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 JUNE 30, 1998

                                       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)


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


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

As  of AUGUST 14, 1998, the Issuer had 9,403,117 shares of its Common Stock, par
value  $.001  per  share,  issued  and  outstanding.

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

<PAGE>

PART  I  -  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS


<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  BALANCE  SHEET  (UNAUDITED)
                                                                             June 30, 1998
------------------------------------------------------------------------------------------
<S>                                                                           <C>
ASSETS
Current Assets:
    Cash and cash equivalents                                                 $10,685,513 
    Accounts receivable                                                           832,044 
    Notes receivable - current, net                                               117,108 
    Prepaid expenses                                                              426,842 
    Other current assets                                                           71,820 
------------------------------------------------------------------------------------------
Total Current Assets                                                           12,133,327 

Property and Equipment, net                                                     5,948,661 

Other Assets:
    Notes receivable, net                                                       1,127,448 
    Prepaid license expense                                                     2,036,694 
    Intangible assets, net                                                      2,930,592 
    Other non-current assets                                                      294,755 
------------------------------------------------------------------------------------------
Total Other Assets                                                              6,389,489 

TOTAL ASSETS                                                                  $24,471,477 
========================================================================================= 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                                     $ 1,793,104 
    Borrowings under line of credit                                             1,489,647 
    Note payable - current                                                        771,072 
    Capital leases payable - current                                              419,429 
------------------------------------------------------------------------------------------
Total Current Liabilities                                                       4,473,252 

Long-term liabilities:
    Note payable, net                                                             997,883 
    Capital leases payable, net                                                   359,491 
------------------------------------------------------------------------------------------
Total Long-term Liabilities                                                     1,357,374 

Stockholders' Equity:
    Preferred Stock, $.01 par value, authorized 1,000,000 shares, Issued and
      Outstanding 1,187 shares, Liquidation preference of $1,000 per share             12 
    Common Stock, $.001 par value, authorized 20,000,000 shares,
      Issued and outstanding 9,570,902 shares                                       9,571 
    Treasury Stock                                                               (182,915)
    Additional paid-in capital                                                 24,019,865 
    Accumulated deficit                                                        (5,205,682)
------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                     18,640,851 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $24,471,477 
========================================================================================= 

See notes to consolidated financial statements.
</TABLE>

                                         1
<PAGE>

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


For Three Months Ended June 30,                                          1998           1997
-----------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
REVENUES:
    Video gaming                                                   $  2,407,881   $  2,440,733 
     Bingo                                                            1,090,255        800,344 
     Other                                                              237,961        119,147 
                                                                   -------------  -------------

TOTAL REVENUES                                                        3,736,097      3,360,224 


COSTS AND EXPENSES:
    Direct salaries and other compensation                              603,674        476,286 
    Rent and utilities                                                1,089,525        334,500 
    Direct operating costs                                            1,478,075        443,926 
    Depreciation and amortization                                       845,586        359,572 
    General and administrative                                        1,588,874        906,910 
                                                                   -------------  -------------

TOTAL COSTS AND EXPENSES                                              5,605,734      2,521,194 

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

OPERATING INCOME (LOSS)                                              (1,869,637)       839,030 


OTHER INCOME AND EXPENSES:
    Interest income                                                     187,372         60,873 
    Other income                                                            ---         21,170 
    Interest and other expense                                         (104,152)       (37,500)

TOTAL OTHER INCOME AND EXPENSES                                          83,220         44,543 

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

INCOME (LOSS) BEFORE TAXES                                           (1,786,417)       883,573 


PROVISION FOR INCOME TAXES                                               38,500        184,956 

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



NET INCOME (LOSS)                                                   ($1,824,917)  $    698,617 
===============================================================================================


EARNINGS (LOSS) PER SHARE:

    Basic                                                                 ($.19)  $        .10 
    Diluted                                                               ($.19)  $        .09 


    Weighted average shares outstanding                               9,528,869      7,176,043 
    Weighted average shares outstanding - assuming full dilution      9,528,869      7,742,668 


See notes to consolidated financial statements.
</TABLE>



                                       2
<PAGE>
<TABLE>
<CAPTION>

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



For Six Months Ended June 30,                                            1998           1997
-----------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
REVENUES:
    Video gaming                                                   $  5,007,035   $  4,818,821 
     Bingo                                                            2,072,021      1,463,481 
     Other                                                              374,316        186,032 
                                                                   -------------  -------------

TOTAL REVENUES                                                        7,453,372      6,468,334 


COSTS AND EXPENSES:
    Direct salaries and other compensation                            1,143,702        850,722 
    Rent and utilities                                                1,587,927        674,074 
    Direct operating costs                                            2,005,588        848,212 
    Depreciation and amortization                                     1,586,201        718,272 
    General and administrative                                        2,592,853      1,837,306 
                                                                   -------------  -------------

TOTAL COSTS AND EXPENSES                                              8,916,271      4,928,586 

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

OPERATING INCOME (LOSS)                                              (1,462,899)     1,539,748 


OTHER INCOME AND EXPENSES:
    Interest income                                                     367,913        114,232 
    Other income                                                         35,104         52,036 
    Interest and other expense                                         (195,907)       (54,901)

TOTAL OTHER INCOME AND EXPENSES                                         207,110        111,367 

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

INCOME (LOSS) BEFORE TAXES                                           (1,255,789)     1,651,115 


PROVISION FOR INCOME TAXES                                              114,903        335,743 

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



NET INCOME (LOSS)                                                   ($1,370,692)  $  1,315,372 
===============================================================================================


EARNINGS (LOSS) PER SHARE:

    Basic                                                                 ($.15)  $        .19 
    Diluted                                                               ($.15)  $        .18 


    Weighted average shares outstanding                               9,450,966      6,984,331 
    Weighted average shares outstanding - assuming full dilution      9,450,966      7,396,695 


See notes to consolidated financial statements.
</TABLE>



                                        3
                                 
<PAGE>
<TABLE>
<CAPTION>
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)



For Six Months Ended June 30,                              1998           1997
-----------------------------------------------------------------------------------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                                   ($1,370,692)  $  1,315,372 

    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:

    Depreciation and amortization                         1,586,201        718,272 
    Non-cash write-offs and charges                       1,727,532            --- 
    Changes in operating assets and liabilities, net        583,666         52,525 

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

NET CASH PROVIDED BY OPERATING ACTIVITIES              $  2,526,707   $  2,086,169 

CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital and intangible expenditures                  (1,813,762)    (2,127,685)
    License expenditures                                 (2,067,958)      (694,030)
    Collections of notes receivable                         179,014        187,700 
    Issuance of notes receivable                           (197,767)           --- 

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

NET CASH USED IN INVESTING ACTIVITIES                   ($3,900,473)   ($2,634,015)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Payments on notes                                      (413,734)       (83,814)
    Payments on capital leases                             (185,321)            -- 
    Proceeds from capital leases                                 --        113,667 
    Proceeds from margin line of credit                   1,489,647             -- 
    Proceeds from issuance of common stock                   39,000             -- 
    Payments of warrant financing costs                    (354,422)            -- 
    Repurchase of common stock                             (182,971)            -- 
    Preferred stock conversions                            (208,674)
    Dividend payments to preferred stockholders             (61,108)            -- 

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

NET CASH PROVIDED BY FINANCING ACTIVITIES              $    122,417   $     29,853 


NET DECREASE IN CASH                                    ($1,251,349)     ($517,993)


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

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

CASH - END OF PERIOD                                   $ 10,685,513   $    855,064 
===================================================================================

See notes to consolidated financial statements.
</TABLE>


                                       4
<PAGE>

AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
June  30,  1998


NOTE  1  BASIS  OF  PRESENTATION


The  accompanying  unaudited  consolidated  financial  statements  include  the
accounts  of  American  Bingo  & Gaming Corp. and its wholly-owned subsidiaries,
hereafter  collectively  referred  to as "the Company." The financial statements
have  been  prepared in accordance with generally accepted accounting principles
for  interim  financial information and with the instructions to Form 10-QSB and
Item  310(b)  of  Regulation  S-B  of  the  Securities  and Exchange Commission.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principles for complete financial statements.
In  the  opinion  of  management, all adjustments and inter-company eliminations
considered necessary for a fair presentation of the interim financial statements
have  been  included.  Certain  items  in  the  financial  statements  have been
reclassified  to  maintain  consistency  and  comparability  for  all  periods
presented. Operating results for the three- and six-month periods ended June 30,
1998  are not necessarily indicative of the results that may be expected for the
fiscal  year  ending  December  31,  1998.  Except  for  historical  information
contained  herein,  certain matters set forth in this report are forward looking
statements  that  are  subject to substantial risks and uncertainties, including
the  impact  of  government  regulation  and  taxation,  customer attendance and
spending,  competition,  and  general  economic  conditions,  among  others. For
further  information,  refer  to  the  consolidated  financial  statements  and
footnotes  included in the Company's annual report on Form 10-KSB for the fiscal
year  ended  December  31,  1997.


NOTE  2  PROPERTY  AND  EQUIPMENT


<TABLE>
<CAPTION>
Property  and  Equipment  at  June  30,  1998  consists  of  the  following:
<S>                                        <C>         <C>
Land                                       $  189,671
Buildings and improvements                    379,342
Leasehold improvements                      2,110,204
Video gaming machines and bingo equipment   6,173,167
Equipment, furniture and fixtures             815,636
Automobiles                                   519,789
                                           ----------              
                Sub-total                               10,187,809 
Accumulated depreciation and amortization               (4,239,148)
                                                       ------------
Property and Equipment, net                            $ 5,948,661 
</TABLE>


NOTE  3  INTANGIBLE  ASSETS


<TABLE>
<CAPTION>
Intangible Assets at June 30, 1998 consist of the following:
<S>                                                           <C>         <C>
      Goodwill                                                $3,498,019
      Covenants not to compete                                   228,891
                                                              ----------             
            Sub-total                                                      3,726,910 
      Accumulated amortization                                              (796,318)
                                                                          -----------
      Intangible Assets, net                                              $2,930,592 
</TABLE>

                                       5
<PAGE>

AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
June  30,  1998


NOTE  4  INCOME  TAXES


The Company recorded $38,500 and $114,903 of income tax liability, respectively,
for  the quarter and six month periods ended June 30, 1998. The Company does not
expect  to  incur  material  income  tax  liabilities until the depletion of its
accumulated  tax loss carryforwards, which totaled approximately $2.2 million at
the  end  of  1997.


NOTE  5  EARNINGS  (LOSS)  PER  SHARE


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

<TABLE>
<CAPTION>
Three  months  ended  June  30,                       1998                      1997
----------------------------------------  --------------------------  ----------------------
                                          Basic         Diluted       Basic       Diluted
<S>                                       <C>           <C>           <C>         <C>
Numerator:
----------------------------------------                                                    
  Net Income (Loss)                       ($1,824,917)  ($1,824,917)  $  698,617  $  698,617
  less Preferred Dividends                    (29,283)          ---          ---         ---
                                          ------------  ------------  ----------  ----------
Income Available to Common Shareholders   ($1,854,200)  ($1,824,917)  $  698,617  $  698,617

Denominator:
----------------------------------------                                                    
  Weighted Average Shares Outstanding       9,528,869     9,528,869    7,176,043   7,176,043
  Effect of Dilutive Securities:
      Preferred Stock                             ---           ---          ---         ---
      Stock Options and Warrants                  ---           ---          ---     566,625
                                          ------------  ------------  ----------  ----------
Weighted Average Shares Outstanding         9,528,869     9,528,869   7,176,043    7,742,668

Earnings (Loss) Per Share                       ($.19)        ($.19)  $      .10  $      .09


Six  months  ended  June  30,                        1998                      1997
----------------------------------------  --------------------------  ----------------------
                                          Basic         Diluted       Basic       Diluted
Numerator:
----------------------------------------                                                    
  Net Income (Loss)                       ($1,370,692)  ($1,370,692)  $1,315,372  $1,315,372
  less Preferred Dividends                    (61,108)          ---          ---         ---
                                          ------------  ------------  ----------  ----------
Income Available to Common Shareholders   ($1,431,800)  ($1,370,692)  $1,315,372  $1,315,372

Denominator:
----------------------------------------                                                    
  Weighted Average Shares Outstanding       9,450,966     9,450,966    6,984,331   6,984,331
  Effect of Dilutive Securities:
      Preferred Stock                             ---           ---          ---         ---
      Stock Options and Warrants                  ---           ---          ---     412,364
                                          ------------  ------------  ----------  ----------
Weighted Average Shares Outstanding         9,450,966     9,450,966    6,984,331   7,396,695

Earnings (Loss) Per Share                       ($.15)        ($.15)  $      .19  $      .18
</TABLE>

                                       6
<PAGE>

AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
June  30,  1998


NOTE  6  WRITE-OFFS  AND  CHARGES


The  Company  recorded   approximately   $2.0  million  of  asset   write-downs,
reorganization  charges and other unusual  items in the second  quarter of 1998.
The Company's new management  determined that certain  write-offs were necessary
to reduce non-performing assets to their net realizable values.  Certain charges
were also taken to reflect expected losses from future lease payments on idle or
unprofitable  bingo  properties  and  expected  costs for the  Company's  recent
management   reorganization   and  corporate   office   relocation.   Management
continually  reviews  asset  valuations.  Although  there  can be no  assurance,
management does not expect to incur further  material  write-downs or charges in
the foreseeable future.

Write-offs in the second  quarter  included  $460,000 for leasehold  improvement
costs for idle or  unprofitable  bingo  centers  acquired in 1997;  $204,000 for
discontinued   "8-Liner"  gaming  machines   acquired  in  1997;   $163,000  for
uncollectible  bingo advances,  receivables and deposits from 1997; and $100,000
for  previously  capitalized  legal,  public  relations and other related costs.
Charges in the second quarter  included  $500,000 for future rent obligations on
idle or unprofitable  bingo centers acquired in 1997 and $300,000 for management
reorganization, legal and corporate office relocation expenses. The Company also
recorded over $270,000 of costs in the second  quarter for unusually  high legal
expenses, travel,recruiting, relocation and other operating expenses.


NOTE  7  SHAREHOLDERS'  EQUITY


The Company has issued approximately 340,000 shares since the beginning of 1998,
including  205,000  shares issued for preferred stock conversions, 29,630 shares
issued  pursuant to acquisitions, and 33,000 shares for the exercise of employee
stock  options.  The Company's share issuances have been partially offset by the
repurchase  of nearly 56,000 shares for $183,000 through a stock buyback program
beginning in the second quarter. The Company's Board of Directors authorized the
Company  to purchase  up  to  1.0  million  shares of  its common  stock in open
market or privately-negotiated transactions over an unspecified period of time.


NOTE  8  CONTINGENCIES


In  July  of  1995  the  Company  acquired  three  Florida bingo centers from an
individual  (seller),  and  in  December of 1995 the Company re-sold these three
bingo  centers. In June of 1997, the seller filed a lawsuit against the Company,
alleging  breach of contract on these purchases and default on purchase note and
stock  obligations  per  sales  agreements.  In July of 1997 the Company filed a
counterclaim  against  the  seller,  alleging  fraud,  negligent representation,
breach  of  contract  and  other  charges related to the Company's purchase. The
Company  believes  that  the  seller's lawsuit against the Company is completely
without merit and that the Company will prevail in its counterclaim against him.
There  can  be  no assurance of this result, however, and a decision against the
Company  could  have  a potentially adverse effect on the financial position and
operations  of  the  Company.

                                       7
<PAGE>

AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
June  30,  1998

NOTE  8  CONTINGENCIES  (CONTINUED)


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. 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  District Judge certified
questions  for  an advisory opinion of the South Carolina Supreme Court and oral
arguments  were  heard  by the state Supreme Court in April of 1998. The Supreme
Court  has  not yet rendered its decision. The Company believes that this action
is completely without merit and will defend itself vigorously. If this case were
to  be  decided  against  the Company, it would likely have a materially adverse
effect  on  the  financial  position  and  operations  of  the  Company.

In  1997,  the  South  Carolina Department of Revenue and the South Carolina Law
Enforcement  Division  brought  a  declaratory  judgment  action against various
organizations  whose  members  have  beer  and wine permits and also offer video
poker  for  play.  The  suit  was also brought against certain businesses in the
video  poker  industry.  Neither  the  Company  nor  any  subsidiary  is a named
defendant  in  this  case. The plaintiffs have styled the case as a class action
and have requested that the court declare that the South Carolina Code prohibits
beer  and  wine  from  being  sold  at  establishments  that provide video poker
machines  for  play.  At  issue in the case is whether a specific South Carolina
statute  (S.C. Code Section 61-4-580(3)) prohibits a beer and wine permit holder
from also offering video poker for play. The plaintiffs have filed a motion that
the  case  be  certified  as  a class action and have filed a motion for summary
judgment. The defendants are vigorously defending the case. If this case were to
be  decided  in  favor  of  the  Department  of  Revenue, it would likely have a
material adverse effect on the financial position and operations of the Company.
The Company continues to monitor all legislative and judicial developments which
may affect the Company.

Additionally,  on  June  30,  1998,  the  South  Carolina  Department of Revenue
announced  that  as  of  August  1, 1998, it would no longer allow beer and wine
permits  at  any  location  which  also  offers  video  poker,  based  on  its
interpretation  of  the  South  Carolina  statute  noted above.  However, in two
separate  state  court  cases,  two  state  Circuit  Court  judges  have entered
injunctions  prohibiting  the  Department  of  Revenue  from  enforcing  its
interpretation  of  the South Carolina statute at issue at the current time.  It
is  currently anticipated that neither court will issue a final decision on this
issue  for  several  weeks.  If  this  issue  were to be decided in favor of the
Department  of  Revenue,  it  would likely have a material adverse effect on the
financial  position  and  operations  of  the  Company.

NOTE  9  LINE OF CREDIT

The Company has a margin line of credit with  Merrill  Lynch  and  had  borrowed
nearly $1.5 million against this line as of  June  30,  1998.  The  Company  can
borrow up to 50% of its marginable investments held with Merrill Lynch  on  this
line,  which  bears  interest at the U.S. prime rate, which was 8.5% at June 30,
1998.

                                       8
AMERICAN  BINGO  &  GAMING  CORP.
<PAGE>

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

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

The  following  discussion should be read in conjunction with the Company's Form
10-KSB  and  the  consolidated financial statements for the years ended December
31, 1997 and December 31, 1996; the Company's Form 10-QSB for the quarters ended
March  31,  1997,  June 30, 1997, September 30, 1997 and March 31, 1998; and the
consolidated  financial statements and related notes, for the periods ended June
30,  1998,  found  elsewhere  in  this report.  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 and
spending,  competition,  general  economic  conditions,  and  other  risks  and
uncertainties as discussed in this Quarterly Report and the 1997  Annual  Report
on Form 10-KSB.

RESULTS  OF  OPERATIONS

(Note: 1997 results have been restated to incorporate 1997 pooled transactions).
The  Company  generated  consolidated  revenues  of over $3.7 million during the
second  fiscal quarter of 1998, ended June 30, 1998, as compared to $3.4 million
in  the  comparable period of the prior fiscal year, representing an increase of
$376,000  or  11%.  Revenues were led by video gaming operations, which produced
$2.4  million  or  64%  of  total revenues for the second quarter of 1998. Bingo
rental and other revenues totaled $1.3 million or 36% of revenues for the second
quarter  of  1998.  Approximately  78%  of  second  quarter  1998  revenues were
generated  in  South  Carolina,  with  11%  in  Alabama  and  11%  in Texas. The
year-over-year  revenue increase was due to increases in bingo/other revenues of
$409,000.  Bingo/other revenues increased primarily due to the Company's opening
of new South Carolina bingo centers in the second and third quarters of 1997 and
the  acquisition  of  a  bingo  center  in  Texas  in the first quarter of 1998.

Revenues  for the first fiscal half of 1998 totaled $7.5 million, as compared to
$6.5  million  in the comparable period of the prior fiscal year, an increase of
15%.  Year-to-date  revenues  were  again  led by video gaming operations, which
comprised  67% of total first half 1998 revenues. The $985,000 increase in first
half  1998  revenues was primarily driven by increased revenues from bingo/other
revenues.

Total  costs and expenses were $5.6 million in the second quarter of 1998 versus
$2.5 million in the second quarter of 1997, an increase of $3.1 million or 122%.
Direct salaries and other compensation totaled $604,000 in the second quarter of
1998,  which  included  the  costs of gameroom workers and bingo center property
managers.  Rent and utilities for the Company's freestanding video gamerooms and
bingo  centers  totaled  $1.1 million in the second quarter of 1998, including a
reserve  of  $500,000 for future rents on idle or unprofitable bingo properties,
which  are currently costing the Company approximately $140,000 per quarter. The
Company  is attempting to minimize these costs by canceling idle property leases
or  sub-letting  or  converting these properties to other income-producing uses.
Direct  operating  costs  for the Company's video and bingo centers totaled $1.5
million  during the second quarter of 1998, including write-offs of $927,000 for
non-performing  assets.  Direct  operating  costs  normally include video gaming
parts,  bingo supplies, repairs and maintenance, janitorial services, insurance,
travel,  and  local  taxes,  among other expenses. 

                                       9
AMERICAN  BINGO  &  GAMING  CORP.
<PAGE>

RESULTS  OF  OPERATIONS  (CONTINUED)


Depreciation and amortization
totaled  $846,000  in  the  second  quarter of 1998, more than double the second
quarter of 1997 balance, due to a near doubling of the number of gaming machines
under  operation  and  an  increase  in  bingo  centers  during  this  period.
Depreciation and amortization expense includes the amortization of the Company's
South Carolina video gaming licenses, depreciation of the Company's video gaming
machines  and other assets, and amortization of the Company's intangible assets.
General  and  administrative  (G&A)  expenses totaled $1.6 million in the second
quarter  of  1998,  including  nearly $300,000 for reorganization and relocation
reserves  and  over  $200,000  of  abnormally  high legal, travel, marketing and
accounting  costs. Total costs and expenses were $8.9 million for the first half
of  1998  versus  $4.9  million  in the first half of 1997, an increase of  81%,
primarily  led  by  the  aforementioned  write-offs  and  charges.

                                       10
AMERICAN  BINGO  &  GAMING  CORP.
<PAGE>

RESULTS  OF  OPERATIONS  (CONTINUED)

The  Company's  increased  costs  and  expenses  for  the second quarter of 1998
included  nearly  $2.0  million of asset write-downs, reorganization charges and
other  unusual  items (See Note 6). Management has elected to write down various
assets  by  over  $927,000  in accordance with its expectation of reduced future
returns  from these assets. These write-downs include $460,000 for the write-off
of  leasehold improvements made to idle and/or unprofitable South Carolina bingo
properties  acquired  in  1997;  $204,000  for  the  write-off  of  discontinued
"8-Liner"  gaming  machines;  $163,000  for  uncollectible  bingo  advances,
receivables  and  deposits;  and  $100,000 for previously capitalized costs. The
Company's reorganization charges include $500,000 of accruals for lease payments
on  unprofitable, idle bingo properties acquired in 1997. The Company intends to
cancel  certain  of  these  leases  where possible and sub-lease or re-negotiate
lower  future  rental  payments  on  the  other  properties, but there can be no
assurance  of  the  Company's  success  in  these  endeavors.  The  Company's
reorganization charges  also include $300,000 of accruals for legal expenses and
relocation  costs associated  with  the  reorganization  and  relocation  of the
Company's  corporate  offices  from  Texas  to  South Carolina. The Company also
incurred  over  $270,000  of unusually high legal, travel, accounting, marketing
and  other  operating  expenses  in the second quarter. Although there can be no
assurance,  management  does  not  expect  to  incur  further  material  asset
write-downs  or  reorganization  costs  in  the  foreseeable  future.

Management has been aggressively focused on reducing G&A and other costs and has
taken  action  over  the past three months to reduce costs by approximately $2.0
million  per  year  through  workforce downsizing, officer and management salary
cuts and other expense reductions. The Company realized a small portion of these
expense reductions beginning in the second quarter of 1998, and expects to begin
recognizing  the  full financial benefit of these savings beginning in the third
quarter  of  1998.

Net  other  income totaled $83,000 for the second quarter of 1998 as compared to
$45,000  for  the  second quarter of 1997. Net other income totaled $207,000 for
the  first  half of 1998 as compared to $111,000 for the first half of 1997. The
Company's  other  income  is  primarily  comprised  of  interest  income  on its
short-term  investments,  less  interest  costs  on  equipment leases and notes.

The  Company  recorded  $39,000 of income tax liability in the second quarter of
1998  versus  $185,000  in  the  second  quarter  of  1997. Income taxes totaled
$115,000  for  the first half of 1998 as compared to $336,000 for the first half
of 1997. The majority of the Company's recognized tax expense is attributable to
state  income tax obligations. The Company had approximately $2.2 million of tax
loss  carryforwards  at  the beginning of 1998, and does not expect to incur any
significant  federal  income  tax liability until this carryforward is depleted.

Net loss for second quarter of 1998 was ($1.8) million, which equated to a basic
and fully-diluted  loss  per share of ($.19). Net income for the second  quarter
of  1997 was $699,000, which equated to basic  earnings  per  share  of $.10 and
diluted earnings per share of $.09. Net income for  the  second quarter  of 1998
decreased from 1997 due primarily to the aforementioned charges and  write-offs.

                                       11
AMERICAN  BINGO  &  GAMING  CORP.
<PAGE>

RESULTS  OF  OPERATIONS  (CONTINUED)

Net loss for the first half of 1998 was ($1.4) million, which equated to a basic
and fully-diluted loss  per share of ($.15).  Net income for the  first  half of
1997 was $1.3 million, which equated to basic earnings  per share  of  $.19  and
diluted earnings per share of $.18. Net  income  for  the  first  half  of  1998
decreased from 1997 due primarily to the aforementioned charges and  write-offs.
The number of Company shares outstanding totaled 9.6 million at the end  of  the
second quarter of 1998 as compared to 7.2 million  at  the  end  of  the  second
quarter  of 1997. This share increase was primarily due to the Company's warrant
call  at  the  end  of  1997, which increased shares outstanding by 2.3 million.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  June  30,  1998,  the Company had cash and cash equivalents of approximately
$10.7  million,  down  from $11.9 million at the end of 1997. Cash declined $1.2
million  during  the first half of 1998 primarily as a result of the purchase of
video  gaming  machines  licenses of $2.1 million. The Company pays $4,000 for a
two-year video gaming license in South Carolina, and such licenses are renewable
at  the  end  of  each  May.  This  license  renewal  timetable requires a major
investment  of  the  Company's  cash  each  year at this time.  The Company also
invested  $1.8  million in the addition of new video gaming machines, finish out
of  corporate  offices  and  two  bingo  centers  in  South  Carolina,  and  the
acquisition  of  a bingo center in Texas during the first half of 1998. The cost
of  the  Company's  investments  in  video  gaming  licenses  and new assets was
primarily  financed  by  cash  generated  by  operations  of  $2.5  million  and
borrowings  of  $1.5  million  under  the  Company's  margin  credit  line.

Cash  provided by operating activities totaled $2.5 million in the first half of
1998.  These non-cash flows were comprised  of  the  Company's net loss of ($1.4
million),  adjusted  for:  non-cash  write-offs  and  charges  of  $1.7 million;
depreciation, gaming  license  amortization and intangible asset amortization of
$1.6 million; and  net  changes in operating assets and liabilities of $584,000.
Cash provided by  operating  activities  in the first half of 1997 totaled  $2.1
million,  which  was  less  than  comparable  1998  cash  provided  by operating
activities due to a reduction  in  the  Company's  working  capital.

Cash  used  in  investing  activities  in  the  first half of 1998 totaled ($3.9
million)  and  was  primarily  comprised  of the aforementioned expenditures for
video  gaming  licenses,  leasehold improvements, and the acquisition of a bingo
center.  Cash  used  in  investing  activities in the first half of 1997 totaled
($2.6  million),  which  was  lower  than comparable 1998 cash used in investing
activities  primarily  due to the Company's increased investment in video gaming
licenses.

Cash provided by financing activities in the first half of 1998 totaled $122,000
and  was  primarily  comprised of $1.5 million of borrowings under the Company's
margin  line  of  credit, reduced by note and lease payments ($599,000), warrant
financing  costs  ($354,000),  payments  to  preferred  shareholders  for  stock
conversions  and  dividends  ($270,000),  and  repurchase  of  Company  stock
($183,000).  Cash  provided  by  financing  activities in the first half of 1997
totaled  $30,000.

Current  assets  totaled $12.1 million at the end of the second quarter of 1998,
providing  the  Company  with  working  capital  of  $7.7 million. Cash and cash
equivalents  totaled  $10.7 million at the end of the second quarter of 1998 and
represented  nearly  44%  of  the  Company's  total  assets. Accounts receivable
totaled  $832,000  and  were primarily comprised of short-term advances to video
gaming  route  location  owners.  Total  notes  receivable,  less  provision for
doubtful collectibility, totaled $1.2 million at June 30, 1998. Notes receivable
are  primarily  comprised  of  note  balances  due on the Company's sale of four
Florida bingo centers at the end of 1995. Total prepaid licenses of $2.0 million
represent the Company's portfolio of video gaming licenses for machines in South
Carolina.  Video  gaming  parts  and  bingo supplies are expensed at the time of
purchase;  thus  no  inventory  is  recorded  for  operations.

                                       12
AMERICAN  BINGO  &  GAMING  CORP.
<PAGE>

Net property and equipment totaled $5.9 million at the end of the second quarter
of  1998.  The  majority  of property and equipment is comprised of video gaming
machines.  Net intangible assets totaled $2.9 million  at  the end of the second
quarter  of  1998  and  were primarily comprised of goodwill associated with the
Company's  acquisition  of  bingo  centers.

Current  liabilities totaled $4.5 million and long-term liabilities totaled $1.4
million  at  the  end of the second quarter of 1998. The majority of liabilities
were  comprised  of  notes  payable, capital lease obligations and the Company's
borrowings  on  its  margin  credit  line.  The Companies line of credit  allows
the Company to borrow up to 50% of its marginable investments held with  Merrill
Lynch, and bears interest at the U.S. Prime rate, which was 8.5% at June 30,
These borrowings were  primarily  to  finance the Company's acquisition
of video gaming machines and licenses and other asset additions over
the  past  six  months.

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

The  Company  had  total  assets  of $24.5 million and total liabilities of $5.8
million  at  the  end  of the second quarter of 1998, with shareholder equity of
$18.6  million.  Management  believes  that  its  current cash balances of $10.7
million,  current  operational  cash flows, margin credit line and two equipment
lease financing credit lines will support operational and expansion requirements
for  the  next  year.  The Company intends to finance future expansion primarily
through the use of cash, stock and notes, and may seek incremental financing for
attractive  acquisition  opportunities.  The Company intends to use a portion of
its  cash  to  repurchase  its  common  shares  on a periodic basis. The Company
repurchased  nearly  56,000  common  shares  in  the  second  quarter  of  1998.

Year 2000 Issue

Management  has  conducted  a  comprehensive  review  of its computer systems to
identify  potential problems that could be caused by the Year 2000 Problem. 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 rather than the year 2000, which could result in a
system  failure  or  miscalculation. Management currently believes that the Year
2000  problem  will  not pose significant operational problems for the Company's
computer  systems  nor  will  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 Problem, it
could  have  a  potentially  material  impact  on  the  Company.

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

For  a  discussion  of  material  pending  legal  proceedings, see Note 8 to the
unaudited  Consolidated  Financial  Statements  included in Part I hereof, which
Note  8  is  incorporated  herein  by  reference.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

On  August  4, 1998, the Company's Board of Directors adopted a Rights Agreement
and  declared a dividend of one Right for each outstanding share of common stock
of  the  Company.  For additional information regarding the Rights Agreement and
the  Rights,  see  the  discussion  provided  in  Part  II,  Item  5  hereof.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  Company  held  its Annual Meeting of Shareholders on June 5, 1998, at which
meeting all six of management's nominees for the Board of Directors were elected
to  serve  one  year  terms.  The  individuals  elected  were:  Randall J. Fein,
receiving  7,134,128  votes for and 1,533,171 votes against or withheld, with no
votes  abstaining;  G.  George  Fox, receiving 7,134,128 votes for and 1,533,171
votes  against  or  withheld, with no votes abstaining; George M. Harrison, Jr.,
receiving  8,622,874  votes  for  and  44,425 votes against or withheld, with no
votes  abstaining;  Andre  M.  Hilliou, receiving 8,623,474 votes for and 43,825
votes  against or withheld, with no votes abstaining; Michael W. Mims, receiving
8,623,474  votes  for  and  43,825  votes  against  or  withheld,  with no votes
abstaining;  and  L. Gregory Wilson, receiving 7,115,628 votes for and 1,551,671
votes  against  or withheld, with no votes abstaining.  All six of these persons
served  on the Board of Directors prior to their election at the Annual Meeting,
and  following the election these six persons constituted the Board of Directors
of  the  Company.  At  the Annual Meeting, the shareholders also voted to ratify
the  appointment  of  King  Griffin & Adamson P.C. as the Company's auditors for
1998, with such matter receiving 8,597,412 votes for and 20,429 votes against or
withheld,  and  49,458  votes  abstaining.


                                       13
AMERICAN  BINGO  &  GAMING  CORP.
<PAGE>

ITEM  5.  OTHER  INFORMATION

On  August  4,  1998 the Company's Board of Directors authorized the issuance of
one  right  (a  "Right") with respect to each outstanding share of the Company's
common  stock  to  holders  of  record  of  the  common stock as of the close of
business  on  August  24,  1998,  such  dividend  to  be paid as of the close of
business  on  August  24,  1998. The description and terms of the Rights are set
forth  in a Rights Agreement (the "Rights Agreement") dated as of August 4, 1998
between the Company and American Stock Transfer & Trust Company as Rights Agent.
The  description of the Rights contained in Item 1 of the Company's Registration
Statement  on  Form 8-A, as filed with the Securities and Exchange Commission on
August  13,  1998,  is  incorporated  herein  by  reference.

Any  shareholder  of  the  Company who intends to present a proposal at the 1999
Annual  Meeting of Shareholders, which proposal is not included in the Company's
Proxy  Statement,  must  deliver notice of such proposal to the Company no later
than  sixty days prior to the date of the 1999 Annual Meeting.  If the proposing
shareholder  fails  to  deliver  notice  of such proposal to the Company by such
date,  then  the  person or persons designated as proxies in connection with the
Company's  solicitation of proxies shall have the discretionary voting authority
to  vote  on  such  matter, in accordance with their judgment, the shares of the
Company's  Common  Stock  represented by the proxy cards received by the Company
when  such proposal is presented at the 1999 Annual Meeting.  Any such notice of
a  shareholder  proposal must be made in writing addressed to Richard M. Kelley,
American  Bingo  &  Gaming  Corp., 1440 Charleston Highway, West Columbia, South
Carolina  29169.  At  this time, the Board of Directors has not set the date for
the  1999  Annual Meeting; however, the Board expects to have the date set prior
to  the filing of the Form 10-QSB for the quarter ended September 30, 1998.  The
Company intends to disclose the date of the 1999 Annual Meeting in the September
30,  1998  Form  10-QSB with a clarification of the deadline for shareholders to
submit  proposals  as  discussed  above.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>
<C>              <S>
 (a)  Exhibits.

      3.1        Certificate of Incorporation of the Company dated September 8, 1994, as amended October 17,
                 1994 (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-KSB filed by
                 the Company for the year ended December 31, 1994), and amended July 31, 1997 (incorporated
                 by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-3 filed on
                 September 22, 1997), and amended August 13, 1998.
     3.2         Amended and Restated Bylaws of the Company.
     10.1        1994 Amended Employee Stock Option Plan (incorporated by reference to Exhibit 10.10 of the
                 Annual Report on Form 10-KSB filed by the Company for the year ended December 31, 1994).
     10.2        1995 Employee Stock Option Plan (incorporated by reference to Exhibit 10.11 of the Annual
                 Report on Form 10-KSB filed by the Company for the year ended December 31, 1994).
     10.3        1995 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.12 of the Annual
                 Report on Form 10-KSB filed by the Company for the year ended December 31, 1994).

                                       13
<PAGE>

     10.4        1996 Employee Stock Option Plan (incorporated by reference to Exhibit 10.15 of the Annual
                 Report on Form 10-KSB filed by the Company for the year ended December 31, 1995.
     10.5        Amended and Restated 1997 Employee Stock Option Plan.
     10.6        Agreement and Plan of Reorganization dated August 13, 1997, by and among the Company,
                 Gold Strike Acquisition Corporation, Gold Strike, Inc. and Michael W. Mims.
     10.7        Agreement and Plan of Reorganization dated November 12, 1997, by and among the Company,
                 Darlington Music Acquisition Corporation, Darlington Music Co., Inc. and George M.
                 Harrison, Jr., Thomas M. Harrison and William W. Harrison.
     10.8        Employment Agreement with L. Gregory Wilson dated September 10, 1996 (incorporated by
                 reference to Exhibit 10.16 of the Annual Report on Form 10-KSB filed by the Company for the
                 year ended December 31, 1996).
     10.9        Employment Agreement with Courtland L. Logue, Jr., dated September 10, 1996 (incorporated
                 by reference to Exhibit 10.16 of the Annual Report on Form 10-KSB filed by the Company for
                 the year ended December 31, 1996).
     10.10       Employment Agreement with John Richard Henry dated August 1, 1997.
     10.11       Employment Agreement dated October 29, 1996 with John T. Orton (incorporated by reference
                 to Exhibit 10.16 of the Annual Report on Form 10-KSB filed by the Company for the year
                 ended December 31, 1996), as amended April 10, 1998.
     10.12       Employment Agreement dated September 24, 1997 with Michael W. Mims, as amended July
                 27, 1998.
     10.13       Employment Agreement dated December 18, 1997 with George M. Harrison, Jr., as amended
                 February 25, 1998 and as further amended July 27, 1998.
     10.14       Employment Agreement dated April 30, 1998 with Andre  Marc Hilliou.
     10.15       Employment Agreement dated June 19, 1998 with Richard M. Kelley.
     10.16       Severance Agreement dated February 8, 1998 with Courtland L. Logue, Jr.
     10.17       Mutual Release and Settlement Agreement dated July 24, 1998 with L. Gregory Wilson
                 (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by the
                 Company on August 4, 1998).
     10.18       Severance Agreement dated July 24, 1998 with L. Gregory Wilson (incorporated by reference
                 to Exhibit 99.3 of the Current Report on Form 8-K filed by the Company on August 4, 1998).
     10.19       Promissory Note and Security Agreement dated June 4, 1998 with Michael W. Mims.
     10.20       Promissory Note dated February 24, 1998, with George M. Harrison, Jr.
     10.21       Settlement Agreement dated January 27, 1997 with the State of Florida.

                                       14
<PAGE>

     10.22       Rights Agreement dated August 4, 1998, between the Company and American Stock Transfer &
                 Trust Company (incorporated by reference to Exhibit 1 of the Registration Statement on Form 8-
                 A filed by the Company on August 13, 1998).
     27.1        Financial Data Schedule (for SEC use only).
     27.2        Restated Financial Data Schedule for Six Months Ended June 30, 1996 (for SEC use only).
     27.3        Restated Financial Data Schedule for Six Months Ended June 30, 1997 (for SEC use only).
     99.1        Description of the Rights to Purchase Preferred Stock (incorporated by reference to Item 1 on
                 pages 2 through 4 of the Registration Statement on Form 8-A filed by the Company on August
                 13, 1998).
</TABLE>

(b)     Reports  on  Form  8-K.

During  the  quarter  ended  June 30, 1998, the Company filed one report on Form
8-K.  On  May 4, 1998, the Company filed a Form 8-K to report the following Item
5  events:  (i)  that  Andre  M.  Hilliou  had been hired as the Company's Chief
Executive  Officer  and  that he would serve on the Board of Directors, and (ii)
that  the  Company  had terminated a proposed acquisition of certain bingo halls
located  in  Mississippi.  In addition, the Form 8-K reported as an Item 6 event
that  Jeffrey  Gilbert  had  resigned from the Board of Directors and that there
were  no  disagreements  between  the  Company  and  Mr.  Gilbert.


                                       15
<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.

                                   August  14,  1998


                                   By:

                                   /s/  Andre  M.  Hilliou
                                   -----------------------
                                   Andre  M.  Hilliou
                                   Chairman  of  the  Board,  President
                                   and  Chief  Executive  Officer



                                   /s/  Richard  M.  Kelley
                                   ------------------------
                                   Richard  M.  Kelley
                                   Vice  President,  Chief  Financial  Officer,
                                   Treasurer  and  Secretary

                                       16
<PAGE>

                                                                               
<TABLE>
<CAPTION>


                                         INDEX TO EXHIBITS

<S>        <C>                                                                          <C>
EXHIBIT                                                                                 SEQUENTIAL
NUMBER     DESCRIPTION                                                                  PAGE NUMBER
           ---------------------------------------------------------------------------  -----------
3.1        Certificate  of  Incorporation  of  the Company dated September 8, 1994, as
           amended October 17,  1994  (incorporated by reference to Exhibit 3.1 of the
           Annual  Report  on  Form 10-KSB  filed  by  the  Company for the year ended
           December 31, 1994), and amended  July 31,  1997  (incorporated by reference
           to Exhibit 4.1 of  the  Company's  Registration Statement on Form S-3 filed
           on September 22, 1997), and amended August 13, 1998.
3.2        Amended and Restated Bylaws of the Company.
10.1       1994  Amended  Employee  Stock  Option  Plan  (incorporated by reference to
           Exhibit  10.10  of  the  Annual  Report on Form 10-KSB filed by the Company
           for the year ended December 31, 1994).
10.2       1995  Employee  Stock  Option  Plan  (incorporated  by reference to Exhibit
           10.11 of  the  Annual  Report  on  Form 10-KSB filed by the Company for the
           year ended December 31, 1994).
10.3       1995 Employee  Stock  Purchase  Plan  (incorporated by reference to Exhibit
           10.12 of  the  Annual  Report  on  Form 10-KSB filed by the Company for the
           year ended December 31, 1994).
10.4       1996 Employee  Stock  Option  Plan  (incorporated  by  reference to Exhibit
           10.15 of  the  Annual  Report  on  Form 10-KSB filed by the Company for the
           year ended December 31, 1995).
10.5       Amended and Restated 1997 Employee Stock Option Plan.
10.6       Agreement  and  Plan  of  Reorganization  dated  August 13,  1997,  by  and
           among the Company,  Gold  Strike Acquisition Corporation, Gold Strike, Inc.
           and Michael W. Mims.
10.7       Agreement  and  Plan  of  Reorganization  dated  November  12, 1997, by and
           among  the  Company,  Darlington  Music Acquisition Corporation, Darlington
           Music Co., Inc.  and  George  M.  Harrison,  Jr.,  Thomas M.  Harrison  and
           William W. Harrison.
10.8       Employment  Agreement  with  L.  Gregory  Wilson  dated  September 10, 1996
           (incorporated  by  reference  to Exhibit 10.16 of the Annual Report on Form
           10-KSB  filed  by  the  Company  for  the  year  ended  December 31, 1996).
10.9       Employment  Agreement  with  Courtland  L.  Logue, Jr., dated September 10,
           1996 (incorporated by reference to Exhibit 10.16 of the  Annual  Report  on
           Form  10-KSB  filed  by  the Company for the year ended December 31, 1996).
10.10      Employment Agreement with John Richard Henry dated August 1, 1997.
10.11      Employment  Agreement  dated  October  29,  1996  with  John  T.  Orton
           (incorporated  by  reference  to Exhibit 10.16 of the Annual Report on Form
           10-KSB  filed  by  the  Company  for the  year ended December 31, 1996), as
           amended April 10, 1998.
10.12      Employment  Agreement  dated  September  24,  1997  with  Michael  W. Mims,
           as amended July 27, 1998.
10.13      Employment  Agreement  dated  December  18,  1997  with  George  M.
           Harrison,  Jr.,  as  amended  February 25, 1998 and as further amended July
           27, 1998.
10.14      Employment  Agreement  dated  April  30,  1998  with  Andre  Marc  Hilliou.
10.15      Employment Agreement dated June 19, 1998 with Richard M. Kelley.
10.16      Severance Agreement dated February 8, 1998 with Courtland L. Logue, Jr.
10.17      Mutual  Release  and  Settlement  Agreement  dated  July  24,  1998 with L.
           Gregory  Wilson  (incorporated  by reference to Exhibit 99.2 of the Current
           Report  on  Form 8-K filed by the Company on August 4, 1998).
10.18      Severance  Agreement  dated  July  24,  1998  with  L.  Gregory  Wilson
           (incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-
           K filed by the Company on August 4, 1998).
10.19      Promissory  Note  and  Security  Agreement  dated June 4, 1998 with Michael
           W. Mims.
10.20      Promissory Note dated February 24, 1998, with George M. Harrison, Jr.
10.21      Settlement Agreement dated January 27, 1997 with the State of Florida.
10.22      Rights  Agreement  dated  August  4,  1998,  between  the  Company  and
           American Stock Transfer & Trust Company (incorporated by reference to
           Exhibit 1 of the Registration Statement on Form 8-A filed by the Company
           on August 13, 1998).
27.1       Financial Data Schedule (for SEC use only).
27.2       Restated Financial Data Schedule for Six Months Ended June 30, 1996 (for
           SEC use only).
27.3       Restated Financial Data Schedule for Six Months Ended June 30, 1997 (for
           SEC use only).
99.1       Description of the Rights to Purchase Preferred Stock (incorporated by
           reference to Item 1 on pages 2 through 4 of the Registration Statement on
           Form 8-A filed by the Company on August 13, 1998).
</TABLE>

<PAGE>