letting  of  idle  properties.

Net  other  income totaled $124,000 for the first quarter of 1998 as compared to
$67,000  for  the  first  quarter of 1997. Other income for the first quarter of
1998  was  primarily  comprised  of interest income of $181,000 on the Company's
short-term  investments. The Company recorded $76,000 of income tax liability in
the first quarter of 1998 versus $151,000 in the first quarter of 1997. The 1998
provision  primarily  reflected  state  income  tax obligations. The Company had
approximately  $2.2  million of tax loss carryforwards at the beginning of 1998,
and  does not expect to incur any significant federal income tax liability until
this  carryforward  is  depleted.


                                                                               7
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

RESULTS  OF  OPERATIONS  (CONTINUED)

Net  income  for  the first quarter of 1998 was $454,000, which equated to basic
earnings  per  share  of $.05 and diluted earnings per share of $.04. Net income
for  the  first quarter of 1997 was $616,000, which equated to basic and diluted
earnings  per  share  of  $.09.  The  number of basic Company shares outstanding
totaled  9.4  million in the first quarter of 1998 as compared to 6.8 million in
the  first  quarter  of  1997.  This  share  increase  was  primarily due to the
Company's warrant call at the end of 1997, which increased shares outstanding by
2.3  million.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  1998, the Company had cash and cash equivalents of approximately
$11.2  million,  down  from  $11.9  million at the end of 1997. Cash declined by
$761,000  during  the  first  quarter  of  1998 primarily as a result of a bingo
center  acquisition  ($500,000), purchase of video gaming machines, licenses and
other  assets  ($447,000),  warrant  financing  costs  ($354,000),  leasehold
improvements  ($335,000), and payments on note and lease obligations ($305,000).
These  expenditures  were  partially  offset  by  cash  provided  by  operating
activities  of  $917,000  and draws against a margin line of credit of $652,000.
The Company intends to re-finance certain of its video gaming machines and other
asset  purchases  under  an  equipment  lease  credit  line.

Cash  flows  from  operating activities totaled $917,000 in the first quarter of
1998 and were led by the Company's net income of $454,000, adjusted for non-cash
costs  for  depreciation,  gaming  license  amortization  and  intangible  asset
amortization  of  $741,000,  reduced  by  net  changes  in  operating assets and
liabilities  of  ($278,000).  Cash  flows from operating activities in the first
quarter of 1997 totaled $733,000, which was less than comparable 1998 cash flows
from operating activities due to the increase in the Company's business from the
addition  of new bingo centers and video gaming machines since the first quarter
of  1997.

Cash  flows from investing activities in the first quarter of 1998 totaled ($1.7
million)  and  were  comprised  of  the  aforementioned  expenditures  for  the
acquisition of a bingo center, video gaming machines and licenses, and leasehold
improvements  to  the  Company's  gaming  and  bingo properties. Cash flows from
investing activities in the first quarter of 1997 totaled ($247,000), which were
much  lower  than  comparable  1998  cash flows from investing activities due to
lower  capital and intangible asset expenditures and investments in video gaming
licenses  in  the  first  quarter  of  1997.

Cash flows from financing activities in the first quarter of 1998 netted to zero
and  were  primarily  comprised of $652,000 of borrowings under a margin line of
credit, offset primarily by expenditures totaling $652,000 for warrant financing
costs  and  payments  on  the  Company's  outstanding  capital  lease  and  note
obligations  issued  for  the  purchase  of equipment. Cash flows from financing
activities  in  the  first quarter of 1997 totaled ($24,000), which was slightly
lower  than  comparable  1998  cash  flows  from  financing activities that only
included  payments  on  notes  and  capital  leases.

Current  assets totaled $13.4 million at the end of the first quarter, providing
the  Company  with working capital of $10.8 million and a current ratio (current
assets  divided  by  current liabilities) of over 5.2. Cash and cash equivalents
totaled  $11.2  million  at the end of the first quarter of 1998 and represented
nearly  half of the Company's total assets. Accounts receivable totaled $875,000
and  were  primarily  comprised  of  short-term  advances  to video gaming route
location  owners.  Total  notes  receivable,  less  provision  for  doubtful
collectibility,  totaled  $1.1  million  at March 31, 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.  Total  prepaid licenses of $1.2 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  for  operations.


                                                                               8
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

Net  property and equipment totaled $6.4 million at the end of the first quarter
of  1998.  The  majority  of  property  and equipment is comprised of video game
machines (the Company had over 750 video gaming machines in operation at the end
of the first quarter of 1998). Intangible assets totaled $3.2 million at the end
of the first quarter of 1998 and were primarily comprised of goodwill associated
with  the  Company's  acquisition  of  bingo  centers.

Current  liabilities totaled $2.6 million and long-term liabilities totaled $1.5
million  at  the  end  of the first quarter of 1998. The majority of liabilities
were  comprised  of $2.8 million of notes payable and capital lease obligations,
primarily  for  the Company's acquisition of video gaming machines over the past
year.

The Company had total assets of over $25.1 million and total liabilities of $4.1
million  at  the  end  of  the first quarter of 1998, with shareholder equity of
$20.9  million.  Management  believes  that  its  current cash balances of $11.2
million,  current  operational  cash flows, margin credit line and two equipment
lease financing credit lines will support operational and expansion requirements
for  the  next  year.  The Company intends to finance future expansion primarily
through  the  use  of  cash,  stock  and notes. The Company may seek incremental
financing  for  certain  particularly  lucrative  acquisition opportunities. The
Company  intends  to  use  a  portion  of its cash to repurchase its shares on a
periodic  basis.


PART  II  -  OTHER  INFORMATION

ITEM  5.  OTHER  EVENTS

On  May  4,  1998  the  Company announced that it had hired Mr. Andre Hilliou as
Chief  Executive  Officer  pursuant  to  a  three-year employment agreement. Mr.
Hilliou  will  also  serve on the Company's Board of Directors. Mr. Hilliou, age
50,  has  over  28  years  of experience in the gaming industry, including Chief
Executive  Officer  and  other senior management positions with Aristocrat Inc.,
the  world's  second  largest  gaming machine manufacturer, and Showboat Inc., a
renowned  international  casino  hotel  operator.

The  Company also announced on this date that it had terminated a Stock Purchase
Agreement  to  acquire  three  Mississippi  bingo  centers  from  Bingo & Gaming
International.  The  Company  was  uncertain  whether it would have been able to
continue rents on these properties that would have allowed the Company to earn a
fair  return  on  its  proposed  investment. The Company also announced that Mr.
Jeffrey  Gilbert  had  resigned  from the Board to allow the Company's new Chief
Executive  Officer  to  make  a  future  appointment.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


The  Company  filed  the  following  reports  during  the first quarter of 1998:

<TABLE>
<CAPTION>
Date                        Items  Reported               Financial Statements
----                        ---------------               -------------------
<S>                <C>                                    <C>
February 18, 1998  Darlington Music Company acquisition   Yes - attached to 8-K filing

March  11,  1998   Updates to South Carolina legislation  N/A affecting the video gaming industry
</TABLE>


                                                                               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.

                                         May  15,  1998


                                         By:

                                         /s/    George  M.  Harrison,  Jr.
                                         ---------------------------------
                                         George  M.  Harrison,  Jr.
                                         Chairman  of  the  Board


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



<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.

                                         May  15,  1998


                                         By:

                                         ---------------------------------
                                         George  M.  Harrison,  Jr.
                                         Chairman  of  the  Board


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

<PAGE>