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, 1997

Commission  file  No.    0-13530
                                      OR

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

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

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

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

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


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

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

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

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


On  NOVEMBER  14,  1997,  the Registrant had 7,096,433 shares of its $.001 par
value  Common Stock outstanding (including 1 million shares issued pursuant to
a  pending  acquisition).

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

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

                                                                     September 30, 1997
----------------------------------------------------------------------------------------
<S>                                                                 <C>
ASSETS
Current Assets
    Cash and cash equivalents                                       $         1,769,904 
    Accounts receivable, net                                                    329,544 
    Notes receivable - current, net                                             407,109 
    Other current assets                                                        368,752 
----------------------------------------------------------------------------------------
Total Current Assets                                                          2,875,309 

Property and Equipment, net                                                   3,619,930 

Other Assets
    Notes receivable, net                                                       624,184 
    Licenses, net                                                               578,534 
    Intangible assets, net                                                    2,452,891 
    Other non-current assets                                                    173,464 
----------------------------------------------------------------------------------------
Total Other Assets                                                            3,829,073 

TOTAL ASSETS                                                        $        10,324,312 
========================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Accounts payable and accrued expenses                           $           175,035 
    Notes payable - current                                                     442,210 
    Obligations under capital leases - current                                  182,054 
----------------------------------------------------------------------------------------
Total Current Liabilities                                                       799,299 

Long-term liabilities
    Notes payable                                                               705,098 
    Obligations under capital leases                                            754,232 
----------------------------------------------------------------------------------------
Total Long-term Liabilities                                                   1,459,330 

Shareholders' Equity
    Preferred Stock, $.01 par value, authorized 1,000,000 shares,
      2,000 shares issued and outstanding                                            20 
    Common Stock, $.001 par value, authorized 20,000,000 shares,
      issued and outstanding 5,867,888 shares                                     5,868 
    Additional paid-in capital                                               13,351,649 
    Retained earnings (accumulated deficit)                                  (5,291,854)
----------------------------------------------------------------------------------------
Total Shareholders' Equity                                                    8,065,682 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $        10,324,312 
========================================================================================
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.
                                                                             1

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

<TABLE>
<CAPTION>


For Three Months Ended September 30,            1997        1996
-------------------------------------------------------------------
<S>                                          <C>         <C>
REVENUES:
     Rental                                  $  727,276  $  491,256
     Gaming, concession and other             1,690,824     969,823
                                             ----------  ----------

TOTAL REVENUES                                2,418,100   1,461,079


COSTS AND EXPENSES:
    Rent and supplies                           476,909     366,170
    General & administrative expenses           562,325     521,512
    Depreciation and amortization               105,996      88,174
    Other operating costs                       651,290     251,177
                                             ----------  ----------

TOTAL COSTS AND EXPENSES                      1,796,520   1,227,033
-------------------------------------------------------------------


OPERATING INCOME                                621,580     234,046


INTEREST INCOME, NET                             53,187      45,732
-------------------------------------------------------------------


INCOME BEFORE TAXES                             674,767     279,778


PROVISION FOR INCOME TAXES                       10,899          --
-------------------------------------------------------------------


NET INCOME                                   $  663,868  $  279,778
===================================================================



EARNINGS PER SHARE                           $      .12  $      .05

EARNINGS PER SHARE - ASSUMING FULL DILUTION  $      .11  $      .05



WEIGHTED AVERAGE SHARES OUTSTANDING           5,543,229   5,225,394

WEIGHTED AVERAGE SHARES OUTSTANDING -
  ASSUMING FULL DILUTION                      6,319,403   5,225,394
</TABLE>




See  accompanying  notes  to  consolidated  financial  statements.


                                                                             2
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  (UNAUDITED)

<TABLE>
<CAPTION>

For Nine Months Ended September 30,             1997        1996
-------------------------------------------------------------------
<S>                                          <C>         <C>
REVENUES:
     Rental                                  $1,950,205  $1,549,784
     Gaming, concession and other             5,114,419   2,567,086
                                             ----------  ----------

TOTAL REVENUES                                7,064,624   4,116,870


COSTS AND EXPENSES:
    Rent and supplies                         1,380,382   1,058,342
    General & administrative expenses         1,859,621   1,385,394
    Depreciation and amortization               311,770     264,674
    Other operating costs                     1,757,965     858,256
                                             ----------  ----------

TOTAL COSTS AND EXPENSES                      5,309,738   3,566,666
-------------------------------------------------------------------


OPERATING INCOME                              1,754,886     550,204


INTEREST INCOME, NET                            130,884     138,121
-------------------------------------------------------------------


INCOME BEFORE TAXES                           1,885,770     688,325


PROVISION FOR INCOME TAXES                       19,587          --
-------------------------------------------------------------------


NET INCOME                                   $1,866,183  $  688,325
===================================================================



EARNINGS PER SHARE                           $      .35  $      .13

EARNINGS PER SHARE - ASSUMING FULL DILUTION  $      .33  $      .13


WEIGHTED AVERAGE SHARES OUTSTANDING           5,389,534   5,218,374

WEIGHTED AVERAGE SHARES OUTSTANDING -
  ASSUMING FULL DILUTION                      5,734,905   5,218,374
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


                                                                             3
AMERICAN  BINGO  &  GAMING  CORP.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)

<TABLE>
<CAPTION>


For Nine Months Ended September 30,                                1997          1996
----------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>            <C>
    Net income                                                 $  1,866,183   $ 688,325 

    Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation and amortization                                   311,770     264,674 
    Issuance of Company Stock for consulting services                72,881         --- 
    Changes in operating assets and liabilities, net               (570,329)   (684,047)
----------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                      $  1,680,505   $ 268,952 

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                         (1,248,302)   (183,846)
    Acquisition of bingo and gaming centers                        (850,000)     36,667 
    Acquisition of licenses                                        (540,575)     14,103 
    Renegotiated lease costs                                        (70,000)        --- 
    Issuance of notes receivable                                    (80,000)        --- 
    Collection of notes receivable                                  204,124     160,374 
----------------------------------------------------------------------------------------
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES             ($2,584,753)  $  27,298 

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of Preferred Stock, net                1,829,900         --- 
    Owner withdrawals from acquired businesses                     (614,939)   (122,117)
    Payments on notes and capital lease obligations                 (88,845)    127,621 
    Proceeds from issuance of Common Shares under
      Employee Stock Option and Stock Purchase Plans                437,524       7,000 
----------------------------------------------------------------------------------------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES            $  1,563,640   $  12,504 

NET INCREASE IN CASH AND CASH EQUIVALENTS                      $    659,392   $ 308,753 

CASH AND CASH EQUIVALENTS - BEGINNING                          $  1,110,512   $ 439,139 
----------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - ENDING                             $  1,769,904   $ 747,892 
========================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Non-Cash Transactions:
-------------------------------------------------------------                           
Issuance of installment notes for renegotiated lease interest
  and purchase of bingo centers                                $  1,139,777         --- 

Issuance of installment notes for capital lease obligations    $    863,820   $  87,101 

Issuance of Company Common Stock for gaming and
  bingo center acquisitions                                    $    504,431         --- 

Issuance of restricted Company Common Stock for
  renegotiated lease interest                                  $    206,250         --- 
</TABLE>



See  accompanying  notes  to  consolidated  financial  statements.
                                                                             4
AMERICAN  BINGO  &  GAMING  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
September  30,  1997
--------------------

NOTE  1    BASIS  OF  PRESENTATION
----------------------------------

The  accompanying  unaudited  consolidated  financial  statements  include the
accounts  of  American Bingo & Gaming Corp. and its wholly-owned subsidiaries,
hereafter  collectively referred to as "The Company." All financial statements
have been prepared in accordance with generally accepted accounting principles
for  interim  financial information pursuant to Form 10-QSB. Accordingly, they
do  not  include  all  of  the information and footnotes required by generally
accepted  accounting  principles  for  complete  financial  statements. In the
opinion  of  management,  all  adjustments  and  inter-company  eliminations
considered  necessary  for  a  fair  presentation  of  the  interim  financial
statements have been included. Operating results for the three- and nine-month
periods ended September 30, 1997 are not necessarily indicative of the results
that  may be expected for the fiscal year ending December 31, 1997. Except for
historical  information  contained  herein,  certain matters set forth in this
report  are  forward  looking  statements  that  are  subject  to  risks  and
uncertainties,  including  customer  attendance  and  spending,  competition,
capital  resources,  government  regulation  and  general economic conditions,
among  others.  For  further  information, refer to the consolidated financial
statements  and  footnotes  included  in  the  Company's annual report on Form
10-KSB  for  the  fiscal  year  ended  December  31,  1996.

In the third quarter of 1997, the Company acquired Gold Strike, Inc. and Lucky
4,  Inc., two corporations engaged in the video game machine business in South
Carolina.  These  two acquisitions were accounted for as poolings of interests
under  APB  16  "Business  Combinations."  The  Company  acquired  all  of the
outstanding  stock  of  Gold  Strike  and  Lucky  4 in exchange for a total of
1,114,000  shares  of its $.001 par value Common Stock. There were no material
adjustments  in  the  net  assets of the combining companies to adopt the same
accounting  policies,  nor  were  there any changes in their fiscal years as a
result  of  these  combinations.

The  Company's  consolidated  financial  statements give retroactive effect to
these  acquisitions  for  all periods presented herein. The interim results of
the  Company  for  the  period from January 1, 1996 to September 30, 1996 have
been  restated  to:  i) include these acquisitions, and ii) be consistent with
current  reporting  formats.  Restated  results,  after  giving  effect to the
acquisitions,  are  as  follows:

<TABLE>
<CAPTION>

                                        Three Months Ended       Nine Months Ended
                                        September 30, 1996       September 30, 1996
                                      -----------------------  -----------------------
                                                     As                        As
                                          As      Previously       As      Previously
                                       Restated    Reported     Restated    Reported
                                      ----------  -----------  ----------  -----------
<S>                                   <C>         <C>          <C>         <C>
(Unaudited)
Revenues                              $1,461,079  $   914,740  $4,116,870  $ 2,709,019
Net Income                               279,778      248,427     688,325      601,958
Earnings per share                    $      .05  $       .06  $      .13  $       .15
Weighted average shares outstanding    5,225,394    4,111,394   5,218,374    4,104,374
</TABLE>

                                                                             5
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
September  30,  1997


NOTE  2    EXPANSION  ACTIVITIES
--------------------------------


The  Company  considerably expanded its South Carolina bingo operations in the
second  and  third  quarters  of 1997 (there were no acquisitions in the first
quarter  of  1997).  The  Company acquired the "Lucky Bingo", "Shipwatch", and
"Ponderosa" bingo centers in Charleston during the second quarter, and "Beacon
1"  and "Beacon 2" bingo centers in Charleston during the third quarter. Total
cash  consideration paid for these acquisitions was $850,000. The Company also
issued  notes  for $400,000 and 9,969 shares of Company Common Stock valued at
$50,000 pursuant to these acquisitions. These acquisitions have been accounted
for as purchases, with the excess of consideration paid over fair market asset
values  treated  as  goodwill. The Company has not filed 8-K reports for these
acquisitions  as  they  individually  and  cumulatively  fall  under  the  20%
significance  level  required  for  8-K  reporting  for small business filers.

The  Company  also expanded its South Carolina gaming center operations in the
third  quarter  of  1997. The Company acquired the "Gold Strike" and "Lucky 4"
video  gaming  operations in two stock-for-stock transactions which added over
120  video  gaming  machines  in  this  quarter. The Company issued a total of
1,114,000 shares of its Common Stock in exchange for all outstanding shares of
these two businesses. These acquisitions had net asset values of approximately
$454,000  at  their dates of acquisition and were accounted for as poolings of
interests.  The fair market value of the consideration given by the Company in
these  acquisitions  exceeded  the  20% significance level and the Company has
filed  an  8-K  report  on the Gold Strike acquisition and will file financial
statements on the Lucky 4 acquisition within 60 days of the initial 8-K filing
, which  took  place  on  October  16,  1997.

The  Company also made significant capital expenditures totaling approximately
$1.25 million during the first nine months of 1997. The vast majority of these
costs  were  related  to  the  Company's  South Carolina expansion activities.

NOTE  3    PROPERTY  AND  EQUIPMENT,  NET
-----------------------------------------

Property  and  Equipment  at  September  30,  1997  consists of the following:

<TABLE>
<CAPTION>
<S>                                          <C>           <C>
  Land                                       $   189,671 
  Buildings and improvements                     806,490 
  Leasehold improvements                       1,174,604 
  Equipment and furniture                      2,419,010 
  Construction in progress                       277,903 
  Automobiles                                    211,600 
                                             ------------
                  Sub-total                                  5,079,278 
  Accumulated depreciation and amortization                 (1,459,348)
                                                           ------------
  Net Property and Equipment                               $ 3,619,930 
</TABLE>


                                                                             6
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
September  30,  1997


NOTE  4  NOTES  RECEIVABLE
--------------------------


Notes  receivable  primarily  consists of two notes totaling $1.6 million from
the sale of four of the Company's former bingo centers in Florida. The current
balance  on  these  Florida  notes  is  approximately  $1.1  million, of which
$407,000  is  due  within  the  next  year. The Florida notes each have unique
terms,  including  annual  interest  rates  of  9-12%  and  maturity  dates in
1998-2001. Approximately 11% of the total Florida note balance was past due at
the  end  of  the  third  quarter  of  1997,  a portion of which was collected
subsequent  to  the  end  of  the  quarter. A majority of the past due Florida
balance  has  been  paid  into  an  escrow  account  in Florida pursuant to an
interpleador  action  by  one of the creditors. The Company expects to collect
this  past due account balance upon favorable legal resolution, although there
can  be  no  assurance  of this.  Management has provided a reserve, currently
totaling  $252,000,  for  collectibility  on  these  notes.  This  reserve  is
presently  maintained  at  a  constant percentage of the outstanding principal
balance  and  is  amortized  as  the  notes  are  collected.

NOTE  5    INTANGIBLE  ASSETS
-----------------------------

Intangible  Assets  at  September  30,  1997  consist  of  the  following:

<TABLE>
<CAPTION>
<S>                             <C>          <C>
      Goodwill                  $1,551,491 
      Renegotiated lease costs  $1,016,027 
      Covenants not to compete      60,000 
                                -----------
            Sub-total                         2,627,518 
      Accumulated amortization                 (174,627)
                                             -----------

      Net Intangible Assets                  $2,452,891 
</TABLE>

The  Company's  intangible assets are primarily comprised of goodwill recorded
in  connection  with  the  acquisition  of  certain  bingo  and gaming centers
in  Texas,  Alabama  and  South  Carolina,  and  the  costs  of a renegotiated
lease.  The  Company  has  added  $2.2 million of intangible assets during the
first  nine  months  of  1997.  Goodwill  represents  the  excess  of  total
consideration  paid  for acquisitions over the fair market value of the assets
acquired in these acquisitions, which were treated as purchases for accounting
purposes.  The  Company  has  recorded  approximately $1.2 of goodwill in 1997
pursuant  to  the acquisition of five bingo centers in South Carolina for $1.3
million  in  total  consideration,  which  was  paid in cash ($850,000), notes
payable  ($400,000),  and  Company  Stock ($50,000). The Company also recorded
$1.0  million of goodwill pursuant to the Company's renegotiation of its lease
with its Columbia bingo center lessee in 1997 for an increased interest in the
bingo,  gaming  and concessions proceeds generated by its Columbia operations.
In  return,  the Company provided its lessee with a note for $740,000, 300,000
shares  of restricted Company Stock and $70,000 in cash. Intangible assets are
amortized  over management's estimate of their expected useful lives, which is
5  to 15 years for most intangible assets. Management reviews the valuation of
intangible  assets  on  a  regular  basis,  and,  when  events  or  changes in
circumstances  dictate  that  the  carrying amount may be impaired, management
will  write  down  intangible  assets  to  their  net  recoverable  value.


                                                                             7

AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
September  30,  1997


NOTE  6    NOTES  PAYABLE
-------------------------


The  majority  of the Company's notes payable balance represents the Company's
remaining  obligation  of $678,000 on a $740,000 note payable to the lessee of
its  South  Carolina  bingo centers.  This liability was incurred in the first
quarter  of  1997 pursuant to the Company's renegotiated lease with the lessee
of  its  Columbia  bingo  and  gaming centers for an increased interest in the
bingo,  gaming  and concession proceeds from the centers. This note is payable
over  five  years  at 8% interest.  Approximately $130,000 of this note is due
within  the next 12 months.  The Company also owes $347,000 on a $400,000 note
payable  incurred  in the third quarter of 1997 pursuant to the acquisition of
two bingo centers in South Carolina. This note is payable over two years at 6%
interest  and  may  be  reduced  if  the  actual  financial performance of the
underlying  bingo  centers does not meet certain performance requirements. The
balance  of  the  Company's  notes  payable  is  comprised  of balances due on
automobile  purchases.


NOTE  7    SHAREHOLDERS'  EQUITY
--------------------------------


The  Company  has  issued  approximately 1,707,000 shares of its Common Shares
during  the first nine months of 1997. Of this total, approximately two-thirds
have been issued in connection with acquisitions (Gold Strike - 828,000, Lucky
4  -  286,000,  and  various  bingo  centers  -  10,000).  Of  these 1,124,000
acquisition  shares,  approximately  972,000  are  subject  to a Company sales
restriction  over  three years.  The Company has also issued 300,000 shares of
stock  to the lessee of its Columbia, South Carolina bingo centers pursuant to
a  renegotiated  lease  for  an  increased  interest  in  bingo,  gaming  and
concessions proceeds from these centers. These 300,000 shares are subject to a
two-year Company sales restriction. The Company has also issued 200,000 shares
of  stock  pursuant  to  option  exercises  under the Company's Employee Stock
Option  Plans  and  7,000  shares  pursuant  to  the  Company's Employee Stock
Purchase Plan. Lastly, the Company  has  issued approximately 76,000 shares of
stock in consideration for financial,  legal  and  lobbying  services,  valued
at about $73,000.  Subsequent to the  end  of  the  third quarter, the Company
issued  1,000,000  shares  pursuant to a stock-for-stock acquisition (see note
10).

In  August  of  1997,  the  Company  successfully  completed  a private equity
financing  with  Plazacorp  Investments  Ltd.,  raising  $2.0  million  for
acquisition  and  working capital purposes. The Company issued 2,000 Preferred
Series  A  Shares,  $.01  par  value,  at the price of $1,000 per share. After
commissions,  legal and accounting fees, the Company netted $1.83 million from
this  financing.  The  Preferred  Shares  bear interest at 7% per year and are
convertible  into  Common  Shares under a variable, discounted pricing formula
between  $4.00 and $5.50 per share. Under this formula, the Company expects to
issue  a  minimum  of  363,636  Common  Shares and a maximum of 500,000 Common
Shares.  The  Preferred  Shares  are  convertible in four blocks, vesting from
August,  1997  through  April,  1998.


NOTE  8    INCOME  TAXES
------------------------


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

                                                                             8
AMERICAN  BINGO  &  GAMING  CORP.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  (UNAUDITED)
September  30,  1997

NOTE  9    EARNINGS  PER  SHARE
-------------------------------


At  September  30,  1997,  the  Company  had  5,867,888  shares  issued  and
outstanding. The Company had 5,543,229 weighted average shares outstanding for
the third quarter, including 1,114,000 total shares issued for the Gold Strike
and  Lucky 4 acquisitions and 363,636 shares expected to be issued pursuant to
the  Company's  Convertible Preferred equity shares. On a fully diluted basis,
the  Company  had  6,319,403  shares  outstanding for the third quarter. Fully
diluted  shares include 434,626 shares attributable to the Company's 3,317,500
outstanding  Redeemable  Common Stock Purchase Warrants, which are convertible
into  the  Company's  Common  Shares on a 1:1 ratio for $5.00 per share. These
warrants expire on December 14, 1998 and are callable sooner by the Company if
its  Common  Stock  trades at $8.00 or higher for 20 consecutive trading days,
which  occurred on November 4, 1997. Fully diluted shares also include 341,548
shares  attributable  to employee stock options priced from  $.96 to $5.50 per
share which expire from 1998 - 2003.  The additional fully diluted warrant and
stock  option  shares  have  been  calculated pursuant to APB 15 "Earnings Per
Share"  under  the  "Treasury  Stock"  method.

The  Company  intends  to  adopt  SFAS No. 128, "Earnings per Share" effective
December 15, 1997. This statement requires the replacement of primary earnings
per  share  with basic earnings per share and fully diluted earnings per share
with diluted earnings per share. Management of the Company does not expect the
adoption of this statement to have a material impact on the earnings per share
computation.


NOTE  10    SUBSEQUENT  EVENTS
------------------------------


On  November  13,  1997  the Company announced that, effective at the close of
business  on  November  14, 1997, it was calling all 3,317,500 publicly traded
Redeemable  Common  Stock  Purchase  Warrants.  Under the terms of its Warrant
Agreement,  the  Company  was  able to call the warrants when its Common Stock
traded at $8.00 or greater for 20 consecutive days, which occurred on November
4,  1997.  Each  warrant  is  convertible into one Common Share at an exercise
price  of $5.00 per share. Warrant holders have until the close of business on
Monday, December 22, 1997 to exercise their warrants, after which the warrants
expire.  If  all  warrants are exercised, the Company would gross in excess of
$16.5  million  cash,  which would substantially enhance the Company's capital
resources.  There  can be no assurance that any or all of the warrants will be
exercised.

On  November  18,  1997,  the  Company  announced  that it had entered into an
agreement  to  purchase  Darlington  Music  Co.,  a South Carolina corporation
engaged  in  the  video  gaming  machine  business.  Darlington  is  currently
generating  nearly  $4  million  in annual revenues from over 400 video gaming
machines. The Company will  exchange 1 million of its Common Shares for all of
the outstanding shares of Darlington. These 1 million shares were issued on or
about  November 14, 1997. This acquisition is planned to close by December 16,
1997,  pending completion of final due diligence, and will be accounted for as
a  pooling  of  interests.


                                                                             9
AMERICAN  BINGO  &  GAMING  CORP.
September  30,  1997

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

American  Bingo  &  Gaming  Corp.  was  formed  as  a  Delaware corporation in
September  1994 to pursue bingo and gaming business opportunities. The Company
completed its initial public offering  in  December 1994, raising nearly  $5.2
million through the issuance of Common Stock and Warrants.  The Company netted
approximately $3.1 million from this offering after the retirement of debt and
payment of underwriting fees. The Company subsequently raised $2.0 million and
netted  over  $1.8  million in a private financing in August 1997. The Company
has  invested a majority  of its  offering proceeds  in  expansion activities.

The  Company,  through  its subsidiaries, provides initial investment capital,
facilities,  maintenance  and  management  support for charities which utilize
bingo  events  as  a  means  of  fundraising.  Participating  charities at the
Company's  bingo  centers  raised over $3.6 million and $2.5 million for their
operations  in 1996 and 1995, respectively. The Company's revenues are derived
from  rental  revenues  from  participating  charities  that  conduct  bingo
activities at the Company's bingo centers. Significant additional revenues are
also generated from video gaming centers in South Carolina, as well as vending
and  concession  operations,  the sale of bingo paper and supplies, electronic
bingo  "card-minders"  and other miscellaneous revenues in the Company's bingo
centers.

Company  management  believes that the North American charitable bingo market,
estimated  by  industry  sources  at  a  $5  billion total annual "handle," is
fragmented  and  inefficient,  yet  potentially  profitable  for charities and
commercial  lessors such as the Company. The Company's strategy, therefore, is
to  consolidate a portion of the industry to build a chain of bingo and gaming
centers  in lucrative markets. Management believes that the Company's industry
experience,  economies  of scale and financial resources provide a competitive
advantage  over  competing operations, which should enable the Company and its
participating  charities  to  mutually  prosper.  The Company currently has 18
total  bingo  centers  in  Texas,  Alabama  and South Carolina, with four more
centers  planned  to  open  in  the fourth quarter. The Company also currently
operates  approximately  270 video gaming machines in South Carolina (prior to
the  Darlington  acquisition  (see  Note  10).

RESULTS  OF  OPERATIONS

The  Company generated consolidated revenues of $2.42 million during its third
fiscal  quarter  ended September 30, 1997, as compared to $1.46 million in the
comparable  period  of  the prior fiscal year, which represents an increase of
$957,000  or  66%.  This  quarter's  sales  increase  was primarily led by the
Company's  successful South Carolina acquisitions and expansion. Approximately
60%  of  this  quarter's  revenues were derived from video gaming and 30% from
bingo  center  rentals,  with  the  balance  comprised  of paper,  concessions
and  other  sales.  Revenues  for  the first nine months of 1997 totaled $7.06
million  as  compared  to  $4.12  million  in  the  comparable 1996 period, an
increase of $2.95 million or 72%. This increase was again led by the Company's
successful  South  Carolina  operations.

Costs  and  expenses  totaled  $1.80  million during the third quarter of 1997
versus  $1.23  million  in  the  comparable  1996 quarter, which represents an
increase  of  $569,000  or  46%,  as compared to the Company's 66% increase in
quarterly  revenues  for  this  period.  Costs and expenses for the first nine
months  of  1997  totaled  $5.31  million  as compared to $3.57 million in the
comparable period of 1996, an increase of $1.74 million or 49%, as compared to
the  Company's 72% increase in revenues for this period.  These cost increases
were primarily led by increased rent and supplies expenses and other operating
costs  consistent with the Company's significant growth in the number of bingo
and  video  gaming centers.  General  and  administrative  expenses  have also
increased in 1997 to support the Company's growth, with  the  largest increase
occurring in industry  lobbying  and  legal  costs.

                                                                            10

AMERICAN  BINGO  &  GAMING  CORP.
September  30,  1997

RESULTS  OF  OPERATIONS  (CONTINUED)

Net  interest  income for the quarter ended September 30, 1997 totaled $53,000
as  compared  to  $46,000 in the year ago quarter. Net interest income for the
first  nine  months  of  1997  totaled $131,000 as compared to $138,000 in the
comparable  1996  period. The Company recorded only nominal tax expense during
the  first  nine  months  of  1997 and 1996 due to tax loss carryforwards. The
Company's tax loss carryforward balance was in excess of $3 million at the end
of  fiscal  1995  and  in  excess of $2 million at the end of fiscal 1996. The
Company  does  not expect to incur any federal income tax liability until this
carryforward  is  depleted  by  operational  profits, although there can be no
assurance  of  sufficient  profitability.

Net  income  for the third fiscal quarter of 1997 was a record $664,000, which
equated  to  primary  earnings  per  share of $.12, or $.11 on a fully diluted
basis. Net income for the third quarter of 1996 was $280,000, which equated to
earnings  per  share  of  $.05. The majority of the Company's $384,000 or 137%
quarterly  net  income  increase  was due to the successful performance of the
Company's  South  Carolina operations. Net income for the first nine months of
1997  totaled  $1.87  million,  which equated to primary earnings per share of
$.35,  or $.33 on a fully diluted basis. This compares to $688,000 or $.13 per
share  for  the  comparable  period of 1996. This increase in profitability is
again  due to the continued strong performance of the Company's South Carolina
acquisitions and investments.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  has  generated  approximately $659,000 in net positive cash flow
during  the first nine months of 1997. The majority of this positive cash flow
is from operating activities, which netted over $1.68 million to date in 1997.
The  Company  also  netted  $1.56 million from financing activities to date in
1997,  with  the  majority  of this financing provided by $1.83 million of net
proceeds  from  a Preferred Stock financing in August of 1997. The Company has
invested  over  $2.58 million to date in 1997, with the majority of this total
0investment  for  capital  expenditures,  bingo  center acquisitions and video
gaming license  purchases.

Total  cash  and  cash  equivalents  were $1.77 million at September 30, 1997.
Total  current  assets  were  $2.88  million  at the end of the third quarter,
leaving  the  Company with working capital of approximately $2.07 million. Net
property  and equipment ($3.62 million), intangible assets ($2.45 million) and
licenses  ($579,000) comprise nearly two-thirds of the Company's total assets.
Total current liabilities were nearly $800,000 and total long-term liabilities
were  approximately  $1.46  million  at  the end of the third quarter of 1997.
Total  shareholder's  equity  of  $8.07  million  comprised the balance of the
Company's  capitalization.

The  Company believes it has adequate capitalization to finance its short-term
capital  requirements.  The  Company intends to finance its short-term capital
requirements  with existing cash resources, current operational cash flows and
capital  equipment  lease  lines,  which  presently  total  $1.25 million. The
Company  intends  to  finance  its  long-term  capital  requirements  with the
potential proceeds of  over $16 million from the conversion of its 3.3 million
publicly  traded redeemable Common Stock Purchase Warrants. The Company called
the warrants as of November 14, 1997 and set a redemption date of December 22,
1997.  Each  warrant is convertible into one share of Company Common Stock for
$5.00 per share. There can be no assurance that the Company's stock price will
maintain  a  $5.00  or  higher  price  level  through the redemption date that
management  believes is necessary to cause these warrants to be exercised. The
Company  may  also  consider  other  forms  of long-term financing to fund its
long-term  growth  plans.


                                                                            11
AMERICAN  BINGO  &  GAMING  CORP.
September  30,  1997


PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  Company  filed  the  following  reports during the third quarter of 1997:

Date             Items Reported           Financial Statements
----             ---------------          --------------------
August 15, 1997  Gold Strike Acquisition  Yes - filed via 8-K amendment on or
                                          about  October  31,  1997
August 15, 1997  $2M Equity Financing     No

<PAGE>


                                    SIGNATURES


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


                                   American  Bingo  &  Gaming  Corp.

                                   November  18,  1997


                                   By:

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


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







                                                                             

                                   SIGNATURES


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



                                   American  Bingo  &  Gaming  Corp.


                                   November  18,  1997


                                   By:

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


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