UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE       
     SECURITIES EXCHANGE ACT OF 1934  
     For the fiscal year ended June 30, 1997

                                OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from __________ to____________

     Commission File Number 1-9728

                    JACKPOT ENTERPRISES, INC.
_________________________________________________________________
     (Exact name of registrant as specified in its charter)

      Nevada                                      88-0169922          
___________________________________________   ___________________
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                 Identification No.)

1110 Palms Airport Drive, Las Vegas, Nevada          89119         
___________________________________________   ___________________
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code: (702) 263-5555    
                                                    ______________

Securities registered pursuant to Section 12(b) of the Act:  

                                              Name of each exchange
Title of each class                            on which registered  
____________________________________________  _______________________ 
Common Stock - Par value $.01 per share,      New York Stock Exchange
which include certain preferred stock 
purchase rights

Securities registered pursuant to Section 12(g) of the Act:  None

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         
                         ___        ___

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this 
Form 10-K:      x   
               ___

As of September 1, 1997, the aggregate market value of the voting
stock held by non-affiliates of the Registrant was $92,916,033.

As of September 1, 1997, there were 9,082,035 shares of the
Registrant's common stock outstanding.

                 DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Proxy Statement relating to the 1997 Annual Meeting
of Stockholders are incorporated by reference into Part III of this
Report.
<PAGE>
                               PART I

Item 1.  Business
         ________

General
_______

     Jackpot Enterprises, Inc., a Nevada corporation, ("Jackpot" or
the "Company") has been actively engaged, through its subsidiaries,
in the gaming industry for over 30 years.  The Company is one of
the largest gaming machine route operators in the State of Nevada,
operating, as of June 30, 1997, 4,075 gaming machines in 419
locations.  Jackpot is an established leader in the operation of
gaming machines in multiple retail locations ("gaming machine route
operations").  In addition to its gaming machine route operations,
Jackpot, as of June 30, 1997, operated two casinos with 184 gaming
machines.  However, as part of its strategy to exit its remaining
casino operations, Jackpot continues to market such properties for
sale.

     As of June 30, 1997, Jackpot operated 4,259 gaming machines in
421 locations.  Approximately 96% of the gaming machines were video
poker and 4% were reel-type slot and other machines.  For the
fiscal year ended June 30, 1997 ("1997"), 97% of total revenues
were derived from Jackpot's gaming machine route operations and 3%
from its casino operations.  Because of the integrated nature of
such operations, Jackpot is considered to be engaged in one
industry segment.

     Jackpot's gaming machine route operations are subject to
seasonal fluctuations.  The gaming play for such operations is
generally greater in the second and fourth quarters of Jackpot's
fiscal year.  Unless the context indicates otherwise, references to
"Jackpot" and the "Company" include its direct and indirect
subsidiaries.

Business Development Strategy
_____________________________

     The Company's business strategy is to enhance its position as
a leader in the Nevada gaming machine route market both through
internal growth and acquisition and to apply its gaming management
expertise and its regulatory experience to pursue strategic gaming
activities and other value oriented nongaming opportunities. 
Specifically, the Company's business strategy includes the
following:

    Enhance Gaming Route Operations.  The Company continually seeks
    to enhance its position as a leader in the Nevada gaming     
    machine route business by providing high levels of service and
    popular gaming products, cultivating its existing relationships
    with major customers and expanding its gaming machine route
    operations through the selective addition of new locations
    and/or the consolidation of other route operators.  The
    expected continued economic and population growth in Nevada
    should also benefit the Company.  In addition, as appropriate,
    the Company will explore the possibility of expanding its
    gaming machine route business to other jurisdictions.

    Pursue Other Strategic Gaming and Nongaming Opportunities. 
    Jackpot continually reviews and evaluates potential
    opportunities, in both gaming and nongaming.  The Company's
    strong financial position and access to capital represent a
    competitive advantage which will enable management to explore
    potential acquisitions and strategic combinations.  Jackpot is
    committed to pursue all such opportunities in order to improve
    future earnings and enhance shareholder value.  In evaluating
    such potential opportunities the Company is looking for
    candidates with either a value orientation or sustainable rates
    of growth.

     Although Jackpot is exploring expansion and acquisition
opportunities, there can be no assurance that such opportunities
will be available on terms acceptable to Jackpot or that if
completed that such opportunities will be successful.  

Gaming Machine Route Operations
_______________________________

     Gaming machine route operations involve the installation,
operation and service of gaming machines owned by Jackpot in
licensed, leased or subleased  space in retail stores
(supermarkets, drug stores, merchandise stores and convenience
stores), bars and restaurants throughout Nevada.  With respect to
retail stores, Jackpot generally licenses, leases or subleases
space in stores which are part of a chain of stores and installs
gaming machines and a change booth near the store's entrance, where
customer traffic is greatest.  The number of gaming machines per
store is determined by licensing limitations, available space and
license, lease or sublease negotiations. 

     In 1997, approximately 77% of Jackpot's gaming machine route
operations revenues were generated by southern Nevada operations
and 23% by northern Nevada operations.  Management believes that
Jackpot has a substantial market share of gaming machine operations
in supermarkets, drug stores and merchandise stores in Nevada, and
that its customers are primarily local Nevada residents.  
 
     As of June 30, 1997, Jackpot operated in its gaming machine
route business 4,075 gaming machines at 419 locations; 129 of the
locations contained 15 gaming machines, 44 of the locations
contained more than 15 machines and 246 of the locations contained
fewer than 15 machines.  Change booths are operated at retail store
locations with generally 15 gaming machines or more during all
store business hours by employees of Jackpot who provide coins and
tokens to players of the gaming machines in exchange for currency. 
On a regular basis, coins and tokens are removed from the gaming
machines and the coin and token supply of the change booth is
replenished.  

     Gaming machines are routinely serviced, repaired, and
maintained by mechanics employed by Jackpot.  In the opinion of
management, Jackpot's gaming machines and associated equipment are
well-maintained, adequately insured, and in good working condition. 


      The following table sets forth certain historical data
showing the changes to the number of machines and locations in
Jackpot's gaming machine route operations through June 30, 1997:

<TABLE>
                                          As of June 30,
 
                                  
                                 1997(a)  1996   1995   1994  1993 
                                 ______   _____  _____  _____ _____
<S>                              <C>      <C>    <C>    <C>   <C>
Number of machines
on location                      4,075    4,211  4,284  4,072 4,488
Number of locations                419      439    452    434   486
</TABLE>

(a) Excludes 272 machines at 16 locations due to the expiration of  
    a contract with a store chain on June 30, 1997.

     Jackpot's agreements for its locations generally are in the
form of written license, lease, sublease or revenue sharing
contract and generally give Jackpot the exclusive right to install
gaming machines at such locations.  License, lease and sublease
agreements, which accounted for approximately 68% of total gaming
machine route operations revenues in 1997, require payments of
fixed monthly fees based upon the amount of space used and/or the
number of gaming machines placed at the location.  The remainder
provide for the payment to the location owner of a rental fee or a
revenue sharing arrangement based upon a percentage of the revenues
generated by Jackpot's gaming machines at such location.  A
location owner is not permitted to receive gaming machine revenues
(lease or otherwise) based upon a percentage of revenues unless
such owner is licensed by the Nevada Gaming Commission.  The
renewal or extension of agreements at existing locations have
generally resulted in increased monthly fees.  Licenses, leases and
subleases have a wide range of terms and maturities, with
expiration dates, including option periods, extending from 1997 to
2008.  License, lease and sublease agreements representing
approximately 4% of 1997 gaming machine route operations revenues
have terms expiring in fiscal 1998.

     Prior to negotiating licenses, leases and subleases and
installing machines, Jackpot performs a study of market potential,
customer base, and comparative route locations in order to
determine the appropriate type and denominations of gaming machines
to be installed in each new location.  This evaluation is ongoing
at all locations and machine mix changes are made accordingly to
maximize the operating performance of each location.  

     Jackpot has a significant amount of its gaming machine route
operations at retail stores which are part of a group of affiliated
store chains.  Gaming machine route operations from two groups of
affiliated store chains in fiscal 1997, 1996 and 1995 each
accounted for more than 10% of Jackpot's total revenues in such
fiscal years.  The largest six store chains (Albertson's, Inc.,
American Drug Stores, Inc., Kmart Corporation, Lucky Stores, Inc.,
Thrifty PayLess, Inc. and Warehouse Markets, Inc.) accounted for
approximately 60% of Jackpot's total revenues in 1997.

     Most of Jackpot's licenses, leases and subleases with major
retail chains cover a number of specified stores in Nevada and
usually provide Jackpot with an option to install gaming machines
at any new stores of the retail chain opened in Nevada.  All of the
licenses, leases and subleases require Jackpot to pay all
installation, maintenance and insurance expenses and all taxes in
connection with Jackpot's operations at the location.  Some of the
Company's license, lease or sublease agreements require fixed
periodic increases in monthly fees during the term of the contract. 
Jackpot's license, lease and sublease agreements generally provide
that in the event that Jackpot fails to pay the required rental or
license fees under such license, lease or sublease or defaults in
the performance of any of its other obligations thereunder, the
store operator can terminate the license, lease or sublease,
usually after notice and a cure period of between 10 and 30 days. 
These agreements generally also provide that if the store operator
terminates its business at a location, the license, lease or
sublease is automatically terminated as to that location.  Jackpot
believes that it is not in default under any of its present
licenses, leases or subleases.  See Note 7 of Notes to Consolidated
Financial Statements.

     The renewal or extension of agreements with major retail
chains have generally resulted in increased monthly fees.  These
contracts often require fixed periodic increases in monthly fees
during the term of the contract.  In 1997, Jackpot entered into
agreements for long-term contract extensions, which became
effective July 1, 1997,  with four of its largest retail chain
store customers, two of which were not due to expire on June 30,
1997.  A very competitive pricing environment caused the Company to
offer significant increases in location rent over the existing
agreements.  Such agreements provide Jackpot the continued right to
operate gaming machines at certain existing locations and future
locations, if any, of such customers.  As of June 30, 1997, these
agreements involve the operation of approximately 1,174 gaming
machines in 76 locations.

      Despite a long-term relationship with Warehouse Markets, Inc.
Jackpot was not willing to agree with the terms sought for a
contract extension, which management believed were uneconomic.  The 
agreement, which expired on June 30, 1997, involved the operation
of approximately 272 gaming machines in 16 locations.  In 1997,
Jackpot generated approximately 6% of its total revenues and a
significant amount of operating income from operations at such
customer's locations.

     With respect to fiscal 1998, the Company's results of
operations will be adversely affected compared to 1997 due to the
intensely competitive market conditions prevailing for gaming
machine route operators, the loss of a significant chain store
customer described above and to significant increases in location
rent, effective July 1, 1997, in connection with long-term contract
renewals with four of Jackpot's largest chain store customers.

     However, management believes that the following may lessen the
adverse effects described above:  (i) increased revenues at
existing locations as a result of the maturing of several recently
opened new chain store locations, (ii) additional revenues from new
locations scheduled to be opened by Jackpot's largest chain store
customers, (iii) increased revenues at existing locations due to
capital improvements or replacements of gaming machines, and (iv)
certain cost reductions based on potential improvements to current
operating information systems.  While management believes that
these events will occur, they are, in part, based upon factors that
are outside the Company's control.  Accordingly, no assurance can
be given that such benefits will occur.

Casino Operations
_________________

     On August 13, 1996, Jackpot's Board of Directors approved a
plan to dispose of Jackpot Owl, Inc. ( the "Owl Club") and
Jackpot's Highway 93 Casino, Inc. (the "Pony Express Casino"),
Jackpot's two remaining casinos, as part of its strategy to exit
its casino operations.  This decision was reached after considering
that these casino operations generated unacceptably low returns on
capital, possessed limited growth prospects and commanded a
disproportionately high amount of management time.

     During 1997, Jackpot entered into definitive agreements to
sell the Owl Club and the Pony Express Casino, subject to the
potential purchaser obtaining Nevada gaming regulatory approvals
and licenses.  However, as a result of such potential purchaser's
withdrawal of his gaming application with the Nevada gaming
authorities in August 1997, such transactions did not occur.  The
Company continues to market its two remaining casinos for sale. 
However, unless Jackpot is able to enter into agreements for the
sale of these properties, on terms acceptable to Jackpot, no
assurance can be given that such disposals will occur.

     The Owl Club, as of June 30, 1997, operated 90 gaming machines
and two live table games in Battle Mountain, Nevada.  The Owl Club
also has a beverage operation incident to the conduct of gaming
activities, a restaurant operation and an eighteen room motel. 
Jackpot owns the land and buildings used in the Owl Club's casino
and motel operations.  The Owl Club primarily serves local
residents and markets with its food and informal and congenial
atmosphere.

     Jackpot manages the casino operations of the Pony Express
Casino in Jackpot, Nevada under a five-year space lease agreement,
which Jackpot may terminate after September 15, 1997 upon fifteen
days written notice to the lessor.  As of June 30, 1997, Jackpot
operated 94 gaming machines in approximately 2,600 square feet of
casino space.  The Pony Express Casino attracts hotel guests, local
residents and tourists, primarily from the Idaho market.

    For additional information concerning Jackpot's operations, see
Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations. 

Suppliers
_________

     Jackpot purchases a variety of models and styles of gaming
machines primarily from one manufacturer, International Game
Technology ("IGT").  Although the Company purchased approximately
90% of its gaming machines from IGT in 1997, Jackpot does not
believe it is dependent upon IGT for future purchases.  Jackpot
does not have a contractual commitment for future purchases with
IGT, or any other manufacturer.  Each gaming machine accepts only
one denomination of coin and, with minor exceptions, each location
will have a variety of machines requiring different denominations
of coins.  Gaming machines operated by Jackpot are multiple coin
play.  Multiple coin play allows a player to wager several coins of
the same denomination on each play.  Jackpot continually tests, on
a trial basis, new machines from various gaming machine
manufacturers to determine which games and models will appeal to
its customers to enhance play levels.

Employees
_________

     As of June 30, 1997, Jackpot employed approximately 875
persons, the substantial portion of whom are non-management
personnel.  None of Jackpot's employees are covered by a collective
bargaining agreement and Jackpot believes that it has satisfactory
employee relations.

Competition
___________

     Gaming machines and gaming of all types are available in
Nevada in casinos and hotel casinos, as well as in locations
similar to those of Jackpot, all of which compete directly or
indirectly with Jackpot.  Jackpot has been and is subject to
substantial direct competition for the operation of gaming machines
in approved locations from numerous small gaming machine route
operators and some large operators, located principally in Las
Vegas, Reno and their surrounding areas.  Management believes at
least one of these competitors has more gaming machines or
locations than Jackpot.  In addition, a limited number of these
competitors manufacture gaming machines.  The principal methods of
competition for gaming machine locations are the lease, sublease,
license or revenue sharing terms, the service provided by the route
operator and the experience, reputation and financial strength of
the route operator.  In recent years Jackpot has faced increased
competition in its gaming machine route operations, and as certain
of its licenses, leases and subleases have begun to expire, it has
faced strong competition from other route operators who have
attempted or captured locations by offering more favorable terms to
retail store owners.  As a result of such competition, along with
the Company's continual evaluation of leases and strict adherence
to management's pricing guidelines, revenues generated from route
operations, which are attributable to revenue sharing contracts,
have decreased from $33.5 million in 1995 to $28.8 million in 1997.
For additional information concerning Jackpot's operations, see
Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations.

Regulation and Licensing Requirements
_____________________________________

     Nevada

     The ownership and operation of casino gaming facilities and
gaming routes in Nevada are subject to:  (i) the Nevada Gaming
Control Act and the regulations promulgated thereunder
(collectively, "Nevada Act"); and (ii) various local regulations. 
The Company's gaming machine operations are subject to the
licensing and regulatory control of the Nevada Gaming Commission
("Nevada Commission"), the Nevada State Gaming Control Board
("Nevada Board"), and local regulatory authorities.  The Nevada
Commission, the Nevada Board and the local regulatory authorities
are collectively referred to as the "Nevada Gaming Authorities."

     The laws, regulations and supervisory procedures of the Nevada
Gaming Authorities are based upon declarations of public policy
which are concerned with, among other things:  (i) the prevention
of unsavory or unsuitable persons from having a direct or indirect
involvement with gaming at any time or in any capacity; (ii) the
establishment and maintenance of responsible accounting practices
and procedures; (iii) the maintenance of effective controls over
the financial practices of licensees, including the establishment
of minimum procedures for internal fiscal affairs and the
safeguarding of assets and revenues, providing reliable record
keeping and requiring the filing of periodic reports with the
Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) to provide a source of state and
local revenues through taxation and licensing fees.  Change in such
laws, regulations and procedures could have an adverse effect on
the Company's gaming operations.

     Corporations that operate casinos and gaming machine routes in
Nevada are required to be licensed by the Nevada Gaming
Authorities.  A gaming license requires the periodic payment of
fees and taxes and is not transferable.  The Company is registered
by the Nevada Commission as a publicly traded corporation
("Registered Corporation") and as such, it is required periodically
to submit detailed financial and operating reports to the Nevada
Commission and furnish any other information which the Nevada
Commission may require.  The Company has been found suitable by the
Nevada Commission to own the stock of Cardivan Company, Corral Coin, Inc.,
Corral Country Coin, Inc., and Corral United, Inc.
(the "Route Subsidiaries") and Jackpot Gaming, Inc.  Jackpot
Gaming, Inc. is registered as a holding corporation and is approved
by the Nevada Gaming Authorities to own the stock of the Owl Club
and the Pony Express Casino (the "Casino Subsidiaries").  No person
may become a stockholder of, or receive any percentage of profits
from, the Route Subsidiaries, Jackpot Gaming, Inc., or the Casino
Subsidiaries without first obtaining licenses and approvals from
the Nevada Gaming Authorities.  The Company, the Route
Subsidiaries, Jackpot Gaming, Inc. and the Casino Subsidiaries have
obtained from the Nevada Gaming Authorities the various
registrations, approvals, permits and licenses required in order to
engage in gaming activities in Nevada. 

     The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,
the Company or any of its subsidiaries in order to determine
whether such individual is suitable or should be licensed as a
business associate of a gaming licensee.  Officers, directors and
certain key employees of the Route Subsidiaries and the Casino
Subsidiaries must file applications with the Nevada Gaming
Authorities and may be required to be licensed or be found suitable
by the Nevada Gaming Authorities.  Officers, directors and key
employees of the Company who are actively and directly involved in
gaming activities of the Company or its subsidiaries may be
required to be licensed or found suitable by the Nevada Gaming
Authorities.  The Nevada Gaming Authorities may deny an application
for licensing for any cause which they deem reasonable.  A finding
of suitability is comparable to licensing, and both require
submission of detailed personal and financial information followed
by a thorough investigation.  The applicant for licensing or a
finding of suitability must pay all the costs of the investigation. 
Changes in licensed positions must be reported to the Nevada Gaming
Authorities and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada
Gaming Authorities have jurisdiction to disapprove a change in a
corporate position.

     If the Nevada Gaming Authorities were to find an officer,
director or key employee unsuitable for licensing or unsuitable to
continue having a relationship with the Company or any of its
subsidiaries, the companies involved would have to sever all
relationships with such person.  In addition, the Nevada Commission
may require the Company and its subsidiaries to terminate the
employment of any person who refuses to file appropriate
applications.  Determinations of suitability or of questions
pertaining to licensing are not subject to judicial review in
Nevada.

     The Company, Jackpot Gaming, Inc., the Route Subsidiaries and
the Casino Subsidiaries are required to submit detailed financial
and operating reports to the Nevada Commission.  Substantially all
material loans, leases, sales of securities and similar financing
transactions by the Company and its subsidiaries must be reported
to, or approved by, the Nevada Commission.

     If it were determined that the Nevada Act was violated by the
Company or any of its subsidiaries, the gaming licenses and
approvals they hold could be limited, conditioned, suspended or
revoked, subject to compliance with certain statutory and
regulatory procedures.  In addition, the Company, the subsidiary
involved, and the persons involved could be subject to substantial
fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission.  Further, a supervisor could
be appointed by the Nevada Commission to operate the Company's
gaming properties and, under certain circumstances, earnings
generated during the supervisor's appointment (except for the
reasonable rental value of the Company's gaming properties) could
be forfeited to the State of Nevada.  Limitation, conditioning or
suspension of any gaming license or the appointment of a supervisor
could (and revocation of any gaming license would) materially
adversely affect the Company's gaming operations.

     Any beneficial holder of the Company's voting securities,
regardless of the number of shares owned, may be required to file
an application, be investigated, and have his suitability as a
beneficial holder of the Company's voting securities determined if
the Nevada Commission has reason to believe that such ownership
would otherwise be inconsistent with the declared policies of the
State of Nevada.  The applicant must pay all costs of investigation
incurred by the Nevada Gaming Authorities in conducting any such
investigation.

     The Nevada Act requires any person who acquires more than 5%
of the Company's voting securities to report the acquisition to the
Nevada Commission.  The Nevada Act requires that beneficial owners
of more than 10% of the Company's voting securities apply to the
Nevada Commission for a finding of suitability within thirty days
after the Chairman of the Nevada Board mails the written notice
requiring such filing.  Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which
acquires more than 10%, but not more than 15%, of the Company's
voting securities may apply to the Nevada Commission for a waiver
of such finding of suitability if such institutional investor holds
the voting securities for investment purposes only.  An
institutional investor shall not be deemed to hold voting
securities for investment purposes unless the voting securities
were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly
or indirectly, the election of a majority of the members of the
board of directors of the Company, any change in the Company's
corporate charter, bylaws, management, policies or operations of
the Company, or any of its gaming affiliates, or any other action
which the Nevada Commission finds to be inconsistent with holding
the Company's voting securities for investment purposes only. 
Activities which are not deemed to be inconsistent with holding
voting securities for investment purposes only include:  (i) voting
on all matters voted on by stockholders; (ii) making financial and
other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a
change in its management, policies or operations; and (iii) such
other activities as the Nevada Commission may determine to be
consistent with such investment intent.  If the beneficial holder
of voting securities who must be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners.  The
applicant is required to pay all costs of investigation.

     Any person who fails or refuses to apply for a finding of
suitability or a license within thirty days after being ordered to
do so by the Nevada Commission or the Chairman of the Nevada Board,
may be found unsuitable.  The same restrictions apply to a record
owner if the record owner, after requests, fails to identify the
beneficial owner.  Any stockholder found unsuitable and who holds,
directly or indirectly, any beneficial ownership of the common
stock of a Registered Corporation beyond such period of time as may
be prescribed by the Nevada Commission may be guilty of a criminal
offense.  The Company is subject to disciplinary action if, after
it receives notice that a person is unsuitable to be a stockholder
or to have any other relationship with the Company or any of its
subsidiaries, the Company (i) pays that person any dividend or
interest upon voting securities of the Company, (ii) allows that
person to exercise, directly or indirectly, any voting right
conferred through securities held by that person, (iii) pays
remuneration in any form to that person for services rendered or
otherwise, or (iv) fails to pursue all lawful efforts to require
such unsuitable person to relinquish his voting securities for cash
at fair market value.  

     The Nevada Commission may, in its discretion, require the
holder of any debt security of a Registered Corporation to file
applications, be investigated and be found suitable to own the debt
security of a Registered Corporation.  If the Nevada Commission
determines that a person is unsuitable to own such security, then
pursuant to the Nevada Act, the Registered Corporation can be
sanctioned, including the loss of its approvals, if without the
prior approval of the Nevada Commission, it:  (i) pays to the
unsuitable person any dividend, interest, or any distribution
whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption,
conversion, exchange, liquidation, or similar transaction.

     The Company is required to maintain a current stock ledger in
Nevada which may be examined by the Nevada Gaming Authorities at
any time.  If any securities are held in trust by an agent or by a
nominee, the record holder may be required to disclose the identity
of the beneficial owner to the Nevada Gaming Authorities.  A
failure to make such disclosure may be grounds for finding the
record holder unsuitable.  The Company is also required to render
maximum assistance in determining the identity of the beneficial
owner.  The Nevada Commission has required that the Company's stock
certificates bear a legend indicating that the securities are
subject to the Nevada Act. 

     The Company may not make a public offering of its securities
without the prior approval of the Nevada Commission if the
securities or the proceeds therefrom are intended to be used to
construct, acquire or finance gaming facilities in Nevada, or to
retire or extend obligations incurred for such purposes.  Such
approval, if given, does not constitute a finding, recommendation
or approval by the Nevada Commission or the Nevada Board as to the
accuracy or adequacy of the prospectus or the investment merits of
the securities.  Any representation to the contrary is unlawful. 

     Changes in control of the Company through merger,
consolidation, stock or asset acquisitions, management or
consulting agreements, or any act or conduct by a person whereby he
obtains control, may not occur without the prior approval of the
Nevada Commission.  Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and the Nevada
Commission in a variety of stringent standards prior to assuming
control of such Registered Corporation.  The Nevada Commission may
also require controlling stockholders, officers, directors and
other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the
transaction.

     The Nevada legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting
securities and corporate defense tactics affecting Nevada gaming
licensees, and Registered Corporations that are affiliated with
those operations, may be injurious to stable and productive
corporate gaming.  The Nevada Commission has established a
regulatory scheme to ameliorate the potentially adverse effects of
these business practices upon Nevada's gaming industry and to
further Nevada's policy to:  (i) assure the financial stability of
corporate gaming operators and their affiliates; (ii) preserve the
beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly
governance of corporate affairs.  Approvals are, in certain
circumstances, required from the Nevada Commission before the
Company can make exceptional repurchases of voting securities above
the current market price thereof and before a corporate acquisition
opposed by management can be consummated.  The Nevada Act also
requires prior approval of a plan of recapitalization proposed by
the Company's Board of Directors in response to a tender offer made
directly to the Registered Corporation's stockholders for the
purposes of acquiring control of the Registered Corporation.

     License fees and taxes, computed in various ways depending
upon the type of gaming or activity involved, are payable to the
State of Nevada and to the local jurisdictions.  Depending upon the
particular fee or tax involved, these fees and taxes are payable
either monthly, quarterly or annually and are based upon any of: 
(i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games
operated.  A casino entertainment tax is also paid by casino
operations where entertainment is furnished in connection with the
selling of food or refreshments.  Nevada licensees that hold a
license as an operator of a slot route, or a manufacturer's or
distributor's license, also pay certain fees and taxes to the State
of Nevada.

     Any person who is licensed, required to be licensed,
registered, required to be registered, or is under common control
with such persons (collectively, "Licensees"), and who proposes to
become involved in a gaming venture outside of Nevada is required
to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of
investigation of the Nevada Board of their participation in such
foreign gaming.  The revolving fund is subject to increase or
decrease in the discretion of the Nevada Commission.  Thereafter,
Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act.  Licensees are also subject
to disciplinary action by the Nevada Commission if they knowingly
violate any laws of the foreign jurisdiction pertaining to the
foreign gaming operation, fail to conduct the foreign gaming
operation in accordance with the standards of honesty and integrity
required of Nevada gaming operations, engage in activities that are
harmful to the State of Nevada or its ability to collect gaming
taxes and fees, or employ a person in the foreign operation who has
been denied a license or finding of suitability in Nevada on the
ground of personal unsuitability.

     The sale of alcoholic beverages at the Company's casinos is
subject to licensing, control and regulation by the applicable
local authorities.  All licenses are revocable and are not
transferable.  The agencies involved have full power to limit,
condition, suspend or revoke any such license, and any such
disciplinary action could (and revocation would) have a material
adverse effect upon the operations of the Company's casinos.

     Federal Regulation

     The Federal Gambling Devices Act of 1962 (the "Federal Act")
makes it unlawful, in general, for a person to manufacture,
deliver, or receive gaming machines, gaming machine type devices,
and components thereof across interstate lines or to operate gaming
machines unless that person has first registered with the Attorney
General of the United States.  Jackpot's subsidiaries have so
registered and must renew their registration annually.  In
addition, various record keeping and equipment identification
requirements are imposed by the Federal Act.  Violation of the
Federal Act may result in seizure and forfeiture of equipment, as
well as other penalties.


     Other Jurisdictions 

     Other jurisdictions also require various licenses, permits,
and approvals in connection with the ownership and operation of
gaming facilities.  The operation of gaming devices and lottery
devices is subject to extensive licensing requirements and
regulatory compliance.

     If Jackpot proceeds with expansion into any other state or
foreign jurisdiction, it will also be necessary for the appropriate
officers, employees, corporate subsidiaries and other persons or
entities to apply for and obtain all necessary gaming and
distributing licenses.

     As in Nevada, state agencies and the local authorities having
jurisdiction over such activities have full power and discretion to
limit, condition, suspend and revoke such licenses or approvals and
any disciplinary action against Jackpot's affiliates in such
jurisdictions could (and revocation would) have a material adverse
effect on the operations of Jackpot in such states or local
jurisdictions.

     Other  

     Jackpot maintains rigorous internal accounting controls in
accordance with the regulations of the Nevada Commission.  Jackpot
carries insurance of such types and in such amounts as management
determines to be prudent from time to time.

Item 2.  Properties
         __________

     Jackpot's corporate headquarters are located in Las Vegas,
Nevada with approximately 34,000 square feet of office, warehouse
and shop space under a lease which expires in 2006, with certain
options for renewal.  Jackpot believes its properties are adequate
and suitable for its purposes.  See Note 3 of Notes to Consolidated
Financial Statements for additional information as to Jackpot's
properties in Battle Mountain, Nevada and Jackpot, Nevada.  The
following table sets forth the location, use, size, and percentage
utilization of Jackpot's properties:

<PAGE>
<TABLE>

                                          Approximate   Percentage
Location                   Use               Size       Utilization 
________              ________________   _____________  ___________
<S>                   <C>                <C>            <C>

OWNED PROPERTIES:

Battle Mountain,      Casino and motel   10,000 sq. ft.    100%
Nevada                operations         

LEASED PROPERTIES:

Las Vegas, Nevada     Executive offices, 34,000 sq. ft.    100%
                      warehouse and shop                       

Reno, Nevada          Offices and shop   10,000 sq. ft.    100%

Throughout Nevada     Gaming machine     various sq. ft.   100%
                      operations         per location    
                                                               
Jackpot, Nevada       Casino operations  2,600 sq. ft.     100%
</TABLE>

Item 3.  Legal Proceedings
         _________________

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         ___________________________________________________

Not applicable.  

Executive Officers of the Registrant
____________________________________

     The executive officers of Jackpot are appointed by the Board
of Directors for an unspecified term and can be terminated at the
Board's discretion; however, Mr. Kornstein has an employment
agreement with Jackpot which currently expires on September 30,
2000.  The agreement is automatically extended for additional one
year periods on each October 1 unless, not later than the March 31,
immediately preceding each October 1, notice is given by Jackpot or
Mr. Kornstein.  The current executive officers of Jackpot (none of
whom has a family relationship with one another), their ages and
positions are as follows:

<PAGE>
<TABLE>
                                                    Year Became An
      Name          Age        Position           Executive Officer 
________________    ___   _______________________ _________________
<S>                 <C>   <C>                     <C>

Don R. Kornstein    45    President,                      1994
                          Chief Executive Officer         
                          and Director

George Congdon      48    Senior Vice President -         1995
                          Operations                      
                                                          
Bob Torkar          46    Senior Vice President -         1991
                          Finance, Treasurer and 
                          Chief Accounting Officer        

</TABLE>

     Don R. Kornstein was appointed President, Chief Executive
Officer and a director of Jackpot on September 8, 1994.  Prior to
his appointment with Jackpot, Mr. Kornstein was a Senior Managing
Director of Bear, Stearns & Co. Inc., a leading worldwide
investment banking firm where he had been employed since 1977.  Mr.
Kornstein was in such firm's Investment Banking Department and was
head of that firm's gaming industry group.

     George Congdon was appointed Senior Vice President -
Operations of Jackpot on May 11, 1995.  From October 1990 to May
1995, Mr. Congdon held various management positions with certain of
Jackpot's subsidiaries including Vice President of Route Operations
and Senior Vice President of Operations.  Prior to October 1990,
Mr. Congdon was employed for over sixteen years in various
operating positions by Bally Manufacturing, Inc. and Bally
Distributing, Inc., gaming machine manufacturers and distributors.

     Bob Torkar was appointed Vice President - Finance, Treasurer
and Chief Accounting Officer of Jackpot on July 1, 1991 and Senior
Vice President on October 15, 1993.  From February 1991 to June
1991, Mr. Torkar was a financial consultant to Jackpot.  Prior to
the consulting assignment with Jackpot, Mr. Torkar was Vice
President and Chief Financial Officer with Furnishings 2000, Inc.,
a publicly traded retail furnishings company in San Diego,
California, having spent seven years (1983-1990) with such
corporation.
                          PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters
         _________________________________________________

     Jackpot's common stock, par value $.01 per share (the "Common
Stock"), is listed on the New York Stock Exchange (NYSE) with the
trading symbol "J".  The following table sets forth the range of
high and low prices for shares of the Common Stock for the fiscal
quarters indicated, as furnished by the NYSE, and the per share
cash dividends paid during those fiscal quarters.



<TABLE>
                        JACKPOT COMMON STOCK
___________________________________________________________________

                                                   Dividends
                                 High     Low        Paid
___________________________________________________________________
<S>                             <C>      <C>       <C>
Fiscal 1996
    First Quarter               $11.25   $ 9.38      $.08
    Second Quarter               13.88    10.75       .08
    Third Quarter                12.63    10.75       .08
    Fourth Quarter               13.88    10.75       .08

___________________________________________________________________
Fiscal 1997
    First Quarter               $12.75   $ 9.63      $.08
    Second Quarter               11.25     9.63       .08
    Third Quarter                10.75     9.75         -
    Fourth Quarter               12.75     9.63         -
___________________________________________________________________
</TABLE>

     As of September 5, 1997 there were approximately 2,000 holders
of record of Common Stock.  The number of holders of record of
Jackpot's Common Stock on September 5, 1997 was computed by a count
of record holders.

     A policy of quarterly cash dividends, which had been effective
since July 1987, was suspended on October 29, 1996 by Jackpot's
Board of Directors.  Future payment of quarterly cash dividends, if
any, is subject to periodic review and reconsideration.  Jackpot
paid two quarterly cash dividends and four quarterly cash dividends
of $.08 per share to its stockholders of record in fiscal 1997 and
1996, respectively.  


<PAGE>
Item 6.   Selected Financial Data
          _______________________

The following information has been derived from Jackpot's
consolidated financial statements:
<TABLE>
                                Years Ended June 30,            
                    _______________________________________________    
                     1997     1996       1995     1994       1993 
                    _______  _______    _______  _______    _______
<S>                 <C>      <C>        <C>      <C>        <C>        
        (Dollars and shares in thousands, except per share data)

OPERATING DATA:

Total revenues      $91,904  $91,108    $96,853  $98,335    $83,271
___________________________________________________________________
Operating income    $ 9,822  $ 7,094(1) $ 8,968  $ 9,409(1) $11,251
___________________________________________________________________
Income (loss) from
  continuing
  operations        $11,368  $ 8,610    $ 9,875  $(7,052)(2)$10,018
___________________________________________________________________
Net income (loss)   $ 7,844  $ 5,855(3) $ 6,616  $(4,584)(3)$ 6,506
___________________________________________________________________
Earnings (loss)
  per common and
  common equivalent
  share (4)(5):
    Net income
    (loss)          $   .85  $   .63    $   .72  $  (.50)   $   .80
___________________________________________________________________
Earnings (loss)
  per common share - 
  assuming full
  dilution (4)(6):
    Net income
    (loss)          $   .85  $   .63    $   .72  $  (.50)   $   .78
___________________________________________________________________
Dividends declared
  per share (4)     $   .16  $   .32    $   .32  $   .31    $   .38
___________________________________________________________________
Average primary 
  common equivalent
  shares (4)          9,237    9,307      9,235    9,211      8,532
___________________________________________________________________
OTHER DATA:

    EBITDA (7)      $16,557  $17,093    $18,125  $18,896    $19,338
    Net cash
      provided by
      operating
      activities    $14,584  $12,778    $18,068  $18,367    $17,707
    Net cash used 
      in investing
      activities    $(1,557) $(3,091)   $(4,330) $(9,689)   $(8,338)
    Net cash
      provided by 
      (used in)
      financing
      activities    $(4,106) $(3,579)   $(4,365) $(4,128)   $   890

    Capital
      expenditures  $ 3,393  $ 4,267    $ 4,044  $13,452(8) $ 3,187
    Amortization    $ 1,728  $ 2,199    $ 2,880  $ 2,916    $ 2,326
    Depreciation    $ 3,461  $ 4,284    $ 5,349  $ 5,813    $ 4,922
_____________________________________________________________________
BALANCE SHEET DATA
(at end of period):

Working capital     $46,329  $40,336    $31,640  $22,022    $28,614
_____________________________________________________________________
Total assets        $75,267  $70,742    $71,959  $73,459    $76,752
_____________________________________________________________________
Long-term debt,
  net of
  current portion   $        $          $   271  $ 1,403    $ 2,584
_____________________________________________________________________
Stockholders' 
  equity            $67,281  $63,495    $60,216  $56,266    $63,361
_____________________________________________________________________
(See notes on following page)

(1)  Operating income includes:  in 1996, a pretax loss of $2.2
     million from the write-down and sale of certain casino
     properties (see Note 3 of Notes to Consolidated Financial
     Statements); in 1994, a pretax cost of $1.3 million in
     connection with the severance agreement with Jackpot's former
     chief executive officer.

(2)  Income (loss) from continuing operations includes: in 1994, a
     pretax loss of $16.9 million ($11.0 million after tax, or
     $1.20 per share) for Jackpot's share of the closing costs,
     write-down of certain assets and operating loss in a dockside
     casino facility in Tunica, Mississippi.

(3)  Net income (loss) includes:  in 1996, a pretax loss of $2.2
     million from the write-down and sale of certain casino
     properties (see Note 3 of Notes to Consolidated Financial
     Statements); in 1994, a pretax loss of $16.9 million ($11.0
     million after tax, or $1.20 per share) for Jackpot's share of
     the closing costs, write-down of certain assets and operating
     loss in a dockside casino facility in Tunica, Mississippi.  

(4)  All share and per share amounts have been retroactively
     adjusted in 1993 for a 10% stock dividend declared July 1,
     1993.

(5)  Earnings per share calculations in 1993 have been based on
     weighted average shares outstanding adjusted for the number
     of common share equivalents attributable to stock options and
     warrants.
 
(6)  Earnings per share - assuming full dilution in 1993 includes
     the assumed conversion of certain convertible subordinated
     debentures.  The average common and common equivalent shares
     outstanding assuming full dilution was 10.0 million shares in
     1993.

(7)  EBITDA represents earnings before interest expense, income
     tax, depreciation, amortization and other non-cash items. 
     EBITDA should not be construed as an alternative to operating
     income or net income (as determined in accordance with
     generally accepted accounting principles), as an indicator of
     the Company's operating performance, as an alternative to
     cash flows provided by operating activities (as determined in
     accordance with generally accepted accounting principles), or
     as a measure of liquidity.  EBITDA is presented solely as a
     supplemental disclosure because management believes that it
     enhances the understanding of the financial performance of a
     company with substantial amortization and depreciation
     expense.

(8)  Capital expenditures in 1994 includes purchases of $9.0
     million of property in connection with a dockside casino
     facility in Tunica, Mississippi.

Item 7.  Management's Discussion and Analysis of Financial
         _________________________________________________
         Condition and Results of Operations
         ___________________________________

Capital Resources and Liquidity
_______________________________

     Cash Flows:

     Jackpot's principal sources of cash for the fiscal years
ended June 30, 1997, 1996 and 1995 (referred to herein as "1997",
"1996" and "1995", respectively), consisted of the cash flows from
operating activities and its available cash and cash equivalents.  

     Net cash provided by operating activities in 1997 increased
$1.8 million, from $12.8 million in 1996 to $14.6 million in 1997. 
The increase of $1.8 million was due primarily to the increase
from the change in other current liabilities.  Net cash used in
investing activities in 1997 was approximately $1.6 million which
included cash used of approximately $3.9 million and cash received
of approximately $2.3 million.  The $3.9 million of cash used
included payments of approximately $3.4 million primarily for
purchases of property and equipment in connection with Jackpot's
gaming machine route operations ("route operations").  The $2.3
million of cash received from investing activities consisted
primarily of the proceeds from the sale of Jackpot's interest in
Jackpot City, Inc. (the "Nugget"), a casino operation located in
Reno, Nevada and aggregate proceeds from sales of other non-
current assets.

     Net cash used in financing activities in 1997 was
approximately $4.1 million which resulted from payments for
repurchases of common stock and dividends of approximately $2.8
million and $1.5 million, respectively, net of approximately $.2
million of proceeds from the issuance of common stock upon the
exercise of stock options.  

     As a result of the combination of net cash provided by
operating activities of approximately $14.6 million less net cash
used in investing and financing activities of approximately $1.6
million and $4.1 million, respectively, cash and cash equivalents
in 1997 increased approximately $8.9 million.

     Net cash provided by operating activities in 1996 decreased
$5.3 million, from $18.1 million in 1995 to $12.8 million in 1996. 
The decrease of $5.3 million resulted primarily from a decrease of
$2.5 million in the route operations margin (from $21.6 million in
1995 to $19.1 million in 1996) and an increase of $1.8 million for 
payments of Federal income tax.  Net cash used in investing
activities in 1996 was approximately $3.1 million which included
cash used of approximately $4.7 million and cash received of
approximately $1.6 million.  The $4.7 million of cash used
included payments of approximately $4.3 million primarily for
purchases of property and equipment in connection with Jackpot's
route operations.  The $1.6 million of cash received from
investing activities consisted primarily of aggregate proceeds
from sales of other non-current assets.

     Net cash used in financing activities in 1996 was
approximately $3.6 million which consisted primarily of the
repayment of approximately $.9 million of long-term debt, the
payment of approximately $3.0 million of dividends, net of
approximately $.3 million of proceeds from the issuance of common
stock upon the exercise of stock options.  

     As a result of the combination of net cash provided by
operating activities of approximately $12.8 million less net cash
used in investing and financing activities of approximately $3.1
million and $3.6 million, respectively, cash and cash equivalents
in 1996 increased approximately $6.1 million.

     Net cash provided by operating activities in 1995 was
approximately $18.1 million.  Net cash used in investing
activities in 1995 was approximately $4.3 million which included
cash used of approximately $6.0 million and cash received of
approximately $1.7 million.  The $6.0 million of cash used
included payments of approximately $4.0 million primarily for
purchases of property and equipment in connection with Jackpot's
route operations and approximately $1.5 million used for advances
to the dockside casino facility in Tunica County, Mississippi (the
"Tunica Facility"), which closed permanently on July 8, 1994. 
Such advances to the Tunica Facility were used for payment toward
Jackpot's share of unpaid liabilities and estimated closing costs,
which were fully accrued as of June 30, 1994.  The $1.7 million of
cash received from investing activities included aggregate
proceeds from sales of short-term investments and sales of certain
assets.

     Net cash used in financing activities in 1995 was
approximately $4.4 million which consisted primarily of the
repayment of approximately $1.4 million of long-term debt and the
payment of approximately $3.0 million of dividends.  

     As a result of the combination of net cash provided by
operating activities of approximately $18.1 million less net cash
used in investing and financing activities of approximately $4.3
million and $4.4 million, respectively, cash and cash equivalents
in 1995 increased approximately $9.4 million.



     Liquidity:

     In 1997, Jackpot purchased approximately $3.4 million of
property and equipment, as described above.  Approximately $3.0
million of the $3.4 million was associated with equipment
purchased for gaming locations.  Management anticipates that
Jackpot will purchase approximately $8.5 million of property and
equipment, exclusive of business acquisitions, if any, for the
fiscal year ending June 30, 1998 ("1998").

     At June 30, 1997, Jackpot had cash and cash equivalents of
approximately $47.9 million, an increase of approximately $8.9
million, or 23%, from the beginning of 1997.  Jackpot had working
capital of approximately $46.3 million at June 30, 1997, which
increased from $40.3 million at June 30, 1996 primarily as a
result of the activities described above.

     On October 29, 1996, Jackpot's Board of Directors announced
that it would suspend future payment of quarterly cash dividends,
subject to periodic review and reconsideration.   Further, the
Board authorized Jackpot's management to repurchase up to 500,000
shares of its common stock, from time to time, at prevailing
market prices.  Since such authorization, Jackpot has repurchased
283,771 shares of common stock at a cost of approximately $2.8
million.

     On May 24, 1995, Jackpot notified Phar-Mor, Inc. ("Phar-
Mor"), a large chain store, that it was in default under the terms
of certain agreements.   On July 25, 1995, Phar-Mor notified
Jackpot that it disagreed with Jackpot's position and asserted
that Jackpot was in default under the terms  of an amended
agreement.  On or about March 7, 1996, Phar-Mor filed a lawsuit
against Jackpot in the United States Bankruptcy Court for the
Northern District of Ohio, claiming it is owed approximately $1
million under the amended agreement.  Jackpot has filed an answer
and counterclaim reflecting its position that under an original
agreement Jackpot is owed in excess of $3 million.  All discovery
has been completed and the parties have filed cross motions for
summary judgment.  The Court has not yet ruled upon such motions. 
Jackpot, based upon discussions with counsel, does not believe it
is probable that Phar-Mor will prevail in this matter.  If Phar-
Mor were to prevail, Jackpot could be liable for certain
obligations up to $1 million.  If Jackpot were to prevail, it
would become an unsecured creditor of Phar-Mor in an amount in
excess of $3 million.  For further information concerning this
matter, see Note 7 of Notes to Consolidated Financial Statements.

     Management believes Jackpot's working capital and cash
provided by operations will be sufficient to enable Jackpot to
meet its planned capital expenditures and other cash requirements 
in 1998.  Jackpot continues to selectively explore expansion
opportunities, both in and outside Nevada, and various potential
acquisitions, both gaming and nongaming.  Management believes
working capital and cash provided by operations will be sufficient
to enable Jackpot to pursue expansion opportunities; however,
Jackpot may seek additional debt or equity financing to facilitate
expansion opportunities and potential acquisitions.

     Recently Issued Accounting Standards:

     In March 1995, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("SFAS 121"), which is
effective for fiscal years beginning after December 15, 1995. 
SFAS 121 requires that long-lived assets and certain identifiable
intangible assets to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.  The adoption of
SFAS 121, which was effective July 1, 1996, had no effect on the
consolidated financial statements.

     In October 1995, the FASB issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), which is effective for fiscal years
beginning after December 15, 1995.  Although SFAS 123 encourages
an entity to measure compensation by applying the fair value
method of accounting for employee stock-based compensation
arrangements, it permits an entity to continue to account for
employee stock-based compensation arrangements under the
provisions of Accounting Principles Board Opinion 25 ("APB 25"). 
Jackpot has elected to continue to account for stock-based compensation
in accordance with APB 25.  The pro forma effect on net income and
earnings per share, as if the fair value recognition provisions
had been applied, is provided in a note to the consolidated
financial statements, as required by SFAS 123.  See Note 5 of Notes
to Consolidated Financial Statements.

     In February 1997, the FASB issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"),
which is effective for periods, including interim periods, ending
after December 15, 1997.  Earlier adoption of the statement is not
permitted.  SFAS 128 establishes standards for computing and
presenting earnings per share ("EPS"), including the replacement
of the presentation of primary EPS with the presentation of basic
EPS, as defined.  Upon adoption of SFAS 128, all prior-period EPS
data presented shall be restated to conform with the provisions of
the statement.  As required by SFAS 128, Jackpot will adopt this
statement for the three month period ending December 31, 1997. 
Management believes that the implementation of SFAS 128 will not
have a significant impact on EPS.

     In February 1997, the FASB issued Statement of Financial
Accounting Standards No. 129, "Disclosure of Information about
Capital Structure" ("SFAS 129"), which is effective for periods
ending after December 15, 1997.  SFAS 129 establishes standards
for disclosing information about an entity's capital structure. 
Management intends to comply with the disclosure requirements of
this statement.

     In June 1997, the FASB issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"), which is effective for fiscal years beginning after
December 15, 1997.  SFAS 130 requires companies to classify items
of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other
comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement of
financial position.  Management does not believe this statement
will have a material impact on the consolidated financial
statements.

     In June 1997, the FASB issued Statement of Financial
Accounting Standards No. 131, "Disclosure About Segments of an
Enterprise and Related Information" ("SFAS 131"), which is
effective for fiscal years beginning after December 15, 1997. 
SFAS 131 establishes additional standards for segment reporting in
the financial statements.  Management has not determined the
extent of the disclosure required by SFAS 131.

Overview
________

     Jackpot has a significant amount of its route operations at
retail stores which are part of a group of affiliated store
chains.  Route operations from two groups of affiliated store
chains in 1997, 1996 and 1995 each accounted for more than 10% of
Jackpot's total revenues in such fiscal years.  The largest six
store chains (Albertson's, Inc., American Drug Stores, Inc., Kmart
Corporation, Lucky Stores, Inc., Thrifty PayLess, Inc. and
Warehouse Markets, Inc.) accounted for approximately 60% of
Jackpot's total revenues in 1997.  The renewal or extension of
agreements with such customers have generally resulted in
increased monthly fees.  These contracts often require fixed
periodic increases in monthly fees during the term of the
contract.  With respect to the accounting treatment of fixed
periodic increases in monthly fees associated with these
contracts, the Company is required to average annual lease costs
over the term of the contract.  As a result of such accounting
treatment, annual lease costs generally increase significantly in
the first year of an extended contract for the respective
locations covered by the contract and, thereafter, remain constant
for existing locations during the term of the contract.

     In 1997, Jackpot entered into agreements for long-term
contract extensions, which became effective July 1, 1997,  with
four of its largest retail chain store customers, two of which
were not due to expire on June 30, 1997.  A very competitive
pricing environment caused the Company to offer significant
increases in location rent over the existing agreements.  Such
agreements provide Jackpot the continued right to operate gaming
machines at certain existing locations and future locations, if
any, of such customers.  As of June 30, 1997, these agreements
involve the operation of approximately 1,174 gaming machines in 76
locations.

     Despite a long-term relationship with Warehouse Markets, Inc.
Jackpot was not willing to agree with the terms sought for a
contract extension, which management believed were uneconomic. 
The agreement, which expired on June 30, 1997, involved
the operation of approximately 272 gaming machines in 16
locations.  In 1997, Jackpot generated approximately 6% of its
total revenues and a significant amount of operating income from
operations at such customer's locations.

     With respect to 1998, the Company's results of operations
will be adversely affected compared to 1997 due to the intensely
competitive market conditions prevailing for gaming machine route
operators, the loss of a significant chain store customer
described above and to significant increases in location rent,
effective July 1, 1997, in connection with long-term contract
renewals with four of Jackpot's largest chain store customers.

     However, management believes that the following may lessen
the adverse effects described above:  (i) increased revenues at
existing locations as a result of the maturing of several recently
opened new chain store locations, (ii) additional revenues from
new locations scheduled to be opened by Jackpot's largest chain
store customers, (iii) increased revenues at existing locations
due to capital improvements or replacements of gaming machines,
and (iv) certain cost reductions based on potential improvements
to current operating information systems.  While management
believes that these events will occur, they are, in part, based
upon factors that are outside the Company's control.  Accordingly,
no assurance can be given that such benefits will occur.


<PAGE>
Results of Operations
_____________________

The table below presents the changes in comparative financial data from
1995 to 1997 (dollars in thousands):

</TABLE>
<TABLE>
       
                                    Years Ended June 30,
                        
             ___________________________________________________________________
             
                       1997                     1996                 1995       
            ________________________ __________________________ ______________  
                   Percent  Percent         Percent   Percent          Percent  
                   of       Increase        of        Increase         of
            Amount Revenues(Decrease)Amount Revenues (Decrease) Amount Revenues 
            ______ ________ ________ ______ ________  ________  ______ ________
<S>        <C>    <C>       <C>      <C>    <C>       <C>       <C>    <C>    

Revenues:
 Route 
 operations $88,895  96.7%   6.4%   $83,533  91.7%     (5.0)%  $ 87,892  90.7%
 Casino
 operations   3,009   3.3  (60.3)     7,575   8.3     (15.5)      8,961   9.3
            _______ _____  _____    _______ _____     _____    ________ _____
   Totals    91,904 100.0     .9     91,108 100.0      (5.9)     96,853 100.0
            _______ _____  _____    _______ _____     _____    ________ _____

Costs
and
expenses:
 Route
 operations  69,905  76.0    8.4     64,460  70.8      (2.8)     66,342  68.5
 Casino
 operations   2,835   3.1  (57.4)     6,661   7.3     (15.7)      7,904   8.1   
 Amortization 1,728   1.9  (21.4)     2,199   2.4     (23.6)      2,880   3.0   
 Depreciation 3,461   3.8  (19.2)     4,284   4.7     (19.9)      5,349   5.5
 General and
   admin-
   istrative  4,153   4.5    (.2)     4,163   4.5     (23.0)      5,410   5.6
 Loss from
 write-down
 and sale 
 of casino
 properties                           2,247   2.5                              
            _______ _____  _____    _______ _____     _____     _______ _____  
   Totals    82,082  89.3   (2.3)    84,014  92.2      (4.4)     87,885  90.7
            _______ _____  _____    _______ _____     _____     _______ _____

Operating
income        9,822  10.7   38.5      7,094   7.8     (20.9)      8,968   9.3

Other
income, net   1,546   1.6    2.0      1,516   1.7      67.1         907    .9
            _______ _____  _____    _______  ____     _____     _______ _____
Income 
before
income tax   11,368  12.3   32.0      8,610   9.5     (12.8)      9,875  10.2

Provision 
for
income tax    3,524   3.8   27.9      2,755   3.1     (15.5)      3,259   3.4
            _______ _____  _____    _______  ____     _____     _______ _____

Net income  $ 7,844   8.5%  34.0%   $ 5,855   6.4%    (11.5)%   $ 6,616   6.8%
            =======  ===== =====    =======  ====     =====     ======= =====
</TABLE>

     Revenues generated from route operations are attributable to fixed
payment leases and revenue sharing contracts.  Such revenues for 1997,
1996 and 1995 are summarized below (dollars in thousands):

<TABLE>

                    1997                     1996                  1995
               ___________________    ___________________  ____________________

                        Percent                Percent            Percent
                        of route               of route           of route
                        operations             operation          operations
                Amount  revenues     Amount    revenues   Amount  revenues  
               _______  ___________  _______   __________ _______ ____________
<S>            <C>      <C>            <C>       <C>          <C>      <C>

Route
operations:
  Fixed
  payment
  leases       $60,106     67.6%     $53,258       63.8%  $54,386    61.9%
  Revenue
  sharing
  contracts     28,789     32.4       30,275       36.2    33,506    38.1 
               _______    _____      _______      _____   _______   _____
               $88,895    100.0%     $83,533      100.0%  $87,892   100.0%
               =======    =====      =======      =====   =======   =====
</TABLE>


1997 compared to 1996
_____________________

     Revenues:

     Total revenues in 1997 increased $.8 million, from $91.1
million in 1996 to $91.9 million in 1997.  The increase in total
revenues of $.8 million was the net result of an increase of $5.4
million (from $83.5 million in 1996 to $88.9 million in 1997) in
route operations revenues and a decrease of $4.6 million (from
$7.6 million in 1996 to $3.0 million in 1997) in casino operations
revenues.

     The increase in route operations revenues of $5.4 million,
which represented a 6.4% increase, resulted from a combination of
additional revenues generated from new and existing locations, net
of lost revenues from terminated locations.  In 1997, new
locations generated revenues of $6.3 million and existing
locations generated additional revenues of $2.9 million. 
Terminated locations had generated revenues of $3.8 million in
1996.  

     As described previously, a significant amount of Jackpot's
route operations revenues is derived from five retail chain store
customers pursuant to license or lease agreements.  As of June 30,
1997, such agreements involved the operation of 1,539 machines in
98 locations.

     The decrease in casino operations revenues in 1997 of $4.6
million was due primarily to the ceasing of operations at the
Debbie Reynolds' Hotel and Casino ("Debbie's Casino"), effective
March 31, 1996, and the sale of Jackpot's interest in the Nugget
on June 30, 1996.  1996 includes revenues of $4.3 million
generated at these two locations.

     Costs and expenses:

     Route operations expenses in 1997 increased $5.4 million
(from $64.5 million in 1996 to $69.9 million in 1997) and, as a
percentage of route operations revenues, increased to 78.6% in
1997 from 77.2% in 1996.  The increase of $5.4 million in 1997 was 
attributable to increases of $2.9 million in location rent
expense, which was principally related to new chain locations,
$1.3 million in workers' compensation and group health costs, $.4
million in payroll costs and $.8 million in other route operations
expenses.  Route operations expenses in 1997 increased as a
percentage of route operations revenues primarily because of an
increase in location rent, as a percentage of revenues,
attributable to revenue sharing contracts and to increases in the
costs and expenses described above. In general, the costs
associated with revenues generated at new revenue sharing
locations have been greater as a percentage of revenues than have
the costs associated with the lost revenues.

     Casino operations expenses in 1997 decreased $3.8 million,
from $6.6 million in 1996 to $2.8 million in 1997.  With respect
to casino operations expenses, 1996 includes $3.8 million of costs
and expenses incurred by the Nugget and Jackpot's casino
operations at Debbie's Casino.
 
     Amortization expense decreased $.5 million in 1997, from $2.2
million in 1996 to $1.7 million in 1997.  The decrease in
amortization expense in 1997 was primarily attributable to
reductions in amortization expense related to lease acquisition
costs and prior service costs associated with the Jackpot
Retirement Plan for Directors.  1997 did not include any
amortization expense of prior service costs as all such costs have
been fully amortized at June 30, 1996.

     Depreciation expense in 1997 decreased $.8 million, from $4.3
million in 1996 to $3.5 million in 1997.  The decrease in
depreciation expense in 1997 was primarily attributable to gaming
machines acquired in connection with the purchase of a gaming
machine route business in 1992, which had become fully depreciated
in 1996.

     General and administrative expenses in 1997 remained constant
at approximately $4.2 million compared to 1996.

     Other income (expense):

     Other income (expense) in 1997, which consists primarily of
tax-exempt interest income, remained constant at approximately
$1.5 million compared to 1996.

     Other:

     The effective tax rate in 1997 was approximately 31%, which
was slightly lower than the 32% rate in 1996 primarily because of
the increase in the tax benefit from tax-exempt interest income in
1997. 

     General:

     Operating income in 1997 increased $2.7 million, from $7.1
million in 1996 to $9.8 million in 1997.  Operating income in 1996
includes a charge of approximately $2.2 million, which consisted
primarily of the write-down of the carrying amount of certain
long-lived assets of Jackpot Owl, Inc. (the "Owl Club") to fair
value.  The remainder of the increase in operating income of
approximately $.5 million resulted primarily from a decrease in
amortization and depreciation expenses of approximately $1.3
million, net of a decrease in the casino operations operating
margin of $.7 million.  The decrease of $.7 million (from $.9
million in 1996 to $.2 million in 1997) was due primarily to the
ceasing of Jackpot's operations at Debbie's Casino and the sale of
Jackpot's interest in the Nugget, as previously described.

     Net income in 1997 increased $2.0 million (from $5.8 million
in 1996 to a record $7.8 million in 1997) and earnings per share
in 1997 was a record $.85, versus earnings per share in 1996 of
$.63 due primarily to the results of the operations described
above.

1996 compared to 1995
_____________________

     General:

     On August 13, 1996, Jackpot's Board of Directors approved a
plan to dispose of the Owl Club and Jackpot's Highway 93 Casino,
Inc. (the "Pony Express Casino"), Jackpot's two remaining casinos,
as part of its strategy to exit its casino operations.  This
decision was reached after considering that these casino
operations generated unacceptably low returns on capital,
possessed limited growth prospects and commanded a
disproportionately high amount of management time.  

    Prior to the Board's approval to dispose of Jackpot's two
remaining casinos, Jackpot sold its interest in the Nugget
effective June 30, 1996.  As a result of Jackpot's decision to
dispose of its remaining casinos and the sale of the Nugget, a
charge of approximately $2.2 million was recorded in the fourth
quarter of 1996.  The charge consisted primarily of the write-down
of the carrying amount of certain long-lived assets of the Owl
Club to fair value.  Principally, as a result of this charge, net
income and earnings per share in 1996 decreased to $5.9 million
and $.63, respectively, from $6.6 million and $.72, respectively,
in 1995.

     Revenues:

     Total revenues in 1996 decreased $5.8 million, from $96.9
million in 1995 to $91.1 million in 1996.  The decrease in total
revenues of $5.8 million was the net result of a decrease of $4.4
million (from $87.9 million in 1995 to $83.5 million in 1996) in
route operations revenues and a decrease of $1.4 million (from
$9.0 million in 1995 to $7.6 million in 1996) in casino operations
revenues.

     The decrease in route operations revenues of $4.4 million was
due primarily to the closing or loss, based on management's
commitment to maintain pricing discipline, of certain non-chain
locations and to the loss of the Company's right to operate at all
three Phar-Mor locations in Nevada due to the permanent closing by
Phar-Mor of such locations in connection with Phar-Mor's
bankruptcy reorganization plan.  The decrease in route operations
revenues resulted from a combination of additional revenues
generated from new locations, net of lost revenues from terminated
locations and a decrease in revenues at existing locations.  In
1996, new locations generated revenues of approximately $4.4
million.  Terminated locations had generated revenues of $6.7
million in 1995, while revenues at existing locations decreased
$2.1 million in 1996.  

     The decrease in casino operations revenues in 1996 of
approximately $1.4 million was due principally to the decline in
Jackpot's revenues generated at Debbie's Casino.  Such decline was
due to the ceasing of Jackpot's casino operations at the location,
effective March 31, 1996, and also to a decrease in revenues for
the nine months ended March 31, 1996, versus the comparable prior
year period.  Jackpot had operated approximately 175 gaming
machines at this location.

     Costs and expenses:

     Route operations expenses in 1996 decreased $1.9 million
(from $66.3 million in 1995 to $64.4 million in 1996) and, as a
percentage of route operations revenues, route operations expenses
increased to 77.2% in 1996 from 75.5% in 1995.  The decrease of
$1.9 million was  attributable to decreases of $.8 million in
location rent expense, $.2 million in payroll costs, $.4 million
in workers' compensation costs and $.5 million in other route
operations expenses.  Route operations expenses in 1996 increased
as a percentage of route operations revenues primarily because of
the loss of the right to operate at the Phar-Mor locations, with
which route operations expenses were lower as a percentage of
route operations revenues than Jackpot's overall percentage, from
the decrease in revenues at existing fixed payment lease locations
and from the increase in location rent expense, as a percentage of
route operations revenues, attributable to revenue sharing
contracts.  In general, the costs associated with revenues
generated at new locations have been greater as a percentage of
revenues than have the costs associated with the lost revenues.

     Casino operations expenses in 1996 decreased $1.2 million
(from $7.9 million in 1995 to $6.7 million in 1996) and, as a
percentage of casino operations revenues, casino operations
expenses decreased to 87.9% in 1996 from 88.2% in 1995 due
primarily to the closing in February 1995 of operations of Water
Street Casino, Inc. dba the Post Office Casino (the "Post Office
Casino").  With respect to casino operations expenses, 1995
includes approximately $.9 million of costs and expenses incurred
by the Post Office Casino.
 
     Amortization expense in 1996 decreased $.7 million, from $2.9
million in 1995 to $2.2 million in 1996.  The decrease in
amortization expense in 1996 was primarily attributable to the
decrease in amortization expense related to the three Phar-Mor
locations.  As a result of the permanent closing of Phar-Mor's
three locations in Nevada, Jackpot wrote off all remaining lease
acquisition costs related to Phar-Mor in the fourth quarter of
1995.

     Depreciation expense in 1996 decreased $1.1 million, from
$5.4 million in 1995 to $4.3 million in 1996.  The decrease in
depreciation expense in 1996 was primarily attributable to gaming
machines acquired in connection with the purchase of a gaming
machine route business in 1992, which had become fully depreciated
in 1996.

     General and administrative expenses in 1996 decreased $1.2
million (from $5.4 million in 1995 to $4.2 million in 1996)
primarily as a result of decreases in payroll and other
compensation related costs in connection with a reduction in
personnel.

     Other income (expense):

     Other income (expense) in 1996 increased $.6 million (from
$.9 million in 1995 to $1.5 million in 1996) primarily from the
increase in the net gain on sales of certain non-operating assets
and from the increase in interest income as a result of the
increase in available cash and cash equivalents.

     Other:

     The effective tax rate in 1996 was approximately 32%, which
was slightly lower than the 33% rate in 1995 primarily because of
the increase in tax benefits from tax-exempt interest income in
1996.

     Operating income in 1996 decreased $1.9 million, from $9.0
million in 1995 to $7.1 million in 1996.  The decrease in
operating income of $1.9 million was due primarily to the  loss
from the write-down and sale of casino properties of approximately
$2.2 million previously described.

     Forward-looking statements:

     Certain information included in this Form 10-K and other
materials filed or to be filed by the Company with the Securities
and Exchange Commission contains statements that may be considered
forward-looking.  In addition, from time to time, the Company may
release or publish forward-looking statements relating to such
matters as anticipated financial performance, business prospects,
technological developments and similar matters.  The Private
Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements.  In order to comply with the terms
of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations
expressed in the Company's forward-looking statements.  The risks
and uncertainties that may affect the operations, performance,
development and results of the Company's business include, but are
not limited to, competitive pressures, the loss or nonrenewal of
any of Jackpot's significant contracts, conditioning or suspension
of any gaming license, adverse results of significant litigation
matters, possible future financial difficulties of a significant
customer and the continued growth of the gaming industry and
population in Nevada.  Readers are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of
the date thereof.  The Company assumes no obligation to update or
supplement forward-looking statements as a result of new
circumstances or subsequent events.

Item 8.   Financial Statements and Supplementary Data
          ___________________________________________

          The Financial Statements and Supplementary Data required by
          this Item 8 are set forth as indicated in Item 14(a)(1)(2).

Item 9.   Changes in and Disagreements with Accountants on 
          ________________________________________________
          Accounting and Financial Disclosure
          ___________________________________

          Not applicable.  

                              PART III

Item 10.  Directors and Executive Officers of the Registrant
          __________________________________________________

Item 11.  Executive Compensation
          ______________________

Item 12.  Security Ownership of Certain Beneficial Owners and 
          ___________________________________________________
          Management
          __________

Item 13.  Certain Relationships and Related Transactions
          ______________________________________________

          The information required by items 10, 11, 12 and 13 are
          incorporated by reference from the 1997 Proxy Statement to be
          filed with the Securities and Exchange Commission within 120
          days of the end of the fiscal year covered by this report.

                              PART IV

Item 14.            Exhibits, Financial Statement Schedules, and   
                    Reports on Form 8-K
                    ___________________

   (a) (1) and (2)  Consolidated Financial Statements and          
                    Schedules

                    For a list of the consolidated financial
                    statements and consolidated financial
                    statement schedules filed as a part of this
                    annual report on Form 10-K, see "Index to
                    Financial Statements, Supplementary Data and
                    Financial Statement Schedules" on page F-1.

   (a)(3)           The exhibits filed and incorporated by
                    reference are listed in the index of Exhibits
                    required by Item 601 of Regulation S-K at Item
                    (c) below.

   (b)              Reports on Form 8-K

                    During the last quarter of the fiscal year
                    ended June 30, 1997, Jackpot filed no reports
                    on Form 8-K.  

   (c)              Exhibits

          3.1       Articles of Incorporation of the Registrant,
                    as amended (C)
          3.2       By-laws of the Registrant, as amended (C)
          3.3       Form of Amendment to Articles of Incorporation
                    of Registrant (J)
          4.1       Stockholder Rights Agreement dated as of July
                    11, 1994 between the Registrant and
                    Continental Stock Transfer & Trust Company, as
                    Rights Agent (K)
         10.1       Employment and consulting agreement with Neil
                    Rosenstein (B), as amended (E), and as further
                    amended (F)(N)
         10.2       License agreement with Albertson's, Inc. (H)
         10.3       License agreement with Thrifty PayLess, Inc.
                    (F)
         10.4       License agreement with Safeway Stores, Inc.
                    (A)
         10.5       1990 Incentive and Nonqualified Stock Option
                    Plan (D)(N)
         10.6       Indemnification Agreement (Sample) (E)
         10.7       Salary Continuation Plan for Executives (E)(N)
         10.8       Form of Retirement Plan for Directors (F)
         10.9       Amendment No. 2 to Employment Agreement with
                    Neil Rosenstein (E)(N)
         10.10      1992 Incentive and Non-qualified Stock Option
                    Plan (G)(N)
         10.11      Form of First Amendment to Retirement Plan for
                    Directors (I)
         10.12      Employment Agreement with Don R. Kornstein
                    (L)(N)
         10.13      License agreement with American Drug Stores,
                    Inc. (M)
         10.14      License agreement with American Drug Stores,
                    Inc. (M)
         10.15      License agreement with Kmart Corporation (M)
         10.16      License agreement with Lucky Stores, Inc. (M)
         10.17      Amendments to License agreement with Thrifty
                    PayLess, Inc. (M)
         11.1       Computation of Earnings Per Common Share (M)
         21.1       List of Registrant's subsidiaries (M)
         23.1       Consent of Deloitte & Touche LLP (M)
         27.1       Financial Data Schedule (EDGAR version only)

                    (A)  Incorporated by reference to Registrant's
                         Registration Statement on Form S-2 dated
                         May 4, 1989 (Registration No. 33-27614).

                    (B)  Incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the year
                         ended June 30, 1988.

                    (C)  Incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the year
                         ended June 30, 1989.

                    (D)  Incorporated by reference to Registrant's
                         Registration Statement on Form S-3 dated
                         December 12, 1990 (Registration No. 
                         33-38210).

                    (E)  Incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the year
                         ended June 30, 1991.

                    (F)  Incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the year
                         ended June 30, 1992.

                    (G)  Incorporated by reference to Registrant's
                         1992 Proxy Statement.

                    (H)  Incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the year
                         ended June 30, 1993.

                    (I)  Incorporated by reference to Registrant's
                         Form 10-Q for the quarter ended September
                         30, 1993.

                    (J)  Incorporated by reference to Registrant's
                         1993 Proxy Statement.

                    (K)  Incorporated by reference to Registrant's
                         Form 8-A dated July 12, 1994.

                    (L)  Incorporated by reference to Registrant's
                         Form 10-Q for the quarter ended September
                         30, 1994.
                                  
                    (M)  Included herein.

                    (N)  Management contract or compensatory plan
                         or arrangement which is separately
                         identified in accordance with Item
                         14(a)(3) of Form 10-K. 

   (d)              Schedules

                    For a list of the financial statement
                    schedules filed as a part of this annual
                    report on Form 10-K, see "Index to Financial
                    Statements, Supplementary Data and Financial
                    Statement Schedules" on page F-1.


                                         SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Dated:  September 23, 1997              JACKPOT ENTERPRISES, INC.
                                              (Registrant)


                                        By: /s/ Don R. Kornstein   
                                            ____________________   
                                            Don R. Kornstein
                                            President

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.


Signature                         Title                      Date
_________                         _____                      ____

/s/ Don R. Kornstein           President, Chief        September 23, 1997
___________________________    Executive Officer     
Don R. Kornstein               and Director
                               (Principal Executive
                               Officer)               

/s/ Bob Torkar                 Senior Vice President-  September 23, 1997
___________________________    Finance,             
Bob Torkar                     Treasurer and Chief     
                               Accounting Officer
                               (Principal Financial
                               and Accounting Officer) 


/s/ Allan R. Tessler           Chairman of the Board   September 23, 1997
___________________________
Allan R. Tessler  

/s/ David R. Markin            Director                September 23, 1997
___________________________
David R. Markin

/s/ Robert L. McDonald, Sr.    Director                September 23, 1997
___________________________
Robert L. McDonald, Sr.


             JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
          INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA
                  AND FINANCIAL STATEMENT SCHEDULES
                        [ITEMS 8 AND 14(a)]

(1)  FINANCIAL STATEMENTS:

     Independent Auditors' Report

     Consolidated Balance Sheets
       June 30, 1997 and 1996

     Consolidated Statements of Income
       Years Ended June 30, 1997, 1996 and 1995

     Consolidated Statements of Stockholders' Equity
       Years Ended June 30, 1997, 1996 and 1995

     Consolidated Statements of Cash Flows
       Years Ended June 30, 1997, 1996 and 1995

     Notes to Consolidated Financial Statements   

(2)  SUPPLEMENTARY DATA:

     Quarterly Financial Information
       Years Ended June 30, 1997 and 1996

(3)  FINANCIAL STATEMENT SCHEDULES

     Financial Statement Schedules are omitted because of the
     absence of conditions under which they are required or
     because the required information is provided in the
     consolidated financial statements or notes thereto.


INDEPENDENT AUDITORS' REPORT

Jackpot Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of
Jackpot Enterprises, Inc. and subsidiaries (the "Company") as of
June 30, 1997 and 1996, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the three
years in the period ended June 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Jackpot Enterprises, Inc. and subsidiaries at June 30, 1997 and
1996, and the results of their operations and their cash flows for
each of the three years in the period ended June 30, 1997 in
conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP

Las Vegas, Nevada
August 1, 1997
<PAGE>
             JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
        CONSOLIDATED BALANCE SHEETS - JUNE 30, 1997 AND 1996
                       (Dollars in thousands)



<TABLE>

       ASSETS                              1997        1996  
       ______                            ________    ________
<S>                                      <C>         <C>

Current assets:
  Cash and cash equivalents              $ 47,945    $ 39,024
  Prepaid expenses                          1,438       1,740
  Other current assets                      1,728       3,515
                                         ________    ________
    Total current assets                   51,111      44,279
                                         ________    ________ 

Property and equipment, at cost:
  Land and buildings                        1,535       1,535
  Gaming equipment                         28,202      27,839
  Other equipment                           4,595       4,282
  Leasehold improvements                      339         336
                                         ________    ________
                                           34,671      33,992
  Less accumulated depreciation           (21,582)    (20,697)
                                         ________    ________ 
                                           13,089      13,295
Lease acquisition costs and other
  intangible assets, net of 
  accumulated amortization of 
  $6,198 and $5,142                         3,596       4,749

Goodwill, net of accumulated 
  amortization of $2,547 and
  $2,382                                    4,074       4,240

Lease and other security deposits           2,959       3,436

Other non-current assets                      438         743
                                         ________    ________

    Total assets                         $ 75,267    $ 70,742
                                         ========    ========

</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
            JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
        CONSOLIDATED BALANCE SHEETS - JUNE 30, 1997 AND 1996
             (Dollars in thousands, except share data)
                           (Concluded)




<TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY       1997        1996   
____________________________________     _______     _______
<S>                                      <C>         <C>

Current liabilities:
  Accounts payable                       $   375     $   504
  Other current liabilities                4,407       3,439
                                         _______     _______
      Total current liabilities            4,782       3,943

Deferred rent                              2,510       3,025 
Deferred income tax                          633
Other liabilities                             61         279
                                         _______     _______
      Total liabilities                    7,986       7,247
                                         _______     _______

Commitments and contingencies

Stockholders' equity:
  Preferred stock - authorized 
    1,000,000 shares of $1 par value; 
    none issued
  Common stock - authorized 
    30,000,000 shares of $.01 par
    value; 9,823,993 and 9,631,278 
    shares issued                             98          96
  Additional paid-in capital              66,033      64,129
  Retained earnings                        9,253       2,905
  Less 741,958 and 293,748 shares of 
    common stock in treasury, at cost     (8,103)     (3,635)
                                         _______     _______ 
      Total stockholders' equity          67,281      63,495
                                         _______     _______
      Total liabilities and 
        stockholders' equity             $75,267     $70,742
                                         =======     =======

</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
           JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
             YEARS ENDED JUNE 30, 1997, 1996 AND 1995
           (Dollars in thousands, except per share data)

<TABLE>

                                                 1997     1996     1995   
                                               _______  _______  _______
<S>                                            <C>      <C>      <C>
Revenues:
  Route operations                             $88,895  $83,533  $87,892
  Casino operations                              3,009    7,575    8,961
                                               _______  _______  _______
      Totals                                    91,904   91,108   96,853
                                               _______  _______  _______

Costs and expenses:
  Route operations                              69,905   64,460   66,342
  Casino operations                              2,835    6,661    7,904
  Amortization                                   1,728    2,199    2,880
  Depreciation                                   3,461    4,284    5,349
  General and administrative                     4,153    4,163    5,410
  Loss from write-down and sale
    of casino properties                                  2,247             
                                               _______  _______  _______
      Totals                                    82,082   84,014   87,885
                                               _______  _______  _______

Operating income                                 9,822    7,094    8,968
                                               _______  _______  _______
Other income (expense):
  Interest and other income                      1,546    1,538    1,053
  Interest expense                                          (22)    (146)
                                               _______  _______  _______
      Totals                                     1,546    1,516      907
                                               _______  _______  _______

Income before income tax                        11,368    8,610    9,875
                                               _______  _______  _______
Provision (credit) for
  Federal income tax:
    Current                                      3,086    2,421     (588)
    Deferred                                       438      334    3,847
                                               _______  _______  _______
      Totals                                     3,524    2,755    3,259
                                               _______  _______  _______
Net income                                     $ 7,844  $ 5,855  $ 6,616
                                               =======  =======  =======

Earnings per common share                      $   .85  $   .63  $   .72
                                               =======  =======  =======
</TABLE>
See Notes to Consolidated Financial Statements.<PAGE>
                 JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   YEARS ENDED JUNE 30, 1997, 1996 AND 1995
           (Dollars and shares in thousands, except per share data)


<TABLE>

                                                
                                       Retained     Treasury         
           Common Stock    Additional  Earnings       Stock         Total
           _____________   Paid-in   (Accumulated ______________ Stockholders'
           Shares Amount   Capital     Deficit)   Shares Amount     Equity
           ______ ______  __________ ____________ ______ _______ _____________
<S>        <C>    <C>     <C>        <C>          <C>    <C>     <C>   

Balance
July 1,
1994       9,345    $93     $64,844     $(6,796)   (125) $(1,875)  $56,266

Tax 
benefit
from
stock
options                         277                                    277
Cash
dividends 
($.32
per share)                   (2,950)                                (2,950)
Issuance
and
receipt
of
shares on
exercise
of stock                                   
options      250      3       1,764                (169)  (1,760)        7
Net                                        
income                                    6,616                      6,616
           _____    ___     _______     _______    ____  _______   _______
Balance
June 30, 
1995       9,595     96      63,935        (180)   (294)  (3,635)   60,216

Tax
benefit
from 
stock
options                          54                                     54
Cash
dividends
($.32
per share)                     (201)     (2,770)                    (2,971)
<PAGE>
Issuance
of shares
on
exercise
of stock
options       36                341                                    341
Net
income                                    5,855                      5,855
           _____    ___     _______     _______    ____  _______   _______
Balance
June 30,
1996       9,631     96      64,129       2,905    (294)  (3,635)   63,495

Tax
benefit
from 
stock
options                          48                                     48
Cash
dividends
($.16
per share)                               (1,496)                    (1,496)
Issuance
and
receipt
of
shares on
exercise
of stock 
options      193      2       1,856                (164)  (1,665)      193
Repurchase
of common
stock                                              (284)  (2,803)   (2,803)
Net
income                                    7,844                      7,844
           _____    ___     _______     _______    ____  _______   _______
Balance
June 30,
1997       9,824    $98     $66,033     $ 9,253    (742) $(8,103)  $67,281
           =====    ===     =======     =======    ====  =======   =======
</TABLE>









See Notes to Consolidated Financial Statements.
<PAGE>
                    JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED JUNE 30, 1997, 1996 AND 1995
                            (Dollars in thousands)


<TABLE>

                                                        1997    1996    1995   
                                                      _______ _______ _______
<S>                                                   <C>     <C>     <C>
Operating activities:   
  Net income                                          $ 7,844 $ 5,855 $ 6,616
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                     5,189   6,483   8,229
      Deferred Federal income tax                         438     334   3,847
      Write-down and sale of casino properties                  2,247 
      Other, net                                                 (393)   (410)
      Increase (decrease) from changes in:
        Prepaid expenses and other current assets         174     200    (384)
        Other non-current assets                          (51)     69     108
        Accounts payable and other current liabilities  1,585    (860) (1,269) 
        Deferred rent and other liabilities              (595)   (683)  1,331
        Assets and liabilities of sold subsidiary, net           (474)         
                                                      _______ _______ _______
          Net cash provided by operating activities    14,584  12,778  18,068
                                                      _______ _______ _______

Investing activities:
  Proceeds from sales of short-term investments, net                      509
  Proceeds from sales of equipment and other 
    non-current assets                                  1,625   1,390   1,053
  Purchases of property and equipment                  (3,393) (4,267) (4,044)
  Increase in lease acquisition costs and other 
    intangible assets                                    (524)   (433)   (501)
  Lease and other security deposits                       477              27
  Advances to equity investee                                          (1,498) 
  Other, net                                              258     219     124
                                                      _______ _______ _______
          Net cash used in investing activities        (1,557) (3,091) (4,330)
                                                      _______ _______ _______

Financing activities:
  Repayments of long-term debt                                   (949) (1,422)
  Proceeds from issuance of common stock                  193     341       7
  Repurchases of common stock                          (2,803)
  Dividends paid                                       (1,496) (2,971) (2,950)
                                                      _______ _______ _______
          Net cash used in financing activities        (4,106) (3,579) (4,365)
                                                      _______ _______ _______

<PAGE>
Net increase in cash and cash equivalents               8,921   6,108   9,373
Cash and cash equivalents at beginning of year         39,024  32,916  23,543
                                                      _______ _______ _______
Cash and cash equivalents at end of year              $47,945 $39,024 $32,916
                                                      ======= ======= =======

Supplemental disclosures of cash flow data:
  Cash paid during the year for:
    Interest                                          $  -    $    22 $   146
    Federal income tax                                $ 1,840 $ 1,800 $  -

Non-cash investing and financing activities:
  Common stock surrendered on exercise of 
    stock options                                     $ 1,665 $  -    $ 1,760
  Tax benefit from exercise of stock options          $    48 $    54 $   277
  Reduction of debt upon sale of other 
    non-current asset                                 $  -    $  -    $   479

</TABLE>


See Notes to Consolidated Financial Statements.























<PAGE>
           JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note  1 - Significant accounting policies and business:
  Business:
     Jackpot Enterprises, Inc., which was organized in 1980,
     conducts business in the gaming industry and generates
     revenues from gaming machine route operations and casino
     operations (see Note 3).  Gaming machine route operations
     involve the installation, operation and service of gaming
     machines owned by Jackpot that are located in licensed,
     leased or subleased space in retail stores (supermarkets,
     drug stores, merchandise stores and convenience stores), bars
     and restaurants throughout Nevada.

  Principles of consolidation:
     The accompanying consolidated financial statements include
     the accounts of Jackpot Enterprises, Inc. and its controlled
     subsidiaries ("Jackpot").  All material intercompany accounts
     and transactions are eliminated. 

  Use of estimates:
     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the amounts
     reported in the accompanying consolidated financial
     statements and notes.  Actual results could differ from those
     estimates.

  Cash equivalents:
     Cash equivalents are liquid investments with a maturity of
     three months or less when acquired and are considered cash
     equivalents for purposes of the consolidated statements of
     cash flows.  Cash equivalents are stated at cost which
     approximates fair value due to their short maturity.

  Revenue recognition:
     In accordance with industry practice, Jackpot recognizes as
     gaming revenues the net wins from gaming activities, which is
     the difference between gaming wins and losses.  Route
     operations' revenues include the net wins generated under
     revenue-sharing agreements.  Revenues from casino operations
     are gaming wins less losses.  Complimentary food and beverage
     furnished gratuitously by casino operations to customers is
     not material.  

  Location rent expense:
     Fixed rental payments (including scheduled increases) are
     recorded on a straight-line basis over the agreement term
     including any optional extension periods which are expected
     to be exercised.  Contingent payments are expensed in the
     period incurred.  Renewal agreements are considered new
     agreements and accounted for as described above over the new
     agreement term.  Revenue-sharing payments to route locations
     are recorded as location rent expense.

  Preopening costs:
     Certain costs incurred prior to and in connection with the
     opening of a casino operation are capitalized and expensed
     upon the opening of the casino.


  Depreciation of property and equipment:
     Depreciation is provided using the straight-line method for
     property and equipment, including property held for rental. 
     Estimated useful lives, limited as to leasehold improvements
     by the term of the lease, range as follows:

       Buildings              30 to 40 years
       Gaming equipment        4 to  7 years
       Other equipment         3 to  7 years
       Leasehold improvements  1 to 12 years

  Lease acquisition costs and other intangible assets:
     Significant incremental costs associated with the acquisition
     of location leases are capitalized.  Incremental costs
     capitalized and amounts allocated to lease acquisition costs
     are amortized on a straight-line basis over the term of the
     related leases, including expected renewals, which range from
     1 to 12 years.  Lease acquisition costs and other intangible
     assets include lease acquisition costs, net of accumulated
     amortization, of $3,029,000 and $3,934,000 as of June 30,
     1997 and 1996.

  Goodwill:
     Goodwill represents the excess of the costs of acquired
     businesses over the fair value of their net assets when
     acquired and is amortized on a straight-line basis over a
     period of 40 years.

  Income tax:
     A deferred tax liability or asset is recognized at each
     balance sheet date that represents the amount of tax expected
     to be payable or refundable in future years as a result of
     temporary differences between the tax bases of assets and
     liabilities and their financial reporting amounts, using
     current tax rates and laws.  The deferred portion of the tax
     provision or benefit is the result of changes in the net
     deferred tax asset or liability for the period.

  Earnings per common share:
     Earnings per common share are computed by dividing net income
     by the weighted average number of common shares outstanding. 
     Stock options and warrants have been excluded from the
     computations in 1997, 1996 and 1995 because they had no
     effect on earnings per common share.  The weighted average
     number of common shares outstanding was 9,237,000, 9,307,000
     and 9,235,000 in 1997, 1996 and 1995.

  Recently issued accounting standards:
     In March 1995, the Financial Accounting Standards Board (the
     "FASB") issued Statement of Financial Accounting Standards
     No. 121, "Accounting for the Impairment of Long-Lived Assets
     and for Long-Lived Assets to Be Disposed Of" ("SFAS 121"),
     which is effective for fiscal years beginning after December
     15, 1995.  SFAS 121 requires that long-lived assets and
     certain identifiable intangible assets to be held and used by
     an entity be reviewed for impairment whenever events or
     changes in circumstances indicate that the carrying amount
     may not be recoverable.  The adoption of SFAS 121, which was
     effective July 1, 1996, had no effect on the consolidated
     financial statements.

     In February 1997, the FASB issued Statement of Financial
     Accounting Standards No. 128, "Earnings per Share" ("SFAS
     128"), which is effective for periods, including interim
     periods, ending after December 15, 1997.  Earlier adoption of
     the statement is not permitted.  SFAS 128 establishes
     standards for computing and presenting earnings per share
     ("EPS"), including the replacement of the presentation of
     primary EPS with the presentation of basic EPS, as defined. 
     Upon adoption of SFAS 128, all prior-period EPS data
     presented shall be restated to conform with the provisions of
     the statement.  As required by SFAS 128, Jackpot will adopt
     this statement for the three month period ending December 31,
     1997.  Management believes that the implementation of SFAS
     128 will not have a significant impact on EPS.

     In February 1997, the FASB issued Statement of Financial
     Accounting Standards No. 129, "Disclosure of Information
     about Capital Structure" ("SFAS 129"), which is effective for
     periods ending after December 15, 1997.  SFAS 129 establishes
     standards for disclosing information about an entity's
     capital structure.  Management intends to comply with the
     disclosure requirements of this statement.

     In June 1997, the FASB issued Statement of Financial
     Accounting Standards No. 130, "Reporting Comprehensive
     Income" ("SFAS 130"), which is effective for fiscal years
     beginning after December 15, 1997.  SFAS 130 requires
     companies to classify items of other comprehensive income by
     their nature in a financial statement and display the
     accumulated balance of other comprehensive income separately
     from retained earnings and additional paid-in capital in the
     equity section of a statement of financial position. 
     Management does not believe this statement will have a
     material impact on the consolidated financial statements.

     In June 1997, the FASB issued Statement of Financial
     Accounting Standards No. 131, "Disclosure About Segments of
     an Enterprise and Related Information" ("SFAS 131"), which is
     effective for fiscal years beginning after December 15, 1997. 
     SFAS 131 establishes additional standards for segment
     reporting in the financial statements.  Management has not
     determined the extent of the disclosure required by SFAS 131.

Note  2 - Cash and cash equivalents:
     Cash equivalents are comprised primarily of marketable
     municipal bonds and money market accounts.  Cash and cash
     equivalents include cash equivalents of $34,499,000 and
     $29,716,000 at June 30, 1997 and 1996.

Note 3 - Casino operations:
     On August 13, 1996, Jackpot's Board of Directors (the "Board") 
     approved a plan to dispose of Jackpot Owl, Inc. (the "Owl Club") 
     and Jackpot's Highway 93 Casino, Inc. (the "Pony Express
     Casino"), Jackpot's two remaining casinos, as part of
     its strategy to exit its casino operations.  This
     decision was reached after considering that these casino
     operations generated unacceptably low returns on capital,
     possessed limited growth prospects and commanded a
     disproportionately high amount of management time.  Jackpot
     continues to market such properties for sale.  However,
     unless Jackpot is able to enter into agreements for the sale
     of these properties, on terms acceptable to Jackpot, no
     assurance can be given that such disposals will occur.

     The Owl Club, as of June 30, 1997, operated 90 gaming
     machines and two live table games in Battle Mountain, Nevada. 
     The Owl Club also has a beverage operation incident to the
     conduct of gaming activities, a restaurant operation and an
     eighteen room motel.  Jackpot owns the land and buildings
     used in the Owl Club's casino and motel operations.  Jackpot
     manages the operations of the Pony Express Casino in Jackpot,
     Nevada under a five-year space lease agreement, which Jackpot
     may terminate after September 15, 1997 upon fifteen days
     written notice to the lessor.  As of June 30, 1997, Jackpot
     operated 94 gaming machines at this location.  

     Prior to the Board's approval to dispose of Jackpot's
     remaining two casinos, Jackpot sold its 88.9% interest in
     Jackpot City, Inc. (the "Nugget"), a casino operation located
     in Reno, Nevada, effective June 30, 1996.  As a result of
     Jackpot's decision to dispose of its two remaining casinos
     and the sale of the Nugget, a charge of $2,247,000 was
     recorded in the fourth quarter of fiscal 1996, which
     consisted primarily of the write-down to fair value of
     $1,978,000 for certain long-lived assets of the Owl Club,
     including the remaining carrying value of $858,000 for
     goodwill.  As of June 30, 1997, the carrying value of assets
     to be disposed of associated with the Owl Club and the Pony
     Express Casino was approximately $1,500,000.  The results of
     operations of the Owl Club and the Pony Express Casino were
     not material in 1997, 1996 and 1995.

Note 4 - Other current liabilities:
     Other current liabilities consist of the following (dollars
     in thousands):

<TABLE>
                                             June 30,      
                                         ________________
                                          1997      1996 
                                         ______    ______ 
       <S>                               <C>       <C>
       
       Accrued employee benefits         $1,740    $1,733
       Accrued professional fees            468       244
       Accrued progressive jackpots         528       454
       Federal income tax payable           362
       Accrued rent                         258       283
       Other                              1,051       725
                                         ______    ______
         Totals                          $4,407    $3,439
                                         ======    ======
</TABLE>

Note 5 - Stockholders' equity:
  Preferred stock purchase rights:
     In June 1994, the Board approved a Stockholder Rights Plan
     and on July 11, 1994, declared a dividend distribution of 
     one Preferred Stock purchase right (the "Rights") payable 
     on each outstanding share of common stock, as of July 15, 1994.  
     On July 15, 1994, there were approximately 9,220,000 Rights to 
     purchase Series A Junior Preferred Stock outstanding.

     The Rights become exercisable only in the event, with certain
     exceptions, an acquiring party accumulates 15% or more of
     Jackpot's voting stock, or if a party announces an offer to
     acquire 30% or more of Jackpot's voting stock.  The Rights
     expire on July 15, 2004.  Each Right will entitle the holder
     to purchase one-hundredth of a share of a Series A Junior
     Preferred Stock at a price of $30.  In addition, upon the
     occurrence of certain events, holders of the Rights will be
     entitled to purchase either Jackpot's Preferred Stock or
     shares in an "acquiring entity" at half of market value.
  
     The Rights may be redeemed by Jackpot at $.01 per Right prior
     to the close of business on the tenth day after a public
     announcement that beneficial ownership of 15% or more of
     Jackpot's shares of voting stock has been accumulated by a
     single acquiror or a group (with certain exceptions), under
     circumstances set forth in the Rights Agreement.  At June 30,
     1997 and 1996, 150,000 shares of Series A Junior Preferred
     Stock were authorized, but unissued, and were reserved for
     issuance upon exercise of the Rights.  The issuance of the
     Rights did not have a dilutive effect on earnings per share
     in 1997, 1996 and 1995.
 
  Stock option plans:
     On December 7, 1990, Jackpot's stockholders approved the 1990
     Incentive and Nonqualified Stock Option Plan (the "1990
     Plan"), which became retroactively effective on June 27,
     1990.  Under the 1990 Plan, the Board may grant "incentive"
     or "nonqualified" stock options up to 929,846 shares of
     Jackpot's common stock (the "Common Stock").  On September
     30, 1992, the Board adopted the 1992 Incentive and Non-
     qualified Stock Option Plan (the "1992 Plan"), which was
     approved by Jackpot's stockholders on January 12, 1993.  The
     1992 Plan is administered by a committee of the Board (the
     "Committee").  On August 17, 1994, the Board adopted certain
     amendments (the "Amendments") to the 1992 Plan which were
     approved by Jackpot's stockholders on January 10, 1995.  The
     Amendments increased the number of shares of Common Stock
     authorized for issuance pursuant to the 1992 Plan from
     1,045,000 shares to 2,545,000.

     The 1992 Plan provides that each individual who is a member
     of the Board on June 30 of any year, including any future
     director on any such date, will automatically be granted
     nonqualified stock options to purchase 27,500 shares of
     Common Stock on each such June 30.  The option price for each
     June 30 grant will be 100% of the fair market value of the
     Common Stock on the following September 30.  Each option
     granted to a director will become exercisable after September
     30 of each year, and expire five years from the date of
     grant.  The exercise price of the June 30, 1997 option grants
     will be determined September 30, 1997, at which time the
     options become exercisable.  At June 30, 1997, options
     granted to Jackpot's directors to purchase an aggregate of
     577,500 shares of Common Stock were outstanding, of which
     467,500 were exercisable.

     The 1990 Plan and 1992 Plan terminate on the earlier of (i)
     when all shares subject to the 1990 Plan and 1992 Plan have
     been issued pursuant to the exercise of options granted under
     the 1990 Plan and 1992 Plan, or (ii) June 26, 2000 and
     September 30, 2002, respectively, or on such earlier date as
     the Board or the Committee may determine.  Any option
     outstanding at the respective Plan termination date remains
     outstanding until it has either expired or has been
     exercised.
 
     Changes in options outstanding under the stock option plans
     are summarized below (shares in thousands):
<TABLE>     
                                                                   
                            Number of Shares          
                            ________________        Per Share
                       Incentive   Nonqualified   Exercise Price   
                      _________   ____________   _________________ 
    <S>               <C>         <C>            <C>
     Outstanding at             
     July 1, 1994         33          1,336      $ 5.79 to $20.88
       Automatic grant
       to directors                     110      $10.75
         Other grants                   872      $ 8.50 to $ 9.25
         Exercised                     (155)     $ 6.10 to $ 8.50
         Canceled         (2)          (525)     $ 5.79 to $20.88
                         ___          _____
     Outstanding at 
     June 30, 1995        31          1,638      $ 6.10 to $20.88
       Automatic grant 
       to directors                     110      $10.00
         Exercised        (4)           (36)     $ 6.10 to $11.63
         Canceled        (18)           (51)     $ 6.10 to $11.63
                         ___          _____      
     Outstanding at 
     June 30, 1996         9          1,661      $ 6.10 to $20.88
       Automatic grant   
       to directors                     110      (A)
         Other grants                    20      $11.00
         Exercised        (3)          (190)     $ 8.50 to $10.75
         Canceled         (6)           (21)     $ 6.10 to $11.63
                         ___          _____     
     Outstanding at
     June 30, 1997         0          1,580      $ 8.50 to $20.88
                         ===          =====
         (1,217 shares
          exercisable)
</TABLE>

    (A) To be determined on September 30, 1997.

  Other nonqualified stock options:
     The Board has granted other nonqualified stock options to
     directors, certain officers, other employees and advisors at
     exercise prices equal to or greater than the fair market value
     of the underlying shares at the date of grant.  Generally,
     options become exercisable immediately and expire no later
     than five years from the date of grant.  

     Changes in other nonqualified stock options are summarized
     below (shares in thousands):
<TABLE>

                                     Number       Per Share
                                    of Shares   Exercise Price  
                                    _________   ________________
     <S>                            <C>         <C>

     Outstanding at July 1, 1994     1,078      $ 6.28 to $20.91
       Exercised                       (95)     $ 6.28
       Canceled                       (554)     $10.87 to $20.91
                                     _____   
     Outstanding at June 30, 1995      429      $ 9.19 to $15.00
       Transactions                      - 
                                     _____
     Outstanding at June 30, 1996      429      $ 9.19 to $15.00
       Canceled                        (50)     $15.00
                                     _____
     Outstanding and exercisable
       at June 30, 1997                379      $ 9.19 to $10.63
                                     =====
</TABLE>
 
  Accounting for stock-based compensation:
     In October 1995, the FASB issued Statement of Financial
     Accounting Standards No. 123, "Accounting for Stock-Based
     Compensation" ("SFAS 123"), which is effective for fiscal
     years beginning after December 15, 1995.  Although SFAS 123
     encourages an entity to measure compensation by applying the
     fair value method of accounting for employee stock-based
     compensation arrangements, it permits an entity to continue to
     account for employee stock-based compensation arrangements
     under the provisions of Accounting Principles Board Opinion 25
     ("APB 25"). 

     Jackpot has elected to continue to account for stock-based
     compensation in accordance with APB 25.  Under APB 25,
     generally only stock options that have intrinsic value at the
     date of grant are considered compensatory.  Intrinsic value
     represents the excess, if any, of the market price of the
     stock at the grant date over the exercise price of the option. 
     Under SFAS 123, all stock option grants are considered
     compensatory.  Compensation cost is measured at the date of
     grant based on the estimated fair value of the options
     determined using an option pricing model.  The model takes
     into account the stock price at the grant date, the exercise
     price, the expected life of the option, the volatility of the
     stock, expected dividends on the stock and the risk-free
     interest rate over the expected life of the option.

     The following table discloses Jackpot's pro forma net
     income and net income per share for 1997 and 1996 assuming
     compensation cost for employee stock options had been
     determined using the fair value-based method prescribed by
     SFAS 123.  The table also discloses the weighted average
     assumptions used in estimating the fair value of each option
     grant on the date of grant using the Black-Scholes option
     pricing model, and the estimated weighted average fair value
     of the options granted.  The model assumes no expected future
     dividend payments on Jackpot's Common Stock for the
     options granted in both 1997 and 1996 (dollars in thousands,
     except per share data):
<TABLE>

                                                1997        1996  
                                               ______      ______
                 <S>                           <C>         <C>
                 Net income:
                   As reported                 $7,844      $5,855
                   Pro forma                    7,571       5,855

                 Net income per share:
                   As reported                 $  .85      $  .63
                   Pro forma                      .82         .63

                 Weighted average assumptions:
                   Expected stock price
                     volatility                  35.0%       39.1%
                   Risk-free interest rate        6.1%        6.2%
                   Expected option lives
                     (in years)                   2.5         2.5
                   Estimated fair value of 
                     options granted           $ 3.18      $ 3.04

</TABLE>
     Because the accounting method prescribed by SFAS 123 is not
     applicable to options granted prior to July 1, 1995, the
     compensation cost reflected in the pro forma amounts shown
     above may not be representative of that to be expected in
     future years.

  Shares reserved for issuance:
     Shares of Common Stock were reserved for the exercise of the
     following (in thousands):
 <TABLE>
                                                    June 30,
                                               ________________
                                                1997       1996  
                                               _____      _____
                 <S>                           <C>        <C>
                 Stock option plans:
                   Outstanding                 1,580      1,670
                   Available for grant           956      1,074
                 Other nonqualified 
                   stock options                 379        429
                                               _____      _____
                     Totals                    2,915      3,173
                                               =====      =====
</TABLE>

  Common stock in treasury:
     In 1997, Jackpot purchased 283,771 shares of its Common Stock
     at the market price on the date of purchase for a total cost
     of approximately $2,803,000, or an average of $9.88 per share. 
     Such purchases include 55,174 shares acquired from American
     Country Insurance Company for approximately $545,000 (the
     market price on the date of purchase).  Two directors of
     Jackpot were directors and indirect beneficial owners of an
     aggregate of more than 51% of the common stock of such
     insurance company at the time of such purchase.

Note 6 - Related party transactions:
     One director of Jackpot is a partner in a law firm that has
     provided various legal services for which Jackpot incurred
     legal fees aggregating approximately $179,000, $110,000 and
     $163,000 in 1997, 1996 and 1995.  Also, see Note 5.

Note 7 - Commitments and contingencies: 
  Leases:
     Jackpot has noncancelable location license, lease and sublease
     agreements (referred to as "leases") for space at various
     locations for its gaming machines with terms expiring at
     various dates through 2004. Leases are generally at fixed
     rentals, although certain leases require payments based on
     percentages of revenues generated by gaming machines at the
     leased locations.  In addition, office and warehouse space is
     utilized under noncancelable leases with terms expiring at
     various dates through 2006.  

     In 1997, Jackpot entered into four agreements for long-
     term contract extensions which became effective July 1, 1997. 
     Each agreement provides Jackpot the continued right to operate
     at certain existing locations and future locations, if any, of
     such customers.  Presently, these agreements involve the
     operation of approximately 1,174 gaming machines in 76
     locations.

     Future minimum payments (dollars in thousands) under such
     noncancelable operating leases or licenses, including the
     agreements mentioned above, aggregated approximately $168,595
     at June 30, 1997, payable as follows:  $32,614 in 1998;
     $32,943 in 1999; $25,658 in 2000; $25,819 in 2001; $25,816 in
     2002; and $25,745 thereafter.

     Rent expense was comprised as follows (dollars in thousands):

<TABLE>
                                        1997     1996     1995   
                                       _______  _______  _______
     <S>                               <C>      <C>      <C>
     Location leases:
       Fixed rentals                   $28,125  $25,633  $24,986
       Percentage rentals               19,994   20,243   21,920
     Office and equipment leases           453      452      472
                                       _______  _______  _______
         Totals                        $48,572  $46,328  $47,378
                                       =======  =======  =======
</TABLE>

  Employment and severance agreements:
     Jackpot has an employment agreement with Don R. Kornstein,
     President, Chief Executive Officer and Director which
     currently expires on September 30, 2000.  The agreement is
     automatically extended for additional one year periods on each
     October 1 unless, not later than March 31, immediately
     preceding each October 1, notice is given by Jackpot or Mr.
     Kornstein.

     Mr. Kornstein's employment agreement provides for an annual
     bonus based on various percentages of certain amounts by which
     earnings before interest, taxes, depreciation, amortization
     and certain other items, as defined in the agreement, exceed
     certain levels for such fiscal year.  Mr. Kornstein's bonus
     was $169,000, $205,000 and $220,000 in 1997, 1996 and 1995. 
     The aggregate commitment for future salaries at June 30, 1997,
     excluding bonuses, under Mr. Kornstein's agreement is
     approximately $2,356,000.  In the event of termination of Mr.
     Kornstein's employment, as defined in the employment
     agreement, Mr. Kornstein, or his beneficiary, would receive a
     severance payment.  The aggregate contingent liability at June
     30, 1997 under Jackpot's employment and severance agreements
     is approximately $2,900,000.

  Financial instruments with concentration of credit risk:
     The financial instruments that potentially subject Jackpot to
     concentrations of credit risk consist principally of cash,
     cash equivalents, certain receivables and lease and other
     security deposits.  Jackpot maintains cash and certain cash
     equivalents with financial institutions in amounts, which at
     times may be in excess of the FDIC insurance limits. 
     Jackpot's cash equivalents are invested in several high-grade
     securities which limits Jackpot's exposure to concentrations
     of credit risk.

     A substantial portion of Jackpot's business activity is with
     customers who frequent retail stores (supermarkets,
     drugstores, merchandise stores and convenience stores) in
     Nevada.  Generally, Jackpot leases space in stores which are
     part of a large chain of stores.  At June 30, 1997, Jackpot
     had unsecured lease and other security deposits of $2,959,000
     held primarily by two publicly-held chain stores.

  Legal matters:
     On August 17, 1992, Phar-Mor, Inc. ("Phar-Mor"), a large chain
     store, announced that it had filed for protection under
     Chapter 11 of the U.S. Bankruptcy Code.  Jackpot had operated
     51 gaming machines at three Phar-Mor store locations in Nevada
     under a license agreement dated February 10, 1990 (the
     "Original Agreement").  Under the Original Agreement, Jackpot
     made certain advances to Phar-Mor.  Thereafter, Jackpot and
     Phar-Mor, subject to bankruptcy court approval, entered into
     an amended license agreement, dated January 1, 1993 (the
     "Amended Agreement").  If the Amended Agreement were to become
     final, Jackpot would receive credits for certain prepaid sums
     but would be required to pay certain additional obligations.

     On May 12, 1995, Phar-Mor announced the closing of 41 stores,
     including its three stores in Nevada.  On May 24, 1995 Jackpot
     notified Phar-Mor that it was in default under (i) the
     Original Agreement, and (ii) the Amended Agreement to the
     extent applicable.  Jackpot has taken the position that the
     Amended Agreement has not become operative and has not
     replaced the Original Agreement.  Jackpot has claimed monetary
     damages in excess of several millions of dollars resulting
     from Phar-Mor's alleged default, consisting of, but not
     limited to certain refundable monies, prepaid license fees,
     lost profits and other consequential and incidental damages.

     On July 25, 1995, Phar-Mor notified Jackpot that it disagreed
     with Jackpot's position that Phar-Mor has defaulted under the
     terms of either the Original Agreement or the Amended
     Agreement.  Phar-Mor maintains that the Amended Agreement is
     the operative agreement and is seeking to enforce its rights
     thereunder.  On or about March 7, 1996, Phar-Mor filed a
     lawsuit against Jackpot in the United States Bankruptcy Court
     for the Northern District of Ohio, claiming it is owed
     approximately $1 million under the Amended Agreement.  Jackpot
     has filed an answer and counterclaim reflecting its position
     that under the Original Agreement Jackpot is owed in excess of
     $3 million.  All discovery has been completed and the parties
     have filed cross motions for summary judgment.  The Court has
     not yet ruled upon such motions.  Jackpot, based upon
     discussions with counsel, does not believe it is probable that
     Phar-Mor will prevail in this matter.  If Phar-Mor were to
     prevail and the Amended Agreement is determined to be the
     operative agreement, Jackpot could be liable for certain
     obligations under the Amended Agreement up to approximately $1
     million.  If Jackpot were to prevail, it would become an
     unsecured creditor with respect to its claims against Phar-Mor
     which exceed $3 million. 

     As a result of Phar-Mor's announcement, Jackpot wrote-off all
     remaining costs related to lease deposits, prepaid rent and
     other lease connected expenditures for Phar-Mor and adjusted
     certain amounts due Phar-Mor pursuant to terms of the Original
     Agreement in the fourth quarter of fiscal 1995.  The write-
     down of the above mentioned assets, net of certain liability
     adjustments did not have a material effect on Jackpot's
     financial position or its fiscal 1995 results of operations.

     Jackpot is a party to various other claims, legal actions and
     complaints arising in the ordinary course of business or
     asserted by way of defense or counterclaim in actions filed by
     Jackpot.  Management believes that its defenses are
     substantial in each of these matters and that Jackpot's legal
     position can be successfully defended without material adverse
     effect on its consolidated financial statements.

Note 8 - Revenues derived from major locations:
     Gaming machine operations at two groups of affiliated store
     chains in 1997, 1996 and 1995 accounted for more than 10% of
     Jackpot's total  revenues.  Revenues for Jackpot's top two
     affiliated store chains were approximately $27,000,000 and
     $15,000,000, respectively, in 1997, $23,000,000 and
     $12,000,000, respectively in 1996, $22,000,000 and $12,000,000, 
     respectively in 1995.  Each individual store chain included
     in an affiliated group of store chains has a separate lease
     with Jackpot.  

Note 9 - Federal income tax:
     A reconciliation of the Federal statutory income tax rate to
     the effective income tax rate based on income before income
     tax follows: 



<TABLE>
                                           1997   1996   1995
                                           ____   ____   ____
     <S>                                   <C>    <C>    <C>

     Statutory rate                        35.0%  35.0%  35.0%
     Increase (decrease) in
       tax resulting from:
     Surtax exemption                      (1.0)  (1.0)  (1.0)
     Tax-exempt interest                   (3.7)  (4.0)  (2.6)
     Amortization of goodwill               0.4    0.7    0.6
     Other, net                             0.3    1.3    1.0
                                           ____   ____   ____

     Effective rate                        31.0%  32.0%  33.0%
                                           ====   ====   ====
</TABLE>

     The tax items comprising Jackpot's net deferred tax asset
     (liability) as of June 30, 1997, 1996 and 1995 are as follows
     (dollars in thousands):


<TABLE>


                                            1997    1996    1995 
                                           ______  ______  ______
     <S>                                   <C>     <C>     <C>
     Deferred tax assets:
       Write-down of assets                $  381  $  381  $  105
       Deferred rent                          854   1,041   1,205
       Other accrued liabilities              520     556     646
       Retirement plans                         9      73     663
       Other                                   98      75     293
                                           ______  ______  ______
          Totals                            1,862   2,126   2,912
                                           ______  ______  ______

     Deferred tax liabilities:  
       Difference between book and tax 
         basis of property                    987     527     842
       Economic performance accruals          481     491     500
       Other                                1,027     676     804
                                           ______  ______  ______
          Totals                            2,495   1,694   2,146
                                           ______  ______  ______
     Net deferred tax asset (liability)    $ (633) $  432  $  766
                                           ======  ======  ======
</TABLE>

     Jackpot realized tax benefits of $48,000, $54,000 and $277,000
     in 1997, 1996 and 1995 as a result of the exercise of certain
     incentive and nonqualified stock options.  The tax benefits
     have been reflected as a decrease in current income tax
     payable and an increase in additional paid-in capital.

Note  10 - Benefit plans:
     Jackpot terminated a deferred profit sharing plan (the "Profit
     Sharing Plan"), effective March 31, 1996.  Contributions to
     the Profit Sharing Plan, which covered substantially all
     employees, were at the discretion of the Board, subject to
     limitations based on profits as specified in the Profit
     Sharing Plan.  The Profit Sharing Plan expense in 1995 was
     $100,000.  The Profit Sharing Plan had no expense in 1997 and
     1996. 

     On May 14, 1996, Jackpot terminated the Jackpot Retirement
     Plan for Directors, as amended (the "Retirement Plan").  In
     consideration for the termination of the Retirement Plan,
     three directors received a lump sum distribution of accrued
     benefits in an aggregate amount of $1,485,000 ($495,000 each)
     in May 1996.  Pursuant to the terms of the Retirement Plan,
     the amount of each director's distribution was equal to the
     aggregate of the annual base retainer paid to the respective
     director for years of service on the Board, including service
     prior to the implementation of the Retirement Plan on October
     1, 1990, except for certain years that the directors waived
     such benefit.  Interest was added to the accounts of each
     director quarterly, using the one-year Treasury bill rate.

     The funding of the accrued benefits under the Retirement Plan
     was made from a restricted trust.  The amount of the
     distributions approximated the fair value of the investments
     in the trust.  As a result of the termination of the
     Retirement Plan and the lump sum distributions in May 1996,
     there is no remaining obligations or liability under the
     Retirement Plan.

     On August 13, 1996, the Board approved the termination of the
     Salary Continuation Plan for Executives (the "Continuation
     Plan").  The Continuation Plan provides certain senior
     executives with a retirement benefit, which is based on
     compensation, to be paid over a period of up to 15 years
     beginning at normal retirement age.  The Continuation Plan
     requires certain vesting periods and allows reduced benefits
     at certain early retirement ages and pre-retirement survivors'
     benefits.   The Continuation Plan was unfunded at June 30,
     1997 and 1996.  The Company has entered into settlement
     agreements with substantially all of the individuals covered
     under the Continuation Plan.  The accumulated and projected
     benefit obligations for the remaining executives covered under
     the Continuation Plan is not material at June 30, 1997.

     The Board waived current service benefits that would have
     accrued in 1997, 1996 and 1995 pursuant to the Retirement Plan
     and the Continuation Plan, other than the interest earned on
     accrued benefits.  The Retirement Plan and the Continuation
     Plan, both defined benefit plans, had no plan assets. 
     Interest cost on accrued benefits is included in general and
     administrative costs and expenses and the amortization of
     unrecognized prior service cost is included in amortization
     expense in the accompanying consolidated statements of income. 
     The unrecognized prior service cost has been fully amortized
     at June 30, 1996.  The accrued pension liability under the
     Continuation Plan was $279,000 at June 30, 1996 and was not
     material at June 30, 1997.  The pension expense for Jackpot's
     defined benefit plans for 1997, 1996 and 1995 includes the
     following components (dollars in thousands):

<TABLE>
                                             1997   1996   1995
                                             ____   ____   ____     
     <S>                                     <C>    <C>    <C>  

     Amortization of prior service cost      $  -   $253   $240
     Interest cost on accrued benefits          -     69     83
                                             ____   ____   ____
     Net pension expense                     $  -   $322   $323
                                             ====   ====   ====
</TABLE>
             JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
                  QUARTERLY FINANCIAL INFORMATION
                 YEARS ENDED JUNE 30, 1997 AND 1996
             (Dollars in thousands, except per share data)
                            (Unaudited)


    Summarized quarterly financial information for 1997 and 1996    
    follows:

<TABLE>
                                          Quarter       
                               _______________________________      

                                First   Second  Third  Fourth
                               _______ _______ _______ _______ 
<S>                            <C>     <C>     <C>     <C>
       1997
       ____

Revenues                       $21,955 $22,560 $22,947 $24,442   

Gross operating income (A)       3,050   3,521   3,553   4,435

Income before income tax         2,279   2,810   2,856   3,423

Net income                       1,573   1,938   1,971   2,362

Earnings per share:
  Primary                          .17     .21     .21     .26
  Fully diluted                    .17     .21     .21     .26

       1996
       ____

Revenues                       $22,801 $22,384 $22,846 $23,077

Gross operating income (A)       3,692   3,718   3,432   3,603

Income before income tax         2,650   2,752   2,708     500 (B)

Net income                       1,802   1,871   1,842     340

Earnings per share:
  Primary                          .19     .20     .20     .04
  Fully diluted                    .19     .20     .20     .04


(A)  Gross operating income is revenues less route and casino
     operations' costs and expenses, deprecation associated with
     route and casino operations and amortization associated with
     lease acquisition costs.

(B)  Includes a charge of $2.2 million from the write-down and sale
     of certain casino properties.  See Note 3 of Notes
     to Consolidated Financial Statements.
</TABLE>