SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                  FORM 10-QSB/A

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

                   FOR THE FISCAL QUARTER ENDED MARCH 31, 1999

                                       OR

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

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

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

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



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


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


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


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

As  of  April 30, 1999, the Issuer had 9,945,590 shares of its Common Stock, par
value  $.001  per  share,  issued  and  outstanding.

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


<PAGE>
                              CHANGES TO THE 10-QSB

                   FOR THE FISCAL QUARTER ENDED MARCH 31, 1999



This  Quarterly Report on Form 10-QSB/A amends the Company's Quarterly Report on
Form  10-QSB  previously  filed  for  the  quarter  ended  March 31, 1999.  This
Quarterly  Report  on  Form  10-QSB/A  is filed in connection with the Company's
restatement  of its financial statements for the periods presented to reflect an
adjustment  for  an  error in the computation of prepaid license expenses and to
disclose  the gain on settlement with a related party as a separate line item in
the  consolidated  statement  of  operations.

As  a result of the error in the computation of the prepaid license expense, the
financial statements have been adjusted to reflect a decrease in prepaid license
expense  of approximately $105,000 at March 31, 1999 on the consolidated Balance
Sheet and an increase to license expense of approximately $105,000 for the three
months  ended  March  31,  1999  on the consolidated statement of operations.  A
further  adjustment  was made to reflect a decrease in state income tax payables
of  approximately $5,500 at March 31, 1999 on the consolidated balance sheet and
a  decrease  to  state  income tax expense of approximately $5,500 for the three
months  ended March 31, 1999 on the consolidated statement of operations.  These
changes  result  in  a  $99,500  decrease to earnings.  Net income for the first
quarter of 1999 is amended to $76,342 which equates to a basic and fully diluted
earnings  per  share  of  $.01.  The gain on settlement with a related party has
been  reclassified  out of other income and expenses to a separate line item for
the  three  months ended March 31, 1999.  Except as otherwise noted, information
contained  in  this  Quarterly  Report  is  as  of  March  31,  1999.


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

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

                                          ASSETS
                                          ------


                                                                           March 31, 1999
                                                                          ----------------
<S>                                                                       <C>
Current Assets:
     Cash and cash equivalents                                            $     4,372,742
  Accounts receivable net of allowance for doubtful
    accounts of $136,566                                                          513,044
  Notes receivable - current portion ($165,204 to related parties),
    net of allowance for doubtful accounts of $162,699                            388,103
  Prepaid license expense - current portion                                     1,187,486
  Other prepaid expenses                                                          410,659
                                                                          ----------------
      Total Current Assets                                                      6,872,034
                                                                          ----------------

Property and Equipment - at cost, net of accumulated
    depreciation and amortization                                               6,595,768

Other Assets:
  Notes receivable, net of current portion ($383,695 to related parties)          835,458
  Prepaid license expense, net of current portion                                 220,202
  Intangible assets, net of accumulated amortization                            4,607,827
  Other non-current assets                                                        177,603
                                                                          ----------------
      Total Other Assets                                                        5,841,090
                                                                          ----------------

TOTAL ASSETS                                                              $    19,308,892
                                                                          ================

                           LIABILITIES AND STOCKHOLDERS' EQUITY
                           ------------------------------------

Current Liabilities:
  Notes payable - current portion ($47,888 to related parties)            $       824,463
  Capital leases payable - current portion                                        416,507
  Trade accounts payable                                                           99,606
  Accrued expenses and other current liabilities                                  322,383
                                                                          ----------------
      Total Current Liabilities                                                 1,662,959
                                                                          ----------------

Long-term Liabilities:
  Notes payable, net of current portion ($271,392 to related parties)           1,046,990
  Capital leases payable, net of current portion                                  111,687
                                                                          ----------------
      Total Long-term Liabilities                                               1,158,677
                                                                          ----------------

Stockholders' Equity:
  Common stock, $.001 par value,
    authorized 20,000,000 shares,
    issued 10,176,890 shares                                                       10,177
  Additional paid-in-capital                                                   23,481,630
  Treasury stock - 231,300 shares                                                (686,399)
  Accumulated deficit                                                          (6,318,152)
                                                                          ----------------
      Total Stockholders' Equity                                               16,487,256
                                                                          ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    19,308,892
                                                                          ================
</TABLE>


                 See notes to consolidated financial statements.

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

                                                                                   Three  Months  Ended  March  31,
                                                                                         1999          1998
<S>                                                                                   <C>          <C>
REVENUES:
     Video Gaming                                                                     $1,974,322   $ 2,599,154
     Bingo                                                                             1,372,361       981,766
     Other                                                                               274,445       136,355
                                                                                      -----------  ------------

TOTAL REVENUES                                                                         3,621,128     3,717,275
                                                                                      -----------  ------------

COSTS AND EXPENSES:
     Direct salaries and other compensation                                              289,547       540,028
     Rent and utilities ($26,310 and $26,310, respectively to related parties)           536,393       498,402
     Direct operating costs                                                              619,019       527,513
     Depreciation and amortization                                                       727,430       424,800
     License expense                                                                     461,491       315,815
     General and administrative                                                          885,298     1,003,979
                                                                                      -----------  ------------

TOTAL COSTS AND EXPENSES                                                               3,519,178     3,310,537
                                                                                      -----------  ------------

OPERATING INCOME                                                                         101,950       406,738

OPERATING INCOME AND EXPENSES:
     Interest and investment income ($7,265 and $0, respectively to related parties)      59,443       180,541
     Interest expense ($6,688 and $0, respectively to related parties)                   (71,304)      (91,755)
     Gain on settlement with a related party, net of legal expenses of $100,000          137,321           ---
     Other income and (expense)                                                           33,000        35,104
                                                                                      -----------  ------------

TOTAL OTHER INCOME AND EXPENSES                                                          158,460       123,890
                                                                                      -----------  ------------

NET INCOME BEFORE PROVISION FOR INCOME TAXES                                             260,410       530,628

PROVISION FOR INCOME TAXES                                                               184,068        76,403
                                                                                      -----------  ------------

NET INCOME                                                                            $   76,342   $   454,225
                                                                                      ===========  ============


EARNINGS PER SHARE:

    Basic                                                                             $      .01   $       .05
                                                                                      ===========  ============

    Diluted                                                                           $      .01   $       .04
                                                                                      ===========  ============

Weighted average shares outstanding - basic                                            9,851,316     9,353,518

Weighted average shares outstanding - diluted                                          9,851,975    10,577,657
</TABLE>


                 See notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)


                                                                        Three  Months  Ended  March  31,
                                                                              1999          1998
                                                                           -----------  -------------
<S>                                                                        <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITES:
  Net income                                                               $   76,342   $    454,225
  Adjustments to reconcile net income to
    net cash provided by operating activities:
  Depreciation and amortization                                               724,186        740,615
  Provision for uncollectible receivables                                      75,631            ---
  Unrealized investment losses                                                    ---        (40,112)
  Gain on litigation settlement                                                 1,300            ---
  Increase (decrease) in cash flows as a result of changes in
    asset and liability account balances:
      Accounts receivable                                                    (209,279)      (159,183)
      Prepaid licenses                                                         91,704       (329,696)
      Deposits                                                                 (5,918)           ---
      Other prepaid expenses and current assets                               131,446        (32,967)
      Trade accounts payable                                                  (40,704)      (356,630)
      Accrued expenses and other current liabilities                           52,048            ---
                                                                           -----------  -------------
NET CASH PROVIDED BY OPERATING ACTIVITES                                      896,756        276,252
                                                                           -----------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Intangible expenditures                                                         ---       (509,391)
  Property and equipment expenditures                                        (404,998)      (571,672)
  Collections of notes receivable                                             170,226         43,472
  Issuance of notes receivable                                                (20,000)            --
  Reductions of notes receivable allowance                                    (32,896)           ---
  Proceeds from sale of property and equipment                                  7,335            ---
                                                                           -----------  -------------
NET CASH USED IN INVESTING ACTIVITIES                                       ( 280,333)   ( 1,037,591)
                                                                           -----------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations                                      (113,778)       (87,610)
  Payments on notes payable                                                  (397,885)      (216,666)
  Proceeds from issuance of common stock                                          ---         39,000
  Payments related to warrant financing costs                                     ---       (354,422)
  Dividend payments to preferred stockholders                                     ---        (31,828)
  Proceeds from issuance of common stock for employee stock purchase plan       3,000            ---
  Proceeds from option exercises                                              311,581            ---
  Proceeds from margin line of credit                                             ---        651,613
                                                                           -----------  -------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                          (197,082)            87
                                                                           -----------  -------------

NET INCREASE (DECREASE) IN CASH                                               419,341       (761,252)

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

CASH AT END OF PERIOD                                                      $4,372,742   $ 11,175,610
                                                                           ===========  =============
</TABLE>


                 See notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)

                                                       Three  Months  Ended  March  31,
                                                               1999      1998
                                                             --------  --------
<S>                                                          <C>       <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Cash payments:

    Interest                                                 $ 71,304  $138,887
                                                             ========  ========

    Income taxes                                             $102,203  $126,649
                                                             ========  ========


  Non-cash transactions:

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

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

    Acquisition of businesses in exchange for common stock   $    ---  $ 90,000
                                                             ========  ========

</TABLE>


                 See notes to consolidated financial statements.

<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


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


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


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


<TABLE>
<CAPTION>
Property and equipment at March 31, 1999 consists of the following:
<S>                                                                  <C>

    Land                                                             $   189,671
    Buildings                                                            379,342
    Building and leasehold improvements                                2,655,750
    Video gaming machines and bingo equipment                          7,545,446
    Equipment, furniture and fixtures                                  1,042,661
    Automobiles                                                          326,356
                                                                     ------------
                                                                      12,139,226

      Less:  Accumulated depreciation and amortization                (5,543,458)
                                                                     ------------

  Property and equipment, net                                        $ 6,595,768
                                                                     ============
</TABLE>


Property  and  equipment  at March 31, 1999 includes $1.3 million of assets held
under  capital leases and related accumulated amortization of $347,000.  Related
amortization  expense charged to operations for the three months ended March 31,
1999  and  1998  was  $54,000  each  period.

Total  depreciation  and  amortization  expense,  for  owned  and leased assets,
charged  to  operations  for  the three months ended March 31, 1999 and 1998 was
$494,000  and  $342,000,  respectively.


<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


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


Intangible assets at March 31, 1999 consists of the following:
<S>                                                             <C>
    Goodwill                                                    $ 5,095,436
    Covenants not to compete                                        553,891
                                                                ------------
                                                                  5,649,327

      Less:  Accumulated amortization                            (1,041,500)
                                                                ------------

  Intangible assets, net                                        $ 4,607,827
                                                                ============
</TABLE>


Amortization  expense charged to operations for the three months ended March 31,
1999  and  1998  was  $230,000  and  $83,000,  respectively.


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


The  Company  issued  327,308 shares of its common stock in the first quarter of
1999,  including  325,000  shares  pursuant to stock options exercised and 2,308
shares  pursuant  to purchases under the Company's Employee Stock Purchase Plan.
The Company received proceeds of $310,781 and $3,000 related to these purchases,
respectively.  The  Company  also  recognized  $1,300 in equity proceeds for the
reimbursement  of  Founders  Shares  related  to  litigation  settlement.


NOTE  5  -  EARNINGS  PER  SHARE.
---------------------------------


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

<TABLE>
<CAPTION>
                                                    Three  months  ended  March  31,
                                           ------------------------------------------------
                                                    1999                     1998
                                           ----------------------  ------------------------
                                             Basic      Diluted       Basic       Diluted
<S>                                        <C>         <C>         <C>          <C>

Numerator:
-----------------------------------------
  Net income                               $   76,342  $   76,342  $  454,225   $   454,225
  less preferred dividends                        ---         ---     (31,228)          ---
                                           ----------  ----------  -----------  -----------
  Income available to common stockholders  $   76,342  $   76,342  $  422,997   $   454,225
                                           ==========  ==========  ===========  ===========

Denominator:
-----------------------------------------
  Weighted average shares outstanding       9,851,316   9,851,316   9,353,518     9,353,518
  Effect of dilutive securities:
    Preferred stock                               ---         ---         ---       543,153
    Stock options and warrants                    ---         659         ---       680,986
                                           ----------  ----------  -----------  -----------
  Weighted average shares outstanding       9,851,316   9,851,975   9,353,518    10,577,657
                                           ==========  ==========  ===========  ===========

  Earnings per share                       $      .01  $      .01  $      .05   $       .04
                                           ==========  ==========  ===========  ===========
</TABLE>

<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


NOTE  6  -  INCOME  TAXES
-------------------------


The  Company  recorded  approximately  $184,000  and $76,000 of state income tax
expense,  respectively, for the three months ended March 31, 1999 and 1998.  The
Company  does  not expect to incur material federal income tax charges until the
depletion  of  its  accumulated  federal  income  tax  loss carryforwards, which
totaled  approximately  $2.4  million at March 31, 1999.  The utilization of the
net  operating  loss  is  subject  to limitations in accordance with  382 of the
Internal  Revenue  Code.


NOTE  7  -  RELATED  PARTY  TRANSACTIONS.
-----------------------------------------


At  March  31,  1999, notes receivable included promissory notes receivable from
related  parties  totaling  $549,000.  The interest rates range from 7.0% - 8.0%
with  maturity  dates ranging from May 9, 1999 to May 31, 2001.  Interest income
related  to  these notes recorded by the Company was $7,265 for the three months
ended  March  31,  1999.

In  conjunction  with  the  purchase  of Ambler Bingo in March 1998, the Company
issued  a  promissory  note  payable  in the amount of $400,000 to the seller (a
related  party),  as partial consideration for this purchase.  This note payable
is  due  in  monthly installments of $9,765, with an interest rate of 8.0% and a
maturity  date  of  May  2002.  For  the  three months ended March 31, 1999, the
Company  recognized  $6,688  of  interest  expense  related  to this obligation.

As a part of the Company's acquisition of Darlington Music Co., Inc, the Company
assumed a related party lease for an office and game machine warehouse facility.
The  lease is by and between the Company and a 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 three months ended March 31, 1999 and 1998, the Company has expensed $10,500
for  rental  payments  to  the  related  parties  under  this  lease.

As  a part of the acquisition of Gold Strike, Inc. and Lucky 4, Inc. the Company
assumed an operating lease for gaming properties located in South Carolina.  The
lessor  is  a  partnership  in  which a Director of the Company is a 50% general
partner.  This  lease  expires November 2001, and contains renewal options.  The
monthly rental payments under this lease are $5,270.  For the three months ended
March 31, 1999 and 1998, the Company has expensed $15,810 for rental payments to
the  related  party  under  this  lease.

An  entity  owned and managed by one person who is a shareholder and Director of
the  Company,  and  a second person who is a shareholder of the Company, entered
into  a  three  year Agreement with the Company in November, 1998 to operate the
Company's  non-route  video  gaming  operations  at  eight  video gaming machine
centers.  In connection with this Agreement, the Company entered into a lease or
sublease  with  the  operator at seven of the eight video gaming machine centers
which  provide for the monthly payment of rent by the operator.  The Company has
recognized  a  benefit  of  $89,583  for  the  three months ended March 31, 1999
related  to  these  lease  and  subleases.


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES
-------------------------------------------


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

In  1997,  one  of  the Company's subsidiaries was named a defendant (among many
other  video  gaming  operators)  in a legal action in the Federal U.S. District
Court  in  Columbia,  South  Carolina filed by video poker players.  This action
alleges  various  wrongful  acts  by  the defendants, including allegations that
certain  of  the  defendants'  video  gaming  operations  in  South Carolina: i)
comprise  a  lottery,  which  violates  the  state constitution; ii) violate the
state's  daily  net  video  gaming machine payout limit of $125 per player; iii)
violate  the  state's  single  premise  rule  which only allows up to five video
gaming  machines  per  premise;  and iv) violate the state's prohibition against
beer  and  wine  permit  holders  allowing  gambling  or  games  of chance.  The
plaintiffs  in  this  action  are  attempting to have this action certified as a
class  action  lawsuit.  The  plaintiffs  seek  to  recover  the money lost from
playing  video  poker and to restrict or otherwise limit in various respects the
manner  in  which  video gaming operations are conducted in South Carolina.  The
District Judge certified questions for an advisory opinion of the South Carolina
Supreme  Court  regarding whether video gaming constitutes an illegal lottery in
South  Carolina.  The  Supreme  Court issued an opinion in November 1998 stating
that video gaming does not constitute an illegal lottery.  In addition, in April
1999 the District Court ruled that video gaming cash payouts are limited to $125
per day per player based on the existing law in South Carolina.  Other issues in
this  case  are  still pending in the District Court.  The Company believes that
this  action  is completely without merit and will defend itself vigorously.  If
this  case  were  to  be  decided  against  the  Company, it would likely have a
material adverse effect on the financial position and operations of the Company.
Refer,  also,  to  Note  10.

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.


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED).
---------------------------------------------------------


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
that  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.  At the current time, the Department of Revenue is issuing
beer and wine permits for locations which also offer video poker.  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.

On  September  9, 1998, the Company filed a lawsuit in the Court of Common Pleas
for  the  Fifth Judicial Circuit in Columbia, South Carolina, against two former
directors,  Greg  Wilson  and  Robert  Hersch,  Investors  Associates, Inc., who
previously  served  as  the Company's underwriter, and two former employees, Roy
Stevens  and  Paul Hermelink.  On February 26, 1999, the Company and Greg Wilson
entered into a settlement with respect to this lawsuit and other issues and thus
Greg  Wilson has since been dismissed with prejudice from this lawsuit.  Also on
April  14,  1999,  the  Company and Robert Hersch entered into a settlement with
respect  to  this lawsuit and other issues and thus Robert Hersch has since been
dismissed  with  prejudice from this lawsuit.  The lawsuit seeks to recover both
actual  and  punitive  damages,  as  well  as  the  return of profits wrongfully
obtained  and  the  return  of  assets,  including  common stock of the Company,
wrongfully  acquired,  pursuant  to  various causes of action.  On September 30,
1998,  Greg  Wilson and various family members filed suit against the Company in
the  Court  of  Chancery  for  the  State  of  Delaware,  which lawsuit was also
dismissed  with prejudice in connection with the settlement with Greg Wilson and
various  family  members  discussed  above.  Refer,  also,  to  Note  10.

On  December 17, 1998, Roy Stevens, a former employee and current shareholder of
the  Company,  filed a lawsuit against the Company, certain of its subsidiaries,
and  certain  officers,  directors  and employees of the Company in the Court of
Common  Pleas  for  the  Eleventh Judicial Circuit in Lexington, South Carolina.
The  lawsuit  alleged  that  the  defendants breached fiduciary duties, breached
contracts,  maliciously  prosecuted  the  plaintiff,  and  engaged  in  various
fraudulent  and  illegal  acts.  In April 1999, the Court dismissed this lawsuit
without  prejudice  due  to the pending litigation between the parties discussed
above.  The possibility exists that Mr. Stevens may re-file these allegations as
a  counterclaim  to  the  pending  litigation.  The  plaintiff sought to recover
actual  and  punitive  damages  of  an unspecified amount, the reassignment of a
lease  agreement  which  secures  a promissory note issued by the Company to the
plaintiff,  and  to  have  a  receiver  appointed to take control of the Company
during  the pendency of this lawsuit.  The Company believes that the allegations
are  completely  without  merit and the Company will defend itself vigorously if
the  allegations  are  re-filed  in  any manner.  If such allegations were to be
decided  against the Company they would likely have a material adverse effect on
the  financial position and operations of the Company.  Refer, also, to Note 10.

The  South  Carolina  legislature  is currently considering proposed legislation
that  would  significantly  overhaul the regulatory framework for video poker in
South  Carolina  and  would  impose significantly higher taxes.  The legislation
currently  proposed  in  the  South  Carolina  House  of Representatives differs
significantly  from  the  legislation  currently  proposed in the South Carolina
Senate.  Accordingly, there is uncertainty as to whether any legislation will be
adopted  in  the  current  year  and,  if adopted, the nature and impact of such
legislation.  However,  any  such legislation, if adopted, could have a material
adverse  effect  on  the  financial  position  and  operations  of  the Company.

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


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


NOTE  9  -  SEGMENTS
--------------------


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

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

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

<TABLE>
<CAPTION>
                                                       March  31,  1999
                                    ---------------------------------------------------------
                                    Video Gaming      Bingo       Adjustment    Consolidated
                                    -------------  -----------  --------------  -------------
<S>                                 <C>            <C>          <C>             <C>
  Revenue                           $   1,974,322  $ 1,372,361  $     274,445   $   3,621,128
  Depreciation and Amortization           342,446      378,807          6,177         727,430
  Segment profit (loss)                   429,646      129,707       (483,011)         76,342
  Segment Assets                        7,749,800   11,186,487        372,605      19,308,892
  Capital expenditures by segment         544,573      286,023          8,817         839,413

                                                       March  31,  1998
                                    ---------------------------------------------------------
                                    Video Gaming      Bingo       Adjustment    Consolidated
                                    -------------  -----------  --------------  -------------

  Revenue                           $   2,599,154  $   981,766  $     136,355   $   3,717,275
  Depreciation and Amortization           211,828      191,885         21,087         424,800
  Segment profit (loss)                   641,062      157,048       (343,887)        454,223
  Segment Assets                        6,961,445    6,699,889     11,400,276      25,061,610
  Capital expenditures by segment         974,339       28,101          8,239       1,010,679
</TABLE>


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


NOTE  10  -  SUBSEQUENT  EVENTS.


In  April 1999 the Federal U.S. District Court in Columbia, South Carolina ruled
that  video  gaming cash payouts are limited to $125 per day per player based on
the  existing  law in South Carolina.  This ruling was issued in connection with
the  lawsuit filed by video poker players against various video gaming operators
which is discussed in Note 8.  The ruling was issued against five specific video
gaming  operators,  but  did not include the Company or any of its subsidiaries.
However,  the  ruling  could  ultimately  have  a material adverse effect on the
entire  video  gaming  industry  in  South  Carolina.

On  April 14, 1999, the Company and Robert Hersch entered into a settlement with
respect  to  the  pending lawsuit filed by the Company against Robert Hersch and
others,  which  lawsuit  is discussed in Note 8.  As a result of the settlement,
Robert  Hersch  has  been  dismissed  with  prejudice  from  the  lawsuit.


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
MARCH  31,  1999


NOTE  10  -  SUBSEQUENT  EVENTS  (CONTINUED).


 In  April  1999, the Court of Common Pleas for the Eleventh Judicial Circuit in
Lexington,  South Carolina, dismissed without prejudice the lawsuit filed by Roy
Stevens  against the Company, certain of its subsidiaries, and certain officers,
directors  and  employees  of  the Company.  The lawsuit is discussed in Note 8.
The  lawsuit was dismissed primarily due to the other pending litigation between
the  parties.  The  possibility  exists  that  Mr.  Stevens  may  re-file  the
allegations  as  a counterclaim to the pending litigation.  The Company believes
that  the  allegations  are  completely  without  merit  and  will defend itself
vigorously  if  the allegations are re-filed in any manner.  If such allegations
were  to  be  decided  against  the  Company,  they would likely have a material
adverse  effect  on  the  financial  position  and  operations  of  the Company.


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

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

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

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

RESULTS  OF  OPERATIONS

The  Company  generated  consolidated  revenues of $3.6 million during the first
fiscal  quarter  ended  March  31,  1999  as  compared  with $3.7 million in the
comparable  period  of the prior fiscal year, representing a decrease of $96,000
or  less  than 3%.  Revenues were led by video gaming operations, which produced
$2  million  or  55% of total revenue for the first quarter of 1999, compared to
$2.6 million, or 70%, in the comparable quarter of the prior year.  The decrease
in  video  gaming  revenues was primarily a result of the re-organization of the
free-standing  video  gaming machine ("VGM") operations into route operations in
the  fourth  quarter  of  1998.  Bingo  rental  and  other revenues totaled $1.6
million  or  45%  of revenues for the first quarter of 1999, as compared to $1.1
million  or  30%  of total revenues for the first quarter of 1998.  Bingo rental
and  other  revenues  increased  primarily  due  to seven additional Texas bingo
centers  which  were open in the first quarter of 1999 that were not open in the
first quarter of 1998, offset partially by decreased bingo and other revenues in
South  Carolina.  Approximately  62%  of  first quarter 1999 total revenues were
generated  in  South Carolina, with 24% in Texas and 14% in Alabama, as compared
to first quarter 1998 revenues of 81% in South Carolina, 7% in Texas, and 12% in
Alabama.  This  shifting  of  revenues  by  region  is  a  reflection  of  the
reorganization  of the free-standing VGM operations in South Carolina as well as
the  additional seven bingo halls in Texas contributing to operating revenues in
the  first  quarter  1999.

Total  costs  and expenses were $3.5 million in the first quarter of 1999 versus
$3.3  million  in the first quarter of 1998, an increase of $209,000 or 6%.  The
increase  in  total  costs  and  expenses is primarily attributable to increased
operating  costs, consistent with the increase in revenues, from operating seven
additional  bingo  centers  in  Texas, which, in part, offset expense reductions
resulting  from  the  reorganization  of  the  Company's freestanding VGM's into
effectively  route  locations.

Depreciation, amortization and license expense totaled $1.2 million in the first
quarter  of  1999,  an increase of $448,000 from the first quarter of 1998.  The
expense  includes  the depreciation of the Company's South Carolina video gaming
machines  and  related  license  expenses  as  well  as  the amortization of the
Company's  intangible  assets which consist primarily of goodwill related to the
acquisition  of  the  seven  bingo  halls  in  Texas.

General  and  administrative  expenses  totaled $885,000 in the first quarter of
1999,  compared  to  $1,004,000 in 1998, a decrease of approximately $119,000 or
12%.

First  quarter  1999  rent  and  utilities  for the Company's freestanding video
gamerooms  and bingo centers totaled $536,000, compared to $498,000 for the same
period  in  1998,  an  increase of 8%.  The Company is continuing its efforts to
minimize rent expenses by subletting, converting, or terminating leases for idle
and  unperforming  properties.

Direct  operating  costs  for  the  first  quarter  of  1999 totaled $619,000 as
compared  to  $528,000 for the same period in 1998, an increase of approximately
$91,000  or  17%.  This  increase  in  direct  operating  costs  is  primarily
attributable  to  increased  operating  costs,  consistent  with the increase in
revenues,  from  operating  seven  additional  bingo  centers  in  Texas.

AMERICAN  BINGO  &  GAMING  CORP.

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

<PAGE>
RESULTS  OF  OPERATIONS  (CONTINUED)

Net  other income totaled $158,000 for the first quarter of 1999, as compared to
$124,000  for  the  first quarter of 1998. Other income for the first quarter of
1998  was  primarily  comprised  of  interest income of $59,000 on the Company's
short-term investments.  Included in operating income and expenses for the first
quarter  of  1999  were proceeds received from the liquidation of Company common
stock  by  the former Company president Greg Wilson and members of his family of
$237,000,  less  related legal costs of $100,000.  As a result of the settlement
agreement  entered  into  on February 26, 1999, the Company will receive the net
proceeds  from  the  sale of up to 200,000 shares of the Company's common stock,
and  $1,300  as  consideration  for the founder's stock originally issued to the
former  president.

Net  income  for the first quarter of 1999 was $76,000, which equated to a basic
and  fully diluted earnings per share of $.01.  Net income for the first quarter
of  1998  was  $454,000  which equated to a basic and fully diluted earnings per
share  of  $.05  and  $.04,  respectively.  The weighted average number of basic
Common Stock shares outstanding totaled 9.9 million in the first quarter of 1999
as  compared  to  9.4  million  in  the  first  quarter  of 1998.  The change is
primarily  due  to  the  issuance  of Common Stock in the second half of 1998 in
connection  with  the  redemption  of  preferred  stock, the issuance of 128,000
shares  of  Common Stock in October 1998 related to the acquisition of six bingo
halls  in  Texas, the issuance of 325,000 shares of Common Stock in January 1999
in  connection  with  the  exercise  of  stock  options,  less the repurchase of
approximately 360,000 shares of Common Stock under the Company's buyback program
during  1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash and cash equivalents at March 31, 1999 totaled $4.4 million and represented
approximately  23%  of  the Company's total assets of $19.3 million.  Cash flows
from  operating  activities  for  the  first  quarter  of  1999 totaled $897,000
compared  to  $276,000  during  the  first  quarter  of  1998,  an  increase  of
approximately  225%.  Cash  flows from operating activities in the first quarter
of  1999  were  comprised  of  the Company's net income of $76,000, adjusted for
non-cash  amounts  of  depreciation expense and intangible asset amortization of
$724,000,  and  $76,000 related to a decrease in the provision for uncollectible
receivables,  increased  by  net  changes in operating assets and liabilities of
approximately  ($19,000).

Net  cash  used  in  investing  activities  totaled $280,000 for the three month
period  ending  March  31,  1999  compared to $1,038,000 in the first quarter of
1998.  Cash used in investing activities consisted primarily of $405,000 related
to  property  and  equipment purchases, offset by $170,000 from the repayment of
notes  receivable.  Cash  used  in  investing activities in the first quarter of
1998  were  primarily  related  to  capital  and  intangible asset expenditures.

Cash used in financing activities in the first quarter of 1999 totaled $197,000,
as  compared to net cash flows from financing activities in the first quarter of
1998  of  less  than $100.00.  Cash used related to financing activities in 1999
included  $512,000  of  net  cash paid to reduce notes payable and capital lease
obligations.  Cash  received  relating to financing activities included $315,000
primarily  related to stock options exercised during the first quarter 1999, and
stock  purchases  under  the  Employee  Stock  Purchase  Plan.

At  March  31,  1999  the  Company  had $19.3 million in total assets with total
liabilities  of  $2.8  million  and $16.5 million of shareholders equity.  Total
assets  include  $4.4  million  in  cash, $1.7 million of net accounts and notes
receivable,  $6.6  million of property and equipment, $4.6 million of intangible
assets, $1.4 million in prepaid video gaming licenses, and $0.6 million of other
assets.  Total  liabilities  primarily  consist  of  notes  and  capital  lease
obligations  of  $2.4  million.

Net  property and equipment totaled $6.6 million at the end of the first quarter
of  1999.  The  majority  of property and equipment is comprised of video gaming
machines.  Intangible  assets,  net  of  accumulated  amortization, totaled $4.6
million  at  the  end  of the first quarter of 1999 of which 73% is comprised of
goodwill  and covenants not to compete associated with the Company's acquisition
of  seven  bingo  centers  in  Texas  during  1998.

Current  liabilities totaled $1.7 million and long-term liabilities totaled $1.1
million  at  the  end of the first quarter of 1999.  The majority of liabilities
were  comprised  of  $2.4 million of notes payable and capital lease obligations
related  to  the  Company's  acquisition  of  video  gaming  machines.


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

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

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

Current  assets  totaled  $6.9  million at the end of the first quarter of 1999,
providing  the  Company with working capital of approximately $5.2 million and a
current  ratio  of  over 4 to 1.  Cash and cash equivalents totaled $4.4 million
and  represented  23%  of  the  Company's total assets.  Net accounts receivable
totaled  $513,000  and  were  primarily  comprised  of operating receivables and
short-term  advances to video gaming route location owners.  Total current notes
receivable,  less  provision  for  doubtful  collectability, totaled $388,000 at
March  31, 1999.  Note receivables are primarily comprised of a note balance due
on  the  Company's  sale of a Florida bingo center at the end of 1995, and notes
receivable  with  related  parties.  Total  prepaid  licenses  of  $1.4  million
represent  the  Company's  portfolio of video gaming licenses for VGM's in South
Carolina.  Video  gaming  parts  and  bingo supplies are expensed at the time of
purchase,  therefore  no  inventory  is  recorded  for  operations.

The  Company's  ongoing  operational  funding  requirements include video gaming
licenses  on  new  and  existing  machines which are funded by cash at a cost of
$4,000  for  a two year license and is required for each of the Company's VGM's.
There  are currently no additional taxes on VGM's in South Carolina, although it
is  possible that variable taxes and other regulations may be implemented in the
future  to  replace  or  modify  the current licensing structure.  The operating
lease  obligations  of  the  Company's  bingo  segment will continue to use cash
derived  from operations and the Company expects to renegotiate existing leases,
where  possible,  and  to  structure  future  lease  obligations consistent with
expected  future  cash flows from the leased center's operations and fair market
rental  rates.

YEAR  2000  ISSUE

The  Company  has  conducted  a  comprehensive review of its computer systems to
identify  potential  problems that could be caused by the Year 2000 issue.  This
issue  is  the  result  of  computer programs that were written using two digits
rather  than  four to define the applicable year.  Such programs may recognize a
date  using "00" as the year 1900 rather than year 2000, which could result in a
system  failure  or miscalculation.  Management currently believes that the Year
2000  issue  will  not  pose  significant operational problems for the Company's
computer  systems  or result in significant costs to become Year 2000 compliant.
However,  if  the  Company's  computer systems were subject to undetected system
failures  or  operational problems resultant from the Year 2000 issue, there can
be  no  assurance  that  any one or more such failures would not have a material
adverse  effect  on  the  Company.  The  Company  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  May 1999.  The Company intends to rely on Year 2000 compliance on
the  part  of  public  utility  providers  and  all  state  and local regulatory
agencies,  although  non-compliance by those entities could materially adversely
affect  the  Company's  financial  condition  and  operations.


<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS.

10.1     Amended  and Restated 1994 Stock Option Plan (incorporated by reference
         to Exhibit 10.1 of the Annual  Report  on  Form  10-KSB  filed  by  the
         Company for the year  ended  December  31,  1998).

10.2     Amended  and  Restated 1995 Employee Stock Option Plan (incorporated by
         reference  to  Exhibit  10.2  of the Annual Report on Form 10-KSB filed
         by the Company  for  the  year  ended  December  31,  1998).

10.3     Amended  and  Restated 1996 Employee Stock Option Plan (incorporated by
         reference  to  Exhibit  10.4  of the Annual Report on Form 10-KSB filed
         by the Company  for  the  year  ended  December  31,  1998).

10.4     Settlement  Agreement,  Compromise  of  Claims and Mutual Release dated
         February 26, 1999, by  and  among Gregory Wilson, Sally Stewart Wilson,
         Linda Bussey,  the  Linda Bussey Irrevocable Trust, Len Bussey, Barbara
         Wilson and the Company (incorporated by reference  to  Exhibit 99.1  of
         the Current Report on Form 8-K filed by the Company on March 4,  1999).

10.5     Promissory  Note dated February 18, 1999 between the Company and Mims &
         Dye  Enterprises,  LLC (incorporated by reference to  Exhibit 10.23  of
         the Annual Report  on  Form  10-KSB  filed  by the Company for the year
         ended December 31, 1998).

27.1     Restated  Financial  Data  Schedule  (for  SEC  use  only).

(B)     REPORTS  ON  FORM  8-K.

During  the  quarter  ended March 31, 1999, the Company filed one report on Form
8-K.  On  March  4,  1999, the Company filed a Form 8-K to report the Settlement
Agreement,  Compromise  of  Claims  and  Mutual  Release  entered into with Greg
Wilson,  the Company's former President and Chief Executive Officer, and various
members  of his family.  Through this Agreement, the parties settled all pending
litigation  between  themselves.


<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.

                              July  29,  1999


                              By:

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


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


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


Exhibit                                                                                             Sequential
Number   Description                                                                                Page Number
-------  -----------------------------------------------------------------------------------------  -----------
<C>      <S>                                                                                        <C>
   10.1  Amended and Restated 1994 Stock Option Plan (incorporated by reference to Exhibit 10.1
         of the Annual Report on Form 10-KSB filed by the Company for the year ended December
         31, 1998).

   10.2  Amended and Restated 1995 Employee Stock Option Plan (incorporated by reference to
         Exhibit 10.2 of the Annual Report on Form 10-KSB filed by the Company for the year
         ended December 31, 1998).

   10.3  Amended and Restated 1996 Employee Stock Option Plan (incorporated by reference to
         Exhibit 10.4 of the Annual Report on Form 10-KSB filed by the Company for the year
         ended December 31, 1998).

   10.4  Settlement Agreement, Compromise of Claims and Mutual Release dated February 26,
         1999, by and among Gregory Wilson, Sally Stewart Wilson, Linda Bussey, the Linda
         Bussey Irrevocable Trust, Len Bussey, Barbara Wilson and the Company (incorporated by
         reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Company on
         March 4, 1999).

   10.5  Promissory Note dated February 18, 1999 between the Company and Mims & Dye
         Enterprises, LLC (incorporated by reference to Exhibit 10.23 of the Annual Report on Form
         10-KSB filed by the Company for the year ended December 31, 1998).

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


<PAGE>