U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

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

                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 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  [ ]

The  number  of shares outstanding of each class of the issuer's common stock as
of  November  10,  1999  was  9,910,590.

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

<PAGE>
                          AMERICAN BINGO & GAMING CORP.

                                   FORM 10-QSB

                    For the Quarter Ended September 30, 1999

                                      INDEX

Part  I.  Financial  Information

          Item  1.  Financial  Statements


          a)  Consolidated  Statement  of  Operations  for  the
              Three  Months  Ended  September  30,  1998  and  1999         2

          b)  Consolidated  Statement  of  Operations  for  the
              Nine  Months  Ended  September  30,  1998  and  1999          3

          c)   Consolidated  Balance  Sheet as of September 30, 1999        4

          d)  Consolidated  Statements  of  Cash  Flows  for  the
              Nine  Months  Ended  September  30,  1998  and  1999          5

          e)  Notes  to  Consolidated  Financial  Statements                7

          Item  2.  Management's Discussion and Analysis of Financial
                    Condition  and  Results  of  Operations                15

Part  II.     Other  Information

          Item  1.  Legal  Proceedings                                     18

          Item  2.  Changes  in  Securities  and  Use of Proceeds          18

          Item  5.  Other  Information                                     18

          Item  6.  Exhibits  and  Reports on Form 8-K                     19


Signatures                                                                 21

                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.

CONSOLIDATED  STATEMENT  OF  OPERATIONS  (UNAUDITED)

                                                                         Three Months Ended September 30,
                                                                         --------------------------------
                                                                                1999         1998
                                                                             -----------  -----------
<S>                                                                          <C>          <C>
REVENUES:
  Video gaming. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,366,613   $2,551,380
  Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,351,057    1,446,919
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     323,975      285,496
                                                                             -----------  -----------

TOTAL REVENUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3,041,645    4,283,795
                                                                             -----------  -----------

COSTS AND EXPENSES:
  Direct salaries and other compensation. . . . . . . . . . . . . . . . . .     302,166      693,953
  Rent and utilities ($26,310 and $26,310, respectively to related parties)     623,118      554,483
  Direct operating costs. . . . . . . . . . . . . . . . . . . . . . . . . .     409,136      691,768
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .     673,051      509,552
  License expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     464,576      405,989
  Severance expense and final compensation. . . . . . . . . . . . . . . . .     402,122          ---
  General and administrative. . . . . . . . . . . . . . . . . . . . . . . .     629,585      926,520
                                                                             -----------  -----------

TOTAL COSTS AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . .   3,503,754    3,782,265
                                                                             -----------  -----------

OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (462,109)     501,530

OTHER INCOME AND EXPENSES:
  Interest and investment income. . . . . . . . . . . . . . . . . . . . . .      37,488       50,684
  Interest expense ($5,769 and $7,426, respectively to related parties) . .     (47,033)     (95,856)
  Other income and (expense) . . . . . . . . . . . . . . . . . . . . . . .       (3,074)      34,429
                                                                             -----------  -----------

TOTAL OTHER INCOME AND EXPENSES . . . . . . . . . . . . . . . . . . . . . .     (12,619)     (10,743)

NET INCOME BEFORE PROVISION FOR INCOME TAXES. . . . . . . . . . . . . . . .    (474,728)     490,787

PROVISION FOR STATE INCOME TAXES. . . . . . . . . . . . . . . . . . . . . .      37,322      111,450
                                                                             -----------  -----------

NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ($512,050)  $  379,337
                                                                             ===========  ===========


EARNINGS PER SHARE:

  Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       ($.05)  $      .04
                                                                             ===========  ===========

  Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       ($.05)  $      .04
                                                                             ===========  ===========


  Weighted average shares outstanding - basic . . . . . . . . . . . . . . .   9,910,590    9,325,499

  Weighted average shares outstanding - diluted . . . . . . . . . . . . . .   9,910,590    9,878,404
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.

CONSOLIDATED  STATEMENT  OF  OPERATIONS  (UNAUDITED)

                                                                                Nine Months Ended September 30,
                                                                                      1999          1998
                                                                                  ------------  ------------
<S>                                                                               <C>           <C>
REVENUES:
  Video gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 5,309,246   $ 7,597,009
  Bingo. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,010,353     3,519,940
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      893,817       620,217
                                                                                  ------------  ------------

TOTAL REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10,213,416    11,737,166
                                                                                  ------------  ------------

COSTS AND EXPENSES:
  Direct salaries and other compensation . . . . . . . . . . . . . . . . . . . .      874,983     1,840,454
  Rent and utilities ($78,930 and 78,930, respectively to related parties) . . .    1,569,251     2,142,412
  Direct operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,372,275     2,484,620
  Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . .    2,040,394     1,507,877
  License expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,562,368       999,764
  Severance expense and final compensation . . . . . . . . . . . . . . . . . . .      982,122           ---
  General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . .    2,481,038     3,519,188
                                                                                  ------------  ------------

TOTAL COSTS AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10,882,431    12,494,315
                                                                                  ------------  ------------

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (669,015)     (757,149)

OTHER INCOME AND EXPENSES:
  Interest and investment income . . . . . . . . . . . . . . . . . . . . . . . .      157,182       351,573
  Interest expense ($18,708 and $7,426 respectively to related parties). . . . .     (178,996)     (507,754)
  Gain on settlement with a related party, net of legal expenses of $100,000 . .      191,127           ---
  Other income and (expense). . . . . . . . . . . . . . . . . . . . . . . .  . .       27,003       148,327
                                                                                  ------------  ------------

TOTAL OTHER INCOME AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . .      196,316        (7,854)

NET INCOME BEFORE PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . . . .     (472,699)     (765,003)

PROVISION FOR STATE INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . .      248,272       226,352
                                                                                  ------------  ------------

NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    ($720,971)    ($991,355)
                                                                                  ============  ============

EARNINGS PER SHARE:

  Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        ($.07)        ($.12)
                                                                                  ============  ============

  Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        ($.07)        ($.12)
                                                                                  ============  ============


  Weighted average shares outstanding - basic. . . . . . . . . . . . . . . . . .    9,886,066     9,207,403

  Weighted average shares outstanding - diluted. . . . . . . . . . . . . . . . .    9,886,066     9,207,403
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.

CONSOLIDATED  BALANCE  SHEET  (UNAUDITED)

                                  ASSETS
                                  ------
                                                                        September 30, 1999
                                                                       --------------------
<S>                                                                    <C>
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $        3,408,142
  Accounts receivable net of allowance for doubtful
    accounts of $143,776. . . . . . . . . . . . . . . . . . . . . . .              721,246
  Notes receivable - current portion,
    net of allowance for doubtful accounts of $165,361. . . . . . . .              185,525
  Prepaid license expense - current portion . . . . . . . . . . . . .            1,178,064
  Other prepaid expenses and current assets . . . . . . . . . . . . .              340,336
                                                                       --------------------
      Total Current Assets. . . . . . . . . . . . . . . . . . . . . .            5,833,313
                                                                       --------------------

Property and Equipment - at cost, net of accumulated
    depreciation and amortization . . . . . . . . . . . . . . . . . .            6,117,779

Other Assets:
  Notes receivable, net of current portion. . . . . . . . . . . . . .              493,351
  Prepaid license expense, net of current portion . . . . . . . . . .              818,333
  Intangible assets, net of accumulated amortization. . . . . . . . .            4,220,231
  Other non-current assets. . . . . . . . . . . . . . . . . . . . . .              178,665
                                                                       --------------------
      Total Other Assets. . . . . . . . . . . . . . . . . . . . . . .            5,710,580
                                                                       --------------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        17,661,672
                                                                       ====================

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

Current Liabilities:
  Notes payable - current portion . . . . . . . . . . . . . . . . . .  $            37,875
  Capital leases payable - current portion. . . . . . . . . . . . . .              288,984
  Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . .              250,733
  Accrued expenses and other current liabilities. . . . . . . . . . .              112,830
                                                                       --------------------
      Total Current Liabilities . . . . . . . . . . . . . . . . . . .              690,422
                                                                       --------------------

Long-term Liabilities:
  Notes payable, net of current portion ($272,690 to related parties)            1,308,018
  Capital leases payable, net of current portion  . . . . . . . . . .               19,247
                                                                       --------------------
      Total Long-term Liabilities . . . . . . . . . . . . . . . . . .            1,327,265
                                                                       --------------------

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 - 266,300 shares . . . . . . . . . . . . . . . . . .             (732,337)
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . .           (7,115,485)
                                                                       --------------------
      Total Stockholders' Equity. . . . . . . . . . . . . . . . . . .           15,643,985
                                                                       --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . .  $        17,661,672
                                                                       ====================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)

                                                             Nine Months Ended September 30,
                                                                  1999          1998
                                                               -----------  -------------
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVATES:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . .   ($720,971)     ($991,355)
  Adjustments to reconcile net loss to
    net cash provided by operating activities:
  Depreciation and amortization . . . . . . . . . . . . . . .   1,485,625      2,507,641
  Non-cash write-offs and charges . . . . . . . . . . . . . .         ---      1,170,698
  Provision for uncollectible receivables . . . . . . . . . .      82,841            ---
  Gain on litigation settlement . . . . . . . . . . . . . . .       1,300            ---
  Gain on receipt of treasury stock . . . . . . . . . . . . .     (45,938)           ---
  Increase (decrease) in cash flows as a result of changes in
    asset and liability account balances:
      Accounts receivable . . . . . . . . . . . . . . . . . .    (424,982)      (505,621)
      Prepaid licenses. . . . . . . . . . . . . . . . . . . .    (497,005)      (150,717)
      Deposits. . . . . . . . . . . . . . . . . . . . . . . .      (7,000)           ---
      Other prepaid expenses and current assets . . . . . . .     201,769         38,853
      Trade accounts payable and accrued expenses . . . . . .     110,743       (495,332)
      Accrued expenses and other current liabilities             (286,098)           ---
                                                               -----------  -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . .     (99,716)     1,574,167
                                                               -----------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital and intangible expenditures . . . . . . . . . . . .         ---     (1,792,385)
  Acquisition of subsidiary . . . . . . . . . . . . . . . . .         ---       (500,000)
  Property and equipment expenditures . . . . . . . . . . . .    (752,658)    (2,221,417)
  Collections of notes receivable . . . . . . . . . . . . . .     712,249        214,587
  Issuance of notes receivable. . . . . . . . . . . . . . . .     (20,000)      (308,000)
  Reductions of notes receivable allowance. . . . . . . . . .     (30,234)           ---
  Other non-current assets. . . . . . . . . . . . . . . . . .         ---         33,133
  Proceeds from sale of property and equipment. . . . . . . .      24,714            ---
                                                               -----------  -------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . .    ( 65,929)   ( 4,574,082)
                                                               -----------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations . . . . . . . . . . .    (251,084)           ---
  Payments on notes payable . . . . . . . . . . . . . . . . .    (443,111)      (577,870)
  Issuances of employee stock option and purchase plans . . .       3,000         43,560
  Payments related to warrant financing costs . . . . . . . .         ---        (10,323)
  Dividend payments to preferred stockholders . . . . . . . .         ---        (83,010)
  Repurchase of common stock. . . . . . . . . . . . . . . . .         ---     (1,075,296)
  Cash paid in connection with preferred stock conversions. .         ---       (812,365)
  Proceeds from option exercises. . . . . . . . . . . . . . .     311,581            ---
                                                               -----------  -------------
NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES . . . .    (379,614)    (2,515,304)

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . .     545,259     (5,515,219)

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

CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . . .  $3,408,142   $  6,421,643
                                                               ===========  =============
</TABLE>

           See accompanying notes to consolidated financial statements

                                        5
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)


                                                       Nine Months Ended September 30,
                                                               1999      1998
                                                             --------  --------
<S>                                                          <C>       <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Cash payments:

    Interest. . . . . . . . . . . . . . . . . . . . . . . .  $178,996  $180,872
                                                             ========  ========

    Income taxes. . . . . . . . . . . . . . . . . . . . . .  $160,200  $402,288
                                                             ========  ========


  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 accompanying notes to consolidated financial statements.

                                        6
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

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


The  unaudited  consolidated condensed financial statements include the accounts
of  American  Bingo  &  Gaming  Corp.  and  its  wholly  owned subsidiaries (the
"Company").  The financial statements contained herein are unaudited and, in the
opinion of management, contain all adjustments necessary for a fair presentation
of  financial  position,  results  of  operations and cash flows for the periods
presented.  The  Company's accounting policies and certain other disclosures are
set forth in the notes to the consolidated financial statements contained in the
Company's  Annual  Report  on Form 10-KSB for the fiscal year ended December 31,
1998.  The  financial  statements contained herein should be read in conjunction
with  the  notes  to  the  Company's  audited  consolidated financial statements
included  in the Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998.  The preparation of the consolidated condensed financial statements in
conformity  with generally accepted accounting principles requires management to
make  estimates  and  assumptions  that affect the reported amount of assets and
liabilities,  disclosure  of  contingent assets and liabilities and the reported
amount of revenue and expenses during the reported period.  Actual results could
differ  from  these estimates.  Where appropriate, items within the consolidated
condensed  financial  statements  have been reclassified to maintain consistency
and  comparability  for  all  periods  presented.

The  operating  results for the three and nine month periods ended September 30,
1999  are not necessarily indicative of the results that may be expected for the
full  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.

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

     Property  and  equipment  at  September 30, 1999 consists of the following:

<TABLE>
<CAPTION>
<S>                                                     <C>
    Land . . . . . . . . . . . . . . . . . . . . . . .  $   189,671
    Buildings. . . . . . . . . . . . . . . . . . . . .      379,342
    Building and leasehold improvements. . . . . . . .    3,005,050
    Video gaming machines and bingo equipment. . . . .    6,905,167
    Equipment, furniture and fixtures. . . . . . . . .    1,180,021
    Automobiles. . . . . . . . . . . . . . . . . . . .      375,831
                                                        ------------
                                                         12,035,082

      Less:  Accumulated depreciation and amortization   (5,917,303)
                                                        ------------

  Property and equipment, net. . . . . . . . . . . . .  $ 6,117,779
                                                        ============
</TABLE>

Property  and equipment as of September 30, 1999 includes $1.3 million of assets
held  under  capital  leases  and  related accumulated amortization of $455,000.
Related  amortization  expense  charged  to operations for the nine months ended
September  30,  1999  and  1998  was  $162,000  each  period.

Depreciation  expense  charged to operations for the nine months ended September
30,  1999  and  1998  was  $1,428,000  and  $1,036,000,  respectively.

                                        7
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

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

Intangible  assets  at  September  30,  1999  consists  of  the  following:

<TABLE>
<CAPTION>
<S>                                    <C>
    Goodwill. . . . . . . . . . . . .  $ 5,095,436
    Covenants not to compete. . . . .      553,891
                                       ------------
                                         5,649,327

      Less:  Accumulated amortization   (1,429,096)
                                       ------------

  Intangible assets, net. . . . . . .  $ 4,220,231
                                       ============
</TABLE>

Amortization  expense  charged to operations for the nine months ended September
30,  1999  and  1998  was  $619,000  and  $433,000,  respectively.

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

The Company has issued 327,308 shares of its common stock since the beginning 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.  The Company received 35,000 shares from the
Company's former President, Greg Wilson, and members of his family in the second
quarter  of  1999  from  the settlement of lawsuits and other issues between the
parties.  These  shares  have  been  accounted  for  as  treasury  stock.

--------------------------------------------------------------------------------
NOTE  5  -  EARNINGS  (LOSS)  PER  SHARE.
--------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                               Three months ended September 30,
                                        ------------------------------------------------
                                                 1999                   1998
                                        ----------------------  ------------------------
                                          Basic      Diluted       Basic       Diluted
                                        ----------  ----------  -----------  -----------
<S>                                     <C>         <C>         <C>          <C>
Numerator:
--------------------------------------
  Net loss . . . . . . . . . . . . . .  ($512,050)  ($512,050)  $  379,337   $  379,337
  Add preferred dividends. . . . . . .        ---         ---      (21,902)         ---
                                        ----------  ----------  -----------  -----------
  Income available/(loss) attributable
        to common stockholders . . . .  ($512,050)  ($512,050)  $  357,435   $  379,337
                                        ==========  ==========  ===========  ===========

Denominator:
--------------------------------------
  Weighted average shares outstanding.  9,910,590   9,910,590    9,325,499    9,325,499
  Add Common Stock Equivalents . . . .        ---         ---          ---      552,905
  Effect of dilutive securities:
    Preferred stock. . . . . . . . . .        ---         ---          ---          ---
    Stock options and warrants . . . .        ---         ---          ---          ---
                                        ----------  ----------  -----------  -----------
  Weighted average shares outstanding.  9,910,590   9,910,590    9,325,499    9,878,404
                                        ==========  ==========  ===========  ===========

  Earnings (Loss) per share. . . . . .      ($.05)      ($.05)  $      .04   $      .04
                                        ==========  ==========  ===========  ===========
</TABLE>

                                        8
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

--------------------------------------------------------------------------------
NOTE  5  -  EARNINGS  (LOSS)  PER  SHARE  (CONTINUED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    Nine months ended September 30,
                                                    -------------------------------
                                                     1999                      1998
                                                     ----                      ----
                                              Basic      Diluted       Basic        Diluted
                                            ----------  ----------  ------------  ------------
<S>                                         <C>         <C>         <C>           <C>
Numerator:
  Net loss . . . . . . . . . . . . . . . .  ($720,971)  ($720,971)    ($991,355)    ($991,355)
  Add preferred dividends. . . . . . . . .        ---         ---       (83,010)      (83,010)
                                            ----------  ----------  ------------  ------------
  Loss attributable to common stockholders  ($720,971)  ($720,971)  ($1,074,365)  ($1,074,365)
                                            ==========  ==========  ============  ============

Denominator:
------------------------------------------
  Weighted average shares outstanding. . .  9,886,066   9,886,066     9,207,403     9,207,403
  Effect of dilutive securities:
    Preferred stock. . . . . . . . . . . .        ---         ---           ---           ---
    Stock options and warrants . . . . . .        ---         ---           ---           ---
                                            ----------  ----------  ------------  ------------
Weighted average shares outstanding. . . .  9,886,066   9,886,066     9,207,403     9,207,403
                                            ==========  ==========  ============  ============

  Earnings (Loss) per share. . . . . . . .      ($.07)      ($.07)        ($.12)        ($.12)
                                            ==========  ==========  ============  ============
</TABLE>

--------------------------------------------------------------------------------
NOTE  6  -  NONRECURRING  AND  UNUSUAL  CHARGES
--------------------------------------------------------------------------------

The  Company recorded approximately $633,000 of nonrecurring and unusual charges
in  the  third  quarter  of  1999.  The  charges  included  severance  and final
compensation  payments  pursuant  to  existing employment agreements of $402,000
associated  with  the  realignment  of  the  Company's  management  team and the
integration  of  Darlington  Music  Co., Inc.'s operations into the Company.  In
addition, the forgiveness of two promissory notes from former senior managers in
accordance  with the Company's contractual obligations under existing employment
agreements  totaled $109,000.  Unusual charges included a one-time assessment of
$33,000  by  the  State  of  South Carolina to fund the video gaming referendum,
which,  prior  to  the South Carolina Supreme Court decision discussed in Note 9
and  Note  11  that  held  the  referendum  unconstitutional,  was scheduled for
November  2,  1999.  The  Company also recorded contributions of $73,500 made in
support  of  the  industry  campaign  to  support  a  favorable  outcome  in the
referendum  and  the  payment  of  $15,000 for bingo violations that occurred in
April  of  1999.

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

The  Company  recorded  approximately  $37,322  and $248,272 of state income tax
expense  for  the  three  and  nine-month  periods  ended  September  30,  1999,
respectively.  The  Company does not expect to incur material federal income tax
liabilities  until  the  depletion  of  its  accumulated federal income tax loss
carryforwards,  which  totaled approximately $3.1 million at September 30, 1999.
The  utilization  of  the  net  operating  loss  is  subject  to  limitations in
accordance  with  382  of  the  Internal  Revenue  Code.

                                        9
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

--------------------------------------------------------------------------------
NOTE  8  -  RELATED  PARTY  TRANSACTIONS.
--------------------------------------------------------------------------------

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 and nine months ended September 30,
1999,  the  Company  recognized  $5,769  and  $18,708, respectively, 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 former director and two immediate
family  members,  all  of  whom  are  shareholders  of  the  Company.  The lease
originated  on  January 15, 1990 for a 15 year term with monthly rental payments
of  $3,500.  For the three and nine months ended September 30, 1999, the Company
has  expensed  $10,500  and  $31,500,  respectively,  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  shareholder and former director of the
Company  is  a 50% general partner.  This lease expires November 2001 and can be
terminated  with  thirty  (30)  day  notice  at  any time upon a change in South
Carolina  gaming laws.  The monthly rental payments under this lease are $5,270.
For the three and nine months ended September 30, 1999, the Company has expensed
$15,810  and  $47,430,  respectively,  for  rental payments to the related party
under  this  lease.

An  entity  owned  and  managed  by  one  person who is a shareholder and former
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
and receives rental income from the operator for the use of these locations.  On
October  23,  1999, the Company renegotiated this Agreement and now receives all
net  proceeds  from  the  operations  of  the  video  gaming  machine  centers.

In  July  1999,  the  Company  entered  into  a contract  with a person who is a
shareholder  and  former  director  of  the  Company to manage and supervise the
Company's  bingo  operations  in  South  Carolina.  The  Company terminated this
arrangement  effective  October  23,  1999  and  the Company is now managing and
supervising  the  South  Carolina  bingo  operations.

--------------------------------------------------------------------------------
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES
--------------------------------------------------------------------------------

On  July  2,  1999,  the  Governor of South Carolina signed into law legislation
taxing  and  regulating  video  poker in South Carolina.  The new law required a
referendum  to be held on November 2, 1999, in which South Carolina voters would
decide  whether video poker payouts should remain legal.  If video poker payouts
were  supported  by  the  referendum,  then payouts would remain legal and other
provisions  in  the  new law would take effect.  If video poker payouts were not
supported  by  the  referendum, however, payouts would be illegal after June 30,
2000.  One  provision, which would take effect if voters decided to keep payouts
legal,  was a 25% tax on net machine income after payouts.  The tax would become
effective  beginning  on  December  1,  1999.

On  October 14, 1999, the South Carolina Supreme Court ruled that the portion of
the  new  law  requiring  a  referendum  to  be  held  on  November 2, 1999, was
unconstitutional.  The  Court  upheld,  however, the portion of the new law that
banned  video  poker payouts as of June 30, 2000, thus effectively outlawing the
industry  in  South  Carolina  as  of  June  30,  2000.

                                       10
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

--------------------------------------------------------------------------------
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED).
--------------------------------------------------------------------------------

This Supreme Court ruling and the resulting ban on video poker payouts effective
after  June  30,  2000,  will  have  a  material adverse effect on the Company's
financial  position and operations as the Company expects that it will be forced
to  cease  its video poker operations which represented approximately 52% of the
Company's  revenues  for  the  nine  month  period  ended  September  30,  1999.

On  July  13,  1999,  the  South  Carolina  Supreme Court ruled that video poker
players  cannot  win more than $125 in a 24-hour period.  In addition, the Court
warned  that  advertising  or  offering  jackpots  over  $125 could be a federal
racketeering  offense.  Advertising or offering jackpots over $125 could also be
criminal  offenses  under  state  law.  The  Court's ruling was issued in a case
filed  by  several  plaintiffs who claim that the activities of some video poker
operators  were  illegal  under  current  South  Carolina  law.  Even though the
Company  is  not a party to this case, the Court's ruling will likely affect the
entire video poker industry in South Carolina and is expected to have a material
adverse  effect  on  the  operations  of  the  Company.

Current  regulatory  requirements  in  South  Carolina require each video gaming
machine  ("VGM")  to be connected via modems to the South Carolina Department of
Revenue's computer monitoring system by February 1, 2000.  Any VGM not connected
to  this online reporting system by the above-stated deadline must be turned off
until  it  is  upgraded  and connected to the system.   These requirements would
necessitate  the  expenditure  of approximately $2,500 per VGM.  The Company has
determined  that  this  capital expenditure is not justified given (i) the short
duration  of  time during which the VGMs could be legally operated since payouts
will  be banned as of June 30, 2000, and (ii) the reduced level of profitability
brought  about  by  the  $125 per day per player limitation imposed by the South
Carolina  Supreme  Court.  The  effect of this determination is that the Company
will likely cease operating its video gaming segment effective February 1, 2000.
As  noted  above,  this  is  expected  to  have a material adverse effect on the
Company's  financial  position  and  operations  as  the  Company's  video poker
operations  represented approximately 52% of the Company's revenues for the nine
month  period  ended  September  30,  1999.

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 a
Florida  Circuit  Court,  alleging  breach  of contractFurtney 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

                                       11
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

--------------------------------------------------------------------------------
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED).
--------------------------------------------------------------------------------

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.
There  are  several  issues  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.

On October 9, 1997, Collins Entertainment, Inc., filed a lawsuit in the Court of
Common  Pleas  in Charleston County, South Carolina against the Company, Richard
Henry,  a  former employee and officer of the Company, Wayne Coats and Coats and
Coats  Rental  Amusements.  The  lawsuit  alleges that the defendants engaged in
civil  conspiracy  and  tortiously  interfered  with  the  plaintiff's contract,
violating  the  South Carolina Unfair Trade Practices Act.  The Company believes
that this lawsuit is completely without merit and the Company will defend itself
vigorously.  If  this case were to be decided against the Company, it could have
a  material  adverse  effect  on  the  financial  position and operations of the
Company.

On  May  14, 1999, 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 Fifth Judicial Circuit in Columbia, South Carolina.  The lawsuit
alleges  that  the  defendants  breached  fiduciary  duties, breached contracts,
maliciously  prosecuted  the  plaintiff,  and  engaged in various fraudulent and
illegal  acts.  The plaintiff seeks to recover actual and punitive damages of an
unspecified  amount,  the  reassignment  of  a  lease  agreement  that 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  lawsuit  is  completely without merit and the
Company  will  defend  itself  vigorously.  The  Company  and the plaintiff have
formally agreed, as of November 1, 1999, to non-binding mediation of the case in
the  near future.  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.

The  South  Carolina  Department  of Revenue has performed an audit of the state
income  tax returns filed by the Company and its subsidiaries for 1995 and 1996.
As  a  result  of  these  audits,  the Company was notified by the Department of
Revenue  that  the  Company  may have additional tax liability relating to these
audits  for  South  Carolina  state  income  taxes  for 1995 and 1996, including
interest  of  up  to  $100,000.  The  Company  is  in  the  process of providing
additional  information  to the Department of Revenue to support its calculation
of administrative expenses and overhead for 1995 and 1996.  If this case were to
be  decided  against the Company, it could have a material adverse effect on the
financial  position  of  the  Company.

In  the  normal course of its business, the Company is subject to litigation and
regulatory  assessments  and  fines.  Management of the Company does not believe
any  claims, assessments or fines, 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.

--------------------------------------------------------------------------------
NOTE  10  -  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.

                                       12
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

--------------------------------------------------------------------------------
NOTE  10  -  SEGMENTS  (CONTINUED)
--------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                          Three  Months  Ended  September  30,  1999
                                          ------------------------------------------
                                     Video Gaming     Bingo      Adjustment    Consolidated
                                    --------------  ----------  ------------  --------------
<S>                                 <C>             <C>         <C>           <C>
  Revenue. . . . . . . . . . . . .  $   1,366,613   $1,351,057  $   323,975   $   3,041,645
  Depreciation and Amortization. .        312,504      351,270        9,277         673,051
  Segment profit (loss). . . . . .       (213,900)     211,768     (509,918)       (512,050)
  Capital expenditures by segment             ---      203,617       10,552         214,169
</TABLE>

<TABLE>
<CAPTION>
                                          Three  Months  Ended  September  30,  1998
                                          ------------------------------------------
                                    Video Gaming     Bingo      Adjustment   Consolidated
                                    -------------  ----------  ------------  ------------
<S>                                 <C>            <C>         <C>           <C>
  Revenue. . . . . . . . . . . . .  $   2,551,380  $1,446,919  $   285,496      4,283,795
  Depreciation and Amortization. .        259,042     278,920      (28,410)       509,552
  Segment profit (loss). . . . . .        314,050     557,728     (492,441)       379,337
  Capital expenditures by segment             ---      98,600          ---         98,600
</TABLE>

<TABLE>
<CAPTION>
                                          Nine  Months  Ended  September  30,  1999
                                          ------------------------------------------
                                    Video Gaming      Bingo      Adjustment    Consolidated
                                    -------------  -----------  ------------  --------------
<S>                                 <C>            <C>          <C>           <C>
  Revenue. . . . . . . . . . . . .  $   5,309,246  $ 4,010,353  $   893,817   $  10,213,416
  Depreciation and Amortization. .        962,948    1,058,054       19,392       2,040,394
  Segment profit (loss). . . . . .        899,218      642,790   (2,262,979)       (720,971)
  Segment Assets . . . . . . . . .      7,039,791   11,888,917   (1,267,036)     17,661,672
  Capital expenditures by segment.        546,289      728,817       28,484       1,303,590
</TABLE>


<TABLE>
<CAPTION>
                                          Nine  Months  Ended  September  30,  1998
                                          ------------------------------------------
                                    Video Gaming     Bingo      Adjustment    Consolidated
                                    -------------  ----------  ------------  --------------
<S>                                 <C>            <C>         <C>           <C>
  Revenue. . . . . . . . . . . . .  $   7,597,009  $3,519,940  $   620,217   $  11,737,166
  Depreciation and Amortization. .        727,730     727,809       52,338       1,507,877
  Segment profit (loss). . . . . .        935,179      72,146   (1,998,680)       (991,355)
  Segment Assets . . . . . . . . .      7,215,615   8,833,422    4,225,014      20,274,051
  Capital expenditures by segment.      1,350,653     351,324       42,161       1,744,138
</TABLE>

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

                                       13
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)

--------------------------------------------------------------------------------
NOTE  11  -  SUBSEQUENT  EVENTS
--------------------------------------------------------------------------------

On  October  14,  1999,  the  South  Carolina Supreme Court issued a ruling that
declared  unconstitutional  the  November 2, 1999 referendum, which was to allow
South Carolina voters to decide whether video poker payouts should remain legal.
As  a  result  of,  and  pursuant  to,  this ruling, video poker payouts will be
illegal  in  South Carolina after June 30, 2000.  This Supreme Court ruling will
force  the  Company  to  cease  its  video  poker  operations, which will have a
material adverse effect on the Company's financial position and operations since
the  Company's  video  poker  operations  represented  approximately  52% of the
Company's  revenue  for  the  nine  month  period  ended  September  30,  1999.

On  October  21,  1999,  the  Company  announced that the Board of Directors had
elected Jeffrey L. Minch as the President of the Company and Gordon R. McNutt as
a  new  director  of  the  Company.

An  entity  owned  and  managed  by  one  person who is a shareholder and former
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.  On  October  23, 1999, the Company renegotiated this Agreement and now
receives  all  net  proceeds  from  the  operations  of the video gaming machine
centers.

On  October  27,  1999,  the Company received a letter from NASDAQ notifying the
Company  that  the  Company's  Common Stock had failed to maintain a minimum bid
price of at least $1.00 during the previous thirty consecutive business days, as
required  under  the  NASDAQ  rules,  and that as a result, the Company's Common
Stock  could possibly be delisted from the NASDAQ Small Cap Market.  The Company
has until January 24, 2000, to achieve compliance with the requirement regarding
minimum  bid price by having its Common Stock maintain a minimum bid price of at
least  $1.00  for  ten consecutive business days.  If the Company's Common Stock
fails  to  maintain  a  minimum  bid price of at least $1.00 for ten consecutive
business  days  prior  to  January  24, 2000, the Company's Common Stock will be
delisted  from the NASDAQ Small Cap Market at the opening of business on January
26,  2000.  The  Company  would, however, have an opportunity to appeal and stay
any  delisting  during the appeal pursuant to the NASDAQ rules.  The Company has
already  requested a hearing with NASDAQ to present its strategic plan to comply
with  NASDAQ's  listing requirements.  The date of such hearing has not yet been
determined.  Delisting  of  the  Company's  Common  Stock  could have a material
impact  on  the  marketability  of  the  Company's  Common  Stock.

Current  regulatory  requirements  in  South  Carolina require each video gaming
machine  ("VGM")  to be connected via modems to the South Carolina Department of
Revenue's computer monitoring system by February 1, 2000.  Any VGM not connected
to  this online reporting system by the above-stated deadline must be turned off
until  it  is  upgraded  and connected to the system.   These requirements would
necessitate  the  expenditure  of approximately $2,500 per VGM.  The Company has
determined  that  this  capital expenditure is not justified given (i) the short
duration  of  time during which the VGMs could be legally operated since payouts
will  be banned as of June 30, 2000, and (ii) the reduced level of profitability
brought  about  by  the  $125 per day per player limitation imposed by the South
Carolina  Supreme  Court.  The  effect of this determination is that the Company
will likely cease operating its video gaming segment effective February 1, 2000.
As  noted  above,  this  is  expected  to  have a material adverse effect on the
Company's  financial  position  and  operations  as  the  Company's  video poker
operations  represented approximately 52% of the Company's revenues for the nine
month  period  ended  September  30,  1999.

                                       14
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  I  -  FINANCIAL  INFORMATION

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, September 30, 1998, March 31, 1999 and June 30, 1999; and
the consolidated financial     statements and related notes for the period ended
September  30,  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 $3.0 million during the third
fiscal  quarter  of 1999 ended September 30, 1999, as compared with $4.3 million
in  the  comparable  period of the prior fiscal year, representing a decrease of
$1.3  million or 29%.  Third quarter revenues were led by bingo rental and other
revenues  that  totaled  $1.7  million,  or  55% of total revenues for the third
quarter  of  1999,  compared  to  $1.7 million, or 40% of total revenue, for the
third quarter of 1998.  Video gaming operations produced $1.4 million, or 45% of
total  revenues  in the third quarter of 1999, compared to $2.6 million, or 60%,
in  the  comparable  quarter  of  the  prior year.  The decrease in video gaming
revenues  was  partially  due  to  the reorganization of the free-standing video
gaming  machine  ("VGM") operations in the fourth quarter of 1998 and the ruling
issued  by  the  South  Carolina  Supreme  Court concerning the $125 per day per
player  gaming  payout  limitation.  Approximately 54% of third quarter revenues
were  generated  in  South  Carolina,  with  32% in Texas and 14% in Alabama, as
compared  to third quarter 1998 revenues of 79% in South Carolina, 11% in Texas,
and  10% 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.  Revenues for the nine months of 1999
totaled  $10.2 million, as compared to $11.7 million in the comparable period of
the  prior  fiscal  year,  a  decrease  of  $1.5  million, or 13%.  Year-to-date
revenues  were  led  by video gaming operations, which comprised 52% of revenues
for  the  first  nine  months  of  1999.

Total  costs and expenses were $3.5 million in the third quarter of 1999, versus
$3.8  million  in the third quarter of 1998, a decrease of $300,000, or 7%.  The
decrease in total costs and expenses is primarily attributable to salary, direct
operating  costs  and general and administrative expense reductions of $971,000.
Nonrecurring  reorganization  expenses  totaling  $633,000 offset this decrease.
For  the  first nine months of 1999, total costs and expenses were $10.9 million
versus  $12.5  million in the comparable period of 1998, a decrease of more than
$1.6  million,  or  13%.  Total  costs and expenses for the first nine months of
1999 include approximately $1.3 million of nonrecurring reorganization expenses.
For  the  first  nine  months  of  1998,  total  costs  and  expenses  include
approximately  $2.0  million  of non-cash write-offs and charges recorded in the
second  quarter  of  1998.

Depreciation, amortization and license expense totaled $1.1 million in the third
quarter  of  1999,  an increase of $222,000 from the third quarter of 1998.  For
the  first  nine months of 1999, depreciation, amortization and license expenses
were  $3.6  million,  versus  $2.5  million in the comparable period of 1998, an
increase  of $1.1 million, or 44%.  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  charges  totaled  $630,000 in the third quarter of
1999,  compared to $927,000 in 1998.  For the first nine months of 1999, general
and  administrative  expenses  were  $2.5  million,  versus  $3.5 million in the
comparable  period  of  1998, a decrease of $1.0 million, or 29%.  The change is
primarily  due  to  second  quarter  1998  write-offs  which

                                       15
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  I  -  FINANCIAL  INFORMATION

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

RESULTS  OF  OPERATIONS  (CONTINUED)

include $300,000 for relocation and reorganization reserves and over $200,000 of
abnormally  high  legal,  travel,  marketing  and  accounting  costs.

Third  quarter  1999  rent  and  utilities  for the Company's freestanding video
gamerooms  and bingo centers totaled $623,000, compared to $554,000 for the same
period  in  1998,  an  increase  of  12%.  The  Company  continues  to  pursue
opportunities  to  reduce  costs  by canceling, renegotiating or subletting idle
property  leases.

Direct  operating  costs  for  the  third  quarter  of 1999 totaled $409,000, as
compared  to  $692,000  for the same period in 1998, a decrease of approximately
$283,000,  or  41%.  This  decrease in direct operating costs is attributable to
the  reorganization of the Company's freestanding VGMs into route locations that
occurred  in  the  fourth  quarter  of  1998.

Net  other  income and expenses totaled ($13,000) for the third quarter of 1999,
as  compared  to  ($11,000)  for  the  third  quarter of 1998.  Other income and
expenses  for  the  third  quarter of 1999 was primarily comprised of investment
income and interest expense.  Included in other income for the first nine months
of  1999  were proceeds received from the liquidation of Company common stock by
the  former  Company  president,  Greg  Wilson,  and  members  of  his family in
connection with the settlement of lawsuits and other issues between the parties.

Net  loss  for  the third quarter of 1999 was $512,050, which equated to a basic
and  fully  diluted  earnings  per  share  of  ($.05).  Net income for the third
quarter  of  1998  was  $379,337,  which  equated  to  a basic and fully diluted
earnings  per  share  of  $.04.  Net  loss for the first nine months of 1999 was
$720,971,  which  equated  to  a  basic  and fully diluted earnings per share of
($.07)  per  share.  Net  loss  for  the first nine months of 1998 was $991,355,
which  equated  to  a  basic  and  fully  diluted  earnings per share of ($.12).

The  weighted  average  number  of  basic  and fully diluted Common Stock shares
outstanding  totaled  9.9  million  in the third quarter of 1999, as compared to
basic Common Stock shares of 9.3 million and fully diluted shares of 9.9 million
in  the  third  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, and 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  September  30,  1999  totaled $3.4 million and
represented  approximately  19%  of the Company's total assets of $17.7 million.
Cash  flows  from  operating  activities  for  the third quarter of 1999 totaled
($100,000),  compared  to  $1.6  million during the third quarter of 1998.  Cash
flows from operating activities for the first nine months of 1999 were primarily
comprised  of  the Company's net loss of ($721,000), adjusted for non-cash costs
of  depreciation,  gaming  license  expense and intangible asset amortization of
$1.5  million,  $83,000  related to the provision for uncollectible receivables,
($46,000)  related  to  the  gain  on  receipt of treasury stock, and ($902,000)
representing  the  net  changes  in  operating  assets  and  liabilities.

Net  cash used in investing activities for the first nine months of 1999 totaled
$66,000,  compared  to  $4.6 million in 1998.  Cash used in investing activities
consists  primarily  of  $752,000  related  to property and equipment purchases,
offset  by  $712,000  from  the  repayment of notes receivable.  Cash flows from
investing  activities  in the first nine months of 1998 were primarily comprised
of  expenditures  for  video  gaming  licenses,  leasehold  improvements and the
acquisition  of  a  bingo  center.

Cash  used  in  financing  activities  for the first nine months of 1999 totaled
$380,000.  Cash  used  related to financing activities in 1999 included $694,000
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.  Cash flows from financing activities in the
first  nine  months  of  1998 was primarily comprised of $1.1 million of Company
Common  Stock  repurchases,  cash  proceeds  from preferred stock conversions of
$812,000  and  net  lease  proceeds  and  payments  of  $578,000.

                                       16
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  I  -  FINANCIAL  INFORMATION

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

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

At  September 30, 1999, the Company had $17.7 million in total assets with total
liabilities  of  $2.0  million  and $15.7 million of shareholders equity.  Total
assets  include  $3.4  million  in  cash, $1.4 million of net accounts and notes
receivable,  $6.1  million of property and equipment, $4.2 million of intangible
assets,  $2.0  million  in  prepaid video gaming licenses, and $600,000 of other
assets.  Total  liabilities  primarily  consist  of  notes  and  capital  lease
obligations  of  $1.7  million.

Net  property  and  equipment  totaled  $6.1 million at September 30, 1999.  The
majority  of  property  and  equipment  is  comprised  of video gaming machines.
Intangible  assets, net of accumulated amortization, totaled $4.2 million at the
end  of  September 30, 1999, and were primarily comprised of goodwill associated
with  the  Company's  acquisition  of  seven bingo centers in Texas during 1998.

Current  liabilities  totaled  $690,000  and  long-term liabilities totaled $1.3
million  at  September  30, 1999.  The majority of liabilities were comprised of
$1.7  million  of  notes  payable  and  capital lease obligations related to the
Company's  acquisition  of  video  gaming  machines.

Current assets totaled $5.8 million at September 30, 1999, providing the Company
with working capital of approximately $5.1 million and a current ratio of 8.5 to
1.  Net  accounts  receivable  totaled  $721,000 and were primarily comprised of
operating  receivables  and  short-term  advances to video gaming route location
owners.  Notes  receivable,  less provision for doubtful collectability, totaled
$679,000  at  September 30, 1999.  Notes receivable are primarily comprised of a
note  balance  due on the Company's sale of a Florida bingo center at the end of
1995.  Total  prepaid licenses of $2.0 million represent the Company's portfolio
of  video  gaming  licenses  for VGMs 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 relating to video gaming
licenses will cease due to the South Carolina Supreme Court ruling declaring the
proposed  November  2,  1999  referendum  to  be unconstitutional, which had the
effect  of banning video poker payouts after June 30, 2000.  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  has  completed  the process of
certifying  that  the  vendors  and  suppliers  of  its  critical components and
services  are  Year  2000  compliant.  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.

                                       17
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

For  a  discussion  of  material  pending  legal  proceedings, see Note 9 to the
unaudited consolidated condensed financial statements included in Part I hereof,
which  Note  9  is  incorporated  herein  by  reference.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

On  September 10, 1999, the Company's Board of Directors approved the rescission
of  the  Company's  Rights  Agreement  dated  August  4,  1998  by  changing the
expiration  date  of the Rights Agreement to September 17, 1999.  As a result of
this action, the preferred share purchase rights previously granted by the Board
of  Directors  on  August  4,  1998  expired  on September 17, 1999.  The Rights
Agreement  was  adopted  by the Board of Directors as a defense mechanism to the
possibility of a takeover of the Company by a third party.  The Board determined
that  the  Rights  Agreement was not in the best interest of the Company at this
time  and  therefore  took  action  to  change the expiration date of the Rights
Agreement  and  the  preferred  stock  purchase  rights  granted  in  connection
therewith  so  that  they  would  expire  on  September  17,  1999.

ITEM  5.     OTHER  INFORMATION

On  October  14,  1999,  the  South  Carolina Supreme Court issued a ruling that
declared  unconstitutional  the  November 2, 1999 referendum, which was to allow
South Carolina voters to decide whether video poker payouts should remain legal.
As  a  result  of,  and  pursuant  to,  this ruling, video poker payouts will be
illegal  in  South Carolina after June 30, 2000.  This Supreme Court ruling will
force  the  Company  to  cease  its  video  poker  operations, which will have a
material adverse effect on the Company's financial position and operations since
the  Company's  video  poker  operations  represented  approximately  52% of the
Company's  revenue  for  the  nine  month  period  ended  September  30,  1999.

An  entity  owned  and  managed  by  one  person who is a shareholder and former
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.  On  October  23, 1999, the Company renegotiated this Agreement and now
receives  all  net  proceeds  from  the  operations  of the video gaming machine
centers.

On  October  27,  1999,  the Company received a letter from NASDAQ notifying the
Company  that  the  Company's  Common Stock had failed to maintain a minimum bid
price of at least $1.00 during the previous thirty consecutive business days, as
required  under  the  NASDAQ  rules,  and that as a result, the Company's Common
Stock  could possibly be delisted from the NASDAQ Small Cap Market.  The Company
has until January 24, 2000, to achieve compliance with the requirement regarding
minimum  bid price by having its Common Stock maintain a minimum bid price of at
least  $1.00  for  ten consecutive business days.  If the Company's Common Stock
fails  to  maintain  a  minimum  bid price of at least $1.00 for ten consecutive
business  days  prior  to  January  24, 2000, the Company's Common Stock will be
delisted  from the NASDAQ Small Cap Market at the opening of business on January
26,  2000.  The  Company  would, however, have an opportunity to appeal and stay
any  delisting  during the appeal pursuant to the NASDAQ rules.  The Company has
already  requested a hearing with NASDAQ to present its strategic plan to comply
with  NASDAQ's  listing requirements.  The date of such hearing has not yet been
determined.  Delisting  of  the  Company's  Common  Stock  could have a material
impact  on  the  marketability  of  the  Company's  Common  Stock.

                                       18
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS.

3.1     Certificate  of Incorporation of the Company dated September 8, 1994, as
        amended  October 17, 1994, and further amended July 31, 1999, August 13,
        1998,  and  September  22,  1999.

3.2     Amended  and  Restated  Bylaws  of  the  Company.

4.1     Amendment  to  Rights  Agreement  dated  September 13, 1999, between the
        Company  and  American  Stock  Transfer & Trust Company (incorporated by
        reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the
        Company  on  September  20,  1999).

10.1    Severance  Agreement with James L. Hall dated July 1, 1999 (incorporated
        by  reference to Exhibit 10.1 of the Current Report on Form 8-K filed by
        the  Company  on  July  22,  1999).

10.2    Severance  Agreement  with  George  M.  Harrison  Jr. dated July 2, 1999
        (incorporated by reference to Exhibit 10.2 of the Current Report on Form
        8-K  filed  by  the  Company  on  July  22,  1999).

10.3    Severance  Agreement  with  Andre  M.  Hilliou  dated  July  2,  1999
        (incorporated by reference to Exhibit 10.3 of the Current Report on Form
        8-K  filed  by  the  Company  on  July  22,  1999).

10.4    Severance  Agreement  with  Michael  W.  Mims  dated  July  2,  1999
        (incorporated by reference to Exhibit 10.4 of the Current Report on Form
        8-K  filed  by  the  Company  on  July  22,  1999).

10.5    Severance  Agreement  with  Grover  C.  Seaton  III  dated June 30, 1999
        (incorporated by reference to Exhibit 10.5 of the Current Report on Form
        8-K  filed  by  the  Company  on  July  22,  1999).

10.6    Severance  Agreement  with  Richard  M.  Kelley  dated  July  2,  1999
        (incorporated by reference to Exhibit 10.6 of the Current Report on Form
        8-K  filed  by  the  Company  on  July  22,  1999).

10.7    Severance  Agreement  with  Nancy  J.  Pollick  dated  July  2,  1999
        (incorporated by reference to Exhibit 10.7 of the Current Report on Form
        8-K  filed  by  the  Company  on  July  22,  1999).

10.8    Severance  Agreement  with  Marie  T.  Pierson  dated  July  23,  1999.

10.9    Severance  Agreement  with Thomas M. Harrison dated September 17, 1999.

10.10   Severance Agreement with William W. Harrison dated September 17, 1999.

27.1    Financial  Data  Schedule  (for  SEC  use  only).

(b)     REPORTS  ON  FORM  8-K.

During  the quarter ended September 30, 1999, the Company filed three reports on
Form  8-K:

On  July  20, 1999, the Company filed a Form 8-K to report the following events:

(i)     That  the  Governor  of  South  Carolina had signed into law legislation
        taxing  and regulating video poker and requiring a referendum to be held
        on  November  2,  1999,  in  which  South Carolina voters were to decide
        whether  video  poker  payouts  should  remain  legal;  and
(ii)    That  on  July  13,  1999,  the  South Carolina Supreme Court ruled that
        video  poker  players  cannot  win  more  than $125 in a 24-hour period.

                                       19
<PAGE>
AMERICAN  BINGO  &  GAMING  CORP.

PART  II  -  OTHER  INFORMATION

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

On  July  22, 1999, the Company filed a Form 8-K to report the following events:

(i)     That  on  July 2, 1999, the Company had announced the resignation of the
        following  members  of its Board of Directors and members of management:
        James  L. Hall, formerly a Director; George M. Harrison, Jr., formerly a
        Director and Vice President; Andre M. Hilliou, formerly Chairman of the
        Board, President and Chief Executive Officer;  Michael W. Mims, formerly
        a Director; Grover C. Seaton III, formerly a Director;  A. Joe Willis,
        formerly  a  director;  Richard  M.  Kelley,  formerly  Chief  Financial
        Officer,  Vice  President  and Treasurer; and Nancy J. Pollick, formerly
        Vice  President  of  Operations;
(ii)    That  on  July  6,  1999,  the  Company  had announced that the Board of
        Directors  had  elected Jeffrey L. Minch as a new director and Daniel W.
        Deloney as  Chairman  of  the  Board  and  President and Chief Executive
        Officer of the Company;  and
(iii)   That  on  July  9,  1999,  Brock  Henning, a former South Carolina bingo
        area  manager, and Connie Ryan, former Controller, had resigned from the
        Company.

On  September  20,  1999,  the  Company filed a Form 8-K to report the following
events:

(i)     That  on  September  17,  1999,  the  Company's  Board  of Directors had
dismissed  King  Griffin  &  Adamson  P.C.  as  its  principal  accountant;  and
(ii)     That  on  September  10,  1999,  the  Company's  Board of Directors had
approved  the rescission of the Company's Rights Agreement dated August 4, 1998,
by  changing  the expiration date of the Rights Agreement to September 17, 1999.

                                       20
<PAGE>
                                   SIGNATURES

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


                                   American  Bingo  &  Gaming  Corp.

                                   November  12,  1999



                                   By:

                                   /s/  Jeffrey  L. Minch
                                   ----------------------
                                   Jeffrey  L.  Minch
                                   President



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

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                               INDEX TO EXHIBITS


Exhibit                                                                                             Sequential
Number   Description                                                                                Page Number
-------  -----------------------------------------------------------------------------------------  -----------
<C>      <S>                                                                                        <C>
    3.1  Certificate of Incorporation of the Company dated September 8, 1994, as amended October
         17, 1994, and further amended July 31, 1997, August 13, 1998, and September 22, 1999.

    3.2  Amended and Restated Bylaws of the Company.

    4.1  Amendment to Rights Agreement dated September 13, 1999, between the Company and
         American Stock Transfer & Trust Company (incorporated by referenced to Exhibit 10.1 of
         the Current Report on Form 8-K filed by the Company on September 20, 1999).

   10.1  Severance Agreement with James L. Hall dated July 1, 1999 (incorporated by reference to
         Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

   10.2  Severance Agreement with George M. Harrison, Jr. dated July 2, 1999 (incorporated by
         reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Company on
         July 22, 1999).

   10.3  Severance Agreement with Andre M. Hilliou dated July 2, 1999 (incorporated by reference
         to Exhibit 10.3 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

   10.4  Severance Agreement with Michael W. Mims dated July 2, 1999 (incorporated by reference
         to Exhibit 10.4 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

   10.5  Severance Agreement with Grover C. Seaton III dated June 30, 1999 (incorporated by
         reference to Exhibit 10.5 of the Current Report on Form 8-K filed by the Company on
         July 22, 1999).

   10.6  Severance Agreement with Richard M. Kelley dated July 2, 1999 (incorporated by
         reference to Exhibit 10.6 of the Current Report on Form 8-K filed by the Company on
         July 22, 1999).

   10.7  Severance Agreement with Nancy J. Pollick dated July 2, 1999 (incorporated by reference
         to Exhibit 10.7 of the Current Report on Form 8-K filed by the Company on July 22, 1999).

   10.8  Severance Agreement with Marie T. Pierson dated July 23, 1999.

   10.9  Severance Agreement with Thomas M. Harrison dated September 17, 1999.

  10.10  Severance Agreement with William W. Harrison dated September 17, 1999.

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

                                       22
<PAGE>