SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-K

XAnnual  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of  1934 For Fiscal Year Ended December 31, 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  No.  0-20712.

                              CASINO MAGIC CORP.

            (Exact name of Registrant as specified in its charter)

     Minnesota          64-0817483
     (State  or  other  jurisdiction  of          (I.R.S.  Employer
     incorporation  or  organization)          Identification  Number)

             711 Casino Magic Drive, Bay Saint Louis, MS    39520
            (Address of principal executive offices)     (Zip Code)

      Registrant's telephone number, including area code: (601) 467-9257

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

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

                                 Common Stock
                               (Title of Class)

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

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  [    ]

The  aggregate  market value of the voting stock held by non-affiliates of the
Registrant  was $57,911,544 as of March 25, 1998.  As of the close of business
March  25, 1998, there were 35,722,124 shares of the Registrant's common stock
outstanding.

<PAGE>
DOCUMENTS  INCORPORATED  BY  REFERENCE

The  following  documents  are  incorporated  herein  by  reference:

The  discussions  under  the  sections  captioned  ELECTION  OF  DIRECTORS,"
"EXECUTIVE  COMPENSATION," "CERTAIN TRANSACTIONS" and "PRINCIPAL SHAREHOLDERS"
to be included in the Registrant's definitive proxy statement to be filed with
the  Securities  and  Exchange  Commission  and  delivered to the Registrant's
shareholders  pursuant  to  Regulation  14A  promulgated  under the Securities
Exchange  Act of 1934, with respect to the 1998 annual meeting of shareholders
of  the Registrant are incorporated herein in response to Items 10, 11, 12 and
13  of  Part  III  hereof,  respectively.












































                                      ii

<PAGE>
                                     INDEX
     Page
                                    PART I
Item  1.          -  BUSINESS          1
Item  2.          -  PROPERTIES          12
Item  3.          -  LEGAL  PROCEEDINGS          15
Item  4.          - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     16
                                    PART II
Item  5.          -  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
     STOCKHOLDER  MATTERS          16
Item  6.          -  SELECTED  FINANCIAL  DATA          17
Item  7.          -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
     CONDITION  AND  RESULTS  OF  OPERATIONS          18
Item  8.          -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA        23
Item  9.          -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
     ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE          23
                                   PART III
Items  10,  11,  12 and 13 ARE INCORPORATED BY REFERENCE TO THE COMPANY'S 1997
     DEFINITIVE  PROXY  STATEMENT          23
                                    PART IV
Item  14          -  EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON
     FORM  8-K          23
CONSOLIDATED  FINANCIAL  STATEMENTS          F-1
EXHIBITS
















                                      iii

<PAGE>
                                    PART I.
ITEM  1.          BUSINESS
GENERAL
Casino  Magic  Corp., through its wholly owned subsidiaries, owns and operates
two  dockside    casinos on the Mississippi Gulf Coast  in Bay Saint Louis and
Biloxi,  Mississippi,  and one dockside casino in Bossier City, Louisiana.  In
addition to its  United States operations, Casino Magic Corp. operates and has
a  51%  ownership  in  two  casinos  in  Neuqu  n and San Martin de los Andes,
Argentina.
The  following is a tabulation of the Company's operating casino properties at
December  31,  1997:
<TABLE>
<CAPTION>



                   Date     Casino
                 Commenced  Square     Slot    Table  Hotel
Property         Business   Footage  Machines  Games  Rooms
---------------  ---------  -------  --------  -----  ------
<S>              <C>        <C>      <C>       <C>    <C>
Bay Saint Louis       9/92   39,500     1,115     43    201
Biloxi                6/93   47,700     1,196     36  387(1)
Bossier City         10/96   30,000     1,004     40     --
Argentina             1/95   29,500       473     56     --
                            -------  --------  -----  ------
Total                       146,700     3,788    175    588
                            =======  ========  =====  ======
<FN>

(1)     A 387 room hotel at the Company's gaming casino in Biloxi is scheduled
to  open  during  the  second  quarter  of  1998.
</TABLE>


Unless  the context requires otherwise, reference in this Annual Report to the
"Company"  means  Casino  Magic  Corp.  and  its  relevant  subsidiaries,  and
reference  to  "Casino  Magic"  means  Casino  Magic  Corp.   Casino Magic was
incorporated  under the laws of the State of Minnesota on April 17, 1992.  The
Company's  principal  executive  and administrative offices are located at 711
Casino  Magic  Drive,  Bay  Saint  Louis,  Mississippi  39520.   The Company's
telephone  number  is  (228)  467-9257.
INDUSTRY  BACKGROUND
Until  approximately  1988,  legalized  casino gaming in the United States was
restricted substantially to the State of Nevada and the City of Atlantic City,
New  Jersey.    Since then, legalized casino gaming has significantly expanded
throughout  the  United  States.    Numerous  states  have  legalized  either
land-based,  riverboat  or dockside gaming, sponsor lotteries, and sponsor the
use  of  video poker, video blackjack, or video lottery machines in connection
with  their  lotteries.  In  addition, since the passage of 1988 Indian Gaming
Regulatory  Act,  a  significant  number  of North American Indian tribes have
established  gaming  on  Indian reservations. The expansion of gaming has also
occurred  in  countries  other  than  the  United  States. Numerous countries,
including Argentina, have either adopted laws which permit gaming, or expanded
such  legislation  to  allow  private  enterprises  to  operate  casinos.
Riverboat  gaming  is  conducted on vessels which by law are required to leave
their mooring and cruise during gaming operations.  The laws generally require
cruises  to  be of a certain duration, and will permit dockside gaming shortly
preceding  and  following  the  cruise  period.  While dockside gaming must be
conducted  on a vessel in a body of water, the vessel is not required to leave
its  moorings,  and  customers  may  come and go at will.  Dockside gaming was
authorized in Mississippi in June 1990, but gaming operations did not commence
until August 1992. Riverboat and dockside gaming was legalized in Louisiana in
1991,  but  gaming  operations did not begin until September 1993. Some states
limit  the amount that a gaming customer may bet or lose, which is referred to
as  "limited  stakes  gaming," and prohibit the issuance of house credit.  The
gaming  laws  of  Mississippi  and  Louisiana  permit 24-hour unlimited stakes
gaming,  and  permit  the  issuance  of  house  credit.
FINANCIAL  INFORMATION  REGARDING  Casinos
See  "Item  6.-SELECTED  FINANCIAL  DATA,"  and the Consolidated Statements of
Operations,  page  F-3  in  the  1997  Financial  Statements.
OPERATIONS
THE  BAY  SAINT  LOUIS  CASINO
The  casino  in  Bay  Saint  Louis, Mississippi (referred to herein as "Casino
Magic-BSL")  commenced operations on September 30, 1992, as the first dockside
casino  in  Mississippi  to  operate  on  a  barge  rather  than a traditional
riverboat.    The  casino  is  located  in  a 17-acre marina that is part of a
590-acre  Company-owned  site  located  1.5  miles  north  of  U.S.
                                       1
<PAGE>

Highway 90, approximately nine miles south of Interstate 10, and approximately
51  miles  east of New Orleans, Louisiana.  Casino Magic-BSL has approximately
39,500 square feet of gaming space on two levels offering 1,115 slot machines,
43  table games, poker and live keno.  Amenities within the facility include a
22,500  square  foot  entertainment  and  conference  barge, a 330-seat buffet
restaurant,  a  themed  steak and seafood restaurant, an express food counter,
four  bars,  a  gift shop, a lounge area, a customer service center and office
space.    The  Company  owns  and  operates the 201-room "Casino Magic Inn" at
Casino  Magic-BSL, which includes 24 suites, banquet and meeting space, and an
outdoor  swimming pool with Jacuzzi.  Included at the Casino Magic-BSL complex
is  a  97-space  recreational vehicle park, child entertainment center, and an
18-hole  Arnold  Palmer  designed  Championship  Golf Course, which includes a
clubhouse,  a pro-shop, a casual dining restaurant, and hosts an Arnold Palmer
Golf  Academy.    (See  Item  2  -  Property).
THE  BILOXI  CASINO
The  Company's  casino  in    Biloxi,  Mississippi (referred herein as "Casino
Magic-Biloxi")  is  located  on  the  Gulf Coast south of and adjacent to U.S.
Highway  90  in the middle of a four-casino strip.  Biloxi is approximately 54
miles  west  of  Mobile,  Alabama  and  27  miles  east  of  Bay  Saint Louis,
Mississippi.      Casino  Magic-Biloxi,  which opened in June 1993, contains a
47,700  square feet, gaming space on two levels.  The casino offers 1,196 slot
machines  and  36 table games.   Amenities include a 360-seat buffet, a themed
steak and seafood restaurant, a McDonald's restaurant operated by a franchisee
unaffiliated  with  the  Company, two bars, a lounge and entertainment area, a
customer  service  center,  a  gift  shop  and  office  space.
 Construction  of  a 378-room hotel on top of the existing eight story-parking
garage  at  Casino  Magic-Biloxi  is  substantially  completed.  The  hotel is
expected to open in the second quarter of 1998 and will have amenities such as
a  health  spa,  beauty  salon,  swimming  pool, and conference space and will
include  86  suites.  Although  the  Company  has  taken steps to minimize the
potential  construction  disruption  on  its  existing  operations  at  Casino
Magic-Biloxi  during  the hotel construction, some disruption has occurred and
will  continue to occur.  Prior to the opening of the hotel, it is anticipated
that  Casino  Magic-Biloxi will add approximately 200 employees to serve hotel
guests  and  an  anticipated  increase   in  casino operations.  (See Item 2 -
Property).
THE  BOSSIER  CITY  CASINO
The  Company's  dockside casino at Bossier City, Louisiana (referred to herein
as  "Casino  Magic-Bossier  City"), is located on  23 acres of land on the Red
River,  and  is within one mile of Interstate 20.  Bossier City is immediately
across  the  Red  River from Shreveport, Louisiana and approximately 180-miles
east  of  the  Dallas/Fort  Worth.
The  Company  opened  Casino  Magic-Bossier  City  on  October 4, 1996 using a
temporary  boarding  facility,  and on December 31, 1996, opened the permanent
land  based  pavilion.    The  facility includes a 30,000 square feet floating
dockside  casino,  a  37,000  square  feet  entertainment,  food  and beverage
pavilion, a four story 1,500 space parking garage, and surface parking for 400
cars.    The Company has completed the architectural and engineering plans and
has  broken  ground for the construction of a 188-room hotel and the expansion
of  the  pavilion  area.    The expanded pavilion and the hotel are planned to
include a themed steak and seafood restaurant, a bar and a swimming pool.  The
development  and construction of these improvements are largely dependent upon
the $11.7 million in proceeds from the sale of the Crescent City Riverboat and
future  operating  cash  flow  of  Casino  Magic-Bossier  City.   There are no
assurances  that the proceeds from the sale of the Crescent City Riverboat and
the  cash  flow  from  the  operations  of  Casino  Magic-Bossier City will be
sufficient  to  complete  the  planned  projects.    (See  Item 2 - Property).
CASINO  MAGIC-NORTH  DAKOTA
The  Company,  through  a  wholly-owned  subsidiary, entered into a consulting
agreement  with  the  Sisseton-Wahpeton  Dakota Nation ("Sisseton") to provide
consulting  services to Sisseton concerning the operation of a casino facility
on  Tribal  land  located  adjacent to Interstate 29, 75 miles north of Fargo,
North  Dakota.    The  Company began providing these services in November 1996
after  the  opening  of a temporary casino facility.  Sisseton terminated this
consulting  agreement  in  January  1998.
INTERNATIONAL  OPERATIONS.
The  Company  has  in  the  past  pursued  the management and the operation of
casinos  and  related  entertainment  facilities outside of the United States.
With  the shift of the Company's focus to domestic operation, the Company does
not
                                       2

<PAGE>
anticipate  pursuing  similar  arrangements  in  the  foreseeable future.  The
following  is  a  summary  of  the  Company's  current and recently terminated
international  operations.
CASINO  MAGIC-ARGENTINA
In  December 1994, the Company, acquired a twelve year concession agreement to
operate  two  casinos in the Argentine Province of Neuquen (referred herein as
"Casino  Magic-Neuquen").   Through its subsidiary, Casino Magic Neuquen S.A.,
the Company began gaming operations in the Argentine cities of Neuquen and San
Mart  n  de  los  Andes  on January 1, 1995.  The larger of the two casinos is
located  in  the  city of Neuquen, and has approximately 27,000 square feet of
gaming  space  and  contains  40 table games, 398 slot machines and a 384-seat
bingo  facility.  The smaller casino in San Martin de los Andes, a resort town
approximately  200  miles  southwest  of the city of Neuquen has approximately
2,500 square feet of gaming space, 75 slot machines and 16 table games.  Prior
to  December 1994, the Neuquen provincial government operated the two casinos.
(See  Item  2  -  Property).
On  June 1, 1997 the Company sold a 49% interest in Casino Magic Neuquen S.A.,
to  Crown  Casino  Corp.  for  $7.0  million.    The  Company  has  retained a
controlling  interest in Casino Magic Neuquen S.A. and manages its two casinos
Argentina  for a fee equal to two percent of Casino Magic Neuquen S.A.'s gross
revenues.
FUTURE  DEVELOPMENT
INDIANA
Casino  Magic,  through  its  wholly owned subsidiary, Crawford County Casino,
Corp.  ("Indiana Corp.") is one of two applicants for the tenth gaming license
expected  to  be  issued  in the State of Indiana.  If successful in obtaining
this  gaming license, the Company has entered into an option agreement to sell
to  Harrah's  Operating  Company  the common stock of Indiana Corp. which owns
options  on  a site located in Crawford County, Indiana, on the Ohio River for
approximately  $5.0  million.  The option expires in January 2001. The Company
is  not  optimistic,  and can give no assurances that a gaming license will be
obtained  for  its  site  in  Indiana.
NEW  HAMPSHIRE
In  May  1995,  the  Company  entered  into  an  agreement with Lakes Regional
Greyhound Park ("LRGP").  Under the terms of the Agreement, the parties intend
to  form  an entity to pursue a gaming development at LRGP's pari-mutuel track
in  Belmont,  New  Hampshire,  if  gaming  is legalized in New Hampshire.  The
Company  and  LRGP  will  equally  own the entity, and the Company will manage
gaming operations.  Under the agreement with LRGP, the Company is obligated to
provide up to $4 million in funding, $3 million of which is subject to certain
contingencies  including  the  passage  of  legislation  permitting  gaming at
racetracks in New Hampshire.  There is no assurance that the Company will have
the funds to pursue such gaming opportunity or that New Hampshire will approve
such  gaming.
OTHER
The  Company  has  purchased land and acquired options to lease land in states
that have not legalized gaming activities.  The costs of the options are fully
reserved  on  the  Company's  financial  statements  and  the  carry  value of
purchased  land  represents  non-gaming  values.
PROPOSED  MERGER
On February 19, 1998, the Company entered into an Agreement and Plan of Merger
(the  "Merger  Agreement")  with  Hollywood  Park,  Inc.  ("Hollywood"),  and
Acquisition II, Inc. ("HP") a wholly-owned subsidiary of Hollywood.  Under the
Merger Agreement, the Company has agreed, subject to approval of the Company's
shareholders,  to merge (the "Merger") with HP.  Upon such Merger, the Company
shall  be  the  surviving  entity and will become a wholly-owned subsidiary of
Hollywood.    The  separate existence of HP will then cease.  Upon the Merger,
the  shareholders  of  the  Company will be entitled to receive $2.27 for each
share  of  the  Company's stock held.  All shareholders of the Company will be
entitled  to  dissent  from  the  Merger  in accordance with the provisions of
Minnesota  law.
The  Merger  is subject to the approval of the Company's shareholders prior to
October  31,  1998,  and to the approval of the Mississippi Gaming Commission,
the  Nevada  Gaming  Commission,  and the Louisiana Gaming Control Board.  The
Merger  is  also  contingent  upon other matters, including a requirement that
neither  the  Company  nor  Hollywood  has  materially  breached any warranty,
representation or covenant contained in the Merger Agreement prior to the time
of  the
                                       3

<PAGE>
Merger.   If the Merger Agreement is terminated for certain reasons, including
a  voluntary  termination  by the Company should the Board of Directors of the
Company  determine  to  accept  a  proposal  of another party to merge with or
acquire  the  Company  on  terms  which  it  believes  to be superior to those
contained  in  the  Merger  Agreement,  the  Company  will  be required to pay
Hollywood  $3,500,000.
The Merger Agreement restricts the ability of the Company to engage in certain
transactions  prior  to  the time of the Merger, except those which are in the
ordinary  course of business consistent with past practice, unless the Company
obtains  the  consent  of  Hollywood,  which  consent  may not be unreasonably
withheld.    These  provisions,  among other things, preclude the Company from
issuing  any  additional  capital  stock or options to purchase capital stock,
entering  into  employment  agreements,  increasing the benefits payable under
existing  severance  or  termination  pay  policies  or agreements, increasing
compensation to directors or employees, declaring dividends, redeeming capital
stock,  adopting  or  terminating  any  employee benefit plan, and doing other
things which are not in the ordinary course of business.  The Merger Agreement
also  imposes  limits  on  the  capital  expenditures  and borrowing which the
Company  may  effect,  which  are  not inconsistent with the Company's current
plans.
There  is no assurance that all the necessary approvals for the Merger will be
obtained,  or  that  the  Merger  will  be  consummated  as  proposed.
MARKETS
CASINO  MAGIC-BSL  AND  CASINO  MAGIC-BILOXI  MARKETS
Casino  Magic-BSL  and  Casino  Magic-Biloxi  are two of the twelve casinos in
operation in the Mississippi Gulf Coast market. A majority of the customers of
these  two  casinos  reside  within  150 miles of the two sites.  This primary
market  area includes a population of an estimated 4.5 million residents.  New
Orleans,  Louisiana  is  approximately  51 miles west of Casino Magic-BSL, and
Mobile,  Alabama  is  approximately  54  miles  east  of  Casino Magic-Biloxi.
Previously, the market range was limited due to the lack of overnight, on-site
accommodations  on  the  Mississippi  Gulf Coast.  The opening of the 201-room
Casino  Magic  Inn  at  Casino Magic-BSL has allowed the Company to expand its
market  range  beyond  the traditional 150-mile range.  With the completion of
the  golf  course  in  Casino  Magic-BSL  (opened  February  19, 1997) and the
anticipated  completion  in  the  second  quarter  of  1998  of  the  Casino
Magic-Biloxi hotel, the Company expects to draw additional visitors from areas
outside  the  150-mile  radius.
The  major  market  for Casino Magic-BSL is the greater New Orleans, Louisiana
metropolitan  area where over 1.5 million adults reside.  In addition to local
residents,  Casino  Magic-Biloxi  attracts customers from Mobile, Alabama, and
Pensacola,  Florida.    The  Mobile-Pensacola region is home to over 1,000,000
adults.    Mobile  and  the  Florida  Panhandle area account for a significant
portion  of  Casino  Magic-Biloxi's  customers.    In  addition,  Casino
Magic-Biloxi's location in the middle of the Biloxi Strip better enables it to
attract  customers  from surrounding casinos.  Local gaming industry marketing
surveys  have  indicated  the  typical  non-resident gaming customer visits an
average  of  three  casinos.
CASINO  MAGIC-BOSSIER  CITY  MARKET
Casino  Magic-Bossier  City  is  one  of  our  four  casinos  operating in the
Shreveport/Bossier  City,  Louisiana  metropolitan area.  Casino Magic-Bossier
City's  primary  market is the 6.8 million adults residing within 200 miles of
Bossier  City, including persons residing in the Dallas-Forth Worth area which
is  located approximately 180 miles west of Casino Magic-Bossier City.  Casino
Magic-Bossier  City's  location  provides customers from the Dallas-Fort Worth
market  direct  access  from Interstate Highway 20, the major east-west artery
connecting  Dallas-Fort  Worth to Bossier City.  Other cities within 200 miles
of  Casino  Magic-Bossier  City  include Longview and Tyler, Texas and Monroe,
Louisiana.
MARKETING
The  Company's  marketing programs consist of a variety of advertising, direct
mail  and promotional programs intended to encourage more repeat visits to the
Company's facilities.  These marketing efforts utilize a wide variety of media
including  television,  radio,  newspaper,  and outdoor along with direct mail
advertising  of  its Magic Money Player's Club, special promotions, events and
entertainment, and a motor coach program.  The Company believes that the Magic
Money  Player's  Club  is  the  most  important marketing tool utilized by the
Company.    Similar to a frequent flier airline card or cash back credit card,
it  promotes  customer loyalty and frequent use.  Player's Club members can be
targeted  for  direct-mail  offers  and  promotions, along with information on
upcoming  events,  entertainment  schedules, current membership incentives and
photos of recent winning patrons.  The Magic Money Player's Club also provides
benefits  to
                                       4

<PAGE>
the  customer such as cash rewards, club perquisites and a sense of belonging.
Because  gaming  members  earn  points that are redeemable for cash, the Magic
Money  Player's Club provides an effective way to give back to loyal customers
a portion of their play.  The reward levels are viewed as goals for the member
and therefore increase length of stay and frequency of visits.  Active members
with  high  play levels are also rewarded with complimentary entertainment and
event  tickets  as  well  as  free  dining and lodging.  Since other competing
casinos  have  similar  "clubs",  the  perceived  quality  of such clubs is an
important  marketing  factor.
All  three  domestic  properties  actively  promote  motorcoach  group package
programs.   Intended to maintain customer volume during traditionally non-peak
times,  bus  programs  originate  at  locations  50  to  250  miles  from  the
properties,  are  completed  in one day, and are generally organized by one of
the  participants.  Professional  tour operators also organize bus trips which
originate at locations more than 250 miles from the Casinos.  These motorcoach
groups  will  typically  spend  one  or  more  nights  away  from  home.
CASINO  MAGIC-ARGENTINA
The two casinos comprising Casino Magic-Neuquen are in the Province of Neuquen
located  in  west central Argentina.  The population within a 150-miles radius
of  those  two cities is approximately 900,000.  The cities of Neuquen and San
Mart n de los Andes are located near a number of Argentine tourist attractions
including  national  parks,  ski  resorts  and  a  wide  variety  of  outdoor
activities.    The  two  cities have a combined total of more than 5,000 hotel
rooms.
SEASONALITY
The  Company's  current gaming operations on the Mississippi Gulf Coast and in
Bossier  City,  Louisiana  are  subject to seasonal variation. Gaming revenues
typically  decline  during  the  third  and  fourth  quarters of the year. The
operations  of  Casino  Magic-Argentina,  also  experience  similar  seasonal
variation  due  to  reliance  on  tourism.
COMPETITION
GENERAL
The  Company 's  casinos  on  the Mississippi Gulf Coast and in Bossier City,
Louisiana  have  experienced  intense  competition.    Many  of  the Company's
competitors  have  greater amenities, name recognition, marketing capabilities
and  financial  resources.  In attempting to attract customers to its casinos,
the  Company  faces,  or  may  face,  increasing  competition from new casinos
developed  on  the  Mississippi  Gulf  Coast,  in  Northwest  Louisiana and in
surrounding market areas, and from established gaming centers such as those in
Nevada and Atlantic City, New Jersey.  The Company also faces competition from
other  forms  of  lawful  gaming,  such as state-sponsored lotteries and video
lottery  terminals,  pari-mutuel  betting  on  horse and dog racing, and bingo
parlors  as  well  as  from other forms of entertainment.  It is possible that
increased  competition  could  have  a material adverse effect on the Company.
CASINO  MAGIC-BSL  AND  CASINO  MAGIC-BILOXI
The  Company's current Mississippi operations compete primarily with ten other
dockside  gaming  casinos  on  the  Mississippi  Gulf  Coast.  Eight competing
facilities  are  located  in  Biloxi  and  two  are  located  in  Gulfport,
approximately  10  miles  from  Biloxi  and 15 miles from Bay Saint Louis.  In
addition,  the  Company  believes  that  many  of  its competitors will add or
enhance  their  existing  amenities and competitors will enter the Mississippi
Gulf  Coast  market.    Intense  competition on the Mississippi Gulf Coast has
contributed  to the closing of two gaming facilities, and two casino operators
reorganizing  under  bankruptcy protection. Mississippi law does not limit the
number  of gaming licenses that may be granted.  Any increase in the number of
gaming facilities along the Mississippi Gulf Coast and surrounding areas could
have  a  material  adverse  effect  on  the  Company.
The  Company's  management  believes  that  Casino Magic-Biloxi should be more
competitive  after  the  387  room  hotel opens in the second quarter of 1998.
However,  Casino  Magic-Biloxi  is  faced with additional competition from the
Imperial Palace, which opened in January 1998.  While results of operations to
Casino  Magic-Biloxi  have  remained  slightly  ahead  of  last year since the
opening  of  Imperial  Palace, the full impact of such competition may not yet
have been experienced. At the beginning of 1999, Mirage Resorts, Inc. plans to
open  the  Beau  Rivage casino in Biloxi. It is likely that the opening of the
Imperial  Palace and Beau Rivage casinos will add more competitive pressure to
the  Biloxi area.  Since the Biloxi market is not expected to grow at the same
rate  as  the  added  gaming  positions,  Casino  Magic-
                                       5

<PAGE>
Biloxi  may  ultimately  experience  a  loss  of revenues until the market for
gaming  in  Biloxi  grows  to  meet  the  added  gaming  positions,  if  ever.
Casino Magic-BSL's principal market is the local population and suburban areas
of  New  Orleans.   The establishment of a land-based casino in New Orleans in
the  future  could  have  an  adverse effect on Casino Magic-BSL, although the
Company  does  not  believe  that  it will be materially adverse to the Casino
Magic-BSL operations.  The opening of the Imperial Palace in Biloxi in January
1998,  and  the  Beau Rivage casino scheduled to open in 1999 in Biloxi, could
also  have  a  material adverse affect on Casino Magic-BSL revenues.  However,
while  the  Bay  Saint  Louis and Biloxi markets overlap, the Company does not
believe  that the competitive impact of the opening of the Imperial Palace and
Beau  Rivage  casinos  will  be  material  on  operations of Casino Magic-BSL.
Circus  Circus, Inc. is planning to develop a casino on the north shore of the
Bay  of  Saint  Louis (the Company's casino barge is on the south shore of the
Bay  of  Saint  Louis)  approximately  15  minutes  off  of  Interstate 10. If
established, access to the Circus Circus casino will be quicker and easier for
customers to access from the Intersate. The development of a casino or casinos
on  the  north  shore  of  the  Bay  of  Saint  Louis will, in all likelihood,
adversely  impact  the revenues of Casino Magic-BSL. To attempt to offset this
potential  competition,  the  Company  believes  it must develop its Bay Saint
Louis  properties  as a destination resort, with a first class hotel and other
amenities,  to  compliment  its  casino  and  Arnold  Palmer Championship Golf
Course.  The capital necessary to accomplish this development is not currently
available.
CASINO  MAGIC-BOSSIER  CITY
Thirteen  of  the  fifteen available riverboat gaming licenses  are currently
operating  in  Louisiana,  all of which  except for Casino Magic-Bossier City,
have  opened  since September 1993.  Of these thirteen riverboat casinos, four
are  currently  licensed and operate in the Bossier City/Shreveport market and
offer  substantially  similar  gaming  facilities.   Casino Magic-Bossier City
faces  competition  from those existing operations, particularly to the extent
that  they  add  to  or  enhance  existing  amenities.   For example, Binion's
Horseshoe  Casino has completed construction of a 606-room all suites hotel at
its  riverboat casino location in Bossier City.  In addition, Horseshoe Casino
has  replaced  its  original casino riverboat with a new riverboat that offers
significantly  expanded  gaming and non-gaming areas.  This expanded riverboat
in  conjunction  with  the  new  hotel  gives  Horseshoe  casino a significant
advantage  in  the Bossier City/Shreveport market.  Another casino operator in
the  area  has  begun  construction  of  an  onsite  hotel.
In  June  1997,  the  Louisiana  legislature passed a bill which would allow
racetracks  in  Saint  Landry,  Calcasieu and Bossier parishes to install slot
machines,  subject  to  approval  in  local  referendums.   In the future each
affected parish is expected to hold a referendum on approving the expansion of
gaming  within  the  parish.    If  66% or more of the votes are in favor, the
racetracks  within  the  parish  would  be  permitted  to  seek to locate slot
machines  to  the  facilities.
TEXAS  AND  ALABAMA  LEGALIZATION  RISKS
Casino  gaming  is  currently  prohibited in several jurisdictions adjacent to
Louisiana  and  Mississippi.    As a result, residents of these jurisdictions,
principally Texas and Alabama, comprise a significant portion of the customers
of  Casino  Magic-BSL,  Casino  Magic-Biloxi  and  Casino  Magic-Bossier City.
Although  casino  gaming  is  not  currently  permitted in Texas and the Texas
Attorney  General  has issued an opinion that gaming in Texas would require an
amendment  to  the  Texas  Constitution,  the Texas Legislature has considered
various  proposals  to  authorize  casino  gaming.  The legalization of casino
gaming  in  Texas  and  the  opening of one or more casinos in the Dallas/Fort
Worth  area,  which  is  a  major  market  for  Bossier City/Shreveport gaming
operations,  would have a material adverse effect on Casino Magic-Bossier City
operations.
Casino  gaming  is  currently  illegal  in  Alabama  due  to  a constitutional
prohibition  against  lotteries.    Several  attempts have been made to pass a
resolution  of the Alabama Legislature providing for a statewide referendum on
the  repeal  of  the pertinent section of the Alabama Constitution prohibiting
lotteries (and thereby gaming).  Currently Alabama allows pari-mutuel wagering
and  limited  charitable  bingo  exist  within the state.  The legalization of
casino gaming in Alabama would have a material adverse effect on the Company's
Mississippi  operations,  particularly  Casino  Magic-Biloxi, both because the
Mobile  metropolitan  area  is  a  major  market  for  the  Company's  Casino
Magic-Biloxi  operation  and  because  a  substantial portion of the Company's
customers are residents of areas east of Mobile including Florida and Georgia.
                                       6

<PAGE>
ARGENTINA
The  Company's  two  casinos in the Province of Neuquen, Argentina, located in
the  cities  of  Neuqu  n  and  San Martin de los Andes are currently the only
operating  casinos  in  the  Province  of  Neuqu  n.    There are, however, 44
government-operated  casino  operations  throughout  the  country, including a
casino  in Chipolletti, across the Rio Negro River from the City of Neuquen in
Rio  Negro  Province and a casino in Rio Negro Province approximately 30 miles
southeast  of  the  city  of  Neuqu  n.
GOVERNMENT  REGULATION
UNITED  STATES
The  ownership  and  operation  of  a casino gaming business within the United
States  and  other  jurisdictions in which the Company operates are subject to
extensive and complex governmental regulation and control under federal, state
or  local  laws  and  regulations.   These laws and regulations are subject to
change  including  the  repeal  of  laws which permit gaming.  The Company and
certain  of  its  officers,  directors,  key employees, shareholders and other
affiliates  ("Regulated  Persons")  are subject to strict legal and regulatory
requirements,  including  mandatory  licensing  and  approval  requirements,
suitability  requirements,  and  ongoing  regulatory oversight with respect to
such  gaming operations.  Such legal and regulatory requirements and oversight
will  be  administered  and  exercised  by  the  relevant regulatory agency or
agencies  in  each  jurisdiction.
The  Company  and  the  Regulated  Persons will need to satisfy the licensing,
approval  and  suitability  requirements  of  each  jurisdiction  in which the
Company seeks to become involved in gaming operations.  Such requirements vary
from  jurisdiction  to jurisdiction, but generally concern the responsibility,
financial  stability  and  character  of  the  owners  and  managers of gaming
operations,  as  well  as  persons  financially  interested  or  involved  in
operations.    In  general,  the procedures for gaming licensing, approval and
findings  of suitability require that the Company and each Regulated Person to
submit  detailed  background  and  financial  information and that the Company
demonstrate  that  the  proposed  gaming  operation  has  adequate  financial
resources  generated  from  suitable sources and adequate procedures to comply
with  the operating controls and requirements imposed by law and regulation in
each  jurisdiction.    This  submission  is  normally  followed  by a thorough
investigation  by  the  regulatory  authorities. An application for any gaming
license,  approval  or finding of suitability may be denied for any cause that
the  regulatory  authorities  deem reasonable.  There can be no assurance that
the  Company  or  the  Regulated  Persons  will  obtain or maintain all of the
necessary  licenses,  approvals  and  findings  of  suitability  to permit the
Company  to  continue  its  development  plans.  Once a license or approval is
obtained,  the  Company  will  be  required  to  periodically  submit detailed
financial  and operating reports to regulatory authorities.  Such licenses and
approvals  may  be  subject  to  periodic  renewal  and  generally  are  not
transferable.    The  regulatory  authorities may at any time revoke, suspend,
condition,  limit  or  restrict a license, approval, or finding of suitability
for  any  cause  they  deem  reasonable.    Fines for violations may be levied
against  the  holder  of  a license and in some jurisdictions gaming operation
revenues can be forfeited to the state under certain circumstances.  The laws,
regulations  and  procedures  pertaining  to  gaming  are  subject  to  the
interpretation  of the regulatory authorities and may be amended.  Any changes
in  such  laws  or regulations, or their current interpretations, could have a
material  adverse  effect  on  the  Company.
MISSISSIPPI  GAMING  REGULATIONS
In  1990,  the  State  of  Mississippi  legalized  dockside  casino gaming for
counties along the Mississippi River and the Gulf Coast.  The legislation gave
each  of  those  counties  the  opportunity to hold a referendum on whether to
allow  dockside  casino gaming within its boundaries.  Mississippi law permits
gaming licensees to offer unlimited stakes gaming on a 24-hour basis.  The law
does  not  restrict  the amount or percentage of space on a vessel that may be
utilized  for  gaming.    The  legislation  also  does not limit the number of
licenses that the Mississippi Gaming Commission (the "Mississippi Commission")
can  grant  a  particular  area  and  does  not impose different conditions on
different  licensees.
The  ownership  and  operation  of casino gaming facilities in Mississippi are
subject  to  extensive  state  and local regulation.  The Company, through its
subsidiaries,  holds  licenses  for  Casino  Magic-Biloxi and Casino Magic-BSL
under  the  Mississippi  Gaming  Control  Act  (the  "Mississippi Act").  Each
license  is  site  specific.    The  Company's  current  and  proposed  gaming
operations  are  subject  to  the  licensing  and  regulatory  control  of the
Mississippi  Commission and various federal, state, county and city regulatory
agencies.    The  Mississippi Commission adopted regulations in furtherance of
the  Mississippi  Act.   These regulations have been amended from time to time
since  that  date.

                                       7

<PAGE>
Each  of  the directors, officers and certain key employees of the Company who
are  actively  and  directly  engaged  in the administration or supervision of
gaming,  or  who have any other significant influence on the activities of the
Company, must be found suitable therefor and may be required to be licensed by
the  Mississippi  Commission.    In  practice,  a finding of suitability of an
individual  is  considered the same as licensing that individual.  The finding
of  suitability requires submission of detailed personal financial information
followed by a thorough investigation.  Although certain current members of the
Company's management have been found suitable in connection with the licensing
of  the  Casino  Magic-Biloxi  and Casino Magic-BSL, there can be no assurance
that  additional key personnel or management persons who may be recruited from
time  to  time  by  the  Company  will  be  found  suitable by the Mississippi
Commission,  if the Mississippi Commission were to find a director, officer or
key  employee  unsuitable  for  licensing  or  unsuitable to continue having a
relationship  with the Company, the Company would have to suspend, dismiss and
sever  all  relationships  with  such  person.  The Company would have similar
obligations  with  regard  to  any  person  who  refuses  to  file appropriate
applications.    Each  gaming  employee  must  obtain  a  work  permit.    The
Mississippi  Commission may refuse to issue a work permit to a gaming employee
for  various  grounds  enumerated  in  the  Mississippi  Act, including if the
employee  has committed larceny, embezzlement or any crime of moral turpitude,
or  knowingly  violated the Mississippi Act or Mississippi regulations, or for
any  other  reasonable  cause.    Denial  of a work permit is mandatory if the
applicant  has  committed,  attempted  or  conspired  to  commit  a  felony.
The  licenses  obtained  by  the  Company  have terms of two years and are not
transferable.    New  licenses  must  be  obtained at the end of each two-year
period.    There  can  be no assurance that new licenses can be obtained.  The
Mississippi  Commission  has  the  power to deny, limit, condition, revoke and
suspend  any  license, finding of suitability or registration, and to fine any
person  as  it  deems  reasonable  and  in  the public interest, subject to an
opportunity  for  a hearing.  The Mississippi Commission may fine any licensee
or  other person who is subject to the Mississippi Act up to $100,000 for each
violation  of  the  Mississippi  Act,  which  is  the  subject  of  an initial
complaint,  and up to $250,000 for each such violation which is the subject of
any  subsequent complaint. The Mississippi Act provides for judicial review of
certain  decisions  of the Mississippi Commission by petition to a Mississippi
circuit  court,  but the filing of such petition does not necessarily stay any
such  action  taken  by  the  Mississippi Commission pending a decision by the
circuit  court.
Any  individual  who  is found to have a material relationship to, or material
involvement  with, the Company or, in the discretion of the Gaming Commission,
any other person associated with a gaming establishment of the Company, may be
required to be investigated in order to be found suitable or to be licensed as
a  business  associate  of the Company.  Key employees, controlling persons or
others  who  exercise  significant influence upon the management or affairs of
the  Company  may  also  be deemed to have such a relationship or involvement.
The  Mississippi  Act  requires  that owners of more than 10% of the Company's
voting  securities  be  found  suitable  by  the  Mississippi Commission.  The
statutes  and  regulations also give the Mississippi Commission the discretion
to  require  a  suitability  finding  with  respect to anyone who acquires any
security  of  the  Company  regardless  of  the  percentage of ownership.  The
current policy of the Mississippi Commission is to require anyone acquiring 5%
or more of any voting securities to be found suitable.  If the owner of voting
securities  who is required to 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 owner of voting securities who is found unsuitable and who holds, directly
or  indirectly,  any  beneficial  ownership of equity interests in the Company
beyond  such period of time as may be prescribed by the Mississippi Commission
may be guilty of a misdemeanor.  Additionally, any person who fails or refuses
to  apply for a finding of suitability or a license within 30 days after being
ordered  to  do so by such Commission may be found unsuitable.  The Company is
subject  to  disciplinary action if, after it receives notice that a person is
unsuitable  to  have  any  relationship  with  it,  the  Company  (i) pays the
unsuitable  person  any  distributions  or interest upon any securities of the
Company  or  any  payments  or  distribution  of  any  kind  whatsoever,  (ii)
recognizes  the  exercise, directly or indirectly, of any voting rights in its
securities  by  the unsuitable person, or (iii) pays the unsuitable person any
remuneration in any form for services rendered or otherwise, except in certain
limited  and  specific  circumstances.

                                       8

<PAGE>
The  Company  will be required to maintain current equity ownership ledgers in
the  State  of Mississippi which may be examined by the Mississippi Commission
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 Mississippi Commission.  A failure to make such disclosure may be
grounds  for  finding  the  record  holder  unsuitable.    The Company also is
required  to  render  maximum  assistance  in  determining the identity of the
beneficial  owner.
The  Mississippi Act requires that certificates representing equity securities
of  the  Company  bear  a legend to the general effect that the securities are
subject  to the Mississippi Act and regulations of the Mississippi Commission.
The Mississippi Commission has the authority to grant a waiver from the legend
requirement,  which  the Company has obtained.  The Mississippi Commission has
the  power  to  impose additional restrictions on the holders of the Company's
securities  at  any  time  through  its  power  to  regulate  licenses.
The  regulations provide that a change in control of the Company may not occur
without  the  prior  approval  of the Mississippi Commission.  Mississippi law
prohibits  the Company from making a public offering of its securities without
the  approval of the Mississippi Commission if any part of the proceeds of the
offering  is  to be used to finance the construction, acquisition or operation
of  gaming  facilities  in  Mississippi,  or  to  retire or extend obligations
incurred  for  one  or  more  of  such  purposes.
The  Mississippi  Commission  has  enacted  regulations  requiring  that, as a
condition  to  licensure  or renewal licensure, an applicant provide a plan to
develop "infrastructure facilities" amounting to 25% of the cost of the casino
and  a  parking  facility  capable of accommodating 500 cars.  "Infrastructure
facilities"  include  any of the following: a 250-room hotel, theme park, golf
course,  marina,  tennis  complex,  or  any  other  facilities approved by the
Mississippi  Commission,  but  such  team does not include parking facilities,
roads,  sewage  and  water  systems  or  civic  facilities.    The Mississippi
Commission  may  reduce  the  number of rooms required in a hotel, where it is
shown  to the satisfaction of the Mississippi Commission that sufficient rooms
are  available  to accommodate the anticipated number of visitors.  Management
believes  that  the  Company  is  in  compliance  with  this  regulation.
The Company's future gaming operations outside of Mississippi are also subject
to  approval  by  the  Mississippi  Commission.
LOUISIANA  GAMING  REGULATIONS
In 1991 the Louisiana legislature enacted the Louisiana Riverboat Economic and
Gaming  Control  Act,  LSA-R.S.  4:501, et. seq. (the "Louisiana Gaming Act").
The  Louisiana  Gaming  Act authorized the licensing of up to 15 riverboats to
conduct  gaming on designated rivers and waterways.  Pursuant to the Louisiana
Gaming  Act, the Riverboat Gaming Commission (the "Louisiana Commission"), was
created  within  the Department of Public Safety and Corrections for the State
of  Louisiana.    Additionally, a riverboat gaming regulatory group within the
Louisiana  State  Police was created.  The Louisiana Gaming Commission and the
State  Police  were  authorized  to  and did promulgate the existing rules and
regulations  governing  the  licensing  and  operations  of  riverboats.
The  Louisiana  legislature  in the First Extraordinary Session, 1996, enacted
new  legislation  (the "Louisiana Board Act") which transferred the regulatory
oversight  of most gaming operations in Louisiana, including riverboat gaming,
to  the  Gaming  Control Board (the "Louisiana Board"), effective as of May 1,
1996.    The  Louisiana  Commission  was  abolished as of that same date.  The
Louisiana  Board  consists  of  nine  members  appointed  by  the  Governor of
Louisiana.
The  Louisiana  Board is empowered to regulate four forms of gaming activities
and  operations in the state: riverboat, video poker, the land-based casino in
New  Orleans,  and all state regulated aspects of Indian gaming.  (Excluded is
the  regulation and oversight of horse racing and off-track betting, the state
lottery,  and  charitable  gaming.)   Accordingly, the Louisiana Board has all
regulatory  authority,  control,  and  jurisdiction,  including investigation,
licensing,  and enforcement, and all power incidental to or necessary for such
regulatory  authority,  control  and  jurisdiction, over all aspects of gaming
activities  and  operations  as  authorized  pursuant to the provisions of the
Louisiana  Gaming  Act,  the  Louisiana  Economic  Development  and  Gaming
Corporation  Act  (Land-Based Casino in New Orleans), and the Video Draw Poker
Devices  Control  Act.
The Louisiana Board has been authorized to promulgate rules and regulations to
govern the aforesaid types of gaming in Louisiana; however, all administrative
rules  and  regulations  promulgated  by  entities  whose  powers  have  been
transferred  to  the  Louisiana Board are to be considered valid and remain in
effect  until  repealed  by  the  Louisiana  Board.
The  construction,  ownership and operation of riverboat gaming vessels is now
subject  to  regulation  by  the  Louisiana
                                       9

<PAGE>
Board.    The  State  Police  conduct  investigations and audits regarding the
qualifications  of  applicants  for  licenses or permits requiring suitability
determinations,  submit  all  investigative  reports  to  the Louisiana Board,
conduct  audits  to  assist  the  Louisiana  Board, issue certain licenses and
permits  in  accordance with rules adopted by the Louisiana Board, and perform
all  other  duties  and  functions  necessary  for  the efficient and thorough
regulation and control of gaming activities and operations under the Louisiana
Board's  jurisdiction.
The  Louisiana Board Act did not repeal the Louisiana Gaming Act, the original
1991  statute authorizing riverboat gaming in Louisiana, but rather amended it
to  transfer  licensing and regulatory authority to the Louisiana Board and to
redefine  the  authority  of the State Police.  Otherwise the Louisiana Gaming
Act  remains  in  effect.   Accordingly, the Louisiana Gaming Act continues to
authorize  up  to 15 licenses to conduct gaming activities on riverboats, with
no  more  than  six  licenses to be granted to riverboats operating in any one
parish.
Current  Louisiana  law  limits the number of riverboat casino licenses in the
state  to  15,  all but one have been awarded, and limits the concentration of
riverboat  casino  licenses in any one parish to six.  The relative success of
gaming  operations in the Bossier City/Shreveport market, as compared to other
Louisiana  markets, may increase the possibility that existing licenses may be
relocated  to  the Bossier City/Shreveport market.  However, the relocation of
existing licenses to another parish or of riverboats within the same parish is
restricted by the Constitutional Amendment which requires, among other things,
a  local  parish-wide  election to approve, by majority vote, the licensing of
any additional riverboats in a parish with existing licensed riverboats or the
relocation of any operating riverboat to a different berth in the same parish.
A  Constitutional  Amendment  was approved by voters statewide, which requires
local option elections in parishes before new forms of gaming may be conducted
therein or before existing forms of gaming may be conducted in new areas.  For
example,  the  Constitutional  Amendment  requires  a  local option referendum
before an additional riverboat could move into a parish, regardless of whether
such parish had authorized the continuation of riverboat gaming in such parish
in  the Louisiana Referendum.  In this respect, (i.e., relocation of riverboat
gaming  vessels to new locations) the Constitutional Amendment would appear to
be  more  restrictive than the legislation requiring the Louisiana Referendum.
Licenses  may  be and have been issued for dockside riverboat gaming along the
Red  River  in the Shreveport/Bossier City area.  Dockside gaming is presently
prohibited at other locations in the state.  A riverboat gaming license has an
initial  term  of  five  years,  with  subsequent  annual renewals thereafter.
Pursuant  to  the  decision of the State Police at a hearing held on April 30,
1996,  the  Louisiana  riverboat gaming license acquired by the Company has an
unexpired  term  of  five  years  less  the  sixty-five days that the previous
licensee  conducted  riverboat  gaming  operations.  The unexpired term of the
license  recommenced  on  October  4,  1996  the  date  that the Company began
riverboat  gaming  operations  in  Bossier  City.  The application for renewal
consists  of  a  sworn  statement  of  all  changes  in information, including
financial information, provided in any previous applications.  The transfer of
a  license is prohibited.  The Louisiana Board may restrict, suspend or revoke
a  license or permit.  Suspension or revocation of any license or permit would
have  a  material  adverse  effect  upon  the  business  of  the  Company.
Pursuant  to the existing laws, rules and regulations, the Company must submit
detailed  financial,  operating  and  other reports to the Louisiana Board and
substantially  all  loans,  leases, private sales of securities, extensions of
credit and similar financing transactions entered into by any of the Regulated
Persons,  must  be reported to the Louisiana Board for prior approval or for a
determination  that the transaction does not need prior approval   The Company
is  also  required  to  periodically  submit  detailed financial and operating
reports  to  the  Louisiana  Board and furnish any other information which the
Louisiana  Board  may  require.
The  applicant  for  a gaming license, its directors, officers, key personnel,
partners,  and  persons  holding a 5% or greater interest in the applicant and
their  spouses  will  be required to be found suitable by the Louisiana Board.
This  requires  the  filing of an extensive application to the Louisiana Board
disclosing personal, financial, criminal, business and other information.  The
applicant  is  required  to  pay  all costs of investigation.  There can be no
assurance  that such person will be found suitable by the Louisiana Board.  An
application  for licensing of an individual may be denied for any cause deemed
reasonable  by  the  Louisiana  Board.   Any individual who is found to have a
material  relationship  to  or a material involvement with, the Company may be
required  to be investigated in order to be found suitable or be licensed as a
business  associate  of  an  applicant.  Key employees, controlling persons or
others  who  exercise  significant influence upon the management or affairs of
the  Company  may  also  be deemed to have such a relationship or involvement.
If  the  Louisiana  Board  were  to  find  a director, officer or key employee
unsuitable  for licensing or unsuitable to continue having a relationship with
an  applicant,  the  applicant  would  have  to suspend, dismiss and sever all
relationships  with
                                      10

<PAGE>
such  person.  The applicant would have similar obligations with regard to any
person  who  refuses  to  file appropriate applications.  Each gaming employee
must  obtain a gaming employee permit which may be revoked upon the occurrence
of  certain  specified  events.
The  sale,  assignment,  transfer,  pledge  or disposition of securities which
represent  5%  of  more  of the total outstanding shares issued by a corporate
licensee  is subject to Louisiana Board approval.  After a license is granted,
any  person  acquiring  an  economic  interest of 5% or more in a license must
obtain  the  Louisiana Board's prior approval for the transaction.  Failure to
obtain  that approval is grounds for license revocation.  A security issued by
a  corporate  license  must  generally  disclose  these  restrictions.
If  the  Louisiana  Board  finds  that  an  individual  holder  of a corporate
licensee's  securities  or  a  director,  partner,  officer  or manager of the
licensee  is  not  qualified  pursuant  to  the  existing  laws,  rules  and
regulations,  and  if  as  a  result  the  licensee  is no longer qualified to
continue  as a licensee, it can propose action necessary to protect the public
interest,  including  the suspension or revocation of a license or permit.  It
may  also  issue,  under  penalty  of  revocation  of  license, a condition of
disqualification  naming the person and declaring that such person may not (a)
receive  dividends or interest on securities of the licensee, (b) exercise any
right conferred by securities of the licensee, (c) receive remuneration or any
other  economic  benefit  from  the  licensee  or  continue in an ownership or
economic  interest  in the licensee or remain as a director, partner, officer,
or  manager  of  the  licensee.
FOREIGN
The Provincial Government of Neuquen, Argentina enacted a casino privatization
program  to  issue 12-year exclusive concession agreements to operate existing
casinos.    The  Company's two casinos are the only casinos in the province of
Neuqu  n,  in  west central Argentina, and are located in Neuquen City and San
Mart  n  de  los  Andes.    The  casinos  had  previously been operated by the
provincial  government.    The  Ministry of Finance of Argentina has adopted a
modified  regulatory  system  for  casinos,  based  on  the  regulatory system
utilized  by  the  State  of  Nevada,  and  such  regulatory  system  is being
administered  by  the  Provincial  Government  of Neuquen.  The Company cannot
predict what effect the enactment of other laws, regulations or pronouncements
relating  to  casino  operations  may  have  on  the  operations of the Casino
Magic-Argentina.
NON-GAMING  REGULATION
The  Company  is subject to certain federal, state and local safety and health
laws,  regulations  and  ordinances  that  apply  to  non-gaming  businesses
generally, such as the Clean Air Act, Clean Water Act, Occupational Safety and
Health  Act,  Resource  Conservation  Recovery  Act  and  the  Comprehensive
Environmental  Response,  Compensation and Liability Act.  The Company has not
made,  and  does  not anticipate making, material expenditures with respect to
such  environmental laws and regulations.  However, the coverage and attendant
compliance  costs  associated  with  such laws, regulations and ordinances may
result  in  future additional costs to the Company's operations.  For example,
in  1990  the  U.S.  Congress enacted the Oil Pollution Act to consolidate and
rationalize  mechanisms under various oil spill response laws.  The Department
of  Transportation  has proposed regulations requiring owners and operators of
certain  vessels  to  establish  through  the  U.S.  Coast  Guard  evidence of
financial  responsibility  in  the  amount of $5.5 million for clean-up of oil
pollution.    This  requirement would be satisfied by either proof of adequate
insurance  (including  self-insurance)  or  the  posting  of  a surety bond or
guaranty.
Riverboats  capable  of  cruising,  including  those that are not required to
cruise,  such  as  the  Company's boat in Bossier City, Louisiana, must comply
with  U.S.  Coast  Guard  requirements as to boat design, on-board facilities,
equipment,  personnel  and  safety.    Each of them must hold a Certificate of
Seaworthiness  or  must be approved by the American Bureau of Shipping ("ABS")
Building  Code.  The U.S. Coast Guard requirements establish design standards,
set limits on the operation of the vessels and require individual licensing of
all  personnel involved with the operation of the vessels.  Loss of a vessel's
Certificate  of  Seaworthiness  or  ABS  approval  would preclude its use as a
floating  casino.
All   employees engaged on a riverboat, even those who have nothing to do with
the  actual  operation  of  the  vessel, such as dealers, waiters and security
personnel,  may be subject to the Jones Act which, among other things, exempts
those  employees  from  state  limits  on  workers'  compensation  awards.
COMPANY  LICENSES  AND  APPLICATIONS
To  date,  other  than  in  Mississippi,  Louisiana  and  Argentina, no gaming
licenses,  approvals  or  findings of suitability have been obtained or, other
than  in  Indiana,  applied  for  by  the  Company.  The Company may apply for
additional  gaming
                                      11

<PAGE>
licenses  in domestic and international jurisdictions.  The loss or suspension
of  any such license, or the failure to obtain any license for properties upon
which the Company plans to operate a gaming casino in the future, would have a
material  adverse  affect  on  the  Company's  business.
INFORMATION  REGARDING  FOREIGN  OPERATIONS
The Company operates casinos in Argentina.  Although a number of the Company's
employees  have  experience  in the operation of casinos outside of the United
States,  the  Company's executive officers have had limited experience in such
operations.    The  distance  of  the  operations from the Company's executive
offices,  the stability of the relevant government, regulations imposed by the
foreign  government,  tax  issues, and the acceptance of American-style gaming
are  all  risks  associated  with a foreign operation with which the Company's
management  has  had limited previous experience.  Additionally, the Company's
operations  in  foreign  jurisdictions  are  subject  to risks associated with
currency  exchange  rate  fluctuations  and  the  repatriation  of  funds.
SERVICE  MARKS
Casino  Magic  is the owner of U.S. service mark registrations for the service
marks  "Casino  Magic  ",  "A  Cut  Above " "Casino Magic GetawaysSM",  "Magic
MoneySM",  "ABRACADABRA'S"  and "Amazing Randolphs" granted by the U.S. Patent
and  Trademark  Office  on  July  13,  1993,  June 21, 1994, October 18, 1994,
December  2, 1997, March 3, 1998 and March 3, 1998 respectively.  Casino Magic
is  also the owner of a Canadian service mark registration for "Casino Magic "
service  mark  granted  on  March 3, 1995.  The Company has filed service mark
registration  applications  for  the "Casino Magic" service mark in Greece and
Mexico.      The  Company  also  uses  and claims rights to several additional
service  marks.    The  effect of the Company's service marks is to provide an
identity  between  the  Company  and  its  services.    U.S.  service  mark
registrations  provide  protection  for  a period of 10 years from the date of
registration  and  may be renewed indefinitely for successive 10-year periods.
While  prior use of a service mark may establish an exclusive right to its use
in  connection  with  the  sale  of  services  in  a  particular  market area,
registration  with the U.S. Patent and Trademark Office, or similar government
agencies  in  foreign jurisdictions, provides such right throughout the United
States  or the foreign jurisdiction and a presumption of damage to the Company
should the mark be infringed.  There are no assurances that any of the service
marks used by the Company, whether or not registered, will be free from future
challenge  by  others  as  to  prior  use or as otherwise being unprotectable.
PERSONNEL
As of January 1, 1998, the Company had approximately 2,800 full-time employees
and  460 part-time employees in the United States.  Of the employees, five are
executive  officers  of  the  Company.    The  Company  has  approximately 265
full-time  employees at two foreign locations that the Company  operates.  The
Company's  management  believes  that  its  relationship with its employees is
good.    With the expansion of gaming in the Mississippi Gulf Coast region and
Northwest  Louisiana,  new  competitors  are  likely  to  actively recruit the
Company's  management  and casino personnel, many of whom have been trained at
the  expense  of  the  Company.  None of the Company's employees are currently
represented  by  a  labor  union.
FORWARD  LOOKING  STATEMENTS
The  discussions  regarding  proposed  Company  developments  and  operations
included  in  "Item  1  -  BUSINESS"  contain  forward looking statements that
involve  a  number  of  risks  and  uncertainties.  In addition to the factors
discussed  above,  other  factors  that  could  cause actual results to differ
materially  are  the  following:  business conditions and growth in the gaming
industry  and  the  general economy; existing and future development by gaming
operators  competing  with  the  Company;  obtaining  and  retaining necessary
licenses or regulatory approvals; acquiring or generating funding necessary to
undertake  and  complete development plans; and other risks detailed from time
to  time  in  the  Company's  reports  filed  with the Securities and Exchange
Commission.
ITEM  2.          PROPERTIES
CORPORATE  HEADQUARTERSThe  Company's  principal  executive and administrative
offices  are located in approximately 6,000 square feet of office space in the
Casino  Magic-BSL support building at 711 Casino Magic Drive, Bay Saint Louis,
Mississippi  39520.
CASINO  MAGIC-BSL  PROPERTY
Casino  Magic-BSL  is  located in a 17 acre arena in the Bay of Saint Louis on
the  Gulf  of  Mexico  in  the  city  of  Bay  Saint
                                      12

<PAGE>
Louis,  Mississippi, on an approximately 591 acre site  The property, which is
owned  the  Company,  secures  the $135,000,000 First Mortgage Notes issued in
October  1993.    The  gaming  barge,  which  is  moored  in  the  marina, has
approximately  46,000  square  feet  of floor space on two levels and provides
approximately  39,500  square  feet  of  gaming area. The gaming area contains
1,115  slot  machines  and  43  table  games.  Access to the barge is provided
through  an  approximately  30,000 square foot support building constructed on
the  shore of the marina.   In addition to proving the entrance to the casino,
the  support building contains restaurants and lounges, customer entertainment
and  service  facilities  and office space.  Adjacent to the gaming barge is a
22,500  square  foot entertainment barge, which can be used for special events
and  meetings.    There  is  surface  parking for 2,500 vehicles.  The Company
operates  a  201  room hotel on the property which is approximately 1,000 feet
from  the Bay Saint Louis casino and which includes banquet and meeting rooms.
In  addition,  the  Company  operates  an  18-hole  championship Arnold Palmer
designed  golf  course,  driving range and golf academy on the Bay Saint Louis
casino  property.  As part of the golf course, the Company has a clubhouse and
various  storage  facilities.  Casino Magic-BSL property also contains a child
care  facility  and  a  recreational  vehicle  park  with  97  spaces.
Management  believes  that Casino Magic-BSL facilities and space for expansion
are  currently  adequate,  but that the addition of another more upscale hotel
and  other  amenities  will be necessary to remain competitive and to maintain
Casino  Magic-BSL  revenues.
CASINO  MAGIC-BILOXI  PROPERTY
Casino  Magic-Biloxi  is located on the Gulf of Mexico in Biloxi, Mississippi,
on  property  which  is  either  owned or leased by the Company, including the
lease  from  the  state  of Mississippi of water bottoms adjacent to the land.
Except  for  the  Casino  One  Property  described below, the owned and leased
properties  secure  the  $135,000,000  First  Mortgage Notes issued in October
1993.   The site for Casino Magic-Biloxi has 660 feet of frontage on the south
side  of  U.S.  Highway 90.  The eastern 500 feet of that frontage consists of
one  owned  and two leased parcels of land.  The leases provided for five year
primary terms commencing in January 1993 and 17 optional renewal terms of five
years  each.  In 1997, the aggregate annual base rent under the two leases was
$500,000.  In 1998 and in subsequent years, that base rent will increase based
on  the Consumer Price Index.  The lease for the water bottoms provided for an
initial term of ten years commencing in July 1993 and one renewal term of five
years.    The  annual rent under the water bottoms lease for the twelve months
ending  in June 1998 is $775,000 with rent for subsequent periods being in the
amount to be determined under Mississippi law regarding the leasing of "public
trust  tidelands."
Another  parcel  of  property, which is not subject to the $135,000,000 First
Mortgage  Notes,  (referred  to  as "The Casino One Property" consists of land
having  approximately  160  feet  of  frontage on the south of U.S. Highway 90
which  is  adjacent  and  to  the west of the site of Casino Magic-Biloxi, and
approximately  2.24  acres  of land which is located on the north side of U.S.
Highway 90.  The Casino One Property to the north of U.S. Highway 90 consisted
of  six adjacent parcels, four of which secure the payment of their respective
purchase prices.   The Company's subsidiary which operates Casino Magic-Biloxi
leased the Casino One Property from  another subsidiary of the Company, Casino
One  Corporation  to provide parking and space for the storage of construction
materials.    The  lease  provides  for  base  annual  rent  of  $1,340,000.
In  April  1996,  the  state  of  Mississippi  claimed that the site of Casino
Magic-Biloxi  and the Casino One Property located to the south of U.S. Highway
90  were artificially filled tidelands areas such that they were property held
by  the  state  of Mississippi.  The claim relating to the Casino One Property
was  resolved  in  September  1995  pursuant  to  a  boundary  agreement which
recognized  the northern 100 feet of the property as being owned by Casino One
Corporation  with  the  state leasing the remaining portion of the property to
Casino  One Corporation for a rental payment essentially equal to the property
taxes  which  would  have otherwise been payable on the land.  The Company was
not  able  to enter into a similar boundary agreement with respect to the site
of  Casino  Magic-Biloxi  without  the  consent  of  all of the holders of the
$135,000,000 First Mortgage Notes issued in October 1993 and the participation
of  the lessors of the two leased parcels.  The Company did, however, agree to
enter  into appropriate agreements with the state of Mississippi at such times
as  the  Company  was  permitted to do so. It is expected that such agreements
would  not  materially increase the Company's cost of possessing and using the
site  of  Casino  Magic-Biloxi.
Gaming  at  Casino  Magic-Biloxi  occurs  upon a barge moored within the water
bottoms  area  leased  from  the  state  of  Mississippi.    The  barge  has
approximately  197,200  square  feet  of  area  on three levels, which provide
approximately
                                      13

<PAGE>
47,700  square  feet of gaming area.  Casino Magic-Biloxi, operates 1,196 slot
machines,  36 table games, restaurants, and customer entertainment and service
areas.    Access to the barge is provided through a 69,900 square foot support
building  which  acts  as  the  entrance  to  the  casino,  and which includes
entertainment,  service  facilities  and  office  space.    Parking for Casino
Magic-Biloxi  is provided by a 700 space eight floor parking garage located to
the south of the service building, 250 spaces of surface parking on the Casino
One  Property  and  shared  parking on an adjacent 430 space two-story parking
ramp.  There  is  also parking for 30 tour buses on the Casino One Property on
the  north  side  of  U.  S.  Highway  90,  across  from  the  casino.
A  hotel consisting of 378 rooms is near completion on top of the  eight floor
parking garage making that structure a total of 22 stories.   The hotel, which
is  expected  to  be  completed in the second quarter of 1998, will include 86
suites,  meeting  and  conference  facilities,  a health spa, beauty salon and
swimming  pool. The Company plans additional improvements to the Biloxi casino
support  building,  including  an  improvement  to the casino entrance and the
addition  of  a  24-hour  restaurant.
Management  believes  that  Casino  Magic-Biloxi  facilities  and  space  for
expansion  are  currently  adequate, but that the property will need continued
improvement  and  refurbishing
CASINO  MAGIC-BOSSIER  CITY  PROPERTY
Casino  Magic-Bossier  City  is  located on a 23 acre site on the Red River in
Bossier City, Louisiana.  The property secures the $115,000,000 First Mortgage
Notes  issued in August 1996.  Gaming at Casino Magic-Bossier City occurs on a
riverboat which, while capable of cruising on the river, is permanently moored
at  the site.  The riverboat provides approximately 30,000 square feet of area
within  which  the Company has located 1,004 slot machines and 40 table games.
Access  to  the  riverboat  is  provided  through a 37,000 square foot support
building which includes restaurants, lounges, entertainment and service areas,
and  office  space.  A 1,500 four-story parking garage and surface parking for
an additional 400 vehicles provide parking for Casino Magic-Bossier City.  The
Company  has  also  commenced construction of a 188-room hotel adjacent to the
support  building.  Construction  of  the  hotel  is scheduled to be completed
before  the  end of 1998. The hotel is anticipated to attract overnight casino
customers,  primarily  from  the  Dallas/Fort  Worth  area.  To  improve  the
competitiveness  of  Casino Magic-Bossier City, the Company has also developed
plans  for  the  expansion  of  the  support  building  to  provide additional
restaurant  facilities  and    an  improved  interior  appearance.  Management
believes that Casino Magic-Bossier City facilities and space for expansion are
adequate  for  the  future  growth  and  development  of  the  facility.
CASINO  MAGIC  -ARGENTINA
Pursuant  to  the agreement between the Company's 51% owned subsidiary, Casino
Magic  Neuquen S.A., and the provincial government, the Company was allowed to
use  the  premises  established  by  the province for the two casinos formerly
operated by the province at those sites.  The Company has continued to use the
approximately  27,000  square  foot  site  located in the city of Neuquen.  In
December,  1995, the Company relocated the site of the casino in San Martin de
los  Andes  to  a 2,500 square foot site leased for a term of six years with a
monthly  rent  of  $7,000.  The agreement under which the Company operates the
two casinos provided for an initial term of twelve years commencing in January
1995.   The Company is entitled to a five year extension in the event at least
$5,000,000  is expended by the Company in establishing hotels for the casinos.
Monthly payments of $220,000 are to be made to the provincial government under
the  agreement.    If  the  Company  elects  to change the site of the Neuquen
casino,  the  monthly payment under the agreement is to be reduced by $40,000.
OTHER  PROPERTIES
The  Company owns approximately nine acres of land with approximately 370 feet
of  shoreline in Bay Saint Louis, Mississippi on U.S. Highway 90 approximately
2.5  miles  from  Casino  Magic-BSL.    This site has been approved as (but is
probably  not suitable for) a gaming site by the Mississippi Commission and is
included  in  the  Company's  financial  statements  at  December 31, 1997, as
property  held  for  sale  having  a  value  of  $800,000.
The  Company  owns 25.6 acres of land on the Jordan River, immediately west of
the  Company's  gaming operation in Bay Saint Louis, Mississippi.  The Company
acquired  the  property to provide additional land for future expansion and to
prevent  potential  competition  from  acquiring  a  possible  gaming  site in
immediate  proximity  to  Casino  Magic-BSL.
                                      14

<PAGE>
In 1993 and 1994, the Company acquired a 3.5 acre parcel and a 0.2 acre parcel
of  unimproved  land  in  downtown  St.  Louis,  Missouri  in  anticipation of
obtaining  a  gaming license in that city through a joint venture with Caesars
World,  Inc.  for  $4,000,000  and  $800,000,  respectively.
The  Company  is  no  longer  pursuing  the joint venture and, accordingly the
parcels  are  included  in  the Company's financial statements at December 31,
1997,  as  property  held  for  sale  having carrying values of $4,000,000 and
$800,000  respectively.
The Company also has options on potential gaming sites in Alabama and Indiana,
which  the  Company  does  not  anticipate  exercising.
ITEM  3.          LEGAL  PROCEEDINGS
ONGOING  LEGAL  PROCEEDINGS
A  class  action  lawsuit  was  filed  on April 26, 1994, in the United States
District  Court,  Middle District of Florida (the "Poulos Lawsuit"), naming as
defendants  41 manufacturers, distributors and casino operators of video poker
and electronic slot machines, including the Company.  The lawsuit alleges that
such  defendants have engaged in a course of fraudulent and misleading conduct
intended  to  induce  people  to  play  such  games  based  on  a false belief
concerning  the  operation  of  the  gaming machines, as well as the extent to
which  there  is  an  opportunity  to win.  The suit alleges violations of the
Racketeer Influenced and Corrupt Organization Act, as well as claims of common
law  fraud,  unjust  enrichment  and  negligent  misrepresentation,  and seeks
damages  in  excess  of  $6  billion.   On May 10, 1994, a second class action
lawsuit  was  filed  in  the  United States District Court, Middle District of
Florida  (the  "Ahern Lawsuit") , naming as defendants the same defendants who
were  named  in  the  Poulos  Lawsuit  and  adding as defendants the owners of
certain  casino  operations in Puerto Rico and the Bahamas, who were not named
as  defendants  in  the  Poulos  Lawsuit.  The claims in the Ahern Lawsuit are
identical  to  the claims in the Poulos Lawsuit.  Because of the similarity of
parties  and  claims,  the  Poulos Lawsuit and Ahern Lawsuit were consolidated
into  one  case  file  in the United States District Court, Middle District of
Florida.    On December 9, 1994 a motion by the defendants for change of venue
was granted, transferring the case to the United States District Court for the
District  of  Nevada,  in  Las  Vegas.  In response to a motion to dismiss the
Complaint  brought  by  the  Company  and  other defendants, the United States
District  Court  for  the  District of Nevada entered an order dated April 17,
1996,  granting  the  motions  and dismissing the complaint without prejudice.
The  plaintiffs  then filed an amended Complaint on May 31, 1996, in which the
plaintiffs  sought  damages against the Company and other defendants in excess
of  $1 billion and punitive damages for violations of the Racketeer Influenced
and  Corrupt  Organizations  Act  and  for  state common law claims for fraud,
unjust  enrichment  and  negligent  misrepresentation.   The Company and other
defendants  have moved to dismiss the amended Complaint.  The Company believes
that  the  claims  are without merit and does not expect that the lawsuit will
have  a  material  adverse  effect  on  the  financial condition or results of
operations  of  the  Company.
On  or  about  September 6, 1996, Casino America, Inc. commenced litigation in
the  Chancery Court of Harrison County, Mississippi, Second Judicial District,
against  the  Company,  and  James  Edward  Ernst, its Chief Executive Officer
(collectively  "Defendants"),  seeking  injunctive  relief  and  unspecified
compensatory  damages  in  an amount to be proven at trial as well as punitive
damages.    plaintiff claims, among other things, that Defendants (i) breached
the  terms of an agreement they had with Plaintiff, (ii) tortiously interfered
with  certain business relations of plaintiff; and (iii) breached covenants of
good  faith  and  fair  dealing they allegedly owed to plaintiff.  On or about
October  8,  1996,  Defendants  interposed  an answer to plaintiff's complaint
denying  the  allegations  contained in the complaint.  The discovery phase of
this  litigation  is continuing and a trial date has been set for August 1998.
While  the  Company's  management  cannot  predict the outcome of this action,
management  believes  plaintiff's  claims  are  without  merit and the Company
intends  to  vigorously  defend  this  action.
TERMINATED  LEGAL  PROCEEDINGS
In  April  1994,  the  Company  entered  into  an  agreement  with  the
Sisseton-Wahpeton  Sioux Tribe to develop and manage a gaming casino on tribal
lands  in  northeastern  South  Dakota.    The  Company and Tribe subsequently
canceled  the  management  agreement  and entered into a consulting agreement,
which  consulting  agreement  was terminated by the Tribe in January 1998.  On
October  20,  1994,  International  Gaming Network, Inc., commenced litigation
against  the
                                      15

<PAGE>
Company  in the United States District Court for the District of South Dakota,
Southern Division alleging, among other claims, that the Company intentionally
and  improperly  interfered  with  plaintiff's  existing  and  prospective
contractual,  economic or business relationship with the Tribe.  On October 7,
1996,  the  United  States  District  Court  filed  a  Judgment  of Dismissal,
dismissing  all  of  Plaintiff's  claims,  pursuant  to  a  Motion for Summary
Judgment  which  had  been brought by the Company.  The Plaintiff appealed the
dismissal  of  its claims to the United States Court of Appeals for the Eighth
Circuit.    On July 17, 1997 the Appellate Court affirmed the District Court's
dismissal  of  the  claim.
ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
No  matters  were submitted to a vote of the Company's security holders during
the  fourth  quarter  of  the  year  ended  December  31,  1997.
                                    PART II
ITEM  5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
     MATTERS
The  Company's  common stock is traded over-the-counter and has been quoted on
the NASDAQ National Market since October 23, 1992, under the symbol CMAG.  The
following  table  sets  forth  for  the periods indicated the high and low per
share  bid  prices  for  the  Company's  common  stock as quoted on the NASDAQ
National Market.  The information set forth below was obtained from the NASDAQ
National  Market.
1996          High      Low
Quarter  1      $  4.063      $  2.750
Quarter  2    $  7.063      $  3.875
Quarter  3    $  5.875    $  3.625
Quarter  4    $  4.125    $  2.156

1997
Quarter  1    $  3.000    $1.438
Quarter  2    $  1.875    $1.250
Quarter  3    $  2.438    $1.004
Quarter  4    $  2.375    $1.094
The  last  sales  price for the Company's common stock as quoted on the NASDAQ
National Market as of the close of business on March 25, 1998 was $2.09375 per
share.    The  over-the-counter  quotations above reflect inter-dealer prices,
without  retail  markup, markdown or commissions, and may not represent actual
transactions.    There  were  approximately  1,293  shareholders  owning  the
Company's  common  stock of record as of the close of business March 25, 1998.
The  Company has not paid any cash dividends with respect to its common stock,
and  does  not  anticipate  doing  so  in the foreseeable future.  The Company
intends  to  retain  all  earnings  for  the  foreseeable  future  to fund the
operation  and expansion of its business.  The payment of any future dividends
will  be  determined  by  its  Board  of Directors in light of conditions then
existing,  including  the  Company's  earnings,  financial  condition  and
requirements,  restrictions  in  financing agreements, business conditions and
other  factors.    The  indenture  agreements covering both outstanding  first
mortgage  notes  in  the  aggregate  principal amount of $250,000,000 million,
contain  limitations  on  the  Company's  ability  to  pay  dividends.

                                      16

<PAGE>
ITEM  6.          SELECTED  FINANCIAL  DATA
Presented  below  are the selected consolidated financial data of Casino Magic
and its subsidiaries for the five years ended December 31, 1997 which has been
derived from the audited consolidated financial statements of Casino Magic and
its  subsidiaries.    This  data  has  not  been  examined  by  the  Company's
independent  auditors,  Arthur  Andersen  LLP.    The  selected  consolidated
financial  data  should be read in conjunction with the consolidated financial
statements,  related  notes and other financial information included elsewhere
in  this  Annual  Report.

<TABLE>
<CAPTION>


     (IN  THOUSANDS  EXCEPT  PER  SHARE  DATA)          YEAR  ENDED  DECMEBER  31,


Statements of Operations data            1997 (5)           1996 (4)   1995 (3)   1994 (2)   1993 (1)
                                 -------------------------  ---------  ---------  ---------  ---------
<S>                              <C>                        <C>        <C>        <C>        <C>
Revenue                          $                261,474   $180,278   $177,723   $185,018   $202,404
Costs and Expenses                                236,919    171,435    172,952    173,786    136,996
Income (loss) from Operations                      24,555      8,843      4,771     11,232     65,408
Other Expenses                                     30,335     45,109     18,293     14,450      5,677
Net Income (loss)                                  (5,249)   (31,589)   (10,292)    (3,030)    38,506
Net Income (loss) Per Share                         (0.15)     (0.89)     (0.31)     (0.10)      1.32

(IN THOUSANDS)                   Year Ended Decmeber 31,
-------------------------------  -------------------------

Balance Sheet Data                                1997 (5)   1996 (4)   1995 (3)   1994 (2)   1993 (1)
                                 -------------------------  ---------  ---------  ---------  ---------

Working Capital (deficiency)     $                (11,290)  $ (6,492)  $ 15,910   $ 20,847   $ 50,021
Total Assets                                      372,705    369,799    268,431    252,623    222,892
Current Liabilities (including
  construction payables)                           51,031     47,649     32,171     25,139     21,553
Long-term Debt, Net of
  Current Maturities                              253,471    258,261    136,840    135,643    131,984
Shareholders' Equity                               59,454     63,625     95,179     79,577     66,858
</TABLE>

(1)     Includes full years operations of Casino Magic-BSL, Casino Magic-South
Dakota  and  approximately  seven months of operations of Casino Magic-Biloxi.
(2)          Includes  full  years  operations  of Casino Magic-BSL and Casino
Magic-Biloxi,  Casino  Magic-South  Dakota.
(3)          Includes  full  years  operations  of  Casino  Magic-BSL,  Casino
Magic-Biloxi and Casino Magic-Neuquen, Casino Magic-South Dakota and seven and
one  half  months  of  operations  for Casino Magic-Porto Carras, a 49% equity
interest  of  Casino  Magic.
(4)          Includes  full  years  operations  of  Casino  Magic-BSL,  Casino
Magic-Biloxi,  Casino  Magic-Neuquen,  87  days  of  operations  of  Casino
Magic-Bossier  City,  six  and  one  half  months  of  operations  of  Casino
Magic-South Dakota and nine months of operations for Casino Magic-Porto Carras
a  49%  equity  interest  of  Casino  Magic.
(5)          Includes  full  years  operations  of  Casino  Magic-BSL,  Casino
Magic-Biloxi,  Casino  Magic-Neuquen  and  Casino  Magic-Bossier  City,







                                      17

<PAGE>
ITEM  7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS  OF  OPERATIONS
The  discussions  regarding  proposed  Company  developments  and  operations
included  in  "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS"  and  "NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL
STATEMENTS"  contain forward looking statements that involve a number of risks
and uncertainties.  These forward-looking statements relate to: (i) completion
of  a hotel in 1998 at Casino Magic-Biloxi; (ii) beginning construction on the
pavilion  expansion  and  hotel  at  Casino  Magic-Bossier City; and (iii) the
Company's  ability  to  fund planned developments and debt service obligations
over  the  next  twelve  months  with  currently available cash and marketable
securities  and  with cash flow from operations.  Construction projects entail
significant  construction risks, including, but not limited to, cost overruns,
delay  in receipt of governmental approvals, shortages in materials or skilled
labor,  labor disputes, unforeseen environmental or engineering problems, work
stoppage,  fire  and other natural disasters, construction scheduling problems
and  weather  interferences,  any  of  which,  if  it  occurred,  could  delay
construction or result in a substantial increase in costs to the Company.  The
Company's  ability  to meet its consolidated debt obligations may be dependent
upon  the  successful  completion  of the hotel at Casino Magic-Biloxi and the
other  planned  construction  projects  at  Casino Magic-Bossier City, and the
Company's  future operating performance, which is itself dependent on a number
of  factors,  such  as,  prevailing  economic  and  competitive  conditions,
regulatory  compliance,  and  other factors affecting the Company's operations
and business, many of which are outside of the Company's control.  In addition
to the risks and uncertainties discussed above, other factors that could cause
actual  results  to  differ  materially  are detailed from time to time in the
Company's  reports  filed  with  the  Securities  and  Exchange  Commission.
PROPOSED  MERGER
On February 19, 1998, the Company entered into an Agreement and Plan of Merger
(the  "Merger  Agreement")  with  Hollywood  Park,  Inc.  ("Hollywood"),  and
Acquisition II, Inc. ("HP") a wholly-owned subsidiary of Hollywood.  Under the
Merger Agreement, the Company has agreed, subject to approval of the Company's
shareholders,  to merge (the "Merger") with HP.  Upon such Merger, the Company
shall  be  the  surviving  entity and will become a wholly-owned subsidiary of
Hollywood.   Upon the Merger, the shareholders of the Company will be entitled
to  receive  $2.27  for  each  share  of  the  Company's  stock  held.
The  Merger  is subject to the approval of the Company's shareholders prior to
October  31,  1998,  and to the approval of the Mississippi Gaming Commission,
the  Nevada  Gaming  Commission,  and the Louisiana Gaming Control Board.  The
Merger  is  also  contingent  upon other matters, including a requirement that
neither  the  Company  nor  Hollywood  has  materially  breached any warranty,
representation or covenant contained in the Merger Agreement prior to the time
of the Merger.  If the Merger Agreement is terminated for certain reasons, the
Company  will  be  required  to  pay  Hollywood  $3,500,000.
The Merger Agreement restricts the ability of the Company to engage in certain
transactions  prior  to  the time of the Merger, except those which are in the
ordinary  course of business consistent with past practice, unless the Company
obtains the consent of Hollywood.  The Merger Agreement also imposes limits on
the capital expenditures and borrowing which the Company may effect, which are
not  inconsistent  with  the  Company's  current  plans.
GENERAL
The Company commenced operations on the Gulf Coast of Mississippi in September
1992  at Casino Magic-BSL.  In 1993 the Company opened Casino Magic-Biloxi; in
1995  the  Company opened a gaming facility in Porto Carras, Greece, (in which
the Company had a 49% equity ownership): in 1995 the Company opened two gaming
facilities  in  the  Province  of  Neuquen  Argentina; and in 1996 the Company
opened Casino Magic-Bossier City.  Since its organization in 1992, the Company
owned  and  operated  a  small  hotel/casino  in  Deadwood,  South  Dakota
("Goldiggers"),  which  was  immaterial to the Company's business.  Because of
poor  operating performance, in 1996 the Company sold its gaming facilities in
Deadwood,  South Dakota, and its 49% ownership in the gaming facility in Porto
Carras,  Greece.  In addition, the Company terminated all management operating
agreements  in  Greece.

                                      18

<PAGE>
RESULTS  OF  OPERATIONS
The  following  table  sets  forth for the periods indicated certain operating
information  for  the  Company  on  a  consolidated basis and for its existing
properties  as  of  December  31,  1997.  The principal operating entities are
Casino  Magic-BSL  and Casino Magic-Biloxi, both dockside casinos operating on
the  Gulf  Coast  of  Mississippi  ("Casino  Magic-Gulf  Coast"),  Casino
Magic-Bossier  City,  a  dockside  casino  in  Northwest  Louisiana and Casino
Magic-Neuquen, which commenced gaming operations at its two casinos in Neuquen
and  San  Mart  n  de los Andes, Argentina, on January 1, 1995.  The revenues,
costs and expenses of Porto Carras are not included below, as Porto Carras was
accounted  for  under  the  equity  method  of  accounting.
<TABLE>
<CAPTION>


FISCAL YEAR ENDED DECEMBER 31,
-------------------------------
<S>                              <C>        <C>        <C>
(In Thousands)                       1997       1996       1995
                                 ---------  ---------  ---------
Revenues:
Casino Magic-BSL (1)             $ 88,414   $ 83,924   $ 87,534
Casino Magic-Biloxi (2)            62,310     63,876     72,737
Casino Magic-Bossier City (3)      93,205     12,738         --
Casino Magic-Neuquen (4)           17,545     15,885     13,084
Corporate and Other (5)                --      3,855      4,368
                                 ---------  ---------  ---------
Total Revenues:                  $261,474   $180,278   $177,723

Costs and Expenses:
Casino Magic-BSL (1)             $ 71,927   $ 67,356   $ 71,356
Casino Magic-Biloxi (2)            58,096     56,983     59,882
Casino Magic-Bossier City (3)      87,468     20,060         --
Casino Magic-Neuquen (4)           12,634     12,553     11,424
Corporate and Other (5)             6,794     14,483     30,290
                                 ---------  ---------  ---------
Total Costs and Expenses:        $236,919   $171,435   $172,952

Income (Loss) From Operations:
Casino Magic-BSL (1)             $ 16,487   $ 16,568   $ 16,178
Casino Magic-Biloxi (2)             4,214      6,893     12,855
Casino Magic-Bossier City (3)       5,737     (7,322)        --
Casino Magic-Neuquen (4)            4,911      3,332      1,660
Corporate and Other (5)            (6,794)   (10,628)   (25,922)
                                 ---------  ---------  ---------
Total Income From Operations:    $ 24,555   $  8,843   $  4,771
                                 =========  =========  =========
<FN>

(1)     Began operations September 30, 1992; expanded casino capacity December
31,  1992.
(2)       Began operations June 5, 1993; expanded casino capacity December 16,
1993.
(3)          Began  operations  October  4, 1996; opened permanent facility on
December  31,  1996.
(4)          Began  operations  January  1,  1995.
(5)          Includes management fees and royalty fees from Porto Carras which
began operations May 18, 1995. Equity in earnings with respect to Porto Carras
was reported as non-operating income.  The Company ceased recording management
fees  and  royalty  fees  from  Porto  Carras  on  October  1,  1996.
</TABLE>



YEAR  ENDED  DECEMBER  31,  1997  COMPARED  TO  YEAR  ENDED  DECEMBER 31, 1996
Consolidated  revenues  increased  $81.2  million, or 45.0%, to $261.5 in 1997
compared  to  $180.3  in  1996.  The increase in 1997 consolidated revenues is
attributable  to  $93.2  million  in revenues from the Company's new facility,
Casino  Magic-Bossier  City,  which  opened  on  October  4,  1996.    Casino
Magic-Bossier  City revenues increased by $80.5 million in 1997 as compared to
1996.  This increase in revenues is the result of the facility opening in late
1996 using a temporary facility and the completion of the permanent land based
pavilion,  including  restaurants,  a  gift  shop  and  entertainment areas on
December  31,  1996.  Casino  Magic-Biloxi  revenues declined $1.6 million, or
2.5%,  from 1996 to 1997.  This decline is primarily the result of competition
from  other  casinos  with  greater  amenities  than  Casino  Magic-
                                      19

<PAGE>
Biloxi.   While competitive pressures will likely continue to adversely effect
Casino Magic-Biloxi's revenues and operating margins, management believes that
the  hotel  currently    in  the  final  stages  of  construction  at  Casino
Magic-Biloxi  will  help  offset  or  reverse  these  declines  in  revenues.
Completion  of  the  hotel  at  Casino  Magic-Biloxi is expected in the second
quarter  of  1998.    Additionally, Casino Magic-Biloxi may experience reduced
revenues  in 1998 due to customer inconveniences particularly those related to
the  construction  of  the hotel entrance areas. However, Management has taken
precautions  to  minimize  the  impact of the construction on the customer and
will  continue  to  do  so.  Other fluctuations in revenues when comparing the
periods ended December 31, 1997 to December 31, 1996 include: the loss of $3.1
million  in  royalties  and  management  fees  from  Greece in 1997 due to the
termination  of operations in Greece in December 1996; loss of $0.8 million in
revenues  as of the result of the sale of Goldiggers in June 1996; revenues at
Casino Magic-BSL increased $4.5 million as the result of increased direct mail
efforts  and  improved  amenities,  which  include  a golf course and expanded
buffet;  and  an  increase in revenues at Casino Magic-Neuquen of $1.7 million
attributable  to  the addition of seventy-five slot machines during the latter
half  of  1997  and  the  continued  popularity  of  slot  machines  at Casino
Magic-Neuquen.
Total  operating  expenses increased $65.5 million, or 38.2% to $236.9 million
in  1997  compared to $171.4 million in 1996.  Of this increase, $67.4 million
is  related to Casino Magic-Bossier City, which opened in October 1996 and the
closure  of  Goldiggers  in  June 1996, which decreased operating expenses, by
$1.2  million.    Excluding  the  effects  of  Casino  Magic-Bossier  City and
Goldiggers,  operating  costs  in  1997 decreased by $0.7 million, or 0.5%, as
compared  to  operating  costs  in  1996.    Although total operating expenses
remained  flat  between  the  comparable  periods  for 1997 and 1996 there are
significant  fluctuations in various categories.  Casino expenses increased by
$4.0  million  in  1997  as  compared  to  1996 as a result of increased costs
associated  increases  in  player's  club  slot  point  redemption values, the
increased  use  of  complimentaries  in marketing efforts and increased gaming
taxes due to increased revenues.  Other operating costs and expenses increased
$1.0  million  as a result of the opening of a golf course at Casino Magic-BSL
in February 1997.  Advertising and marketing expense increased by $2.3 million
due to increased motorcoach based marketing efforts at Casino Magic-Biloxi and
the  associated  commission  and  giveaways  expenses.    The  increases  in
advertising  and  marketing  costs  are  the  results of attempts to stabilize
revenues  in  Biloxi  and offset the effects of disruption caused by the hotel
construction.   General and administrative costs decreased by $2.7 million and
are  a  result of cost containment efforts and staff reductions.  The majority
of  this  decrease,  $2.3  million  was  at  the  corporate  management level.
Development  expenses  decreased  by  $1.2  million  as  a result of decreased
efforts  to  pursue new gaming opportunities.  Depreciation expenses decreased
by  $1.9  due  to  the sale of various assets held by Casino Magic including a
jet  airplane  and slot machines that were previously leased in Argentina.  It
is  anticipated  that  depreciation expense will increase after the opening of
the  hotel  in  Biloxi.
Consolidated  "Other  (income)  expense"  (non-operating  income and expenses)
improved  by  $14.8 million, to net expense of $30.3 million in 1997, compared
to a net expense of $45.1 million in 1996.  Approximately $27.0 million of the
additional  expenses  in  1996  were  attributable to management's decision to
write  off  its  49%  equity  interest  in  a gaming facility in Porto Carras,
Greece.  Net  interest  expense increased by $13.5 million in 1997 compared to
the same period in 1996.  This was due to the increased debt from the issuance
of  the  $115,000,000,  13%  Louisiana First Mortgage Notes by Casino Magic of
Louisiana,  Corp.  ( a wholly-owned subsidiary of the Company ) in late August
1996,  and  a  reduction  of  $3.7  million in capitalized interest due to the
completion  of  the  Casino Magic-Bossier City facility and the golf course at
Casino Magic-Casino Magic-BSL.  Other income increased by $2.3 million in 1997
compared  to the same period in 1996 due to a gain on the sale of the Crescent
City  Riverboat  and  the  gain  on  the  sale  of  a  49%  interest in Casino
Magic-Neuquen.
The  Company's  effective tax rates for 1997 and 1996 of approximately (26.9%)
and (12.9%), respectively, are the result of an allowance against deferred tax
assets.  This allowance reduces net deferred tax assets to approximately zero.
YEAR  ENDED  DECEMBER  31,  1996  COMPARED  TO  YEAR  ENDED  DECEMBER 31, 1995
Consolidated  revenues  increased  $2.6  million,  or  1.4%, to $180.3 in 1996
compared  to  $177.7  in  1995.  The increase in 1996 consolidated revenues is
attributable  to  $12.7  million  in  revenues from Casino Magic-Bossier City,
which  opened  using  a  temporary  facility  on October 4, 1996 and increased
revenues  from Casino Magic-Neuquen of $2.8 million, or 21.4%. The majority of
the  increase  at  Casino  Magic-Neuquen  in  revenues  is attributable to the
increased  slot  revenues  of  $3.4  million.  Slot revenues increased in 1996
compared  to the same period in 1995 due to an increase in the number of slots
at  Casino  Magic-Neuquen  from  89  to 400 in May 1995.  Additional increases
resulted  from  increased  customer  counts  and  their  influence on food and
beverage  revenues.   These increases in revenues at Casino Magic-Neuquen were
partially  offset  by  declining  table  games  revenues.    These increase in
consolidated
                                      20

<PAGE>
revenues  where  offset  by  reduced  revenues  at  Casino  Magic-BSL,  Casino
Magic-Biloxi  and  the loss of approximately six months revenues from the sale
of a gaming facility in Deadwood, South Dakota, which the Company sold in June
1996.  Casino Magic-Biloxi revenues declined $8.9 million, or 12.2%, from 1995
to  1996.    This  decline  is  primarily  the result of adjacent hotel/casino
operations  on  both  sides  of  Casino Magic-Biloxi, which have significantly
greater  amenities than Casino Magic-Biloxi.  While competitive pressures will
likely  continue  to  adversely  effect  Casino  Magic-Biloxi's  revenues  and
operating  margins,  management  believes  that  the  hotel  currently  under
construction at Casino Magic-Biloxi will help offset or reverse these declines
in  revenues.    Completion of the hotel at Casino Magic-Biloxi is expected in
1998.  The combination of construction disruption caused by the development of
a  new  buffet and kitchen and increased overall competition in the Gulf Coast
and  New  Orleans  markets, both of which Casino Magic-BSL competes in, caused
the  $3.6 million, or 4.1%, decline in revenues at Casino Magic-BSL.  The loss
of $1.4 million in Corporate and other revenues is due to the sale of a gaming
facility  located  in  Deadwood,  South Dakota, which the Company sold in June
1996.  Although royalty and management fee revenues increased by $0.9 million,
or  39.3%,  to  $3.1  million  in 1996, the Company has divested itself of all
operations  in  Greece  during  1996  where  the majority of all royalties and
management  fee  revenues  where  generated.
Total  operating  costs  and expenses were down $1.5 million, or 1.0%, in 1996
compared to 1995.  Casino expenses increased $5.3 million, or 7.6%, during the
same  period  principally  as  a  result  of  the Company opening a new gaming
facility in Bossier City, Louisiana, which had $7.1 million in casino expenses
in  1996.    This increase in casino expenses relating to Casino Magic-Bossier
City  was  offset  by  reduced  expenses at Casino Magic-Biloxi as a result of
reduced  revenues,  and the sale of the Company's gaming facility at Deadwood,
South Dakota in June 1996.  Food and beverage costs increased $0.6 million, or
8.1%,  as  a  result  of  increased  customer traffic at Casino Magic-Neuquen.
Casino  Magic-Neuquen relies on its food and beverage facilities at the casino
to  promote  casino operations.   Other operating costs and expenses increased
$1.5  million,  or  110.5%,  to  $2.8  million in 1996 compared to 1995.  This
increase  is the result of additions to amenities at Casino Magic-BSL, and the
transfer  of  the  gift  shop  operations  at  Casino  Magic-BSL  and  Casino
Magic-Biloxi from a third party to the Company.  During 1996, Casino Magic-BSL
added  amenities  relating  to the Arnold Palmer designed golf course, such as
the  pro  shop,  the  Arnold  Palmer  Golf  Academy  and  the  groundskeeping
department.    In  addition,  Casino  Magic-BSL  began  operating a child-care
facility  for  casino  patrons  in  1996.   Advertising and marketing expenses
decreased  by  $5.0  million,  or  19.2%,  in  1996 as compared to 1995.  This
decrease  is  the  result  of  several  factors: a reduction in the use of air
charters  to  attract  customers;  the  use  of more cost efficient promotions
concerning  give-aways  through  the  Magic  Money  Players  Club Card; and an
overall  reduction  in  marketing  and  advertising  costs  during 1996.  This
decrease  was  offset  by  the  opening  of the Company's new facility, Casino
Magic-Bossier  City,  in  October  1996.
General  and administrative expenses decreased $4.3 million, or 15.0%, in 1996
as  compared  to  the  same  period  of 1995.  The decline is a result of cost
reduction  measures  implemented  in  early 1996, including the elimination of
several  corporate  officer  positions.    Property operation, maintenance and
energy  costs increased $3.4 million, or 83.2%, in 1996 as compared to 1995 as
the  result  of the addition of Casino Magic-Bossier City, the continued aging
of  the  facilities at Casino Magic-BSL and Casino Magic-Biloxi which required
more  maintenance  costs  in  1996,  and  the addition of the golf facility at
Casino Magic-BSL in 1996.  Rents, property taxes and insurance costs increased
by  $1.7  million,  or 38.9%, in 1996 as compared to 1995.  The increase is in
part  a result of the addition of Casino Magic-Bossier City.  Depreciation and
amortization increased $2.6 million, or 16.3%, in 1996 as compared to the same
period  in 1995.  This increase is due to the addition of tangible depreciable
property,  the  amortization  of  the  investment  costs  in  excess of equity
interest  in  the  49% owned Greek gaming facility which was amortized for 105
days  in  1995 and for nine months in 1996, and a change in 1996 in the method
used  to  amortize  the  Company's  land  option deposits over the life of the
option.    During  1996, management wrote-off the excess of equity interest in
the  Greek gaming facility.  Furthermore, the addition of Casino Magic-Bossier
City  increased  depreciation  expense,  while  the divesting of the Company's
gaming facility in Deadwood, South Dakota, decreased depreciation expense.  In
1997,  depreciation  and  amortization  will  increase  due to the addition of
Casino  Magic-Bossier  City.  Preopening  costs  increased by $4.7 million, or
260.0%,  in  1996  from  1995.    This  is  a  result of the opening of Casino
Magic-Bossier  City  in  October  1996.   In 1995 the Company opened the Greek
gaming  facility  in  which  it  had  a  49%  ownership.
Consolidated  other  (income)  expense  (non-operating  income  and  expenses)
increased  $26.8  million from a net expense of $18.3 million to a net expense
of  $45.1  million  over  the  comparative  periods.   Of this increase, $26.1
million,  is  due  to  the Company's decision to write off its investment in a
gaming  facility  in  Porto Carras, Greece, ("Porto Carras") where the Company
had  a  49%  equity  interest.  Management's decision was based on the results
from  the  Company's  Greek gaming facilities after the opening of a competing
casino.    In  September  1996,  Hyatt  Corporation  opened  a  new
                                      21

<PAGE>
casino  in  the City of Thessaloniki, Porto Carras's primary market.  Although
the  Company  anticipated  some  revenue  loss  as  a result of this increased
competition,  the actual effects were greater than anticipated and resulted in
a  $2.0  million loss in operations at Porto Carras for the month of September
1996.    Despite  new  marketing  and  cost  containment efforts, these losses
continued.    Furthermore,  the  majority  owner  in  Porto Carras venture was
unwilling  or unable to advance any funds to the operation.  Additionally, the
majority  owner  informed  the  Company  that  it  did not intend to operate a
substantial  portion of the Porto Carras resort area, consisting of two hotels
and  amenities,  during  the 1997 season.  These factors, among others, led to
the  Company's decision to write off its investment in Porto Carras and led to
the  sale of Porto Carras in December 1996 for a nominal amount.  Net interest
expense  (interest  expense  less  capitalized  interest  and interest income)
increased  $2.1  million from 1995 to 1996.  The increase reflects the cost of
funding  the  development  of  Casino Magic-Bossier City.  In August 1996, the
Company,  through  a  wholly  owned  subsidiary,  issued $115 million in first
mortgage  notes  to  fund  Casino  Magic-Bossier  City.   In 1995, the Company
expensed  capitalized  costs  relating  to  development  joint ventures in the
amount  of  $2.2  million.    In  1996,  no  such  expense  was  incurred.
The  Company's  effective  tax  rate  for 1996 of approximately (13.0%) is the
result  of  an  allowance  against  deferred  tax assets of approximately $8.2
million.    This  valuation  allowance  was  recorded  in  recognition  of the
Company's  recent  operating  results.    The  effective  tax rate for 1995 of
(24.0%)  is  due  to  significant  permanent  tax  differences.
LIQUIDITY  AND  CAPITAL  RESOURCES
At  December  31,  1997,  the  Company  had unrestricted cash of $20.9 million
compared  to  unrestricted  cash  of  $17.6  million at December 31, 1996.  At
December  31,  1997,  the  Company  also  had  restricted  cash and marketable
securities of $10.7 million related to the sale of the Crescent City Riverboat
(see  discussion  below).    The  Company had $17.0 million in restricted cash
relating  to  the $115 million, 13% Louisiana First Mortgage Notes at December
31,  1996.   For the year ended December 31, 1997, the Company generated $23.8
million  of  cash  flow from operating activities and received $6.4 million of
proceeds  from  the  issuance  of  debt.  During  1997 the Company spent $37.1
million  for  acquisitions  of  property, equipment and reduced debt by  $12.1
million.
Of  the  $37.1  million  spent,  approximately  $28.6  million was expended in
capital  improvements  at Casino Magic-Gulf Coast, and $7.2 million in capital
expenditures  at  Casino  Magic-Bossier  City.    The Company plans additional
capital improvements at Casino Magic-Gulf Coast and Casino Magic-Bossier City,
much  of which is subject to cash flows generated by the Company's operations,
and  the  availability  of  financing.   There are no assurances that adequate
funding  will  be  available  for  these  planned  improvements.
The  Company  opened  Casino  Magic-Bossier  City  on  October 4, 1996 using a
temporary  boarding  facility,  and on December 31, 1996, opened the permanent
facility.  The Company plans to expand the land based pavilion and construct a
188-room  convention  hotel,  including restaurants, and a swimming pool.  The
construction  of  the  hotel  is  expected to be funded primarily by the $11.7
million  in proceeds received from the sale of the Crescent City Riverboat and
the  future  operating  cash flow of Casino Magic-Bossier City.  No assurances
can  be  given  that the proceeds from the sale of the Crescent City Riverboat
and  the  cash  flow  from the operations of Casino Magic-Bossier City will be
sufficient  to  complete  such  hotel  and  related  facilities  or that these
improvements  will  ever  be  developed.
The  Company  is  near  completion of a hotel at Casino Magic-Biloxi above the
eight-story  parking garage adjacent to the casino.  The hotel will consist of
approximately  378  rooms, including 86 suites, and will include a health spa,
beauty salon, swimming pool and conference space.  Completion is estimated for
the  second  quarter 1998.  The hotel construction costs have been funded  out
of  the  cash  flow  of Casino Magic-BSL and Casino Magic-Biloxi, and the $7.0
million  in  proceeds  from  the  sale of  a  49% ownership interest in Casino
Magic-Neuquen.  The  Company  has  obtained  debt  financing of the furniture,
fixtures and equipment for the Casino Magic-Biloxi hotel in the amount of $6.5
million.
Under  the  terms  of  the  Indenture  associated  with the $135,000,000 First
Mortgage  Notes,  Casino  Magic  Corp., Mardi Gras Casino Corp., Biloxi Casino
Corp.  and  Casino  Magic  Finance Corp. have certain restrictions relative to
additional borrowings and guarantees.  Jefferson Casino Corporation and Casino
Magic  of  Louisiana,  Corp.  have certain restrictions relative to additional
borrowings and cash flow under the terms of the Louisiana Indenture associated
with  the  $115,000,000  First  Mortgage  Notes.
The  Company  commenced  operations in 1995 outside the United States becoming
subject  to certain risks including foreign currency exchange, repatriation of
earnings  and  profits,  and  adverse foreign tax treatment.  In addition, the
                                      22

<PAGE>
Company  will  incur  the  general  business risk associated with operating in
foreign  county  where  culture  and business practices may vary significantly
from  that  in  the United States.  Such risks could have a material impact on
the  operating  results  and  liquidity  of  the  Company.
The  Company will have a significant need for cash in 1998 and beyond in order
to  continue  its planned development of its existing properties.  The Company
believes  that  cash  and marketable securities at December 31, 1997, and cash
flows  from  operations  will  be sufficient to service its operating and debt
service  requirements,  including  the  completion  of  the  hotel  at  Casino
Magic-Biloxi  and  the  construction  of  the Casino Magic-Bossier City hotel,
through  at  least  the  next  twelve  months,  but  are not anticipated to be
sufficient  to  engage  in any other development activities without additional
debt  or  equity  financing.
ITEM  8.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
The consolidated financial statements of Casino Magic and subsidiaries and the
notes  thereto  are  attached  to  this  Annual  Report.
ITEM  9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE
None.
                                   PART III
ITEM  10.          DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
The  discussion  under  the  section  captioned  "Proposal No. 1 - ELECTION OF
DIRECTORS" to be included in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission ("SEC") and delivered to the
Registrant's  shareholders  pursuant  to  Regulation 14A promulgated under the
Securities  Exchange  Act of 1934, as amended ("Regulation 14A"), with respect
to  the  1998  annual  meeting  of  shareholders  of  the  Registrant  ("1998
Shareholders  Meeting")  is incorporated by reference in response to this Item
10.
ITEM  11.          EXECUTIVE  COMPENSATION
The  discussion  under  the  section  captioned  "EXECUTIVE  COMPENSATION" but
excluding  the  discussions  contained in the subsections captioned "EXECUTIVE
COMPENSATION  -  Compensation  Committee Report on Executive Compensation" and
"EXECUTIVE  COMPENSATION  -  Performance  Graph",  to  be  included  in  the
Registrant's definitive proxy statement to be filed with the SEC and delivered
to  the  Registrant's  shareholders pursuant to Regulation 14A with respect to
the 1998 Shareholders Meeting is incorporated by reference in response to Item
11.
ITEM  12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The  discussion  under  the  section  captioned "PRINCIPAL SHAREHOLDERS" to be
included  in  the Registrant's definitive proxy statement to be filed with the
SEC  and delivered to the Registrant's shareholders pursuant to Regulation 14A
with  respect to the 1998 Shareholders Meeting is incorporated by reference in
response  to  Item  12.
ITEM  13.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
The  discussion  under  the  section  captioned  "CERTAIN  TRANSACTIONS" to be
included  in  the Registrant's definitive proxy statement to be filed with the
SEC  and delivered to the Registrant's shareholders pursuant to Regulation 14A
with  respect to the 1998 Shareholders Meeting is incorporated by reference in
response  to  Item  13.
                                   PART IV
ITEM  14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
     (A)  1.          FINANCIAL  STATEMENTS  OF  CASINO  MAGIC  CORP.  AND ITS
SUBSIDIARIEs
Independent  Auditors'  Report  of  Arthur  Andersen  LLP.
Consolidated  Balance  Sheets  as  of  December  31,  1997  and  1996.
Consolidated  Statements  of Operations - years ended December 31, 1997, 1996,
and  1995.
Consolidated  Statements  of  Shareholders'  Equity - years ended December 31,
1997,  1995,  and  1995.
Consolidated  Statements  of Cash Flows - years ended December 31, 1997, 1996,
and  1995.
Notes  to  Consolidated  Financial  Statements
                                      23

<PAGE>
           (A) 2.     FINANCIAL STATEMENT SCHEDULES OF CASINO MAGIC CORP. AND
ITS  SUBSIDIARIEs



All schedules are omitted because they are not applicable, or not required, or
the information is included in the Consolidated Financial Statements of Casino
Magic  Corp.  and  its  subsidiaries.

          (B)          REPORTS  ON  FORM  8-K
No  reports  on Form 8-K were been filed during the fourth quarter of the year
ended  December  31,  1997.
A  report  on  Form  8-K  was  filed on March 4, 1998 relating to the proposed
merger  with  Hollywood  Park  Inc.

     (C)          EXHIBITs
3(i)(a)(1)          Articles  of  Incorporation  of  Casino  Magic  Corp.
3(i)(b)(2)        Articles of Amendment to Articles of Incorporation of Casino
Magic  Corp.
3(ii)(a)(1)          By-Laws  of  Casino  Magic  Corp.  as  amended.
3(ii)(b)(8)       Amendment dated April 4, 1995 to the By-Laws of Casino Magic
Corp.
3(ii)(c)(11)          Amendment dated August 11, 1995 to the By-Laws of Casino
Magic  Corp.
4.1(4)              Form of Certificate for Common Stock of Casino Magic Corp.
4.2(3)                    Form of 11.5% First Mortgage Note due 2001 Series B.
4.3(2)             Indenture Dated October 14, 1993 among Casino Magic Finance
Corp.,  Casino  Magic  Corp.,  and  IBJ Schroder Bank & Trust Company (Without
Exhibits).
4.4                    Deleted
4.5                    Deleted
4.6(5)             Form of Warrant issued to Summit Investment Corporation and
related persons for the purchase of an aggregate of 1,110,000 shares of Common
Stock.
4.7(15)                Indenture dated as of May 13, 1996, $35,000,000 11 1/2%
Senior  Secured  Notes  due  1999.
4.8(14)           Form of Casino Magic of Louisiana Corp.'s ("Louisiana Corp")
13%  First  Mortgage  Notes due 2003 with Contingent Interest in the aggregate
principal  amount  of  $115,000,000.
4.9(14)               Form of Guarantee issued on August 22, 1996 by Jefferson
Casino  Corporation.
4.10(14)          Indenture dated as of August 22, 1996 by and among Louisiana
Corp,  First  Union  Bank of Connecticut, as Trustee, and the Guarantors named
therein,  for  Louisiana  Corp.'s $115,000,000 of 13% First Mortgage Notes due
2003  with  Contingent  Interest.
4.11(14)          Registration Rights Agreement dated as of August 22, 1996 by
and  among  Louisiana  Corp,  the  Guarantors  named  therein  and the Initial
Purchasers  named  therein.
4.12(14)           Cash Collateral and Disbursement Agreement dated August 22,
1996 by and among Louisiana Corp, First Union Bank of Connecticut, as Trustee,
and  First  National  Bank  of  Commerce,  as  disbursement  agent.
4.13(14)         Security Agreement dated as of August 12, 1996 by and between
First Union Bank of Connecticut, as Trustee, and Louisiana Corp, as Guarantor.
4.14(14)         Stock Pledge dated as of August 22, 1996 by and between First
Union  Bank  of  Connecticut, as Trustee, and Jefferson Casino Corporation, as
Pledgor.
4.15(14)        Security Agreements dated as of August 22, 1996 by and between
First Union Bank of Connecticut, as Trustee, and Jefferson Casino Corporation.
4.16(14)          First  Preferred  Ship Mortgages dated as of August 22, 1996
executed in favor of First Union Bank of Connecticut, as Trustee, by Louisiana
Corp.
4.17(14)          First  Preferred  Ship Mortgages dated as of August 22, 1996
executed in favor of First Union Bank of Connecticut, as Trustee, by Louisiana
Corp.
4.18(14)      Mortgage of Louisiana Corp. dated as of August 22, 1996 executed
in  favor  of  First  Union  Bank  of  Connecticut,  as  Trustee.
4.19(14)          Cash  Collateral  and  Disbursement  Agreement.
4.20(14)          Form  of  Accounts  Pledge  Agreement.
4.21(14)                    Note  Purchase  Agreement  dated  August 16, 1996.
4.22(14)          Collateral  Assignment  dated  August  22,  1996.
10.1(1)*          Employment  Agreement  dated  June 1, 1992 between Marlin F.
Torguson  and Casino Magic Corp., and Amendment No. 1 thereto dated August 26,
1992.


                                      24

<PAGE>
10.2(7)*         Amendment No. 2 dated August 26, 1994 to Employment Agreement
between  Marlin  F.  Torguson  and  Casino  Magic  Corp.
10.3                    Deleted
10.4                    Deleted
10.5                    Deleted
10.6(a)(1)*          Incentive  Stock  Option  Plan.
10.6(b)(2)*        Amendment adopted on May 13, 1993 to Incentive Stock Option
Plan.
10.6(c)(2)*        Amendment adopted on May 14, 1993 to Incentive Stock Option
Plan.
10.7(1)                    Lease  Agreement  dated April 4, 1992 between G & W
Enterprises,  Inc.  and  Biloxi  Casino  Corp.
10.8                    Deleted
10.11                    Deleted
10.12(2)        Public Trust Tidelands Lease dated May 27, 1993 between Biloxi
Casino  Corp.  and  the  State  of  Mississippi.
10.13(2)         Lease Agreement dated November 23, 1992 between Gary Gollott,
Tommy  Gollott  and  Tyrone  Gollott,  and  Biloxi  Casino  Corp.
10.14(2)        Promissory Note dated October 14, 1993 in the principal sum of
$67,500,000 issued by Mardi Gras Casino Corp. in favor of Casino Magic Finance
Corp.
10.15(2)        Promissory Note dated October 14, 1993 in the principal sum of
$67,500,000  issued  by  Biloxi  Casino Corp. in favor of Casino Magic Finance
Corp.
10.16(2)         Guaranty dated October 14, 1993 by Mardi Gras Casino Corp. of
Biloxi  Casino  Corp.  Note.
10.17(2)       Guaranty dated October 14, 1993 by Biloxi Casino Corp. of Mardi
Gras  Casino  Corp.  Note.
10.18(2)       First and Second Deeds of Trust dated October 14, 1993 by Mardi
Gras  Casino  Corp.  in  favor  of  Casino  Magic  Finance  Corp.
10.19(2)      First and Second Deeds of Trust dated October 14, 1993 by Biloxi
Casino  Corp.  in  favor  of  Casino  Magic  Finance  Corp.
10.20(2)      First and Second Leasehold Deeds of Trust dated October 14, 1993
for  G&W  Lease.
10.21(2)      First and Second Leasehold Deeds of Trust dated October 14, 1993
for  Gollott  Lease.
10.22(2)      First and Second Leasehold Deeds of Trust dated October 14, 1993
for  State  of  Mississippi  Lease.
10.23(2)          Assignments  of  Deeds  of  Trust  dated  October  14, 1993.
10.24(2)        Pledge and Security Agreement I & II dated October 14, 1993 of
Mardi  Gras  Casino  Corp.
10.25(2)        Pledge and Security Agreement I & II dated October 14, 1993 of
Biloxi  Casino  Corp.
10.26(2)      Assignment and Pledge Agreement dated October 14, 1993 of Casino
Magic  Finance  Corp.
10.27                    Deleted
10.28                    Deleted
10.29                    Deleted
10.30                    Deleted
10.31                    Deleted
10.32(4)     Option Agreement dated March 2, 1994 between Anthony's Hawthorne,
Inc.  and  Boston  Casino  Corp.
10.33(4)      Option Mortgage dated March 2, 1994 by Anthony's Hawthorne, Inc.
in  favor  of  Boston  Casino  Corp.
10.34(4)        Guaranty dated March 2, 1994 by Casino Magic Corp. in favor of
Anthony's  Hawthorne,  Inc.
10.35(4)       Option Agreement dated July 2, 1993 between Atlantic Land Corp.
and  Casino  Magic  Corp.  to  acquire real estate located in Mobile, Alabama.
10.36(4)       Option Agreement dated July 13, 1993 between Marshall J. Demouy
and  Edward F. Murray, Jr., as Trustees and Casino Magic Corp. to acquire real
estate  located  in  Mobile,  Alabama.
10.37(4)       Option Agreement dated July 13, 1993 between Marshall J. Demouy
and  Edward F. Murray, Jr., as Trustees and Casino Magic Corp. to acquire real
estate  located  in  Mobile,  Alabama.
10.38(4)          Option  to Lease Real Estate dated December 11, 1993 between
Opportunity  Options, Inc. and Casino Magic Corp. to lease real estate located
in  Crawford  County,  Indiana.
10.39                    Deleted
10.40                    Deleted
10.41                    Deleted

                                      25

<PAGE>
10.42          Deleted
10.43          Deleted
10.44(6)*       Employment Agreement dated September 1, 1994 between Robert A.
Callaway  and  Casino  Magic  Corp.
10.45          Deleted
10.46          Deleted
10.47          Deleted
10.48          Deleted
10.49          Deleted
10.50(7)        Concession Contract for the Management, Operation, Maintenance
and  Related  Services  of  the  Gaming Houses of the Provincial Casino in the
Cities  of Neuquen and San Martin De Los Andes dated December 21, 1994 between
the  Province of Neuquen and Casino Magic Neuquen, S.A. (English translation).
10.51                    Deleted
10.52(7)       Option Agreement dated February 14, 1995 among Estate of Janice
Small,  Ronald  W. Brewer, executor, and Casino Magic Corp. for real estate in
Crawford  County,  Indiana.
10.53(7)       Option Agreement dated January 11, 1994 between Terry Roser and
Eddie  P.  Roser  (collectively)  and  Casino  Magic  Corp. for real estate in
Crawford  County,  Indiana.
10.54                    Deleted
10.55                    Deleted
10.56(7)          Consulting Agreement between Casino Magic Corp. and National
Gaming  Consultants,  Inc.  dated  January  15,  1994.
10.57                    Deleted
10.58                    Deleted
10.59                    Deleted
10.60                    Deleted
10.61                    Deleted
10.62                    Deleted
10.63                    Deleted
10.64(7)       Option Agreement dated January 11, 1994 between Tower Orchards,
Inc.  and  Casino  Magic  Corp.  for  real estate in Crawford County, Indiana.
10.65                    Deleted
10.66                    Deleted
10.67                    Deleted
10.68                    Deleted
10.69          Deleted
10.70          Deleted
10.71          Deleted
10.72          Deleted
10.73          Deleted
10.74          Deleted
10.75          Deleted
10.76          Deleted
10.77(9)         Extension of Exclusive Option to Purchase dated June 26, 1995
between  Atlantic  Land  Corp.  and  Casino Magic Corp. to acquire real estate
located  in  Mobile,  Alabama.
10.78(9)      Registration Agreement dated June 26, 1995 between Atlantic Land
Corp.  and  Casino  Magic  Corp.
10.79(9)      Stock Option Agreement dated June 26, 1995 between Atlantic Land
Corp.  and  Casino  Magic  Corp.
10.80*          Deleted
10.81(10)*      Employment Agreement dated October 2, 1995 between the Company
and  Jay    S.  Osman
10.82(10)     Lease Agreement dated September 29, 1995 between the Company and
the  State  of    Mississippi
10.83(10)      Memorandum of Understanding dated May, 1995 between the Company
and  Lakes  Region    Greyhound  Park.
10.84                    Deleted
10.85                    Deleted

                                      26

<PAGE>
10.86                    Deleted
10.87                    Deleted
10.88          Deleted
10.89          Deleted
10.90          Deleted
10.91                    Deleted
10.92(11*         Employment Agreement between Casino Magic Corp. and James E.
Ernst  dated  December  20,  1995.
10.93                    Deleted
10.94                    Deleted
10.95(11)      Purchase Agreement between Casino Magic Corp., Jefferson Casino
Corporation,  C-M  of  Louisiana,  Inc. and Capital Gaming International, Inc.
dated  February  21,  1996.  [Crescent  City].
10.96(11)     Amendment to an option agreement between Boston Casino Corp. and
Anthony's  Hawthorne,  Inc.  dated  January  22,  1996.
10.97                    Deleted
10.98(11)         Non-Statutory Stock Option Agreement dated December 20, 1995
between  James  E.  Ernst  and  Casino  Magic  Corp.
10.99                    Deleted
10.100                    Deleted
10.101                    Deleted
10.102                    Deleted
10.103                 Loan Participation Agreement dated June 28, 1996 by and
between  BNC  National  Bank  and  Casino  Magic  American  Corp.
10.104(16)*       Employment Agreement dated June 25, 1996 between Ken Schultz
and  Casino  Magic  Corp.
10.105(16)*       Employment Agreement dated July 2, 1996 between Juris Basens
and  Casino  Magic  Corp.
10.106(16)*     Employment Agreement dated July 11, 1996 between David Paltzik
and  Casino  Magic  Corp
10.107(16)         Agreement dated December 12, 1996 among Touristiki Georgiki
Exagogiki,  S.A.,  Parral  Compania Naviera, S.A., Casino Magic (Europe) B.V.,
Casino  Magic  Hellas Management Services S.A. and Casino Magic Corp. relating
to  the  termination  of  Joint Venture Agreement and the Management Agreement
between  the  parties.
10.108(16)         Agreement dated December 12, 1996 among Touristiki Georgiki
Exagogiki,  S.A.,  Parral  Compania Naviera, S.A., Casino Magic (Europe) B.V.,
Casino  Magic  Hellas Management Services S.A., Casino Magic Corp.  and Murbec
Inc.  relating  to  the  purchase  of  Porto  Carras  Casino  S.A.
10.109(16)         Amendment to Operating Agreement of Kansas Gaming Partners,
L.L.C.  dated  January  22,  1997.
10.110(17)         Purchase agreement for sale of Registrant's 49% interest in
Casino  Magic  Neuqu  n,  S.A.  to  Crown  Casino  Corp.
10.111(17)     Purchase agreement for sale of Crescent City Queen riverboat to
Hollywood  Park,  Inc.  for  $11.7  million.
10.112(18)       Agreement and Plan of Merger dated February 19, 1997, between
Casino  Magic  Corp.  Hollywood  Park,  Inc.  and  HP  Acquisition  II,  Inc.
10.113*               Change in control severance plan for officers and casino
managers  effective  1/23/98.
18.             Letter from Arthur Andersen LLP regarding change in accounting
principal  or  practice.
21.1                    Subsidiaries  of  Casino  Magic  Corp.
23.1                    Consent  of  Independent  Public  Accountants.
27.                    Financial  Data  Schedule  (filed electronically only).

*  Indicates  management  contracts  and  compensatory plans and arrangements.

(1)       Incorporated by reference to the Registrant's Registration Statement
(No.  33-51438)  on  Form  S-1  dated  August  28,  1992.
(2)       Incorporated by reference to the Registrant's Registration Statement
(No.  33-71572)  on  Form  S-4  dated  November  12,  1993.

                                      27
<PAGE>
(3)          Incorporated  by reference to Amendment No. 2 to the Registrant's
Registration  Statement  (No.  33-71572)  on  Form S-4 dated February 3, 1994.
(4)        Incorporated by reference to the Registrant's Annual Report on Form
10-K  for  the  fiscal  year  ended  December  31,  1993.
(5)          Incorporated  by reference to Amendment No. 3 to the Registrant's
Registration  Statement  (No.  33-51438)  on  Form S-1 dated October 21, 1992.
(6)     Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q  for  the  period  ended  September  30,  1994.
(7)        Incorporated by reference to the Registrant's Annual Report on Form
10-K  for  the  Fiscal  Year  ended  December  31,  1994.
(8)     Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q  for  the  period  ended  March  31,  1995.
(9)     Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q  for  the  period  ended  June  30,  1995.
(10)         Incorporated by reference to the Registrant's Quarterly Report on
Form  10-Q  for  the  period  ended  September  30,  1995.
 (11)         Incorporated by reference to Registrant's Annual Report on  Form
10-K  for  the  period  ended  December  31,  1995.
(12)        Incorporated by reference to Registrant's Quarterly Report on Form
10-Q  for  the  period  ended  March  31,  1996.
(13)        Incorporated by reference to Registrant's Quarterly Report on Form
10-Q  for  the  period  ended  June  30,  1996.
(14)          Incorporated  by  reference  to  Casino Magic of Louisiana Corp.
Registration  Statement  (No.  333-14535)  on Form S-4 dated October 21, 1996.
(15)      Incorporated by reference to the Registrant's Form 8-K filed May 28,
1996.
(16)      Incorporated by reference to Registrant's Annual Report on Form 10-K
for  the  period  ended  December  31,  1996.
(17)        Incorporated by reference to Registrant's Quarterly Report on Form
10-Q  for  the  period  ended  September  30,  1997
(18)        Incorporated by reference to Registrant's Report on Form 8-K filed
March  4,  1998


 (D)   Financial Statements required by Regulation S-X which are excluded from
the  Annual  Report  to  Shareholders.
       None.

                                      28

<PAGE>
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.

     CASINO  MAGIC  CORP.

Dated:    March  30,  1998          By:  /s/  James  E.  Ernst
     James  E.  Ernst.,  President
     and  Chief  Executive  Officer
 .
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/  Marlin  F.  Torguson          Chairman  of  the  Board     March 30, 1998
Marlin  F.  Torguson

/s/  James  E.  Ernst          President  and  Chief          March  30,  1998
James  E.  Ernst          Executive  Officer
     (principal  executive  officer)

/s/  Jay  S.  Osman          Chief  Financial          March  30,  1998
Jay  S.  Osman          Officer  and  Treasurer  (principal
     financial  and  accounting  officer)

/s/  Roger  H.  Frommelt          Director            March  30,  1998
Roger  H.  Frommelt

/s/E.  Thomas  Welch          Director          March  30,  1998
E.  Thomas  Welch
                                      29

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


     PAGE

Report  of  Independent  Public  Accountants          F-2

Consolidated  Statements  of  Operations          F-3

Consolidated  Balance  Sheets  -  Assets          F-4

Consolidated  Balance  Sheets  - Liabilities and Shareholders' Equity      F-5

Consolidated  Statements  of  Shareholders'  Equity          F-6

Consolidated  Statements  of  Cash  Flows          F-8

Notes  to  Consolidated  Financial  Statements          F-11

<PAGE>
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To  the  Board  of  Directors  of  Casino  Magic  Corp.:
We  have  audited the accompanying consolidated balance sheets of Casino Magic
Corp.  (a Minnesota corporation) and subsidiaries (the Company) as of December
31,  1997  and  1996,  and  the related consolidated statements of operations,
shareholders'  equity and cash flows for each of the three years in the period
ended  December  31,  1997.  These  consolidated  financial statements are the
responsibility  of the Company's management.  Our responsibility is to express
an  opinion  on  these  consolidated 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, the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Casino Magic Corp. and
subsidiaries  as  of  December  31,  1997  and  1996, and the results of their
operations  and  their  cash  flows  for each of the three years in the period
ended  December  31,  1997  in  conformity  with generally accepted accounting
principles.




                                                           ARTHUR ANDERSEN LLP


New  Orleans,  Louisiana
February  27,  1998






















                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                           CASINO MAGIC CORP. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                    YEARS ENDED DECEMBER 31,

                                                  1997           1996           1995
                                              -------------  -------------  -------------
<S>                                           <C>            <C>            <C>
REVENUES:
   Casino                                     $246,320,048   $167,153,012   $165,997,836
   Food, beverage and rooms                     10,784,762      8,080,067      8,392,529
   Royalty and management fees                           -      3,099,407      2,224,351
   Other Operating revenues                      4,369,206      1,945,357      1,108,049
                                              -------------  -------------  -------------
                                               261,474,016    180,277,843    177,722,765
                                              -------------  -------------  -------------
COSTS AND EXPENSES:
   Casino                                      118,467,492     74,943,304     69,654,888
   Food and beverage                            10,756,505      7,351,838      6,795,164
   Rooms                                           639,778      1,039,081      1,224,685
   Other operating costs and expenses            4,292,276      2,807,038      1,333,183
   Advertising and marketing                    36,427,434     20,901,821     25,873,832
   General and administrative                   26,425,200     24,216,613     28,501,308
   Property operation, maintenance and
     energy cost                                11,210,297      7,433,262      4,057,144
   Rents, property taxes and insurance           7,891,199      5,991,261      4,314,355
   Depreciation and amortization                20,246,663     18,346,202     15,768,546
   Preopening expenses                                   -      6,554,535      1,818,715
   Development expenses                            562,419      1,849,583      2,228,549
   Write-off capitalized costs relating to
     inactive developments                               -              -     11,381,945
                                              -------------  -------------  -------------
                                               236,919,263    171,434,538    172,952,314
                                              -------------  -------------  -------------
INCOME FROM OPERATIONS                          24,554,753      8,843,305      4,770,451
OTHER (INCOME) EXPENSE:
   Interest expense                             34,723,613     25,071,767     17,436,904
   Interest capitalized                         (1,963,955)    (5,717,494)      (867,236)
   Interest income                              (1,375,100)    (1,436,468)      (803,624)
   Loss from unconsolidated subsidiaries           505,424     26,501,808        112,250
   Write-off of capitalized costs primarily
     relating to joint ventures                          -              -      2,210,219
   Other                                        (1,555,201)       689,221        204,981
                                              -------------  -------------  -------------
                                                30,334,781     45,108,834     18,293,494
                                              -------------  -------------  -------------
INCOME (LOSS) BEFORE INCOME TAXES AND
   MINORITY INTEREST IN INCOME OF SUBSIDIARY    (5,780,028)   (36,265,529)   (13,523,043)

INCOME TAX BENEFIT                              (1,935,000)    (4,676,182)    (3,230,864)
MINORITY INTEREST                                1,404,180              -              -
                                              -------------  -------------  -------------
NET LOSS                                      $ (5,249,208)  $(31,589,347)  $(10,292,179)
                                              =============  =============  =============
NET LOSS PER COMMON SHARE:
   BASIC                                      $      (0.15)  $      (0.89)  $      (0.31)
                                              =============  =============  =============
   DILUTED                                    $      (0.15)  $      (0.89)  $      (0.31)
                                              =============  =============  =============
AVERAGE SHARES AND EQUIVALENTS OUTSTANDING:
   BASIC                                        35,662,616     35,448,068     33,260,904
                                              =============  =============  =============
   DILUTED                                      35,662,616     35,448,068     33,260,904
                                              =============  =============  =============
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>
                                     F-3
<PAGE>
<TABLE>
<CAPTION>

                      CASINO MAGIC CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                     ASSETS

                                       DECEMBER 31,

                                                         1997          1996
                                                     ------------  ------------
<S>                                                  <C>           <C>
CURRENT ASSETS:
   Cash and cash equivalents                         $ 20,901,510  $ 17,561,512
   Restricted Cash                                         85,000    16,984,654
   Restricted Marketable Securities                    10,629,405             -
   Prepaid expenses                                     3,330,041     2,844,995
   Notes and accounts receivable, net                   3,781,945     2,889,486
   Other current assets                                 1,012,886       873,676
                                                     ------------  ------------
       Total current assets                            39,740,787    41,154,323
                                                     ------------  ------------

PROPERTY AND EQUIPMENT, NET                           263,993,452   243,692,571
                                                     ------------  ------------
OTHER LONG-TERM ASSETS:
   Notes receivable                                     3,385,198     4,119,700
   Investments in unconsolidated subsidiaries             713,035       957,831
   Options and land deposits                                    -     2,282,244
   Foreign casino concession agreement, net of
     accumulated amortization of $2,846,685 in
     1997 and $1,897,790 in 1996                        8,540,055     9,488,950
   Deferred gaming license cost, net of
     accumulated amortization of $2,013,838 in 1997
     and $395,489 in 1996                              38,048,426    38,337,333
   Property held for development                          525,000     3,040,357
   Property held for sale                               5,606,265    15,108,541
   Debt issuance costs, net of accumulated
    amortization of $4,289,382 in 1997 and
     $2,506,133 in 1996                                 8,957,645    10,195,688
   Deposits and other                                   3,194,954     1,421,979
                                                     ------------  ------------
       Total other long-term assets                    68,970,578    84,952,623
                                                     ------------  ------------
                                                     $372,704,817  $369,799,517
                                                     ============  ============
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>














                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                       CASINO MAGIC CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                        DECEMBER 31,

                                                        1997           1996
                                                    -------------  -------------
<S>                                                 <C>            <C>
CURRENT LIABILITIES:
  Notes and contracts payable                       $    305,925   $  4,708,603
   Current maturities of long-term debt                8,590,945      4,648,638
   Accounts Payable                                    9,323,949      7,945,068
   Accrued Expenses                                   11,522,887     11,320,101
   Accrued Interest                                    9,783,784      8,830,040
   Accrued payroll and related benefits                7,719,441      8,341,720
   Accrued progressive gaming liabilities              1,445,257      1,121,623
   Other current liabilities                           2,338,909        731,018
                                                    -------------  -------------
       Total current liabilities                      51,031,097     47,646,811
                                                    -------------  -------------

DEFERRED INCOME TAXES                                          -        266,761
                                                    -------------  -------------
OTHER LONG-TERM LIABILITIES AND MINORITY INTEREST      8,748,212              -
                                                    -------------  -------------
LONG-TERM DEBT, NET OF CURRENT MATURITIES            253,471,219    258,261,231
                                                    -------------  -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock, $0.01 par, 50,000,000 shares,
     authorized 35,722,124 issued and outstanding
     in 1997 and 35,637,083 in 1996 issued and
    outstanding                                          357,221        356,371
   Undesignated stock, 2,500,000 shares
     authorized, None issued                                   -              -
   Additional paid-in capital                         67,122,852     67,123,702
   Retained earnings (deficit)                        (7,762,270)    (2,513,062)
   Unrealized holding loss on securities                       -       (850,156)
   Less unearned compensation                           (263,514)      (492,141)
                                                    -------------  -------------

       Total shareholders' equity                     59,454,289     63,624,714
                                                    -------------  -------------

                                                    $372,704,817   $369,799,517
                                                    =============  =============
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>












                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                  CASINO MAGIC CORP. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY



                                                                                             Foreign
                                                Common Stock                Additonal       currency
                                                   Shares      Amount    paid-in capital   adjustment
                                                ------------  --------  -----------------  -----------
<S>                                             <C>           <C>       <C>                <C>
BALANCE AT DECEMBER 31, 1994                      29,961,750  $299,618  $     41,127,168            -
   Amortization of unearned compensation                   -         -                 -            -
   Write-off of unearned compensation                      -         -        (1,642,886)           -
   Stock options granted to executive officers             -         -           101,563            -
   Vested stock grants to executive officers          16,250       162              (162)           -
   Net proceeds from exercise of employee
     stock options                                   308,564     3,086           376,726            -
   Net proceeds from common stock issued
     pursuant to Reg. S                            1,771,000    17,710         8,303,095            -
   Stock issued for consultants' compensation         12,000       120            63,632            -
   Stock issued for land                           3,210,000    32,100        17,758,277            -
   Foreign currency translation                            -         -                 -     (224,195)
   Net loss                                                -         -                 -            -
BALANCE AT DECEMBER 31, 1995                      35,279,564  $352,796  $     66,087,413     (224,195)
   Amortization of unearned compensation                   -         -                 -            -
   Stock options granted to executive officers             -         -           567,188            -
   Net proceeds from exercise of warrants                  -         -               500            -
   Net proceeds from exercise of employee
     and non-employee director stock options         357,519     3,575           453,654            -
   Casino One Corp. acquisition                            -         -            14,947            -
   Unrealized Holding Loss on Securities
     Available for Sale                                    -         -                 -            -
   Foreign currency translation adjustment                 -         -                 -      224,195
   Net loss                                                -         -                 -            -
                                                                                           -----------
BALANCE AT DECEMBER 31, 1996                      35,637,083  $356,371  $     67,123,702            -
   Amortization of unearned compensation
   Vested stock grants to executive officers          85,041       850              (850)
     Available for Sale
   Loss on Securities
   Net loss
BALANCE AT DECEMBER 31, 1997                      35,722,124  $357,221  $     67,122,852            -
                                                ============  ========  =================  ===========

<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>




                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                                       CASINO MAGIC CORP. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (CONTINUED)



                                                Unrealized holding     Retained          Less
                                                loss on securities     (deficit)       Unearned
                                                available for sale     earnings      compensation       Total
                                                -------------------  -------------  --------------  -------------
<S>                                             <C>                  <C>            <C>             <C>
BALANCE AT DECEMBER 31, 1994                                     -   $ 39,368,464   $  (1,218,751)  $ 79,576,499
   Amortization of unearned compensation                         -              -         470,962        470,962
   Write-off of unearned compensation                            -              -         735,819       (907,067)
   Stock options granted to executive officers                   -              -        (101,563)             -
   Vested stock grants to executive officers                     -              -               -              -
   Net proceeds from exercise of employee
     stock options                                               -              -               -        379,812
   Net proceeds from common stock issued
     pursuant to Reg. S                                          -              -               -      8,320,805
   Stock issued for consultants' compensation                    -              -               -         63,752
   Stock issued for land                                         -              -               -     17,790,377
   Foreign currency translation                                  -              -               -       (224,195)
   Net loss                                                      -    (10,292,179)              -    (10,292,179)
BALANCE AT DECEMBER 31, 1995                                     -   $ 29,076,285   $    (113,533)  $ 95,178,766
   Amortization of unearned compensation                         -              -         188,580        188,580
   Stock options granted to executive officers                   -              -        (567,188)             -
   Net proceeds from exercise of warrants                        -              -               -            500
   Net proceeds from exercise of employee
     and non-employee director stock options                     -              -               -        457,229
   Casino One Corp. acquisition                                  -              -               -         14,947
   Unrealized Holding Loss on Securities
     Available for Sale                                   (850,156)             -               -       (850,156)
   Foreign currency translation adjustment                       -              -               -        224,195
   Net loss                                                           (31,589,347)                   (31,589,347)
                                                                     -------------                  -------------
BALANCE AT DECEMBER 31, 1996                              (850,156)  $ (2,513,062)  $    (492,141)  $ 63,624,714
   Amortization of unearned compensation                                                  228,627        228,627
   Vested stock grants to executive officers                                                                   -
   Loss on Securities                                                                                          -
     Available for Sale                                    850,156                                       850,156
   Net loss                                                            (5,249,208)                    (5,249,208)
BALANCE AT DECEMBER 31, 1997                                     -   $ (7,762,270)  $    (263,514)  $ 59,454,289
                                                ===================  =============  ==============  =============
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>





                                      F-7
<PAGE>
<TABLE>
<CAPTION>

                                             CASINO MAGIC CORP. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      YEARS ENDED DECEMBER 31,

                                                                                         1997          1996          1995
                                                                                      -----------  ------------  ------------
<S>                                                                                   <C>          <C>           <C>
Cash flows from operating activities:
   Net loss                                                                           (5,249,208)  (31,589,347)  (10,292,179)
   Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation                                                                     17,655,235    16,263,270    13,387,345
     Amortization                                                                      2,591,428     2,082,932     2,381,201
     Loss (gain) on disposal of property and equipment                                (2,632,633)      339,056       466,712
     Amortization of original issue discount and deferred
       debt issuance costs                                                             1,966,074     1,496,259       954,351
     Amortization of unearned stock compensation, net of recoveries                      228,627       188,580      (436,105)
     Consultantscompensation recognized on issuance of stock                                   -             -        63,752
     Gain on contract settlement                                                               -             -      (855,000)
     Write-off of preopening costs, development project
       costs, land options and deposits & property held
       for development                                                                         -     7,054,532    12,104,212
     Net loss on investment in unconsolidated subsidiaries                               505,424    22,436,241       112,250
     Minority interest                                                                 1,404,180             -             -
     Decrease in income tax receivable                                                         -     4,225,047     1,899,459
     (Increase) decrease in prepaid expenses                                            (507,361)       88,861     1,634,019
     Decrease in notes and accounts receivable, net                                    2,327,826      (147,705)   (4,753,232)
     Decrease in deferred income taxes - current                                       3,157,856     2,923,171      (720,628)
     Increase in other current assets                                                   (139,210)     (277,793)     (129,225)
     Decrease in net deferred income tax liability - non current                        (266,759)   (4,173,197)   (1,063,610)
     Increase (decrease) in accounts payable                                          (2,251,299)    2,924,820      (389,241)
     Increase (decrease) in accrued expenses                                           3,595,066    (4,278,518)   (2,026,436)
     Increase in accrued interest                                                        888,886     3,487,883       208,449
     Increase (decrease) in accrued payroll and related benefits                        (622,279)    1,255,364     2,236,447
     Increase (decrease) in accrued progressive gaming liabilities                       323,634        55,376      (393,866)
     Decrease in income taxes payable                                                    805,716      (228,591)      959,609
                                                                                      -----------  ------------  ------------
          Net cash provided by operating activities                                   23,781,203    24,126,241    15,348,284
                                                                                      -----------  ------------  ------------
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>


                                      F-8
<PAGE>
<TABLE>
<CAPTION>

                                     CASINO MAGIC CORP. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                              YEARS ENDED DECEMBER 31,

                                                                         1997          1996          1995
                                                                     ------------  ------------  ------------
<S>                                                                  <C>           <C>           <C>
Cash flows from investing activities:
     Proceeds from sale of property and equipment                     19,895,616     1,436,821       173,389
      Acquisitions of property and equipment                         (37,176,995)  (67,850,010)  (11,396,332)
      Acquisitions of gaming license                                           -   (15,250,000)            -
     Acquisitions of property held for sale                             (126,400)       40,437             -
     Investments in unconsolidated subsidiaries                         (260,628)     (651,206)   (6,117,636)
     Expenditures for organizational and acquisition cost                      -          (359)      (80,788)
     Expenditures for land options and deposits                                -      (480,000)   (1,326,130)
     Expenditures for development and preopening costs                         -    (6,554,535)     (130,794)
     (Increase) decrease in deposits and other long-term assets       (2,920,936)    2,530,873    (1,898,786)
     (Increase) decrease in marketable securities                    (10,629,405)            -    10,244,233
                                                                     ------------  ------------  ------------
          Net cash provided by (used in)  investing activities       (31,218,748)  (86,777,979)  (10,532,844)
                                                                     ------------  ------------  ------------

Cash flows from financing activities:
     Proceeds from issuance of debt or notes payable                   6,350,000   121,043,749       202,011
     Payments of debt issuance costs                                    (349,955)   (5,419,575)       (2,000)
     Principal payments on notes payable                              (4,606,480)   (1,010,180)   (1,185,342)
     Principal payments on long-term debt                             (7,515,676)  (48,644,469)   (2,261,096)
     Net proceeds from sale of common stock                                    -        14,947     8,320,805
     Net proceeds from exercise of employee stock options                      -       457,734       379,812
                                                                     ------------  ------------  ------------
          Net cash provided by (used in) financing activities         (6,122,111)   66,442,206     5,454,190
                                                                     ------------  ------------  ------------

Net increase (decrease) in cash and cash equivalents                 (13,559,656)    3,790,468    10,269,630
Cash and cash equivalents, beginning of period                        34,546,166    30,755,698    20,486,068
                                                                     ------------  ------------  ------------
Cash and cash equivalents, including restricted cash, end of period   20,986,510    34,546,166    30,755,698
                                                                     ============  ============  ============
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>



                                      F-9
<PAGE>
<TABLE>
<CAPTION>


                                  CASINO MAGIC CORP. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                          YEARS ENDED DECEMBER 31,

                                                                    1997         1996         1995
                                                                 -----------  -----------  -----------
<S>                                                              <C>          <C>          <C>
Interest paid, net of amount capitalized                         29,551,551   12,379,128   15,406,868
Income taxes paid, net of refunds                                (6,382,324)  (7,604,043)  (4,236,206)

Supplemental schedule of non-cash operating, investing,
  and financing activities:

Other current assets                                                 22,315            -            -
Other current liabilities                                           302,758            -            -
Property and equipment and other asset acquisitions financed
  with short-term notes payable                                           -            -      850,208
Property and equipment and other asset acquisitions included in
  accounts and construction payable and accrued expenses          1,805,945    5,455,469      177,091
Gaming license acquisition financed with long-term debt                   -   21,617,612            -
Land acquired through the issuance of common stock                        -            -   22,140,969
Property and equipment under capital leases                         375,891       81,114       63,632
Property and equipment and property held for sale financed
  with long-term debt                                                     -   30,728,879            -
Consulting services performed for common stock                            -            -       63,752
Common stock granted to officers                                          -      567,188      101,563
Commitment for land options                                               -            -     (156,725)
<FN>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>
















                                     F-10
<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:
ORGANIZATION  AND  BASIS  OF  PRESENTATION:
Casino  Magic  Corp.  and Subsidiaries is an international gaming company with
operations  in  Bay  Saint  Louis,  Mississippi  ("Casino Magic-BSL"), Biloxi,
Mississippi  ("Casino  Magic-Biloxi"),  Bossier  City,  Louisiana  ("Casino
Magic-Bossier  City"),  and the Argentina Province of Neuquen in the cities of
Neuqu  n  City  and  San  Mart  n  de  los  Andes  ("Casino  Magic-Neuquen").
Unless  the context requires otherwise, reference in this Annual Report to the
"Company"  means  Casino  Magic  Corp.  and  its  relevant  subsidiaries,  and
reference  to  "Casino  Magic"  means  Casino  Magic  Corp.
The  consolidated  financial  statements  include the accounts of Casino Magic
Corp.  and  its  wholly-owned  and  majority-owned  subsidiaries.
All  significant  intercompany accounts and transactions have been eliminated.
CASINO  REVENUES  AND  COMPLIMENTARIES:
In  accordance  with  common industry practice, casino revenues are the net of
gaming  wins  less losses.  Revenues exclude the retail value of complimentary
rooms,  food  and  beverage furnished gratuitously to customers. The estimated
departmental  costs  of  providing rooms is not significant, and the estimated
departmental  costs  of  providing  food and beverage services are included in
casino  expense  as  follows:
<TABLE>
<CAPTION>

     YEARS  ENDED  DECEMBER  31,

1997            1996         1995
-----------  -----------  -----------
<S>          <C>          <C>
21,846,000  $13,838,000  $12,072,000
===========  ===========  ===========
</TABLE>


CASH  AND  CASH  EQUIVALENTS:
For  purposes of the consolidated balance sheets and statements of cash flows,
the Company considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  to  be  cash  equivalents.
MARKETABLE  SECURITIES:
The  Company holds U.S. agency securities as held to maturity and as such, the
investments  are  recorded  at amortized costs, which, based on the short term
nature  of  the  investments  approximates  fair  value.
RESTRICTED  FUNDS:
The  Louisiana  First Mortgage Notes (See Note 8), restrict the use of certain
cash  amounts.   At December 31, 1997, funds relating to the net proceeds from
the  sale  of the Crescent City Queen Riverboat ($11.7 million) are restricted
to  be  used  for  capital  improvements  at  Casino  Magic-Bossier City.  The
balances  that  remain  in  these restricted accounts at December 31, 1997 are
shown  as restricted marketable securities.  At December 31, 1996, funds shown
as restricted cash relate to proceeds from the issuance of the Louisiana First
Mortgage Notes and were restricted for use in the original construction of the
land  based  pavilion  and  facilities  at  Casino  Magic-Bossier  City.
PROPERTY  AND  EQUIPMENT:
Property  and  equipment  are  stated  at  cost.    Depreciation,  including
amortization  of  capital leases and leasehold improvements, is computed using
the  straight-line  method.  Estimated useful lives for property and equipment
are  15  - 31  years for barges and buildings, life of the lease for leasehold
improvements  and  5-7  years  for  furniture  and  equipment.

                                     F-11

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):
PROPERTY  AND  EQUIPMENT  (CONTINUED):
Normal  repairs  and  maintenance  are  charged  to  expense  when  incurred.
Expenditures  which  materially  extend  the useful life of capital assets are
capitalized.
In  June  1997,  the  Company  changed  the  depreciable  lives  on  the asset
categories,  land  improvements,  buildings  and  improvements, and barges and
improvements  from  originally  estimated useful lives of 10 or 15 years to 31
years.  The useful lives for these assets originally reflected their tax lives
and  have been changed to anticipated useful lives.  These changes reduced the
December  31,  1997,  net  loss  by  $859,796  and  the  loss  share by $0.02.
Excluding  the  change  in  depreciable  lives net loss and earnings per share
would  have  been  $(6,109,004)  and  $(0.17),  respectively.
INVESTMENTS  IN  UNCONSOLIDATED  SUBSIDIARIES:
Investments  in  unconsolidated  subsidiaries  where  the  Company  exercises
significant  influence  are  accounted  for  under  the  equity  method.
OPTIONS  AND  LAND  DEPOSITS:
The costs of land options are amortized over the life of the option until such
time  as  the option is exercised or considered impaired by Management.  As of
December  31,  1997,  all  land  options  were  fully  reserved.
AMORTIZATION  OF  INTANGIBLES:
Deferred  charges relating to debt issuance costs and original issue discounts
on  long-term debt instruments are amortized over the life of the related debt
using  the  effective  interest  rate  method  to  provide  a  constant yield.
Included  under  other  long  term  assets  is "Deferred gaming license cost."
Deferred  gaming  license  cost  represents  the  estimated  fair value of the
Louisiana  gaming  license, an asset acquired in conjunction with the purchase
of  Crescent  City Development Corporation ("Crescent City" see Note 5).  This
cost  is  being amortized on a straight-line basis over twenty-five years, the
estimated  period  to  be benefited by the license which commenced at the time
gaming  operations  began  in  Bossier  City.
The  costs  capitalized to acquire the foreign casino concession agreement are
being  amortized  on  a  straight-line  basis over the twelve-year life of the
agreement.
DEVELOPMENT  AND  PREOPENING  COSTS:
All  internal salary and related costs of the Company's development activities
are  expensed  as  incurred.  Amounts  paid  for  outside  consultants  and
professional  fees  are  expensed  until  gaming  has  been  legalized  in the
jurisdiction,  the  Company  has  an  approved  site and there is a reasonable
likelihood  that  the  Company  will  be granted a gaming license.  Preopening
costs  are  capitalized  then  expensed  when  the  related business commences
operations.
INCOME  TAXES:
Deferred tax assets and liabilities are recognized for future tax consequences
attributable  to  differences between the financial statement carrying amounts
of  existing  assets and liabilities and their respective tax basis.  Deferred
tax  assets  and  liabilities are measured using enacted tax rates expected to
apply  to taxable income in the years in which those temporary differences are
expected  to  be  recovered  or  settled.


                                     F-12

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):
EARNINGS  PER  SHARE:
In  February  1997,  the Financial Accounting Standards Board issued Statement
No. 128 ("FAS 128"), "Earnings Per Share", which simplifies the computation of
earnings  per  share  ("EPS").   FAS 128 is effective for financial statements
issued  for  periods  ending after December 15, 1997, and requires restatement
for  all  prior  period earnings per share data presented.  Under FAS 128, the
Company  computes  two earnings per share amounts - basic EPS and EPS assuming
dilution.  Basic Weighted average number of shares of common stock outstanding
for the 1997, 1996 and 1995 periods were 35,662,616, 35,448,068 and 33,260,904
respectively.    EPS assuming dilution is based on the weighted average number
of  shares  of  common  stock  outstanding  for  the periods, including common
equivalent  shares  which reflect the dilutive effect of stock options granted
to  certain  employees and outside directors on various dates through December
31,  1997.  Dilutive options that are issued during a period or that expire or
are  cancelled  during  a  period  are  reflected  in  EPS  assuming  dilution
computations  for  the  time  they  were  outstanding during the periods being
reported.    There  were  no common equivalent shares for 1997, 1996 and 1995.
For  the  years  ended  December  31,  1997,  1996  and  1995, the Company had
2,943,535,  2,320,292,  and  2,2107,642  options  which  were  considered
antidilutive  as  a  result of the exercise price of the options exceeding the
average  price  for  the  period,  or  that the Company had a net loss for the
period  and  therefore  are  not  included  in  the  calculation  of  common
CERTAIN  SIGNIFICANT  RISKS  AND  UNCERTAINTIES:
GAMING REGULATION LICENSING.   The Company has gaming operations in the United
States  and abroad that depend on the continued licensability or qualification
of  the  Company  and  subsidiaries  that  hold  gaming  licenses  in  various
jurisdictions.  Such licensing and qualifications are reviewed periodically by
the  gaming  authorities  in  those  jurisdictions.
COMPETITION.    The  gaming  industry is extremely competitive and the Company
faces  competition  from  new  developments  in  both  the  United  States,
specifically  on  the  Mississippi  Gulf  Coast  and in Louisiana, and abroad.
FOREIGN  OPERATIONS.    The  Company  has  investments  and  net  assets  of
approximately  $9  million  in  gaming operations outside of the United States
which  are  subject  to  risks  associated  with  the distance of these casino
facilities from the Company's executive offices, the stability of the relevant
government,  regulations imposed by foreign governments, the continued ability
to  repatriate  cash,  and  currency  exchange  issues.
SEVERE  WEATHER.    The  Mississippi  Gulf Coast is subject to severe weather,
including hurricanes.  Severe weather could cause damage to one or both of the
Company's  Mississippi  casino  facilities.    The Company maintains insurance
against  casualty  losses  resulting  from severe weather and against business
interruption.  Such  insurance  may  not adequately compensate the Company for
loss  of  profits  resulting  from  severe  weather.
CONSTRUCTION.  Risk  include  cost  overruns, delay in receipt of governmental
approvals, shortages in materials or skilled labor, labor disputes, unforeseen
environmental  or  engineering problems, work stoppage, fire and other natural
disasters,  construction scheduling problems and weather interferences, any of
which,  if  it  occurred,  could delay construction or result in a substantial
increase  in  costs  to  the  Company.
PERVASIVENESS  OF  ESTIMATES.    The  preparation  of  financial statements in
conformity  with  generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported amounts of assets
and  liabilities  and  disclosure  of contingent assets and liabilities at the
date  of  the  financial  statements  and the reported amounts of revenues and
expenses  during the reporting period.  Actual results could differ from those
estimates.
RECLASSIFICATIONS:
Certain  reclassifications  have  been  made  to  the 1996 and 1995 amounts to
conform  with  the  December  31,  1997  presentation.
                                     F-13

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2.          PROPOSED  MERGER  :
On February 19, 1998, the Company entered into an Agreement and Plan of Merger
(the  "Merger  Agreement")  with  Hollywood  Park,  Inc.  ("Hollywood"),  and
Acquisition II, Inc. ("HP") a wholly-owned subsidiary of Hollywood.  Under the
Merger  Agreement,  the  Company  has  agreed to merge (the "Merger") with HP.
Upon  such Merger, the Company shall be the surviving entity and will become a
wholly-owned  subsidiary  of  Hollywood.  Upon the Merger, the shareholders of
the  Company will be entitled to receive $2.27 for each share of the Company's
stock  held.
The  Merger  is subject to the approval of the Company's shareholders prior to
October  31,  1998,  and to the approval of the Mississippi Gaming Commission,
the  Nevada Gaming Commission, and the Louisiana Gaming Control Board.  If the
Merger  Agreement  is  terminated  for  certain  reasons,  the Company will be
required  to  pay  Hollywood  $3,500,000.
The Merger Agreement restricts the ability of the Company to engage in certain
transactions  prior  to  the time of the Merger, except those which are in the
ordinary  course of business consistent with past practice, unless the Company
obtains  the  consent  of  Hollywood,  which  consent  may not be unreasonably
withheld.    The  Merger  Agreement  also  imposes  limits  on  the  capital
expenditures  and  borrowing  which  the  Company  may  effect,  which are not
inconsistent  with  the  Company's  current  plans.
3.          NOTES  AND  ACCOUNTS  RECEIVABLE:
Notes  and  accounts  receivable  consist  of  the  following:

<TABLE>
<CAPTION>

     DECEMBER  31,

                                                  1997        1996
                                               ----------  ----------
<S>                                            <C>         <C>
     Current:
---------------------------------------------
Notes receivable                               $  885,995  $  790,228
Accounts receivable - air charter                 156,818     548,239
Accounts receivable - trade                     3,601,778   2,505,463
Other                                             581,376     606,631
                                               ----------  ----------
                                                5,225,967   4,450,561
Less allowance for doubtful accounts            1,444,022   1,561,075
                                               ----------  ----------
Total Notes and Accounts Receivable (current)   3,781,945   2,889,486
     Noncurrent:
---------------------------------------------
Notes receivable                                3,385,198   4,119,700
                                               ----------  ----------
Total Notes and Accounts Receivable            $7,167,143  $7,009,186
                                               ==========  ==========
</TABLE>

Included  in  notes  receivable  is  a  commercial  loan in which the Company,
through  a  wholly-owned  subsidiary, participated in the initial amount of $5
million.  The entire loan amount is $17,500,000.  A consortium of lenders made
the  loan to the Sisseton-Wahpeton Dakota Nation, a Native American Tribe, for
the  construction  of  a  casino  facility  on  Tribal land.  The term loan is
repayable  over  a  sixty-month  period  beginning  February  1997, in monthly
installments  of  $105,230 including principal and interest at a fixed rate of
10%  through  February  2002.
4.          PROPERTY  AND  EQUIPMENT:
     Property  and  equipment  consists  of  the  following:
<TABLE>
<CAPTION>

     DECEMBER  31,

                                   1997           1996
                               -------------  -------------
<S>                            <C>            <C>
Land and improvements          $ 85,020,923   $ 67,658,624
Buildings and improvements       69,193,225     44,554,665
Barges and improvements          57,568,009     55,203,063
Leasehold improvements              300,801        382,907
Furniture and equipment          75,876,943     69,663,192
Construction in progress         33,843,154     48,549,525
                               -------------  -------------
                                321,803,055    286,011,976
Less accumulated depreciation
     and amortization           (57,809,603)   (42,319,405)
                               -------------  -------------
                               $263,993,452   $243,692,571
                               =============  =============
</TABLE>

                                     F-14

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5.          STOCK  ACQUISITIONS:
In  May  1996,  Casino  Magic,  through its wholly-owned subsidiary, Jefferson
Casino  Corporation  ("Jefferson  Corp")  acquired  Crescent  City  Capital
Development Corp.("Crescent City") for $50 million plus the assumption of $5.7
million  in equipment liabilities.  Jefferson Corp paid $15 million in cash at
closing  and caused Crescent City to issue $35 million of 11.5% secured, three
year  notes.  Crescent City, which was the subject of a plan of reorganization
under  Chapter  11  of the U.S. Bankruptcy Code, owned the Crescent City Queen
riverboat  ("Crescent  City  Riverboat"),  gaming  and  related  equipment and
surveillance equipment and a license to conduct riverboat gaming operations in
Louisiana.    Crescent  City emerged from the Bankruptcy proceedings as Casino
Magic  of  Louisiana Corp. ("Casino Magic-Bossier City"). The Company is using
Casino  Magic-Bossier  City's gaming license in Bossier City, Louisiana, where
it  currently owns 23 acres of land.  Although Jefferson Corp. was required to
purchase  the  Crescent City Riverboat to obtain the Louisiana gaming license,
the  Crescent  City  Riverboat  could not be used at Casino Magic-Bossier City
because  of  its  width.   Therefore, the Company purchased a casino riverboat
(the  "Bossier  Riverboat")  for  use  at  Casino  Magic-Bossier  City for $20
million.   The Crescent City Riverboat, was sold and the proceeds will be used
to assist in the funding of the pavilion expansion and construction of a hotel
at  Casino  Magic-Bossier  City.
No  assurances  can  be  given that the proceeds from the sale of the Crescent
City  Riverboat  and the cash flow from the operations of Casino Magic-Bossier
City  will  be  sufficient  to  complete  such  hotel  and related facilities.
6.          DISPOSITIONS:
In  September  1997,  the  Company  sold the Crescent City Riverboat for $11.7
million.    Other  income for the period ended December 31, 1997, includes the
gain  on  the sale of $1.4 million.  The proceeds from the sale are restricted
by  the  Indenture  governing  the  $115 First Mortgage Notes issued by Casino
Magic-Bossier  City.  The Indenture restriction requires the proceeds from the
sale of the Crescent City Riverboat to be used for capital improvements at the
Casino  Magic-Bossier  City  facility  or  returned  to the Indenture trustee.
On  June  1,  1997,  the  Company  sold  a  49%  interest  in its wholly-owned
subsidiary, Casino Magic Neuquen S.A., for $7.0 million.  The Company retained
a  controlling interest in Casino Magic-Neuquen and manages its two facilities
located in Neuquen City and San Martin de Los Andes, Argentina for a fee equal
to  two percent of Casino Magic-Neuquen's gross monthly revenues.  The gain of
$1.3  million  is  recorded  in  other  income.
At September 30, 1996, management determined that its 49% equity investment in
Porto Carras Casino S.A., and notes and accounts receivable relating to unpaid
management  fees  and  royalties  were  impaired.  Because of this impairment,
management wrote off its investment in such gaming facilities in Porto Carras,
Greece, ("Porto Carras") and all unpaid notes and receivables related thereto.
The  total charge recorded relating to the write off of Porto Carras was $26.1
million.    Management's  decision  was  based, primarily, on the results from
Porto  Carras  after  the opening of a competing casino.  Although the Company
anticipated  some  revenue loss as a result of this increased competition, the
actual  effects  were  much  greater  than  anticipated and resulted in a $2.0
million  loss from operations at Porto Carras for the month of September 1996.
Despite  new  marketing  and cost containment efforts, these losses continued;
furthermore,  the  majority  owner  in  Porto  Carras venture was unwilling or
unable  to  advance  any  funds  to the operation.  Additionally, the majority
owner  informed  the  Company  that it did not intend to operate a substantial
portion  of  the  Porto  Carras  resort  area,  consisting  of  two hotels and
amenities,  during  the  1997 season.  These factors, among others, led to the
Company's  decision to write off its investment in Porto Carras and led to the
sale  of  Porto  Carras,  for  a  nominal  amount  in  December  1996.
7.          NOTES  AND  CONTRACTS  PAYABLE:
Short-term  notes  and  contracts  payable  consist  of  the  following:
<TABLE>
<CAPTION>

     DECEMBER  31,

                              1997       1996
                            --------  ----------
<S>                         <C>       <C>
Construction contracts (a)  $    382  $4,540,434
Other (b)                    305,543     168,169
                            --------  ----------
                            $305,925  $4,708,603
                            ========  ==========
</TABLE>


                                     F-15

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7.          NOTES  AND  CONTRACTS  PAYABLE  (CONTINUED):
(a)          Consists of various payables relating to both fixed and cost plus
contracts.
(b)       In 1997, the balance consisted of five notes payable.  The detail of
these  notes  is  as  follows:    (i)  $199,763  equipment, payable in monthly
installments  of  $15,814.    (ii)  $164,989 note collateralized by equipment,
payable  in  monthly  installments  of  $14,892.    (iii) three notes totaling
$12,000  collateralized by equipment, payable in total monthly installments of
$500.
8.          LONG  -TERM  DEBT:
Long-term  debt,  including  capital  lease  obligations,  consists  of  the
following:
<TABLE>
<CAPTION>

     DECEMBER  31,

                                        1997           1996
                                    -------------  -------------
<S>                                 <C>            <C>
Notes payable, bank (a)             $  8,170,063   $  9,585,130
Equipment contracts (b)                2,099,465        622,274
Notes payable, land (c)                2,052,569      3,470,415
Other (d)                                920,422        308,514
Capital lease obligations (Note 9)       726,018      1,207,986
Louisiana First Mortgage Notes (e)   115,000,000    115,000,000
First Mortgage Notes (f)             135,000,000    135,000,000
Unamortized original
     issue discount                   (1,906,373)    (2,284,450)
                                    -------------  -------------
                                     262,062,164    262,909,869
Less current maturities               (8,590,945)    (4,648,638)
                                    -------------  -------------
                                    $253,471,219   $258,261,231
                                    =============  =============
</TABLE>


(a)     Consists of four notes payable to banks.  The detail of these notes is
as  follows:  (i)  Original  balance of $3,000,000 uncollateralized promissory
note,  payable  in  monthly  installments  of interest only through July 1996;
thereafter,  principal  and  interest based on a 60 month amortization through
February  2000.   The promissory note bears interest at prime plus 1% (9.5% at
December  31,  1997)  throughout  the  life  of  the note with a final balloon
payment of $305,243 due in February 2000.  (ii) Original balance of $1,700,000
note  collateralized  by gaming equipment.  Payments of principal and interest
based on a 36 month amortization through May 1998.  The note bears interest at
prime  plus .25%. (8.75% at December 31, 1997) with a final balloon payment of
$1,065,807  due  in  May  1998.    (iii)  Original  balance of $3,850,000 note
collateralized by the equipment.  The note is payable in 10 quarterly payments
of $385,000, including interest at 8.25%.  (iv) Original balance of $2,500,000
uncollateralized  line  of  credit due in March 1998 bearing interest at prime
plus  1/4%  (8.75%  at  December  31,  1997).    In  March  1998 this note was
refinanced to a term loan payable in eighteen monthly installments of $142,760
bearing  interest  at  8.75%.
During  1997  the  Company  was  not in compliance with certain debt covenants
relating  to  notes  (iii) and (iv).  The Company has received a waiver of the
covenants  at December 31, 1997, and has restructured these covenants to allow
the  Company  to  maintain  compliance.
(b)     Consists of two notes payable collateralized by equipment.  The detail
of these notes is as follows: (i) Original balance of $946,005 note payable in
eleven monthly payments of $78,833, including interest at prime plus 3%.(11.5%
at  December  31,  1997) with final balloon payment due at term of note.  (ii)
Original  balance  of  $1,075,740 note collateralized by equipment, payable in
twenty-three  monthly  payments  of  $44,823, including interest at prime plus
1%.(9.50%  at  December  31,  1997)  with final balloon payment due at term of
note.    In  March  1998 these notes were refinanced to a term loan payable in
twenty-three  monthly installments of $93,465 bearing interest at 10.5% with a
final  balloon  payment  of  $101,319  due  in  March  2000.
                                     F-16

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8.          LONG-TERM  DEBT  (CONTINUED):
(a)      Consists of three notes payable for land acquisitions.  The detail of
the  three notes is as follows:  (i) Original balance of $700,000 note payable
in monthly installments of $14,959 including interest at prime plus 2% (10.50%
at  December 31, 1997), through April 1999.  (ii) Original balance of $870,942
note  payable  in  monthly  installments  of  $12,134 including interest at 8%
through  July  2003.    (iii)  Original  balance of $3,000,000 note payable in
monthly  installments of $111,699 including interest at 8.75% through November
1998.
(b)          Consists of various collateralized notes payable through the year
2004.    The  interest  rates on these notes vary from 9.5% to 13.25% at fixed
rates.
(c)       On August 22, 1996, a wholly owned subsidiary of the Company, Casino
Magic-Bossier City, sold $115,000,000 aggregate principal amount of 13%, First
Mortgage  Notes  securities  due  in  2003 ("Louisiana First Mortgage Notes").
Contingent  Interest is payable on the Louisiana First Mortgage Notes, on each
interest  payment  date,  in  an  aggregate  amount  equal  to  5%  of  Casino
Magic-Bossier  City's  Adjusted  Consolidated  Cash  Flow  (as  defined in the
Louisiana  First  Mortgage  Notes  Indenture  ("Louisiana  Indenture") for the
Accrual  Period  (as  defined  in the Louisiana Indenture, but generally a six
month  period)  last  completed  prior to such interest payment date; provided
that no Contingent Interest is payable with respect to any period prior to the
Commencement  Date (as defined in the Louisiana Indenture).  Payment of all or
a  portion  of  any installment of Contingent Interest may be deferred, at the
option  of Casino Magic-Bossier City, if, and only to the extent that, (i) the
payment of such portion of Contingent Interest will cause Casino Magic-Bossier
City's  Adjusted  Fixed  Charge  Coverage  Ratio  (as defined in the Louisiana
Indenture)  for  Casino Magic-Bossier City's most recently completed Reference
Period prior to such interest payment date to be less than 1.5 to 1.0 on a pro
forma  basis  after  giving  effect  to the assumed payment of such Contingent
Interest  and  (ii) the principal amount of the Louisiana First Mortgage Notes
corresponding  to such Contingent Interest has not then matured and become due
and  payable  (at  stated  maturity,  upon acceleration, upon redemption, upon
maturity  of  a  repurchase obligation or otherwise).  The aggregate amount of
Contingent  Interest payable in any Semiannual Period will be reduced pro rata
for reductions in the outstanding principal amount of notes prior to the close
of  business  on  the  record  date  immediately  preceding  such  payment  of
Contingent  Interest.  During 1997, the Company accrued $677,251 of contingent
interest,  none  of  which  was  paid.
The  Louisiana  First  Mortgage Notes are secured by a first priority security
interest, subject to permitted liens, in substantially all of the existing and
future  assets  of  Bossier  City,  including  the  Bossier  Riverboat  and
substantially  all  of  the  other  assets  that comprise Casino Magic-Bossier
CityThe  Jefferson Guarantee will be secured by a pledge of all of the capital
stock  of  Jefferson  Casino  Corp., a wholly owned subsidiary of the Company.
Casino  Magic-Bossier  City  has contractually committed to apply net proceeds
from  the asset sale of the Crescent City Riverboat to the construction of  an
entertainment  facility  or  hotel.
The  Louisiana  First  Mortgage Notes are governed by the Louisiana Indenture.
The  Louisiana  Indenture pursuant to which the Louisiana First Mortgage Notes
have  been  issued  contains  certain covenants that will limit the ability of
Casino  Magic-Bossier  City and its subsidiaries to, among other things, incur
additional  indebtedness  and  issue  preferred  stock,  pay  dividends,  make
investments or make other restricted payments, incur liens, enter into mergers
or  consolidations,  enter  into  transactions with affiliates or sell assets.
The  proposed  merger  is  a Change of Control, each Holder of Louisiana First
Mortgage Notes will have the right to require the Company to repurchase all or
any  part  (equal to $1,000 or an integral multiple thereof) at an offer price
in  cash  equal to 101% of the aggregate principal amount thereof plus accrued
and  unpaid  interest,  if  any, thereon to the date of repurchase.  Within 30
days  following  any Change of Control, the Company will mail a notice to each
Holder  describing  the transaction or transactions that constitute the Change
of Control and offering to repurchase the First Mortgage Notes pursuant to the
procedures  required  by  the  Indenture  and  described  in such notice.  The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and  any  other  securities laws and regulations thereunder to the extent such
laws  and  regulations are applicable in connection with the repurchase of the
First  Mortgage  Notes.
The  Louisiana  First  Mortgage  Notes  are  redeemable  at  the option of the
Company.    The  redemption  amounts  are  as  follows:
<TABLE>
<CAPTION>


<S>         <C>
August 15,
2000        106.500%
2001        104.332%
2002        102.166%
</TABLE>


                                     F-17

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8.          LONG-TERM  DEBT  (CONTINUED):
(a)          On  October  14,  1993, a wholly owned indirect subsidiary of the
Company,  Casino  Magic  Finance Corp. ("Finance Corp."), sold $135,000,000 in
aggregate  principal amount of 11 1/2% First Mortgage Notes due in 2001 (the "
Finance  Notes") and warrants to purchase 810,000 shares of Casino Magic Corp.
common  stock.    Proceeds  from  the  Notes were allocated by the underwriter
between  the  Finance Corp. and the Company based on the estimated fair market
value  at  the  time  of issuance of the Finance Notes and the warrants in the
amounts  of  $131,760,000  and $3,240,000 ($4 per warrant), respectively.  The
value  of  the  warrants  is  treated as original issue discount for financial
statement  purposes, and is reflected in the balance sheet net of amortization
as  an  adjustment to the carrying value of long-term debt.  The Finance Notes
are  governed  by an Indenture (the "Indenture") entered into on the same date
between  Finance  Corp.,  the Company and IBJ Schroder Bank & Trust Company as
the  Trustee.    Under Section 4.10 of the Indenture, the Company's ability to
pay  dividends  on  its  common  stock  is  restricted  to  an amount which is
determined under a formula based primarily on the Company's future income, and
is precluded upon the occurrence of an "Event of Default" as defined under the
Indenture.   Events of Default include, among other things, the failure to pay
the interest or principal due on the Finance Notes, the entry of a judgment in
excess  of  $10,000,000 against the Company or Casino Magic-BSL, Casino Magic-
Biloxi  and Finance Corp., which is not discharged within 60 days after entry,
and  the  default by the Casino Magic or Casino Magic-BSL, Casino Magic-Biloxi
and Finance Corp. under indebtedness due to third parties.  The Indenture also
contains  certain  covenants  that restrict, among other things, the making of
certain  investments,  payments  of  dividends  and  other  distributions, the
incurrence  of  additional indebtedness and future guarantees of indebtedness,
certain  transactions  with  shareholders  and affiliates, certain mergers and
consolidations,  certain  asset  sales and the creation of certain liens.  The
Finance Notes are secured by a pledge of the stock of Finance Corp., Bay Saint
Louis and Biloxi along with the accounts receivable, inventories, property and
equipment,  property held for development and deposits of Casino Magic-BSL and
Casino  Magic-Biloxi.
The Finance Notes are redeemable at the option of the Company.  The redemption
amounts  are  as  follows:
<TABLE>
<CAPTION>


<S>                  <C>
October 15,
1997                 105.750%
1998                 103.833%
1999                 101.917%
2000 and thereafter  100.000%
</TABLE>

Maturities  of  the  Company's  long-term  debt,  including  capital  lease
obligations,  as  of  December  31,  1997,  are  as  follows:
<TABLE>
<CAPTION>


YEAR ENDING DECEMBER 31,
<S>                                  <C>
1998                                 $  8,590,945
1999                                    3,503,955
2000                                    1,017,061
2001                                      250,963
2002                                  135,273,782
Thereafter                            115,331,829
                                     -------------
                                      263,968,535
Unamortized Original Issue Discount    (1,906,371)
                                     -------------
                                     $262,062,164
                                     =============
</TABLE>
                                     F-18

<PAGE>
                     CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9.          LEASE  COMMITMENTS:
The  Company  has  long-term  lease agreements for land for the site of Casino
Magic-Biloxi and additional land at Casino Magic-BSL.  The Casino Magic-Biloxi
land  is classified as an operating lease.  The annual rental payments for the
initial  five-year  term  of  the Casino Magic-Biloxi land lease began June 5,
1993,  and  are  $550,000,  $250,000,  $450,000, $450,000 and $200,000 for the
first  through  fifth  year.    The  land  lease contains seventeen, five-year
renewal  options  at  contractually higher rentals, plus inflation adjustments
not  to  exceed  4.5%  per  year.
On June 4, 1993, the Company entered into a long-term agreement with the State
of  Mississippi  to  lease 283,217 square feet of submerged lands or tidelands
for  Casino  Magic-Biloxi.   The initial lease term expires May 31, 2003, with
one  five  year  extension.   Annual rental payments are due in advance on the
first  of  June  in the amount of $595,000, plus an annual increase of $45,000
for  the  first  five  years.  In May 1998 the lease amount will be determined
under  Mississippi  law  regarding  the  leasing  of  public  trust tidelands.
The  following  is a schedule of future minimum lease payments for capital and
operating leases (with initial or remaining terms in excess of one year) as of
December  31,  1997:

<TABLE>
<CAPTION>

                              YEAR ENDING DECEMBER 31,

                                               Capital   Operating
                                                Leases     Leases
                                               --------  ----------
<S>                                            <C>       <C>
1998                                           $192,065  $1,479,257
1999                                            207,325   1,164,357
2000                                            153,856   1,026,287
2001                                             20,348     782,454
2002                                             22,007     775,000
Thereafter                                      130,417   4,650,000
                                               --------  ----------
Total minimum lease payments                    726,018  $9,877,355
                                                         ==========
Less amount representing interest (9% to 13%)   145,059
                                               --------
Present value of net minimum capital
  lease payments                               $580,959
                                               ========
</TABLE>
Rent  expense  for  all  non-cancelable  operating  leases  were  $3,644,000
$1,800,000,  and  $3,048,000  for  the years ended December 31, 1997, 1996 and
1995,  respectively.
10.          OTHER  COMMITMENTS  AND  CONTINGENCIES:
ONGOING  LEGAL  PROCEEDINGS:
A  class  action  lawsuit  was  filed  on April 26, 1994, in the United States
District  Court,  Middle District of Florida (the "Poulos Lawsuit"), naming as
defendants  41 manufacturers, distributors and casino operators of video poker
and electronic slot machines, including the Company.  The lawsuit alleges that
such  defendants have engaged in a course of fraudulent and misleading conduct
intended  to  induce  people  to  play  such  games  based  on  a false belief
concerning  the  operation  of  the  gaming machines, as well as the extent to
which  there  is  an  opportunity  to win.  The suit alleges violations of the
Racketeer Influenced and Corrupt Organization Act, as well as claims of common
law  fraud,  unjust  enrichment  and  negligent  misrepresentation,  and seeks
damages  in  excess  of  $6  billion.   On May 10, 1994, a second class action
lawsuit  was  filed  in  the  United States District Court, Middle District of
Florida  (the  "Ahern  Lawsuit"), naming as defendants the same defendants who
were  named  in  the  Poulos  Lawsuit  and  adding as defendants the owners of
certain  casino  operations in Puerto Rico and the Bahamas, who were not named
as  defendants  in  the  Poulos  Lawsuit.  The claims in the Ahern Lawsuit are
identical  to  the claims in the Poulos Lawsuit.  Because of the similarity of
parties  and  claims,  the  Poulos Lawsuit and Ahern Lawsuit were consolidated
into  one  case  file  in the United States District Court, Middle District of
Florida.    On December 9, 1994 a motion by the defendants for change of venue
was granted, transferring the case to the United States District Court for the
District  of  Nevada,  in  Las  Vegas.  In response to a motion to dismiss the
Complaint  brought  by  the  Company  and  other defendants, the United States
District  Court  for  the  District of Nevada entered an order dated April 17,
1996,  granting  the  motions  and dismissing the complaint without prejudice.
                                     F-19

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10.          OTHER  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED):
ONGOING  LEGAL  PROCEEDINGS  (CONTINUED):
The  plaintiffs  then filed an amended Complaint on May 31, 1996, in which the
plaintiffs  sought  damages against the Company and other defendants in excess
of  $1 billion and punitive damages for violations of the Racketeer Influenced
and  Corrupt  Organizations  Act  and  for  state common law claims for fraud,
unjust  enrichment  and  negligent  misrepresentation.   The Company and other
defendants  have moved to dismiss the amended Complaint.  The Company believes
that  the  claims  are without merit and does not expect that the lawsuit will
have  a  material  adverse  effect  on  the  financial condition or results of
operations  of  the  Company.
On  or  about  September 6, 1996, Casino America, Inc. commenced litigation in
the  Chancery Court of Harrison County, Mississippi, Second Judicial District,
against  the  Company,  and  James  Edward  Ernst, its Chief Executive Officer
(collectively  "Defendants"),  seeking  injunctive  relief  and  unspecified
compensatory  damages  in  an amount to be proven at trial as well as punitive
damages.    Plaintiff claims, among other things, that Defendants (i) breached
the  terms of an agreement they had with Plaintiff, (ii) tortiously interfered
with  certain business relations of plaintiff; and (iii) breached covenants of
good  faith  and  fair  dealing they allegedly owed to plaintiff.  On or about
October  8,  1996,  Defendants  interposed  an answer to plaintiff's complaint
denying  the  allegations  contained in the complaint.  The discovery phase of
this  litigation  is continuing and a trial date has been set for August 1998.
While  the  Company's  management  cannot  predict the outcome of this action,
management  believes  plaintiff's  claims  are  without  merit and the Company
intends  to  vigorously  defend  this  action.
In  addition, the Company is a litigant in legal matters arising in the normal
course  of  business.    In  the opinion of management, all such pending legal
matters  are  either  adequately covered by insurance, or if not insured, will
not  have  a  material  adverse effect on the financial position or results of
operations  of  the  Company.
CONTRACTUAL  AGREEMENTS:
ARGENTINA.      In  December  1994,  the  Company,  through  its  wholly-owned
subsidiary,  Casino Magic-Neuquen, entered into a 12-year concession agreement
with  the  Province  of  Neuqu  n, Argentina. Casino Magic-Neuquen which began
operations  in January 1995 operates two casinos in the Province of Neuquen in
the  cities  of  Neuquen  City  and  San Martin de los Andes. The Company has
unrestricted  rights  to  increase  the  number  of  gaming  positions at both
locations.
CAMPTOWN  GREYHOUND  RACING,  INC.   On July 7, 1994, the Company and Alliance
Gaming  Corp.  (formerly  United  Gaming) formed two joint ventures ("KGP" and
"KFP") to lend Camptown Greyhound Racing, Inc. ("Camptown') approximately $3.2
million.    On  October 28, 1994, KFP executed a loan agreement with Boatmen's
Bank  of  Kansas  City  ("Boatmen's")  whereby  Boatmen's lent $3.2 million to
Camptown.   KFP had collateralized the loan with a $3.1 million certificate of
deposit (one-half funded by each party to the joint venture) and, in addition,
guaranteed  the  repayment  of  the loan.  In January 1996, Camptown filed for
protection  under  Chapter  11 of U.S. Bankruptcy Code.  KFP has satisfied its
obligation  under  the guarantee, and now owns a second mortgage on Camptown's
facility  in  Frontense,  Kansas  in  the  amount  of $3,205,000, plus accrued
interest.  The Company has taken steps to protect its investment and rights to
operate gaming devices at the Camptown facility, if and when such operation is
legalized.    The  Company's  $1,580,000  share  of  the amount lent by KFP to
Camptown  was  expensed  in  1995.
In January 1997, the Company transferred all of its interest in KGP and KFP to
Alliance  Gaming  Corp.,  an  unrelated  third  party,  except for a deminimus
interest.    The  consideration  for  the transfer was Alliance Gaming Corp.'s
agreement  to  assume  certain  current financial obligations and to repay the
Company  all  of  its cost in the project if they are successful in commencing
gaming  operations  at  Camptown.

                                     F-20

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10.          OTHER  COMMITMENTS  AND  CONTINGENCIES  CONTRACTUAL  AGREEMENTS:
CONTRACTUAL  AGREEMENTS  (CONTINUED):
LAKES  REGIONAL  GREYHOUND  PARK.  In  May  1995,  the Company entered into an
agreement with Lakes Regional Greyhound Park ("LRGP").  Under the terms of the
Agreement, the parties intend to form an entity to pursue a gaming development
at  LRGP's  pari-mutuel  track  in Belmont, New Hampshire.  The entity will be
equally  owned  by  the  Company  and  LRGP and the Company will manage gaming
operations.  Under the agreement, the Company is obligated to provide up to $4
million in funding to the entity of which the payment of $3 million is subject
to  certain  contingencies  including  the  passage  of legislation permitting
gaming at racetracks in New Hampshire.  There is no assurance that the Company
will  have  the  funds  to  pursue  such  gaming  opportunity  if  required.
INDIANA.    The  Company, through its wholly owned subsidiary, Crawford County
Casino,  Corp. ("Indiana Corp.") is one of two applicants for the tenth gaming
license  expected  to  be  issued  in  the State of Indiana.  If successful in
obtaining  this  gaming  license,  the  Company  has  entered  into  an option
agreement  to  sell  to Harrah's Operating Company the common stock of Indiana
Corp.  for  approximately  $5.0  million.  The option expires on January 2001.
The  Company  can give no assurances that a gaming license will be obtained in
Indiana.    All  land options held by Indiana Corp. associated with a possible
gaming  site  are  fully  reserved  at  December  31,  1997.
LAND  ACQUISITIONS.
In  1993,  the  Company  exercised its option to purchase of approximately 3.5
acres  of  unimproved  land  in  downtown  St.  Louis,  Missouri  at a cost of
approximately  $4,000,000.   At December 31, 1997, approximately $4,000,000 is
included  in  property  held  for  sale  related  to  this  transaction.
In  1994,  the  Company  exercised  an  option and to purchase additional real
estate  located  in  Downtown  St.  Louis, Missouri at a cost of approximately
$800,000.    At  December  31,  1997,  approximately  $800,000  is included in
property  held  for  sale  related  to  this  transaction.
In  1992,  the  Company  purchased  real  estate located in downtown Bay Saint
Louis,  Mississippi  at  a  cost of approximately $1,200,000.  At December 31,
1997,  the  Company had written down the value of the property to $800,000 and
this  value  is  included  in  property  held  for  sale.
The Company had acquired land and options to purchase land in order to enhance
the  Company's  developmental  and  licensing procurement potential in various
States.    Management  has significantly reduced its development of new gaming
venues  and because of this all land options are reserved for on the Company's
financial  statements  at  December  31,  1997.
11.          STOCK  AND  EMPLOYEE  BENEFIT  PLANS:
INCENTIVE  STOCK  OPTION  PLAN:
In  1992,  the  Company adopted an incentive stock option plan (the "Plan") in
which  directors, officers, and key employees of the Company participate.  The
Company  has  registered  3,700,000  shares  of  the  Company's  common  stock
currently  authorized  for  issuance under the Plan pursuant to stock options.
In  October  1995, the FASB issued Statement of Financial Accounting Standards
No.  123 ("SFAS 123"), "Accounting for Stock-Based Compensation," effective in
1996.    Under SFAS 123, companies can either record expense based on the fair
value  of  stock based compensation upon issuance or elect to remain under the
current "APB Opinion No. 25" method whereby no compensation cost is recognized
upon  grant  if  certain  requirements  are met.  The Company is continuing to
account  for  its  stock-based  compensation  plans  under APB Opinion No. 25.
However,  pro forma disclosures as if the Company adopted the cost recognition
requirements  under  SFAS  123  are  presented  below.
                                     F-21

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11.          STOCK  AND  EMPLOYEE  BENEFIT  PLAN  (CONTINUED):
INCENTIVE  STOCK  OPTION  PLAN  (CONTINUED):
A summary of the status of the Company's stock options, non-qualified options,
and  warrants  as  of  December 31, 1997, 1996 and 1995 and changes during the
years  ended  on  those  dates  is  presented  below  (shares  in  thousands):
<TABLE>
<CAPTION>

                                              1997          1996          1995
                            Weighted Average          Weighted Average          Weighted Average

                                         Shares   Exercise Price    Shares   Exercise Price    Shares   Exercise Price
                                        --------  ---------------  --------  ---------------  --------  ---------------
<S>                                     <C>       <C>              <C>       <C>              <C>       <C>
Outstanding at
  beginning of year                       4,200   $          0.67    5,108   $          7.60    4,943   $          7.42
Granted                                     400   $          1.69    1,998   $          3.56      950   $          5.06
Exercised                                  (239)  $          1.59     (424)  $          1.72     (344)  $          1.43
Canceled                                   (915)  $          2.23    2,482   $         12.00     (441)  $          4.61
Outstanding at
  end of year                             3,446   $          3.96    4,200   $          3.67    5,108   $          7.60
Options exercisable at
  end of year                             1,985   $          3.96    2,655   $          3.11    3,072   $          9.12
Options available
  for future grants                       2,582                      2,068                      1,583
Weighted average fair value of options
  granted during the year               $  1.69                    $  1.11                    $  1.28
</TABLE>
The  following  table summarizes information about stock options and warrants
outstanding  at  December  31,  1997:
<TABLE>
<CAPTION>

                                              1997          1996          1995
                            Weighted Average          Weighted Average          Weighted Average

                                         Shares   Exercise Price    Shares   Exercise Price    Shares   Exercise Price
                                        --------  ---------------  --------  ---------------  --------  ---------------
<S>                                     <C>       <C>              <C>       <C>              <C>       <C>
Outstanding at
  beginning of year                       4,200   $          0.67    5,108   $          7.60    4,943   $          7.42
Granted                                     400   $          1.69    1,998   $          3.56      950   $          5.06
Exercised                                  (239)  $          1.59     (424)  $          1.72     (344)  $          1.43
Canceled                                   (915)  $          2.23    2,482   $         12.00     (441)  $          4.61
Outstanding at
  end of year                             3,446   $          3.96    4,200   $          3.67    5,108   $          7.60
Options exercisable at
  end of year                             1,985   $          3.96    2,655   $          3.11    3,072   $          9.12
Options available
  for future grants                       2,582                      2,068                      1,583
Weighted average fair value of options
  granted during the year               $  1.69                    $  1.11                    $  1.28
</TABLE>
Had  compensation  cost  for  the  Company's  1997,  1996 and 1995 grants for
stock-based  compensation  plans been determined consistent with SFAS 123, the
Company's  net  income  and net earnings (loss) per common share for the years
ended December 31, 1997, 1996 and 1995 would approximate the pro forma amounts
below  (in  thousands,  except  per  share  data):
The  fair  value  of  each  option  granted  during  the  periods presented is
estimated  on  the  date of grant using the Black-Scholes option-pricing model
with  the  following  assumptions:  (1)  dividend  yield  of  0%, (2) expected
volatility  of  20%,  (3)  risk-free  interest rates of 5.2%, 5.26%, 5.47% and
5.5%,  and  (4)  expected  life  of  2.25,  4.5,  6.75,  and  9  years.
     DECEMBER  31,
     1997          1996          1995
     As Reported Pro Forma     As Reported Pro Forma     As Reported Pro Forma
<TABLE>
<CAPTION>


<S>                           <C>       <C>       <C>        <C>        <C>        <C>
Net Income (Loss)             $(5,249)  $(5,958)  $(31,589)  $(32,563)  $(10,292)  $(10,660)
Earnings per common share
                    Basic     $ (0.15)  $ (0.17)  $  (0.89)  $  (0.92)  $  (0.31)  $  (0.32)
                    Diluted   $ (0.15)  $ (0.17)  $  (0.89)  $  (0.92)  $  (0.31)  $  (0.32)
</TABLE>


The  effects  of  applying  SFAS  123  in  this  pro  forma disclosure are not
indicative  of  future  amounts.    SFAS 123 does not apply to awards prior to
1995,  and  additional  awards  in  future  years  are  anticipated.
                                     F-22

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11.          STOCK  AND  EMPLOYEE  BENEFIT  PLAN  (CONTINUED):
PENSIONS  AND  OTHER  BENEFITS:
In  July  1993,  the  Company  adopted The Casino Magic Corp. 401(k) Plan (the
"401(k) Plan"), a defined contribution plan covering all eligible employees of
the Company who have one year of service and are age twenty-one or older.  The
401(k)  Plan  is  subject  to the provisions of the Employee Retirement Income
Security  Act  of  1974 (ERISA).  Each year, participants may contribute up to
15%  of  pretax  annual  compensation,  as  defined  in  the 401(k) Plan.  The
Company's  matching  and/or additional contributions may be contributed at the
discretion  of  the Company's Board of Directors.  The Company's contributions
to  the 401(k) Plan are allocated to employed participants' accounts as of the
last day of the plan year.  Total employer contributions to the 401(k) Plan at
December  31,  1997,  1996 and 1995 were approximately $201,000, $176,000, and
$177,000,  respectively.
12.          WRITE-OFF OF CAPITALIZED COSTS RELATING TO INACTIVE DEVELOPMENTS:
In  1995, the Company decided to terminate development efforts with respect to
specific  properties  and  jurisdictions.    Because  of  this  determination,
significant capitalized amounts relating to land, land options, joint ventures
and  construction projects were written-off or revalued.  In addition, certain
consulting agreements that were entered into to pursue gaming opportunities in
new  jurisdictions were terminated.  The amount expensed in the fourth quarter
of  1995  was  $14,542,164.
13.          ADVERTISING:
The  company expenses all production and communication costs of advertising as
incurred.   Advertising expense was approximately  $7,815,000, $5,470,000, and
$4,472,000  for  years  ended December 31, 1997, 1996, and 1995, respectively.
14.          RELATED  PARTY  TRANSACTIONS:
During the years ended December 31, 1997, 1996, and 1995, the Company incurred
$7,247,  $1,346,861  and $353,888,  respectively, for architectural and design
services  provided by an architectural firm that is wholly-owned by an outside
director  and  shareholder  of  the Company.  The director resigned in October
1996.
During the years ended December 31, 1997, 1996, and 1995, the Company incurred
$145,744,  $154,028 and $388,944, respectively, for legal services provided by
a  law  firm  in  which  an  outside director of the Company is a shareholder.
During  the  year  ended  December  31,  1996  and  1995, the Company incurred
$219,800,  and $387,422, respectively, for charter plane rentals provided by a
company  that  is  wholly  owned  by  the  Company's  Chairman.
The  Company  purchased  a  jet  airplane  in February 1996 from the Company's
Chairman.    The Company paid $1.7 million for the airplane which approximated
fair value at the date of purchase.  The plane was sold in February 1997 to an
unrelated  third  party  for  $1.4  million,  which  approximated  fair value.
15.          INCOME  TAXES:
Pretax financial income (loss) generated from domestic and foreign sources was
as  follows:
<TABLE>
<CAPTION>

     DECEMBER  31,

                       1997            1996           1995
                   -------------  --------------  -------------
<S>                <C>            <C>             <C>
Domestic           $(12,132,945)  $ (15,322,992)  $(15,336,975)
Foreign               4,948,737     (20,942,537)     1,813,932
                   -------------  --------------  -------------
Total pretax loss  $ (7,184,208)  $ (36,265,529)  $(13,523,043)
                   =============  ==============  =============
</TABLE>


                                     F-23

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15.          INCOME  TAXES  (CONTINUED):
Provision  (benefit)  for  income taxes for the years ended December 31 are as
follows:
<TABLE>
<CAPTION>

     DECEMBER  31,

                               1997          1996          1995
                           ------------  ------------  ------------
<S>                        <C>           <C>           <C>
Federal and state current  $(2,733,203)  $(4,253,704)  $(2,546,443)
Foreign current              1,064,963       827,548     1,099,816
Federal deferred              (266,760)   (1,250,026)   (1,221,514)
Foreign deferred                    --            --      (562,723)
                           ------------  ------------  ------------
Total                      $(1,935,000)  $(4,676,182)  $(3,230,864)
                           ============  ============  ============
</TABLE>


Components  of  deferred  tax  liabilities  (assets)  are  as  follows:
<TABLE>
<CAPTION>

     DECEMBER  31,

                                                         1997           1996
                                                     -------------  -------------
<S>                                                  <C>            <C>
Depreciation and amortization                        $ 12,154,826   $  9,535,121
Foreign source income                                     257,949        257,949
                                                     -------------  -------------
Gross deferred tax liabilities                         12,412,775      9,793,070
                                                     -------------  -------------
Write-off of preopening costs                          (1,781,870)    (2,493,074)
Tax benefits related to non-statutory stock Options      (504,000)      (504,000)
Accrued employee benefits and liabilities              (1,428,370)    (1,433,067)
Abandoned development projects                         (1,515,657)   (10,229,821)
Net operating loss carry-forward                      (21,299,675)    (2,269,344)
Other                                                    (902,737)      (798,293)
                                                     -------------  -------------
Gross deferred tax assets                             (27,432,309)   (17,727,599)
                                                     -------------  -------------
Less valuation allowance                               15,019,534      8,201,290
                                                     =============  =============
Net deferred tax liabilities                         $         --   $    266,761
                                                     =============  =============
</TABLE>


The  provision  for  income  taxes  differs  from  the  amount  of  income tax
determined  by  applying the applicable U.S. statutory federal income tax rate
to  pre-tax  income  from  continuing  operations as a result of the following
differences:

<TABLE>
<CAPTION>

     DECEMBER  31,

                                                   1997          1996           1995
                                               ------------  -------------  ------------
<S>                                            <C>           <C>            <C>
Statutory U.S. tax rate (35%)                  $(2,023,010)  $(12,692,935)  $(4,733,065)
Increase (decrease) in rates resulting from:
Expenses which were non-deductible
     for tax purposes                            1,299,010        357,805       733,876
Expenses which were deductible
     for tax purposes and not book              (6,988,244)            --            --
Foreign taxes                                    1,064,963        827,548     1,099,816
Valuation allowance                              6,818,244      8,201,290            --
State tax benefit                                       --       (802,174)           --
Other                                           (2,105,996)      (567,716)     (331,491)
                                               ------------  -------------  ------------
Effective tax rate  (33%), (13%)
     and (24%), respectively                   $(1,935,000)  $ (4,676,182)  $(3,230,864)
                                               ============  =============  ============
</TABLE>

The  valuation  allowance  against  net  deferred  tax  assets was recorded in
recognition  of  the  significant operating losses incurred by the Company for
the  last  three  years.
Mississippi  State  taxes  were  offset by a tax credit for state gaming taxes
based  on gross revenues realized by Casino Magic-BSL and Casino Magic-Biloxi.
The  credit  is  the lesser of the annual total gaming taxes paid or the state
income  tax.    Credit  carry-forwards  are  not  permitted.
Louisiana  State  taxes do not allow for an offset of state gaming taxes based
on  gross  revenues  realized  by    Louisiana.
                                     F-24

<PAGE>
                      CASINO MAGIC CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16.          FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:
The carrying amounts and fair values of the Company's financial instruments at
December  31,  1997  are  as  follows:
<TABLE>
<CAPTION>


                                                         CARRYING   FAIR
(IN THOUSANDS)                                            AMOUNT    VALUE
-------------------------------------------------------  --------  -------
<S>                                                      <C>       <C>
Cash and cash equivalents                                  20,902   20,902
Marketable securities                                      10,629   10,629
Notes receivable                                            3,385    3,385
Notes payable and current maturities of long-term debt
     and long-term debt                                   262,368  247,568
</TABLE>


The  following  methods and assumptions were used by the Company in estimating
its  fair  value  disclosure:
Cash  and  cash equivalents, and marketable securities, .  The carrying amount
reported on the consolidated balance sheet approximates its fair value because
of  the  short  term  nature  of  these  instruments.
Notes  receivable.   This is a long-term note receivable from an Indian Tribe.
The  fair  value  of  the note approximates market value based on the interest
rate  of  the  note  and  the  collateral  securing  the  note.
Notes  payable  and  current  maturities of long-term debt and long-term debt.
The fair value of the Company's debt either approximates its carrying value or
is    based  upon  the  market  price  of  the  debt  instruments.
Fair  value  estimates are made at a specific point in time, based on relevant
market  information  and  information  about  the financial instrument.  These
estimates  are  subjective  in nature and involve uncertainties and matters of
significant  judgment  and  therefore  cannot  be  determined  with precision.
Changes  in  assumptions  could  significantly  affect  the  estimates.

17.          SELECTED  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED):
YEAR  ENDED  DECEMBER  31,  1997
<TABLE>
<CAPTION>


<S>                                       <C>            <C>            <C>           <C>            <C>
(in thousands, except per share amounts)
                                           1st Quarter    2nd Quarter    3rd Quarter   4th Quarter   Totals
                                          -------------  -------------  ------------  -------------  ---------
Revenue                                   $     65,781   $     65,958   $     66,495  $     63,240   $261,474
Income from Operations                           1,997          5,927         10,125         6,506     24,555
Income (loss) before
  Tax and minority
  Interest                                      (5,607)        (1,020)         3,390        (2,543)    (5,780)
Net income (loss)                               (3,672)        (1,222)         2,675        (3,030)    (5,249)
Earnings (loss) per
Share:
     Basic                                       (0.10)         (0.03)          0.08         (0.08)     (0.15)
     Diluted                                     (0.10)         (0.03)          0.08         (0.08)     (0.15)

</TABLE>


YEAR  ENDED  DECEMBER  31,  1996
<TABLE>
<CAPTION>


<S>                                       <C>           <C>           <C>            <C>            <C>
(in thousands, except per share amounts)
                                           1st Quarter   2nd Quarter   3rd Quarter    4th Quarter   Totals
                                          ------------  ------------  -------------  -------------  ---------
Revenue                                   $     43,125  $     42,368  $     43,271   $     51,514   $180,278
Income from Operations                           5,565         6,473         5,355         (8,550)     8,843
Income (loss) before
  tax                                            2,352         2,456       (26,024)       (15,050)   (36,266)
Net income (loss)                                1,644         1,660       (20,683)       (14,210)   (31,589)
Earnings (loss) per
Share:
     Basic                                        0.05          0.05         (0.57)         (0.40)     (0.89)
     Diluted                                      0.05          0.05         (0.57)         (0.40)     (0.89)

<FN>
NOTE: Earnings (loss) per share totals will note necessarily agree to the sum
of  the  quarterly  information
</TABLE>
                                     F-25


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