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, 1997

Commission  file  No.    0-13530
                                      OR

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

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



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


            515 CONGRESS AVENUE, SUITE 1200,  AUSTIN, TEXAS  78701
            ------------------------------------------------------
                   (Address of principal executive offices)

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


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

Securities  registered  pursuant  to  Section  12(g) of the Act: COMMON STOCK,
                                     REDEEMABLE COMMON STOCK PURCHASE WARRANTS

                          COMMON STOCK $0.001 PAR VALUE
                          -----------------------------
                               (Title of Class)

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


On  APRIL 21, 1997, the Registrant had 4,235,494 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, 1997
------------------------------------------------------------------------------------
<S>                                                                 <C>
ASSETS
Current Assets
    Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $     1,246,330 
    Accounts receivable, net . . . . . . . . . . . . . . . . . . .           89,977 
    Notes receivable - current, net (Note 2) . . . . . . . . . . .          322,759 
    Other current assets . . . . . . . . . . . . . . . . . . . . .           50,493 
------------------------------------------------------------------------------------
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . .        1,709,559 

Property and Equipment, net  (Note 3). . . . . . . . . . . . . . .        1,794,384 

Other Assets
    Notes receivable, net (Note 2) . . . . . . . . . . . . . . . .          600,873 
    Intangible assets, net  (Note 4) . . . . . . . . . . . . . . .        1,259,665 
    Licenses, other non-current assets . . . . . . . . . . . . . .          139,998 
------------------------------------------------------------------------------------
Total Other Assets . . . . . . . . . . . . . . . . . . . . . . . .        2,000,536 

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     5,504,479 
====================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Accounts payable and accrued expenses. . . . . . . . . . . . .  $       177,568 
    Deferred revenues. . . . . . . . . . . . . . . . . . . . . . .           30,000 
    Obligations under capital leases - current . . . . . . . . . .           26,441 
    Note payable - current (Note 5). . . . . . . . . . . . . . . .          140,483 
------------------------------------------------------------------------------------
Total Current Liabilities. . . . . . . . . . . . . . . . . . . . .          374,492 

Long-term liabilities
   Obligations under capital leases. . . . . . . . . . . . . . . .           46,491 
   Note payable (Note 5) . . . . . . . . . . . . . . . . . . . . .          665,386 
   Other payable (Note 6). . . . . . . . . . . . . . . . . . . . .          206,250 
------------------------------------------------------------------------------------
Total Long-term Liabilities. . . . . . . . . . . . . . . . . . . .          918,127 

Shareholders' Equity
    Preferred Stock, $.01 par value, authorized 1,000,000 shares,
      no shares issued and outstanding . . . . . . . . . . . . . .               -- 
    Common Stock, $.001 par value, authorized 20,000,000 shares,
      issued and outstanding 4,162,494 shares. . . . . . . . . . .            4,163 
    Additional paid-in capital . . . . . . . . . . . . . . . . . .       11,063,896 
    Retained earnings (accumulated deficit). . . . . . . . . . . .       (6,856,199)
------------------------------------------------------------------------------------
Total Shareholders' Equity . . . . . . . . . . . . . . . . . . . .        4,211,860 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . . . . . .  $     5,504,479 
====================================================================================
</TABLE>


See  accompanying  notes
                                                                             1
<TABLE>
<CAPTION>

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



For Three Months Ended March 31,           1997        1996
--------------------------------------------------------------
<S>                                     <C>         <C>
REVENUES:
     Rental. . . . . . . . . . . . . .  $  537,531  $  523,798
     Gaming, concession and other. . .     498,256     407,260
                                        ----------  ----------

TOTAL REVENUES . . . . . . . . . . . .   1,035,787     931,058


COSTS AND EXPENSES:
    Rent and supplies. . . . . . . . .     251,938     266,442
    General & administrative expenses.     270,335     248,567
    Depreciation and amortization. . .      90,520      73,102
    Other operating costs. . . . . . .     183,432     214,326
                                        ----------  ----------

TOTAL COSTS AND EXPENSES . . . . . . .     796,225     802,437
--------------------------------------------------------------


OPERATING INCOME . . . . . . . . . . .     239,562     128,621


INTEREST INCOME, NET . . . . . . . . .      62,275      39,052
--------------------------------------------------------------


INCOME BEFORE TAXES. . . . . . . . . .     301,837     167,673


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



NET INCOME . . . . . . . . . . . . . .  $  301,837  $  167,673
==============================================================



EARNINGS PER SHARE . . . . . . . . . .  $      .07  $      .04
==============================================================


 Weighted average shares outstanding .   4,202,679   4,093,333
</TABLE>



See  accompanying  notes







                                                                             2
<TABLE>
<CAPTION>

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



For Three Months Ended March 31,                          1997        1996
-----------------------------------------------------------------------------
<S>                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income. . . . . . . . . . . . . . . . . . . .  $  301,837   $167,673 

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

    Depreciation and amortization . . . . . . . . . .      96,640     74,989 
    Changes in operating assets and liabilities, net.     (67,389)   (93,999)
-----------------------------------------------------------------------------

NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . .  $  331,088   $148,633 

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures. . . . . . . . . . . . . . .    (140,265)   (73,327)
    Collection of notes receivable. . . . . . . . . .      66,962     86,555 
    Renegotiated lease interest costs . . . . . . . .     (70,000)        -- 
-----------------------------------------------------------------------------

NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES .   ($143,303)  $ 13,228 

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment of notes payable. . . . . . . . . . . . .          --     (9,900)
    Payments under capital leases . . . . . . . . . .     (10,424)        -- 
-----------------------------------------------------------------------------

NET CASH (USED IN) FINANCING ACTIVITIES . . . . . . .    ($10,424)   ($9,900)


NET INCREASE IN CASH. . . . . . . . . . . . . . . . .  $  177,361   $151,991 

CASH - BEGINNING OF PERIOD. . . . . . . . . . . . . .  $1,068,969   $431,087 
-----------------------------------------------------------------------------

CASH - END OF PERIOD. . . . . . . . . . . . . . . . .  $1,246,330   $583,078 
=============================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Non-Cash Transactions:

Issuance of installment note for
 renegotiated lease interest (Notes 5 and 6)           $  739,777        --- 

Issuance of restricted company common stock for
 renegotiated lease interest (Notes 5 and 6)           $  206,250        --- 
</TABLE>



See  accompanying  notes
                                                                             3
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
March  31,  1997


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. Operating results for the three-month period
ended March 31, 1997 are not necessarily indicative of the results that may be
expected  for  the fiscal year ending December 31, 1997. Except for historical
information  contained  herein,  certain  matters set forth in this report are
forward  looking  statements  that  are  subject  to  risks and uncertainties,
including the impact of government regulation, competition, capital resources,
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,
1996.


NOTE  2    NOTES  RECEIVABLE
----------------------------


Notes  receivable  consist of two notes totaling $1.6 million from the sale of
four  of the Company's former bingo centers in Florida. The current balance on
these  notes  is  approximately $1.19 million, of which $323,000 is due within
the  next  year. These notes each have unique terms, including annual interest
rates  of  9-12%  and  maturity  dates in 1998-2001. Payment on these notes is
primarily  dependent on the profitability of the centers. As such, the Company
has  an  outstanding  reserve  of  $268,000 for collectibility on these notes,
which  is  being amortized over the life of the notes. Approximately 5% of the
outstanding note balance was past due at the end of the first quarter of 1997,
but  has  subsequently  been  collected.


NOTE  3    PROPERTY  AND  EQUIPMENT
-----------------------------------

<TABLE>
<CAPTION>

Property  and  Equipment  at  March  31,  1997  consists  of  the  following:

<S>                                          <C>          <C>
  Land. . . . . . . . . . . . . . . . . . .  $  189,671 
  Buildings and improvements. . . . . . . .     772,246 
  Leasehold improvements. . . . . . . . . .     709,577 
  Equipment and furniture . . . . . . . . .     750,794 
  Automobiles . . . . . . . . . . . . . . .      86,879 
                                             -----------
                  Sub-total . . . . . . . .                2,509,167 
  Accumulated depreciation and amortization                 (714,783)
                                                          -----------
  Net Property and Equipment. . . . . . . .               $1,794,384 
</TABLE>



The  Company  made  various capital improvements to its bingo centers totaling
approximately  $140,000  during  the  first  quarter.
                                                                             4
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
March  31,  1997



NOTE  4    INTANGIBLE  ASSETS
-----------------------------


<TABLE>
<CAPTION>

Intangible  Assets  at  March  31,  1997  consist  of  the  following:

<S>                             <C>
      Renegotiated lease costs  $1,016,027 
      Goodwill . . . . . . . .     326,492 
      Covenants not to compete      60,000 
                                -----------
            Sub-total. . . . .                1,402,519 
      Accumulated amortization                 (142,854)
                                             -----------

      Net Intangible Assets. .               $1,259,665 
</TABLE>


The  Company's  intangible  assets  have  been recorded in connection with the
Company's  acquisition  of  certain  bingo centers in Texas, Alabama and South
Carolina.  The  Company  added  $1.02  million of intangible assets during the
first  quarter  of  1997  pursuant to the Company's renegotiation of its lease
with  its Columbia bingo center lessee for an increased interest in the bingo,
gaming  and  concessions  proceeds  generated  by  its Columbia operations. In
return,  the  Company  provided  its  lessee with a note for $740,000, 300,000
shares  of  restricted Company stock and $70,000 in cash. The intangible asset
resultant  from  the  Company's  renegotiated  lease is being amortized over 5
years,  consistent  with  the  life  of  the lease. Goodwill and covenants are
amortized  over  15  and  5  years, respectively, consistent with management's
estimates  of  the  useful  lives  of  these  assets.



NOTE  5    NOTES  PAYABLE
-------------------------


The  majority of the Company's $806,000 total notes payable balance represents
the Company's obligation of $740,000 to the lessee of its South Carolina bingo
centers.  This liability was incurred in the first quarter of 1997 pursuant to
the Company's renegotiated lease with the lessee and increased interest in the
bingo,  gaming and concession proceeds from its Columbia, South Carolina bingo
and  gaming  centers.  This  note  is  payable over five years at 8% interest.
Approximately  $125,000 of this note is due within the next twelve months. The
balance of the Company's total notes payable is $66,000, which is comprised of
balances  due  on  auto  purchases.



NOTE  6    OTHER  PAYABLE
-------------------------


Other  payable of $206,250 represents the Company's liability to issue 300,000
restricted  shares  of  its  common  stock to the lessee of its South Carolina
bingo  centers.  This  liability  was  incurred  in  the first quarter of 1997
pursuant  to  the  Company's  renegotiated lease with the lessee and increased
interest in the bingo, gaming and concession proceeds from its Columbia, South
Carolina bingo and gaming centers. This stock is subject to a two year Company
lock-up  agreement.

                                                                             5
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
March  31,  1997


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


The  Company  did  not  record  any federal income tax liability for the first
fiscal  quarter  of  1997 or 1996 due to accumulated tax loss carryforwards of
approximately  $3.0  million  at  the  end  of  fiscal  1995.  The Company had
available  over  $2.0 million of tax loss carryforwards at the end of 1996 and
does  not  expect  to  incur  any  federal  income  tax  liability  until this
carryforward  is  depleted.


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

American  Bingo  &  Gaming  Corp.  was  formed  as  a  Delaware corporation on
September  8,  1994  to  pursue  bingo  and gaming business opportunities. The
Company  completed  its  initial  public  offering  in  December 1994, raising
approximately  $5.2 million through the issuance of common stock and warrants.
The  Company  netted  approximately  $3.1 million from this offering after the
retirement  of  debt  and  payment  of  underwriting  fees. The Company used a
majority  of  these  proceeds  for  expansion activities in 1995. The Company,
through  its  subsidiaries,  provides  initial  investment  capital,  facility
set-up,  maintenance  and management support for charities which utilize bingo
events  as  a  means  of fundraising. Participating charities at the Company's
bingo  centers  raised  over  $3.6  million and $2.5 million in 1996 and 1995,
respectively.  The  Company's  revenues  are  primarily  derived  from  rental
revenues  from  participating  charities  that conduct bingo activities at the
Company's  bingo  centers.  Additional  revenues are also generated from video
gaming  rooms in South Carolina, as well as vending and concession operations,
the  sale  of  bingo  paper  and supplies, electronic bingo "card-minders" and
other  miscellaneous  revenues.

Company  management  believes  that the $4.4 billion North American charitable
bingo  market  is  fragmented and inefficient, yet potentially profitable. The
Company's  strategy, therefore, is to consolidate a portion of the industry to
build  a  national  chain  of  bingo  centers in lucrative markets. Management
believes  that  the  Company's  industry  experience,  economies  of scale and
financial  resources will provide a competitive advantage over competing bingo
operations, which should enable the Company and its participating charities to
mutually  prosper.  The  Company  currently  has  fourteen total bingo centers
located in various markets in Texas, Alabama and South Carolina and intends to
continue  its  expansion  through  acquisitions  and  developments in selected
markets.  Management's  goal  is  to operate 25-30 bingo centers by the end of
1997  and  100  bingo  centers  by  the  end  of  the  year  2000.

RESULTS  OF  OPERATIONS

The Company generated consolidated revenues of nearly $1.04 million during its
first fiscal quarter of 1997, ended March 31, 1997, as compared to $931,000 in
the  comparable  period of the prior fiscal year, which represents an increase
of  $105,000 or 11%. Sales from existing bingo centers increased over $178,000
or  22%  during this time period. This quarter's sales increase was led by the
Company's  successful  South  Carolina  operations.  Approximately 50% of this
quarter's  total  revenues were derived from charity rental revenues, with the
balance  comprised  of  gaming,  paper,  concessions  and  other revenues. The
Company  expects  quarterly  revenues  to  increase  in  1997 based on: i) the
successful  opening  of the Company's four new South Carolina bingo and gaming
centers  planned for the second quarter; ii) additional centers expected to be
opened  in  the  second  half  of the year; and iii) from additional growth of
existing  operations.  There  can  be  no  assurance  of  any of the foregoing
projections.

                                                                             6
AMERICAN  BINGO  &  GAMING  CORP.
March  31,  1997

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

Costs  and  expenses  totaled $796,000 during the first quarter of 1997 versus
$802,000 in the comparable 1996 quarter, which represents a decrease of $6,000
or 1%, despite the 11% sales increase discussed previously. This cost decrease
was  attributable  to  a  business  mix  shift  away from the Company's former
Florida operations to the Company's South Carolina operations, which have been
more  profitable. This shift resulted in $15,000 and $31,000 decreases in rent
and  supply  costs  and  other  operating  costs,  respectively.  General  &
Administrative  (G&A)  expenses  totaled  $270,000 during the first quarter of
1997  as  compared  to  $249,000 in the year ago period, an increase of nearly
$22,000 or 9%. This expense increase was mainly due to higher personnel costs,
which  comprise  approximately  half  of  the  Company's  total  G&A  costs.

Net  interest  income  for the quarter ended March 31, 1997 totaled $62,000 as
compared to $39,000 in the year ago period. Interest income was higher in 1997
primarily  due  to  higher cash balances. However, a majority of the Company's
interest  income  is derived from the Company's notes receivable (See Note 2).

The  Company  did not record any federal income tax expense during the current
quarter  or  comparable  year  ago  period  due to tax loss carryforwards. The
Company's tax loss carryforward balance was in excess of $3 million at the end
of  fiscal  1995  and  in  excess of $2 million at the end of fiscal 1996. The
Company  does  not expect to incur any federal income tax liability until this
carryforward  is  depleted  by  operational  profits, although there can be no
assurance  of  such  (See  Note  7).

Net  income  for the first fiscal quarter of 1997 was a record $302,000, which
equated  to  earnings per share of $.07. Net income for the comparable quarter
of  1996  was  $168,000,  which  equated  to  earnings  per share of $.04. The
majority  of  the Company's $134,000 or 80% net income increase was due to the
continued  success  of  the  Company's  South  Carolina  operations which were
significantly  more  profitable  in  the  first  quarter  of  1997. Management
believes  that  the  Company's  direct  operating  costs  and G&A expenses are
relatively  fixed.  Therefore,  management  will  continue  to  seek expansion
opportunities that offer incremental operating revenues which, in turn, should
continue  to  favorably  leverage  the  Company's  net  income  performance.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31, 1997, the Company had cash and cash equivalents of nearly $1.25
million,  more  than double the cash on hand at March 31, 1996 and an increase
of  over  $177,000  from the end of fiscal 1996. First quarter 1997 cash flows
were  led  by over $331,000 of cash flows generated from operations, offset by
$143,000  of  net  investment  expenditures  and $10,000 of financing activity
expenditures.  The  Company invested nearly $100,000 for ten additional gaming
machines  for  its  South  Carolina  centers in the first quarter. The Company
expects  to  invest  $200,000  -  $400,000  to  open four new bingo and gaming
centers  in  South Carolina in the second quarter of 1997. The Company expects
its  cash  balances  to  continue to increase assuming: i) the continuation of
strong cash flows from existing operations; ii) the timely opening of its four
new  South Carolina bingo and gaming centers; and iii) continued collection of
its  Florida  notes  receivable.  There  can  be  no  assurance  of any of the
foregoing  assumptions.






                                                                             7
AMERICAN  BINGO  &  GAMING  CORP.
March  31,  1997

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

Current  assets  totaled  $1.71  million  at  the  end  of  the first quarter,
providing  the  Company  with  working  capital of $1.34 million and a current
ratio  (current  assets  divided by current liabilities) of over 4.5. Accounts
receivable  totaled  $90,000  at  March 31, 1997. Because the Company collects
most  of  its  receivables from its participating charities within one to four
weeks  from  the  time  earned,  accounts receivable normally represent only a
small  portion  of  the  Company's  total assets. Total notes receivable, less
provision  for  doubtful collectibility, totaled $924,000 million at March 31,
1997.  Assuming  all  note payments are made to the Company on a timely basis,
the  Company  collects  nearly $50,000 per month from these notes. Bingo paper
and  other supplies are expensed at the time of purchase; thus no inventory is
recorded  for  operations.

Current  liabilities  totaled  $374,000  at the end of the first quarter, with
nearly half comprised of accounts payable and accrued expenses and the balance
primarily  comprised of note payments due over the next year. The Company also
had $918,000 of long-term obligations, the majority of which were comprised of
obligations  for  a  note  and  stock payable to the operator of the Company's
South  Carolina  bingo  and  gaming  centers  (See Notes 5 and 6). The Company
intends  to  finance  its  long-term  liabilities  with  expected  continued
operational  cash  flows,  particularly  from  its  South Carolina operations.
Longer  term,  the Company expects to raise over $15 million from the exercise
of  its  publicly  traded  redeemable  common  stock  purchase warrants. These
warrants  allow  the  holders to purchase one share of Company common stock at
$5.00 per share. There can be no assurance that the Company's stock price will
maintain  a  $5.00  or  higher  price  level that the Company believes will be
necessary  to  enable  these  warrants  to  be  exercised  by  holders.

The  Company  had  total assets of over $5.50 million and total liabilities of
$1.29  million  at  the  end  of the first quarter, with shareholder equity of
$4.21  million.  Management  believes  that its current cash balances of $1.25
million,  current  operational  cash flows in excess of $100,000 per month and
two  credit lines totaling $1.0 million 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.


PART  II  -  OTHER  INFORMATION

ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.

As  of April 23, 1997, the Board of Directors of American Bingo & Gaming Corp.
engaged  King,  Griffin  &  Adamson  P.C.  of  Dallas,  Texas as the Company's
principal  accountant to audit the Company's financial statements. The Company
dismissed  Weinick,  Sanders  &  Co., LLP as its principal auditors as of this
date. There were no adverse opinions, disclaimers of opinions or modifications
as  to  uncertainty,  audit  scope  or  accounting  principles by the previous
auditor  in  the  prior  two  years.  Also,  there  were  no  disagreements on
accounting  and  financial  disclosure issues with the previous auditor in the
prior  two  years.  The Company has reported this change through the filing of
this  10-QSB  report  within  five  days  of this event. The Company will also
disclose  this  change  under  Form  8-K.




                                                                             8


                                        SIGNATURES


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


                                        American Bingo & Gaming Corp.

                                        October 31, 1997


                                        By:

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


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