10-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________
FORM 10-K/A-2

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
     For the fiscal year ended March 31, 1995
OR
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     For the transition period from ___________ to ___________
Commission file number:  0-14897

PLAYERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

          Nevada
95-4175832
(State or other jurisdiction of incorporation or  organization)
(I.R.S. Employer Identification No.)

3900 Paradise Road, Suite 135, Las Vegas, Nevada
(Address of principal executive offices)

89109
(Zip Code)

(702) 691-3300
(Registrant's telephone number, including area code)

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

  Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.005 par value

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

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

  As of June 22, 1995, the aggregate market value of the
registrant's Common Stock held by non-affiliates of the
registrants was not less than $490,000,000.

  As of June 22, 1995, there were 29,757,904 shares of the
registrant's Common Stock outstanding.

  Documents Incorporated by Reference:

  The information required by Part III of this report is
incorporated by reference from the Registrant's Proxy Statement
to be filed with the Commission not later than 120 days after the
end of the fiscal year covered by this report.

August 2, 1995

Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

The following submission contains two (2) typographical errors and therefore 
has been resubmitted with those errors corrected.  The errors and 
corresponding corrections are as follows:

1.  Consolidated Balance Sheets, Liabilities and Stockholders' Equity,
line item "Other liabilities" - the amount for year ending March 31, 1994
was shown as "54" and it should have been "548".

2.  Notes to Consolidated Financial Statements, Note #9-Common Stock Options
and Warrants, in the chart under Warrants, Outstanding for the period March 
31, 1993, Granted - the amount shown was "5,083,38" and it should have been
"5,083,383".

I can be reached at (318) 437-1542 if you should need additional information.

Sincerely,

Kerry C. Mitchell

cc:  Brian Ford, Ernst & Young
     Brian Lynch, Morgan, Lewis, Bockius


53

                             PART I

Item 1.   Business

      Players  International,  Inc.  is a  multi-jurisdictional  gaming
company  which  owns  and operates the Players Riverboat  Casino  ("the
Metropolis   Riverboat")  at  Merv  Griffin's  Landing  in  Metropolis,
Illinois  (the  "Metropolis Complex"), two riverboat  casinos  in  Lake
Charles,  Louisiana, the Players Riverboat Casino  (the  "Players  Lake
Charles Riverboat"), the Players Lake Charles Star Riverboat (the "Lake
Charles  Star  Riverboat") and a horse racetrack facility  in  Paducah,
Kentucky,  Players  Bluegrass Downs, Inc..  The  Metropolis  Riverboat,
which  is the only riverboat operating in southern Illinois and is  one
of  only  ten  statutorily  authorized  Illinois  licensees,  commenced
operations in February 1993 and has successfully marketed to patrons in
Illinois, Indiana, Kentucky, Missouri and Tennessee.  The Players  Lake
Charles  Riverboat,  which  is  one of the  highest  revenue  producing
riverboat  casinos  in  the  United  States,  commenced  operations  in
December  1993.  Both the Players Lake Charles Riverboat and  the  Lake
Charles  Star Riverboat service the large Houston, Texas gaming market.
The Lake Charles Star Riverboat commenced operations in April 1995.

      The Company currently plans to expand existing operations as well
as  to  develop and construct two new casino entertainment  facilities.
The  first of these projects is ("the Lake Charles Complex Expansion"),
an  approximately $110 million expansion of its successful Lake Charles
operation,  which  has  operated at or near capacity  on  weekends  and
holidays.   This  multi-phase project includes the  recently  completed
purchase of the Lake Charles Star Riverboat.  In addition, the  Company
is  party  to  an  agreement pursuant to which it expects  to  purchase
shortly the Players Hotel and related property currently under lease in
Lake  Charles.   Following  such  purchase,  the  Company  expects   to
reconstruct or substantially improve and expand the hotel and construct
an  entertainment barge and multi-story parking garage.  These  efforts
are  being  undertaken  in order to offer the  equivalent  of  dockside
gaming, expand capacity and strengthen the Company's market position in
Lake  Charles in response to and in anticipation of competition in this
market.

      In addition to the Lake Charles Complex Expansion, the Company is
completing  the  construction of the Players Island Resort,  its  first
land-based  casino  in Mesquite, Nevada.  This resort  will  feature  a
fully  contained island resort environment.  The Players Island  Resort
is  scheduled to open on or about July 1, 1995, subject to the  receipt
of  regulatory approvals, and is expected to cost between $75  and  $80
million.

      The Company also recently entered into a letter of intent to form
a  joint venture with the Promus Companies, Incorporated ("Promus")  to
co-develop a $200 million two riverboat casino entertainment complex in
Maryland  Heights,  Missouri, which will contain  a  total  of  100,000
square feet of gaming space.  The Company and Promus individually  have
been  endorsed  by the City of Maryland Heights for separate  riverboat
projects.  The Company and Promus expect to begin construction with  an
opening targeted for the Summer of 1996, subject to the receipt of  all
necessary gaming and other approvals for the joint development project.
The Company also plans a $10 to $15 million improvement program for its
Metropolis  Complex,  including integration  of  the  Company's  island
resort  theme  featured at the Players Island Resort, as  well  as  the
expansion of food and entertainment facilities and riverfront parking.

      The  Company's  principal executive office  is  located  at  3900
Paradise Road, Suite 135, Las Vegas, Nevada 89109 (Telephone:  702-691-
3300).

Business Strategy

      The  Company's successful business strategy, emphasizes providing
customers with a high quality entertainment experience, with particular
emphasis  on  customer  service.  The Company targets  sites  that  are
conveniently located near frequently traveled interstate highways,  and
which  have  easy access and ample parking, in order to  attract  local
patronage  and  repeat visitors.  The Company's strategy in  developing
and  constructing facilities is to create a destination  complex  which
provides  a  total entertainment experience rather than  merely  casino
gaming.

       The   Company  employs  a  disciplined  development   philosophy
consisting  of  the  following principal  components:  (i)  a  thorough
analysis  of demographic, regulatory, competitive and other factors  to
identify  niche markets or markets where the Company believes it  could
have  a  dominant position; (ii) the maintenance of adequate  financial
resources  to  enable  the Company to respond  quickly  to  development
opportunities  in existing and new jurisdictions; (iii) the  investment
of  significant capital and other resources only after a  determination
has been made that a project is attractive; and (iv) the development of
themed  projects  with  a  high entertainment  component  that  can  be
completed in a desirable time frame.  The successful implementation  of
this  philosophy is evidenced by the Company's development  record  and
its  existing facilities at Metropolis and Lake Charles, both of  which
were developed on-time and on-budget.

Marketing

       The   Company's  marketing  strategy  focuses  on  middle-income
customers  who  live within a 200 mile radius of each of the  Company's
facilities.  The  Company implements this strategy principally  through
the  use  of  database marketing, on-site marketing and  bus  programs.
Utilizing  its proprietary database of gaming enthusiasts, the  Company
targets gaming customers through frequent mailings promoting visits  to
its  casino  facilities.   In  addition, the  Company  employs  on-site
marketing techniques including the use of player tracking systems, slot
clubs  and preferred player hosts to identify and service patrons.   To
attract   additional  patronage  during  non-peak  hours,  the  Company
utilizes  bus  tours which are organized through the  Company's  direct
relationship with tour operators.

Metropolis Operations

     The Company's Metropolis Complex, which has been operational since
February 23, 1993, is the only riverboat operating in southern Illinois
and  has one of a current maximum of ten statutorily authorized  gaming
licenses  in the state.  The Metropolis riverboat is a four  deck,  air
conditioned  replica  of a turn of the century side-wheeler  riverboat.
The  fully-equipped Las Vegas style casino features over 20,000  square
feet of gaming space, with 675 slot machines and 43 table games, for  a
total  of  approximately 1,011 of the 1,200 gaming positions authorized
by  statute.  The Metropolis Complex also includes a docking site known
as  "Merv  Griffin's  Landing," which  features  a  bar  and  grill,  a
restaurant, meeting rooms and a gift shop. As part of its plan to offer
non-gaming  amenities  in Metropolis, the Company  acquired  a  12-1/2%
interest in a joint venture that built a 120-room hotel adjacent to its
Metropolis dock site.  The hotel was opened in March 1994.  The Company
is  entitled to a discounted rate for rooms used for casino guests  and
employees.  The Company also leases, under a ten year agreement, a 350-
seat  cabaret  style theater adjacent to the hotel,  which  is  not  in
active  operation  but  is  available for use  in  special  events  and
promotions.  The rental payment for this lease is $3,000 per month.

      To  date,  the  Metropolis operation's closest gaming  competitor
operates in the St. Louis, Missouri area, which is approximately  three
hours away by car.  The Company expects competing riverboat casinos  to
open in the next 12 months at two locations in southern Missouri and at
one  location  in  southern Indiana.  In order to maintain  its  market
position  in  light  of  potential increased competition,  the  Company
intends to invest between $10 and $15 million for additional amenities,
attractions  and  riverfront parking.  As part  of  this  program,  the
Company  intends to integrate in the Metropolis Complex  the  Company's
island  resort  theme  which will be featured  at  the  Players  Island
Resort, and to expand its food and entertainment facilities.

      The  docking  site  at Metropolis consists of  three  permanently
moored barges and related structures.  One barge, with a total area  of
approximately 15,000 square feet on three levels, houses Merv Griffin's
Bar and Grill, the Celebrity Buffet restaurant, and meeting rooms.  The
dining  facilities  have the capacity to seat 600 people.   The  second
barge  is  approximately 12,000 square feet in size  and  contains  the
ticketing  area, a gift shop, waiting areas and restrooms.   A  special
VIP  lounge  was  added  recently to this  barge.   A  third  barge  is
approximately  15,000 square feet and is used as  a  queuing  area  for
patrons  prior to boarding the riverboat casino.  A deli and  bar  have
been  added on this barge for patron convenience.  The docking site  is
approximately  three  miles from U.S. Interstate 24,  a  major  highway
through  Illinois, Kentucky and Tennessee.  The docking site is  within
easy  walking  distance to over 1,000 free automobile and  bus  parking
spaces  provided by the Company. Although Illinois law requires persons
who  enter  the casino to be at least 21 years of age, the  restaurants
and gift shop are open to everyone.

      Metropolis, Illinois is near the southern tip of Illinois on  the
Ohio  River across from Paducah, Kentucky, approximately 40 miles  from
the  junction  of the Ohio and Mississippi Rivers. Metropolis,  with  a
population  of  about 7,000, is approximately 150  miles  northwest  of
Nashville, 160 miles southeast of St. Louis and 160 miles northeast  of
Memphis.   The  primary market area targeted by  the  Company  for  its
Metropolis  riverboat includes Bowling Green, Louisville and Owensboro,
Kentucky;  Cape  Girardeau,  Missouri;  Clarksville,  Hopkinsville  and
Nashville, Tennessee; and two military bases in Kentucky, Fort Campbell
and  Fort  Knox. Regional attractions in the area include  Fort  Massac
State  Park,  Shawnee National Forest, Cave-In-Rock  State  Park,  Land
Between the Lakes, and Crab Orchard and Rend Lakes.

      The  Metropolis  Riverboat departs from  its  landing  for  eight
cruises  daily,  commencing at 9:00 a.m., with an  additional  midnight
cruise  on Friday and Saturday.  This schedule may be varied, based  on
experience  and seasonal factors.  The Company adds a midweek  midnight
cruise  during the summer.  There is an admission charge, which  ranges
from $2 to $5 per cruise.  Once passengers board, they are permitted to
game  during  the  half hour prior to the time the  riverboat  departs.
After the excursion, passengers are permitted to game for another  half
hour  before new passengers board, for a total of two hours  of  gaming
per  cruise.  The Company may permit passengers to remain on board  for
additional  cruises  on a complimentary basis.  In  addition,  Illinois
permits  dockside gaming if the riverboat captain reasonably determines
that  it  is  unsafe to cruise due to inclement weather, mechanical  or
structural  problems or river icing, although there  is  a  possibility
that  such  authorization may be withdrawn.  See "Regulatory  Matters--
Illinois  Gaming Regulation."  During dockside gaming,  the  Metropolis
Riverboat operates on its normal schedule and passengers may leave  the
vessel at any time but may board only during the half hour prior to the
regularly scheduled start of the cruise.

      The  number  of  passengers per cruise typically varies,  with  a
higher  number on the weekends than in mid-week.  Passenger counts  are
higher during warmer weather (from late spring through early fall) than
during  colder winter months.  The Company anticipates that this  trend
will  continue  in  the future.  The configuration  of  the  Metropolis
Riverboat,  like  the  configuration of the Players  Lake  Charles  and
Players Star Riverboats, is designed to accommodate a maximum number of
passengers comfortably during peak times, recognizing that there may be
excess  capacity  for  the number of passengers  during  most  off-peak
cruises.   The  Company's goal is to maximize overall  gaming  win  and
profit  with a relatively large and well-equipped boat, while providing
a  pleasurable gaming experience, and not necessarily to  maximize  win
per  slot, win per table or win per square foot of casino space.  Since
inception, the Metropolis Riverboat typically has operated at close  to
full capacity on Friday and Saturday evening cruises and holidays, with
excess capacity on cruises at other times.

Lake Charles Operations

      The  Players Lake Charles Riverboat, which was the second  casino
riverboat  to  open in the state of Louisiana, commenced operations  on
Lake Charles in southwestern Louisiana on December 8, 1993. The Players
Lake  Charles Riverboat, a fully-equipped Las Vegas style  casino,  has
approximately 27,500 square feet of gaming space with 869 slot machines
and 69 table games, for a total of approximately 1,400 gaming positions
and offers gaming on four air-conditioned decks.

      In  order  to  offer  the equivalent of dockside  gaming,  expand
capacity  and strengthen the Company's market position in Lake Charles,
the  Company  in January 1995 initiated the $110 million  Lake  Charles
Complex Expansion. The Company began the Lake Charles Complex Expansion
by  acquiring  for  approximately $52  million  all  interests  in  the
partnership that owns a fully equipped Las Vegas style riverboat casino
which  had  operated  for  the  past one and  one-half  years  on  Lake
Pontchartrain,  Louisiana.  The  Company  now  holds  two  of  the   15
statutorily authorized riverboat gaming licenses in Louisiana.

     In April 1995, the Company opened the Lake Charles Star Riverboat,
which  has  21,730 square feet of gaming space on three air-conditioned
decks  with 778 slot machines and 45 table games for a total  of  1,135
gaming positions. Both the Players Lake Charles Riverboat and the  Lake
Charles Star Riverboat are approved to operate eight three-hour cruises
seven  days a week. The Lake Charles Star Riverboat currently  operates
eight  three-hour  cruises daily, commencing at 9:00 a.m.  The  Players
Lake  Charles  Riverboat  currently operates  five  three-hour  cruises
Sunday  through  Thursday  and  eight  three-hour  cruises  Friday  and
Saturday.  Cruises  on the Players Lake Charles Riverboat  commence  at
10:30  a.m. With the two Lake Charles riverboats operating on the above
staggered  cruise  schedules,  the Company  offers  the  equivalent  of
dockside gaming at all times except 1:30 a.m. through 10:30 a.m. Sunday
through Thursday.

      As  part of the Lake Charles Complex Expansion, approximately $58
million  in additional expansion projects and improvements are budgeted
for the development of a 50,000 square foot themed entertainment center
featuring  new  restaurants,  a  sports  bar  and  lounge  and  banquet
facilities; the reconstruction or substantial improvement and expansion
of  hotel  space;  the  construction of a new docking  facility  and  a
covered    parking   facility;   public   purpose/city   infrastructure
contributions; the integration of the Company's island resort theme  at
the Lake Charles facility; and additional amenities.

      There  is an admission charge of $2.00 per cruise on the  Players
Lake  Charles  Riverboat  and  Lake Charles  Star  Riverboat,  although
promotional  discounts  may be given. The  Company  pays  a  $2.50  per
passenger  admission tax to the City of Lake Charles.  Once  passengers
board,  they are permitted to game prior to the riverboat's  departure.
Passengers  are permitted to continue to game until they disembark.  At
its  discretion, the Company may permit passengers to remain  on  board
for  additional  cruises.  Louisiana permits  dockside  gaming  if  the
riverboat captain reasonably determines that it is unsafe to cruise due
to dangerous weather or water conditions.

     The Players Lake Charles Riverboat and Lake Charles Star Riverboat
depart  from  a  docking  site adjacent to  the  Players  Hotel,  which
includes dockside and support facilities. The Company currently  leases
the  ground floor of the hotel and adjacent parking areas for the hotel
and  casino  guests. The Company has completely renovated and  expanded
the  hotel's ground floor into a pavilion that houses the primary areas
for  ticketing, waiting, entertainment and retail space, four bars  and
additional  snack facilities. The space also includes two full  service
restaurants,  Merv's  Bar  &  Grill  and  the  Celebrity   Buffet   and
Restaurant, which can seat 125 and 250 people, respectively.  Following
the  closing  under an agreement pursuant to which  the  Company  is  a
party, the Company will own the real property on which the Lake Charles
landing  area  and  complex,  including  the  hotel  and  parking  area
currently  under  lease,  are situated. See "Properties--Lake  Charles,
Louisiana".

      The Company maintains a permanently docked barge of approximately
10,000  square feet, containing a 3,000 square foot VIP waiting lounge,
which  allows  special  access and priority boarding.  The  barge  also
provides  areas  for  employee  needs, offices  and  mechanical  rooms.
Passengers  enter the Players Lake Charles Riverboat  directly  from  a
barge  facility which is connected to the Players Hotel  by  a  covered
walkway.  The landing is within easy walking distance of 800 automobile
parking spaces (of which 250 spaces are valet parking) and another  700
parking spaces are accessible to the landing by shuttlebus.

      The  City  of  Lake  Charles  and the  surrounding  area  have  a
population of 160,000 within a 25 mile radius. The City of Lake Charles
is an active community with a cultural heritage and community resources
including the symphony, ballet and numerous art galleries and  museums.
The  area  is  also host to seasonal festivals and special events  that
highlight Cajun food and music, historic crafts and water sports.  Lake
Charles  hosts  the  annual "Contraband Days," the biggest  promotional
event   in  Lake  Charles,  spanning  over  two  weeks  and  attracting
approximately  200,000 visitors to the City. Lake  Charles'  Contraband
Days  is  the  second largest festival in Louisiana after New  Orleans'
Mardi  Gras Festival. In addition, the City of Lake Charles has a civic
center  that  offers  a  2,000 seat theater and a  50,000  square  foot
exhibition   hall,   used   for  conventions,   sporting   events   and
entertainment. Lake Charles, which exceeds four square miles, serves as
a recreational area for boating and fishing.

      The  Lake  Charles  casinos' primary market  area  includes  such
population  centers as Houston, Beaumont, Galveston,  Orange  and  Port
Arthur,   Texas  and  Lafayette  and  Baton  Rouge,  Louisiana.    U.S.
Interstate  10  connects  Houston, Beaumont and  Lake  Charles  and  is
adjacent  to  the  Company's  dock site.  Since  opening,  the  Company
estimates  that  the Lake Charles casino has drawn  over  half  of  its
patrons from Texas, mainly from the greater Houston area, due in  large
part  to  the  current  absence of legalized casino  gaming  in  Texas.
While,  to  date,  the  Company  has experienced  only  limited  gaming
competition,  the  Company anticipates significant new  and  additional
gaming competition in the Lake Charles market.  See "Competition."



Projects Under Development

     Mesquite, Nevada

As part of a strategy to diversify revenue sources, the Company expects
to  open  the  Players  Island  resort,  its  first  land-based  casino
entertainment facility, in Mesquite, Nevada, on or about July 1,  1995,
subject  to  the  receipt of all necessary gaming and other  approvals.
The  Players Island Resort will feature an island resort theme  and  is
estimated  to  cost  between $75 and $80 million to develop  and  open,
approximately  $43.7 million of which had been invested  through  March
31,  1995.  The majority of the remaining project costs are covered  by
fixed  price contracts.  The Mesquite site is located approximately  70
miles by car from Las Vegas on Interstate 15 between Las Vegas and Salt
Lake  City,  where an estimated 12, 000 cars pass daily.   The  Players
Island  Resort  will  be  marketed as  a  destination  resort  for  the
residents  of the Las Vegas area and Southern Nevada, as  well  as  for
tourists from California, Arizona and nearby Utah.

      The initial phase of the Players Island Resort project includes a
40,000  square  foot casino; a 500-room hotel with  a  health  spa  and
swimming  pool  with  waterfalls; lighted tennis courts;  a  children's
arcade;  four detached three-bedroom villas; and a 50-unit recreational
vehicle  facility.  As part of the budgeted project,  the  Company  has
leased  additional land near the Players Island Resort to commence  the
development  of an 18-hole golf course during fiscal 1996.  The  resort
also will feature four restaurants, an estimated 400-seat showroom  and
10,000 square feet of banquet/meeting rooms. The resort complex,  which
has been master-planned to accommodate further expansion of the casino,
hotel  and banquet/meeting space, will feature a fully-contained island
resort environment.

Development Opportunities

     Maryland Heights, Missouri

      The  Company entered into a letter of intent with Promus on March
3,  1995 to form a joint venture to co-develop a $200 million riverboat
casino entertainment complex in Maryland Heights, Missouri, which  will
contain a total of 100,000 square feet of gaming space. The Company and
Promus  would each own and operate a separate riverboat casino pursuant
to  separate  gaming  licenses but would share  in  the  costs  of  the
development  of,  as  well as any profit or loss  associated  with,  an
estimated  300,000  square foot shoreside facility.  Although  the  two
riverboat  casinos are expected to be similar in theme and decor,  each
operator would individually manage and market its own gaming operations
with  separate staffing. The Company and Promus individually have  been
endorsed by the City of Maryland Heights for separate riverboat  casino
projects  and  have licensing applications under consideration  by  the
Missouri  Gaming Commission. See "Regulatory Matters". The  development
and  operation of the Maryland Heights Project are conditioned upon the
negotiation and execution of definitive agreements between the  Company
and Promus.

      In  addition to the construction of two riverboats, the shoreside
facility  is anticipated to include a hotel facility to be  managed  by
Promus,   extensive   covered  parking  and  a   95,000   square   foot
entertainment  building.  The entertainment  facility  is  expected  to
contain  upscale  restaurants, a buffet, bars, an entertainment  lounge
with live music nightly, a preferred players lounge and gift shops. The
Company  and Promus also are evaluating the development of  an  outdoor
mall  containing themed restaurants and boutique shops similar  to  the
higher  end  Las Vegas casinos. Under the Promus Letter of  Intent  (i)
Promus  and  the  Company  would share each other's  development  costs
(excluding  the  costs specified in clause (iii) below,  the  costs  of
riverboats to be separately owned and operated and the costs associated
with interior fit-up of separately controlled space); (ii) Promus would
have  the right to purchase the Company's interest in the joint venture
upon  any  "change  of  ownership" of  Players,  on  terms  subject  to
negotiation  between the parties; and (iii) as between Promus  and  the
Company,  the  owner of the property ultimately chosen for  development
would receive percentage rent from the other joint venture party, based
on net gaming revenues. See "Properties--Maryland Heights, Missouri."

      Situated  close to Interstate 70 in Maryland Heights, the  casino
entertainment complex will be strategically located to attract  patrons
from  a  local  population base of approximately  2.3  million  in  the
greater  St.  Louis  metropolitan region. The site  will  feature  easy
accessibility, a high level of drive-by traffic and close proximity  to
Interstate   70  and  Lambert  International  Airport,  and   will   be
strategically  located near the Riverport amphitheater, which  attracts
500,000  visitors  per  year. The Company and Promus  expect  to  begin
construction  with an opening targeted for the Summer of 1996,  subject
to  the  negotiation  and execution of definitive  agreements  for  the
project and the receipt of all necessary gaming and other approvals.

     Although riverboat gaming is currently offered in the metropolitan
St.  Louis  region,  certain patrons of the Metropolis  Complex  travel
approximately three hours from St. Louis to Metropolis. In  recognition
of  these  valued  customers, the Company intends to  introduce  cross-
marketing  programs to St. Louis area residents for the Metropolis  and
the  proposed Maryland Heights riverboats to increase repeat  patronage
at the Company's casino entertainment facilities.

     Other Potential Projects

      The  Company  currently is in the early stages  of  evaluating  a
number  of other potential opportunities to develop riverboat, dockside
or  land-based gaming facilities in jurisdictions that currently permit
gaming as well as in jurisdictions that have not yet legalized gaming.

Competition

     The casino gaming industry includes casinos which are either land-
based in jurisdictions such as Nevada and New Jersey, dockside casinos,
riverboat  casinos  and land-based casinos on Indian reservations.  The
gaming industry is highly competitive and is composed of a large number
of  companies, many of which have significantly greater resources  than
the  Company.  Numerous states have legalized gaming and several  other
states  are considering the legalization of gaming in designated areas.
As  a result of the proliferation of gaming in new jurisdictional areas
as  well  as  the  proliferation of Indian gaming on tribal  land,  the
Company's  operations could be adversely affected  in  instances  where
such  other  gaming  operations are conducted close  to  the  Company's
operations.

       The   Company's  Metropolis  Complex  currently  faces  indirect
competition from riverboats in certain parts of Missouri and to a  much
lesser  extent  from  dockside  casinos  in  Tunica,  Mississippi.   In
addition,  the  Company  believes that by  late  Summer  of  1995,  the
Metropolis  Complex  will be subject to competition  from  a  riverboat
operation  in  Evansville, Indiana, which is located approximately  110
miles from Metropolis. Gaming has also been authorized in Missouri, and
the  closest Missouri cities in which proposed future gaming facilities
are  under  consideration are Cape Girardeau and Caruthersville,  which
are  approximately 70 and 120 miles, respectively, from Metropolis. The
Caruthersville project opened in April 1995. The timing of the  opening
and  licensing  of the Cape Girardeau project cannot be determined.  In
order  to  maintain  its  market position,  the  Company  has  budgeted
additional  amenities and attractions for the Metropolis  Complex.  See
"Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations."

     The Company's Lake Charles operation faces direct competition from
the  land-based Coushatta facility in Kinder, Louisiana. The  Coushatta
facility,  which  opened  in January of 1995, and  which  has  recently
announced an expansion, is a Las Vegas style casino that offers  45,000
square  feet  of gaming space, with 1,250 slot machines  and  50  table
games.   Coushatta  has announced that it has experienced  higher  than
expected revenues since opening and plans to expand in August  1995  by
increasing  gaming  space by 26,000 square feet  and  adding  750  slot
machines  and  15 table games.  In addition to the Coushatta  facility,
the  Company will also face direct competition from a joint venture  of
Crown  Casinos, Inc., Casino America, Inc. and Louisiana  Downs,  Inc.,
which  expects  to open its riverboat operation in Westlake,  Louisiana
approximately one mile from the Company's facility. Eastbound travelers
on  Interstate 10 can access the Crown facility prior to  reaching  the
Players' facility.  The Company's Lake Charles operations compete to  a
lesser  degree  with riverboat operators in Baton Rouge,  approximately
125 miles east of Lake Charles, the New Orleans area, which is over 200
miles east of Lake Charles, and the Shreveport/Bossier City area, which
is  approximately 180 miles north of Lake Charles.  A land based casino
in New Orleans may produce additional competition.

      The  Players  Island  Resort  in Mesquite,  Nevada  will  compete
directly with two existing properties, the Oasis and the Virgin  River,
both  of  which  are  located  in  Mesquite.  The  larger  of  the  two
facilities,  the  Oasis,  has been in operation  for  approximately  11
years,  and  the  Virgin River has been in operation for  approximately
three  years.  These two facilities draw a majority of their  patronage
from  travelers  on Interstate 15, the local population  base  and  the
residents  of nearby border towns between Utah and Nevada. The  Company
will compete directly with these existing properties as well as attempt
to expand the Mesquite market by targeting Las Vegas residents and tour
and travel patrons who otherwise are visiting Las Vegas.

      The  Company's planned project in Maryland Heights, Missouri will
compete directly with President Riverboats in downtown St. Louis, Alton
Belle  in  Alton,  Illinois, Casino Queen in East  St.  Louis  and  St.
Charles Station in St. Charles, Missouri, proposed riverboat casinos in
Kimmswick,  Missouri and St. Charles County, Missouri and, potentially,
additional riverboats in the St. Louis metropolitan area.

Employees

      At  March  31,  1995, the Company had 2,261 employees,  including
approximately 1,357 and 786 employed in riverboat operations (including
land-based activities) in Lake Charles and Metropolis, respectively, 45
employed  at  Players Bluegrass Downs, 32 employed  at  Players  Island
Resort  and 41 employed in the Company's executive office. The  Company
believes its relations with its employees are generally good.

Regulatory Matters

      The  Company is subject to state and Federal laws which  regulate
businesses generally and the gaming business specifically. Below  is  a
brief  description of some of the more significant regulations to which
the  Company  is subject. All laws are subject to change and  different
interpretations.  This  is  especially  true  with  respect   to   laws
regulating the gaming industry, since in many cases these laws and  the
regulatory agencies that apply them are new. Changes in laws  or  their
interpretation  may  result  in  the  imposition  of  more   stringent,
burdensome,  or expensive requirements, or the outright prohibition  of
an activity.

     Illinois Gaming Regulation

      The  Riverboat Gambling Act of Illinois (the "Illinois  Riverboat
Act") currently authorizes a five-member Illinois Gaming Board to issue
up  to  ten riverboat gaming licenses. The Illinois Gaming Board issued
an owner's license to a wholly-owned subsidiary of the Company, for its
Metropolis  operations  in February 1993. This license  is  subject  to
renewal, unless revoked, in February 1996 and annually thereafter.  The
Illinois  Gaming  Board has granted licenses to  nine  other  riverboat
owners,  some  with  multiple boats, with dock sites  based  in  Alton,
Aurora,  East Peoria, East St. Louis, Elgin, Rock Island,  Joliet  (two
licensees have a dock site based in Joliet) and East Dubuque.

      Each  owner's license granted entitles the licensee  to  own  and
operate  up to two riverboats (with a combined maximum of 1,200  gaming
participants)  and equipment thereon from a specified  dock  site.  The
duration  of  the license initially runs for a period of  three  years.
Thereafter, the license is subject to renewal on an annual basis  upon,
among  other things, a determination by the Illinois Gaming Board  that
the  licensee continues to meet all of the requirements of the Illinois
Riverboat Act and the Illinois Gaming Board's Rules. All licensees have
a  continuing duty to maintain suitability for licensure. There can  be
no  assurance that the Company's license will be renewed, although  the
Company is not aware of any reason why it would not be. A license  does
not  create  a property right, but is a revocable privilege granted  by
the  State  of  Illinois  contingent upon  continuing  suitability  for
licensure.  The  licensee bears the burden of rebutting  by  clear  and
convincing evidence any charges raised by the Illinois Gaming Board.

      The  Illinois  Riverboat  Act grants the  Illinois  Gaming  Board
extensive jurisdiction, specific powers and duties for the purposes  of
administering, regulating and enforcing the system of riverboat gaming.
Any  riverboat operation not conducted in compliance with the  Illinois
Riverboat  Act may constitute an illegal gaming place and  consequently
may  be  subject  to  criminal penalties, including  possible  seizure,
confiscation and destruction of illegal gaming devices and seizure  and
sale of riverboats and dock facilities. The Illinois Riverboat Act also
provides  for  civil penalties, equal to the amount of  gross  receipts
derived   from   wagering  on  the  gaming,  whether  unauthorized   or
authorized, conducted on the date of any violation. The Illinois Gaming
Board  may revoke or suspend licenses as the Board may see fit  and  in
compliance  with  applicable laws of the State  of  Illinois  regarding
administrative  procedures and may suspend an owner's license,  without
notice  or  hearing, upon a determination that the safety or health  of
patrons  or  employees  is  jeopardized  by  continuing  a  riverboat's
operation.  The  suspension  may remain in effect  until  the  Illinois
Gaming  Board determines that the cause for suspension has been  abated
and  it  may revoke the owner's license upon a determination  that  the
owner has not made satisfactory progress toward abating the hazard.

      A holder of an owner's license is required to obtain all licenses
from  the  Illinois  Gaming Board necessary  for  the  operation  of  a
riverboat,  including  a liquor license and a license  to  prepare  and
serve food and all other necessary licenses. All sales, use, occupation
and  excise  taxes  which apply to food and beverages  apply  to  sales
aboard  riverboats.   All  riverboats must be  accessible  to  disabled
persons,  must be either a replica of a 19th century Illinois riverboat
or  be  of a casino cruise ship design, and must comply with applicable
Federal and state laws, including U.S. Coast Guard regulations.

      A  person employed at a riverboat gaming operation must  hold  an
occupation  license from the Illinois Gaming Board  which  permits  the
holder  to perform only activities included within such holder's  level
of  occupation  license or any lower level of occupation  license.  The
Illinois Gaming Board also requires that officers, directors and  other
key persons of a gaming operation be licensed. In addition, a riverboat
licensee can purchase or lease gaming equipment or supplies only from a
supplier  who  has  been issued a supplier's license  by  the  Illinois
Gaming Board.

      As  a  condition to maintaining an owner's license, the  licensee
must,  among  other things, submit detailed financial  information  and
other  information  to the Illinois Gaming Board  including  an  annual
audit  by an independent certified public accountant, approved  by  the
Administrator   of  the  Illinois  Gaming  Board,  of   the   financial
transactions and conditions of the total operations of a holder  of  an
owner's  license  including  the condition  of  the  licensee  and  its
internal control system. The holder of an owner's license must  prepare
and  send  to  the  Administrator and the independent certified  public
accountant selected by the Administrator a written response  to  issues
raised  by such accountant's reports on (i) the procedures required  to
be  performed by such accountant on a quarterly basis with  respect  to
certain aspects of the licensee's operations and (ii) the annual  audit
referred   to   in  the  previous  sentence.  Among  other   continuing
obligations,  the holder of an owner's license has a duty  to  promptly
disclose  any  material changes in the information it provides  to  the
Illinois  Gaming  Board. The holder of an owner's license  must  report
promptly  to the Administrator of the Illinois Gaming Board  any  facts
which the holder has reasonable grounds to believe indicate a violation
of  law (other than minor traffic violations) or Illinois Gaming  Board
Rule or a holder's internal controls committed by suppliers or licensed
employees  including,  without limitation the performance  of  licensed
activities different than those permitted under their license. The duty
to  disclose  to  the  Illinois  Gaming Board  changes  in  information
continues throughout the period of licensure. A duty exists to promptly
disclose  the identity of a compensated agent acting on behalf  of  the
holder  of  an  owner's license with regard to action by  the  Illinois
Gaming Board.

      A  holder  of an owner's license is subject to the imposition  of
fines,  suspension or revocation of its license for any act or  failure
to  act on the part of the licensee or its agents or employees that  is
injurious  to the public health, safety, morals, good order or  general
welfare  of the people of the State of Illinois or that would discredit
or  tend  to  discredit the Illinois gaming industry or  the  State  of
Illinois, including, without limitation, (i) failing to comply with  or
make  provision  for  compliance  with  applicable  legal  requirements
including  the Illinois Riverboat Act, the rules promulgated thereunder
or  any  other applicable Federal, state or local law or regulation  or
order or failure by the holder of an owner's license to comply with  or
make provisions for complying with the holder's internal controls; (ii)
failing to comply with any rule, order or ruling of the Illinois Gaming
Board  or  its  agents pertaining to gaming; (iii) receiving  goods  or
services  from  a  person or business entity which does  not  hold  any
required  supplier's license; (iv) being suspended or ruled  ineligible
for a gaming license or having a gaming license revoked or suspended in
any state or gaming jurisdiction; (v) associating with, either socially
or  in  business affairs, or employing persons of notorious or unsavory
reputation or who have extensive police records or who have  failed  to
cooperate   with   any   officially   constituted   investigatory    or
administrative  body  if public confidence and trust  in  gaming  would
thereby  be  adversely  affected; and (vi) employing  in  any  Illinois
riverboat's  gaming  operations any person known  to  have  been  found
guilty of cheating or using any improper device in connection with  any
game.

      Minimum  and  maximum  wagers on games  are  not  established  by
regulation  but  are  left to the discretion of the licensee;  however,
wagering  may not be conducted with money or other negotiable currency.
Riverboat cruises are limited to a duration of four hours, and pursuant
to  the  language  of  the Illinois Riverboat Act,  no  gaming  may  be
conducted  while the riverboat is docked. Illinois Gaming  Board  Rule,
Section  3000.500, currently permits gaming during the  30-minute  time
periods  at the beginning and end of a cruise while the passengers  are
embarking and disembarking (total gaming time per cruise is limited  to
four  hours, however, including the pre- and post-docking periods).  In
addition,  pursuant  to Illinois Gaming Board Rule,  Section  3000.510,
dockside gaming is permitted if the captain of the riverboat reasonably
determines  that  it  is  unsafe to cruise due  to  inclement  weather,
mechanical or structural problems or river icing. Recent pronouncements
by the Illinois Gaming Board indicate that the explanations for failure
to cruise pursuant to Illinois Gaming Board Rule, Section 3000.510 will
be  scrutinized  and  that  any  abuse  of  the  rule  will  result  in
disciplinary actions, which may include, among other things, any of the
following:  cancellation  of  future  cruises,  penalties,  fines   and
suspensions or revocation of license. In such event, the riverboat must
be  cleared at least once every four hours, at which time a new  gaming
session may commence; patrons may leave the vessel at any time but  may
only  board  the  vessel  during the first 30  minutes  of  the  gaming
session.  No  person  under the age of 21 is permitted  to  wager,  and
wagers may only be taken from a person present on a licensed riverboat.
With  respect  to electronic gaming devices, the payout percentage  may
not be less than 80% nor more than 100%.

      The Illinois Riverboat Act imposes a 20% wagering tax on adjusted
gross  receipts  from gaming. The tax imposed is  to  be  paid  by  the
licensed owner to the Illinois Gaming Board on the day after the gaming
day  when  the wagers were made. The Illinois legislation also requires
that licensees pay a $2.00 admission tax for each person admitted to  a
gaming cruise.

      An ownership interest in a business entity (other than a publicly
traded  corporation) which has an interest in a holder  of  an  owner's
license may only be transferred or pledged as collateral with leave  of
the  Illinois  Gaming  Board.  Any  person  or  entity  who  or  which,
individually  or  in  association with  others,  acquires  directly  or
indirectly, beneficial ownership of more than 5% of any class of voting
securities  or non-voting securities convertible into voting securities
of a publicly traded corporation which holds an ownership interest or a
beneficial interest in the holder of an owner's license is required  to
file a Personal Disclosure Form 1. (The Illinois Gaming Board, however,
takes the position that it can require any individual or entity seeking
a  transfer of an ownership interest in an owner's license  to  file  a
personal  disclosure Form 1.) The Personal Disclosure Form 1 forms  the
basis  of  investigation  by  the Illinois Gaming  Board  to  determine
suitability  of the person or entity seeking transfer of  an  ownership
interest. If the Illinois Gaming Board denies an application for such a
transfer, commencing as of the date the Illinois Gaming Board issues  a
notice  that it denies such application, it will be unlawful  for  such
applicant  to  receive  any dividends or interest  on  his  shares,  to
exercise,  directly or indirectly, any right conferred by such  shares,
or  to  receive any remuneration from any person or entity holding  any
license under the Illinois Riverboat Act for services rendered. If  the
Illinois Gaming Board denies an application for such a transfer and  if
no  hearing is requested or if the Illinois Gaming Board issues a final
order  of  disqualification, the holder of  an  owner's  license  shall
purchase  all  of the disqualified person's or entity's shares  at  the
lesser  of  either  the  market price or the purchase  price  for  such
shares.

      A  holder  of  an owner's license can only make distributions  to
stockholders  to  the extent such distributions would  not  impair  the
financial  viability of the gaming operation. Factors to be  considered
should include but not be limited to the following: (i) working capital
requirements,  (ii)  debt  service  requirements,  (iii)  repairs   and
maintenance requirements and (iv) capital expenditure requirements.

     Holders of an owner's license must immediately inform the Illinois
Gaming Board and obtain formal approval from the Illinois Gaming  Board
whenever a change is proposed in the following areas: key persons; type
of  entity; equity and debt capitalization of entity; investors  and/or
debt  holders; sources of funds; applicant's economic development plan;
riverboat  capacity  or  significant design change;  gaming  positions;
anticipated  economic  impact;  or  pro  forma  budgets  and  financial
statements.

      The  Company  is  subject to certain risks  associated  with  the
promulgation  of new or revised rules that could adversely  affect  the
Company's  operations. The Illinois Riverboat Act may be  amended,  and
new  or  revised  rules  may be promulgated,  changing  the  number  of
available  licenses  or  gaming locations  in  Illinois,  or  otherwise
changing Illinois gaming regulations. Although no new or revised  rules
have  been promulgated in the last 20 months, no assurance can be given
that no such rules would be promulgated, and the Company has no control
over  such developments. In addition, uncertainty exists from  time  to
time  regarding the Illinois gaming regulatory environment due  to  the
limited  experience in interpreting the Illinois Riverboat Act and  the
rules promulgated thereunder. For example, changes in membership of the
Illinois  Gaming Board resulted in a vote being taken to  prohibit  any
dockside  gambling which was narrowly defeated by a vote  of  three  to
two.  Due to the relative novelty of this regulatory environment, there
can be no assurance that adverse regulatory developments will not occur
in  the  future or that adverse interpretations of rules  will  not  be
issued.

     Louisiana Gaming Regulation

      In  July  1991,  the  Louisiana legislature  adopted  legislation
permitting  certain  types of gaming activity  on  certain  rivers  and
waterways  in Louisiana. The legislation granted authority to supervise
riverboat   gaming   activities  to  the  Louisiana  Riverboat   Gaming
Commission  and  the  Riverboat  Gaming  Enforcement  Division  of  the
Louisiana  State  Police  (the "Louisiana Enforcement  Division").  The
Louisiana  Riverboat  Gaming  Commission  is  authorized  to  hear  and
determine all appeals relative to the granting, suspension, revocation,
condition  or  renewal  of all licenses, permits and  applications.  In
addition,  the  Louisiana  Riverboat Gaming Commission  must  establish
regulations  concerning  authorized  routes,  duration  of  excursions,
minimum  levels of insurance, construction of riverboats  and  periodic
inspections.  The  Louisiana  Enforcement  Division  is  authorized  to
investigate  applicants and issue licenses, investigate  violations  of
the statute and conduct continuing reviews of gaming activities.

      The  statute authorizes issuance of up to 15 licenses to  conduct
gaming activities on a riverboat of new construction in accordance with
applicable  law. However, no more than six licenses may be  granted  to
riverboats operating from any one parish.

     In issuing a license, the Louisiana Enforcement Division must find
that the applicant is a person of good character, honesty and integrity
and   a  person  whose  prior  activities,  criminal  record,  if  any,
reputation, habits, and associations do not pose a threat to the public
interest  of the State of Louisiana or to the effective regulation  and
control  of  gaming,  or create or enhance the dangers  of  unsuitable,
unfair  or illegal practices, methods and activities in the conduct  of
gaming  or  the  carrying on of business and financial arrangements  in
connection therewith. The Louisiana Enforcement Division will not grant
a  license  unless  it  finds that: (i) the  applicant  is  capable  of
conducting  gaming  operations, which  means  that  the  applicant  can
demonstrate   the  capability,  either  through  training,   education,
business experience, or a combination of the above, to operate a gaming
casino;  (ii)  the proposed financing of the riverboat and  the  gaming
operations  is  adequate for the nature of the proposed  operation  and
from  a  source  suitable and acceptable to the  Louisiana  Enforcement
Division; (iii) the applicant demonstrates a proven ability to  operate
a  vessel of comparable size, capacity and complexity to a riverboat so
as to ensure the safety of its passengers; (iv) the applicant submits a
detailed  plan  of  design of the riverboat in its  application  for  a
license; (v) the applicant designates the docking facilities to be used
by  the  riverboat; (vi) the applicant shows adequate financial ability
to  construct and maintain a riverboat; and (vii) the applicant  has  a
good  faith  plan  to  recruit, train and  upgrade  minorities  in  all
employment classifications.

      Certain  persons  affiliated with a  riverboat  gaming  licensee,
including  directors  and  officers  of  the  licensee,  directors  and
officers  of  any  holding company of the licensee involved  in  gaming
operations,  persons holding five percent or greater interests  in  the
licensee, and persons exercising influence over a licensee ("Affiliated
Gaming  Persons"),  are  subject  to the  application  and  suitability
requirements of the Louisiana gaming law.

      The  Louisiana  gaming  law specifies  certain  restrictions  and
conditions relating to the operation of riverboat gaming, including the
following:  (i)  gaming is not permitted while a riverboat  is  docked,
other  than the forty-five minutes between excursions, and during times
when  dangerous weather or water conditions exist; (ii) each round-trip
riverboat  cruise may not be less than three nor more than eight  hours
in  duration,  subject to specified exceptions;  (iii)  agents  of  the
Louisiana  Enforcement Division are permitted  on  board  at  any  time
during  gaming operations; (iv) gaming devices, equipment and  supplies
may  only  be purchased or leased from permitted suppliers; (v)  gaming
may  only  take place in the designated gaming area while the riverboat
is  upon a designated river or waterway; (vi) gaming equipment may  not
be  possessed,  maintained or exhibited by any person  on  a  riverboat
except  in  the specifically designated gaming area, or a  secure  area
used  for inspection, repair or storage of such equipment; (vii) wagers
may  be  received  only from a person present on a licensed  riverboat;
(viii)  persons under 21 are not permitted in designated gaming  areas;
(ix) except for slot machine play, wagers may be made only with tokens,
chips  or  electronic  cards  purchased  from  the  licensee  aboard  a
riverboat; (x) licensees may only use docking facilities and routes for
which they are licensed and may only board and discharge passengers  at
the  riverboat's  licensed  berth; (xi) licensees  must  have  adequate
protection  and  indemnity insurance; (xii)  licensees  must  have  all
necessary Federal and state licenses, certificates and other regulatory
approvals prior to operating a riverboat; and (xiii) gaming may only be
conducted in accordance with the terms of the license and the rules and
regulations adopted by the Louisiana Enforcement Division.

     An initial license to conduct riverboat gaming operations is valid
for  a term of five years. The Company was issued an initial operator's
license by the Louisiana Enforcement Division on December 6, 1993.  The
Louisiana gaming law provides that a renewal application for the period
succeeding the initial five year term of the operator's license must be
made to the Louisiana Enforcement Division. The application for renewal
consists  of  a  statement  under  oath  of  any  and  all  changes  in
information, including financial information, provided in the  previous
application.

      The  transfer of license or permit or an interest  or  permit  is
prohibited.  The sale, purchase, assignment, transfer, pledge or  other
hypothecation, lease, disposition or acquisition (a "Transfer") by  any
person  of  securities  which  represent  5%  or  more  of  the   total
outstanding  shares  issued by a corporation that holds  a  license  is
subject  to  Louisiana  Enforcement Division disapproval.   A  security
issued  by  a corporation that holds a license must generally  disclose
these  restrictions.  Prior Louisiana Enforcement Division approval  is
required  for the Transfer of any ownership interest of 5% or  more  in
any  non-corporate  licensee  or  for the  Transfer  of  any  "economic
interest"  of  5% or more in any licensee or Affiliated Gaming  Person.
An  "economic interest" is defined for purposes of a "Transfer" as  any
interest  whereby  a  person receives or is  entitled  to  receive,  by
agreement  or otherwise, a profit, gain, thing of value, loan,  credit,
security interest, ownership interest or other economic benefit.

      A  licensee must notify the Louisiana Enforcement Division of any
withdrawals of capital, loans, advances or distributions in  excess  of
5%  of  retained  earnings  for a corporate  licensee,  or  of  capital
accounts for a partnership or limited liability company licensee,  upon
completion  of  any  such transaction. No prior approval  of  any  such
withdrawal,  loan, advance or distribution is required,  but  any  such
transaction  is ineffective if disapproved by the Louisiana Enforcement
Division  within 120 days after the required notification. In addition,
the Louisiana Enforcement Division may issue an emergency order for not
more  than  10 days prohibiting payment of profits, income or  accruals
by, or investments in, a licensee.

     Riverboat gaming licensees and their Affiliated Gaming Persons are
required  to  notify the Louisiana Enforcement Division  within  thirty
days  after  the receipt by any such persons of any loans or extensions
of   credit.   The  Louisiana  Enforcement  Division  is  required   to
investigate  the reported loan or extension of credit,  and  to  either
approve  or  disapprove the transaction. If disapproved,  the  loan  or
extension  of  credit must be rescinded by the licensee  or  Affiliated
Gaming  Person.  The  Company is an Affiliated  Gaming  Person  of  its
Louisiana  subsidiary that is the licensee of the Players Lake  Charles
Riverboat  and  the  Players Star Riverboat. On  March  23,  1995,  the
Company  received from the Louisiana Enforcement Division  approval  of
the  sale  and  issuance  of 10-7/8% Senior Notes,  the  execution  and
delivery  of  a Guarantee by the Company's Louisiana subsidiaries,  and
the  making  and repayment of loans from the Company to  its  Louisiana
subsidiaries,  in  amounts up to the amount of the  Notes.   Any  other
advances  by the Company to its Louisiana subsidiaries in the  form  of
loans or other intercompany indebtedness are subject to the disapproval
power of the Louisiana Enforcement Division.

      Fees for conducting gaming activities on a riverboat include  (i)
$50,000 per riverboat for the first year of operation and $100,000  per
year per riverboat thereafter plus (ii) 18-1/2% of net gaming proceeds.

      In  July  1991, Louisiana also authorized operation  of  VLTs  at
various  types of facilities in the state, including bars,  truckstops,
racetracks and off-track betting parlors.

      Proposals  to  amend or supplement Louisiana's  riverboat  gaming
statute  are  frequently introduced in the Louisiana state legislature.
No  assurances can be given that changes in Louisiana gaming  law  will
not  occur, or that such changes will not have an adverse impact on the
Company's business in Louisiana.

     Nevada Gaming Regulation

      The ownership and operation of casino gaming facilities in Nevada
are  subject  to: (i) the Nevada Gaming Control Act and the regulations
promulgated  thereunder  (collectively, the  "Nevada  Act");  and  (ii)
various  local ordinances and regulations. Gaming operations in  Nevada
are  subject  to  the licensing and regulatory control  of  the  Nevada
Gaming  Commission  ("Nevada  Commission"),  the  Nevada  State  Gaming
Control  Board  ("Nevada  Board") and various  other  county  and  city
regulatory  agencies,  including  the City  of  Mesquite,  collectively
referred to as the "Nevada Gaming Authorities."

      The  Company  is  required  to  be  registered  with  the  Nevada
Commission   as   a   publicly   traded  corporation   (a   "Registered
Corporation")  and  to be found suitable to own the  stock  of  Players
Nevada.  Players  Nevada  is  required to  be  licensed  (a  "Corporate
Licensee")  by  the  Nevada  Gaming Authorities  in  order  to  conduct
nonrestricted  gaming  operations at the  Players  Island  Resort.   In
addition, each of the officers and directors of the Company and Players
Nevada,  and Merv Griffin as a controlling shareholder of the  Company,
are required to be licensed or found suitable under Nevada gaming laws.
On June 21, 1995, the Nevada Commission approved the application of the
Company  to  be  a Registered Corporation and Players Nevada  to  be  a
Corporate Licensee.

      As a Registered Corporation, the Company is required periodically
to  submit  detailed  financial and operating  reports  to  the  Nevada
Commission   and  furnish  any  other  information  which  the   Nevada
Commission  may  require. No person may become  a  stockholder  of,  or
receive,  any  percentage of profits from a Corporate Licensee  without
first   obtaining  licenses  and  approvals  from  the  Nevada   Gaming
Authorities.

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

      The  Company  and Players Nevada are required to submit  detailed
financial   and   operating   reports   to   the   Nevada   Commission.
Substantially  all  material loans, leases,  sales  of  securities  and
similar  financing transactions by Players Nevada are  required  to  be
reported to or approved by the Nevada Commission.  The guaranty of  the
Notes  and the pledge of its stock in connection with the Bank Facility
by Players Nevada have been approved by the Nevada Commission.


      If it were determined that the Nevada Act was violated by Players
Nevada,  the licenses it holds could be limited, conditioned, suspended
or revoked, subject to compliance with certain statutory and regulatory
procedures.  In addition, the Company, Players Nevada and  the  persons
involved  could  be  subject to substantial  fines  for  each  separate
violation of the Nevada Act at the discretion of the Nevada Commission.
Limitation,  conditioning  or suspension of  the  licenses  of  Players
Nevada  could  (and revocation of any license of Players Nevada  would)
materially adversely affect the Company.

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

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

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

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

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

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

     The regulations of the Nevada Board and the Nevada Commission also
provide  that any entity which is not an "affiliated company", as  such
term is defined in the Nevada Act, or which is not otherwise subject to
the  provisions  of  the Nevada Act or such regulations,  such  as  the
Company,  which  plans  to  make a public offering  of  the  securities
intending to use such securities, or the proceeds from the sale thereof
for the construction or operation of gaming facilities of Nevada, or to
retire  or extend obligation incurred for such purposes, may  apply  to
the  Nevada Commission for prior approval of such offering. The  Nevada
Commission  may  find an applicant unsuitable to be a  holding  company
based  solely  on the fact that it did not submit such an  application,
unless  upon a written request for a ruling, the Nevada Board  Chairman
has  ruled  that  it  is not necessary to submit an  application.   The
exchange  of the New Notes for the Old Notes ("the Exchange") qualified
as  a public offering (as such term is defined in the Nevada Act).   In
addition, (i) a corporate Licensee may not guarantee a security  issued
by  a Registered Corporation pursuant to a public offering without  the
prior  approval of the Nevada Commission; and (ii) restrictions on  the
transfer  of  the stock of a Corporate Licensee and agreements  not  to
encumber   such   stock   (collectively,  "Stock   Restrictions")   are
ineffective without approval of the Nevada Commission.  Approval of the
guarantee  by Players Nevada and of the Stock Restrictions was  granted
by the Nevada Commission.

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

       The   Nevada  legislature  has  declared  that  some   corporate
acquisitions  opposed by management, repurchases of  voting  securities
and   corporate  defense  tactics  affecting  Nevada  corporate  gaming
licensees,  and Registered Corporations that are affiliated with  those
operations, may be injurious to stable and productive corporate gaming.
Approvals  are,  in  certain circumstances, required  from  the  Nevada
Commission  before  the  Registered Corporation  can  make  exceptional
repurchases of voting securities above the current market price thereof
and  before  a  corporate  acquisition opposed  by  management  can  be
consummated. The Nevada Act also requires prior approval of a  plan  of
recapitalization proposed by the Registered Corporation's  stockholders
for the purposes of acquiring control of the Registered Corporation.

      License fees and taxes, computed in various ways depending on the
type of gaming or activity involved, are payable to the state of Nevada
and  to  the  counties  and  cities in which the  Corporate  Licensee's
operations  are  conducted. Depending upon the particular  fee  or  tax
involved, these fees and taxes are payable either monthly, quarterly or
annually  and  are  based upon either: (i) a percentage  of  the  gross
revenues  received up to a maximum of 6.25%; (ii) the number of  gaming
devices operated; or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where entertainment
is furnished in connection with the selling of food or refreshments.

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

     Missouri Gaming Regulation

      In  November  1992, the voters of Missouri approved a  referendum
authorizing  riverboat  gaming  in  Missouri.  In  1993,  the  Missouri
Legislature   enacted  legislation  which  substantially  revised   the
referendum  legislation regarding riverboat gaming and  its  regulation
(the  "Missouri  Gaming Act"). The Missouri Gaming Act established  the
Missouri  Gaming  Commission,  which has broad  jurisdiction  over  and
supervisory  powers  concerning gaming operations conducted  under  the
Missouri  Gaming Act. Following a challenge to legislation  authorizing
riverboat  casino gaming, a January 1994 Missouri Supreme Court  ruling
created  uncertainties regarding the extent to which casino  gaming  is
constitutional in Missouri. In February 1994, the Missouri  legislature
passed  legislation which would permit the voters to  amend  the  State
Constitution  to  permit  legislation  reauthorizing  riverboat  casino
gaming consistent with the State Constitution. The vote on the proposed
State  Constitutional amendment was held in April 1994 to permit  games
of  chance  on  riverboat casinos. In the April 1994  vote,  the  State
Constitutional  amendment was narrowly defeated. As  a  result  of  the
Missouri legislature's actions in February 1994, several municipalities
in  Missouri which had previously approved local ordinances  permitting
gaming,  including the City of Maryland Heights resubmitted  the  local
gaming  activities ordinances to the voters in April 1994 as well.  The
Maryland  Heights  ordinance was approved by municipal  voters  in  the
April  1994 vote. Subsequently, at the statewide general election  held
November  8, 1994, a second proposal to amend the Missouri Constitution
to  permit games of chance on riverboats and floating facilities on the
Missouri  and  Mississippi Rivers was adopted.  As  a  result  thereof,
effective  December  8, 1994, reel slot machines  and  other  games  of
chance were authorized for use in Missouri casinos.

      Under  the  Missouri Gaming Act, gaming is permitted in  Missouri
only  on  the Missouri and Mississippi Rivers. The Missouri Gaming  Act
calls  for  licensure of owners (Class A license), operators  (Class  B
license),  suppliers  and  gaming-related  occupations.  There  is   no
statewide  numerical  limit to the number  of  licenses  which  may  be
granted.  As a result of the Missouri legislature's May 1994 amendments
to  the  Missouri Gaming Act, prior uncertainty regarding  whether  any
city  or county outside of the two major metropolitan areas of Missouri
(St. Louis/St. Louis County and the Kansas City metropolitan area)  may
be  granted more than one license has been removed. Under the May  1994
amendments  to  the  Missouri Gaming Act, any city  or  county  may  be
granted  more  than one license if the "home dock" city or  county  has
authorized  more  than one excursion gaming boat. However,  within  all
cities and counties in Missouri the Missouri Gaming Commission has  the
ultimate  responsibility for setting the number, location and  type  of
licensed  boats. As noted above, excursion gaming boats  also  must  be
authorized by the local home dock city or county.

      On  May 24, 1995, the Company's amended application for a  gaming
license  at the Maryland Heights Project was approved for investigation
and  processing by the Missouri Gaming Commission. The Missouri  Gaming
Commission is considering licensing applications for review in selected
pools  of  three and has chosen the Company's and Promus'  applications
for consideration in the next such pool.  To date, five gaming licenses
have  been  issued  by  the  Missouri Gaming Commission,  two  for  the
metropolitan St. Louis area in the eastern part of the state,  two  for
the  Kansas City area (approximately 250 miles west of St. Louis),  and
one  for  St.  Joseph, in the northwestern part of  Missouri.  The  two
licenses  in  the St. Louis area are based in the City  of  St.  Louis,
approximately  20 miles east of the Company's proposed  development  in
Maryland  Heights,  and in St. Charles, across the Missouri  River  and
approximately  five miles from the Company's proposed Maryland  Heights
development. The City of Maryland Heights previously passed  ordinances
permitting two riverboat casinos to be based within its city limits and
giving preliminary local approval to the proposed projects of both  the
Company  and  Promus.  The  Missouri Gaming  Act  does  not  limit  the
statewide  number of licenses that may be granted. Under  the  Missouri
Gaming  Act, as amended by the Missouri Legislature in May 1994 and  as
signed  into  law  by  the  Missouri Governor shortly  thereafter  (the
"Amended  Missouri  Gaming  Act"), multiple riverboat  casinos  can  be
licensed for operation in Maryland Heights. No assurance can be  given,
however, that the Company's gaming application will be approved for its
proposed  Maryland Heights operations, nor can any assurance  be  given
that  the  Missouri  Gaming Commission will not  limit  the  number  of
licenses  granted  to Maryland Heights, to the St.  Louis  metropolitan
area in which Maryland Heights is located, or on a statewide basis.

      The Missouri Gaming Act provides a maximum loss limit of $500 per
individual player per gaming excursion. Gaming excursions are  required
by  regulation to be no less than two hours and no more than four hours
in  duration. Excursion gaming boats are required to cruise, unless the
Missouri  Gaming  Commission determines under  applicable  criteria  to
permit  gaming  at  a continuously docked boat. Such criteria  include,
among  other  items,  danger to the boat's passengers  because  of  the
location  of  the dock or excursion cruising conditions, disruption  of
interstate commerce, violation of another state's laws or Federal  law,
or possible interference with railway or barge transportation.

      The  U.S. Coast Guard has previously advised the Missouri  Gaming
Commission  that  circumstances generally prevailing  on  the  Missouri
River,  on which the Company's excursion gaming boat facility  will  be
located  if  its  application  is granted,  militate  against  cruising
riverboats. While the Coast Guard has refused to instruct the  Missouri
Gaming  Commission that all Missouri River operations  be  continuously
docked riverboats, the U.S. Coast Guard has made clear its need  to  be
advised  of all plans to deal with risk factors from riverboat cruising
operations.  The  U.S.  Coast Guard, through the  U.S.  Army  Corps  of
Engineers permit process, can veto a cruising riverboat gaming  project
for  failing  to  meet its safety requirements. Additionally,  Missouri
Gaming Commission regulations provide for dockside operation even for a
cruising riverboat under circumstances of inclement weather, mechanical
difficulty  or  declaration by the U.S. Army Corps  of  Engineers  that
navigation on the Missouri River is unsafe. Traditionally, between  the
months  of  December  and April the U.S. Army Corps  of  Engineers  has
"closed"  the  Missouri  River by failing to warrant  the  navigational
channel  due  to  low water levels. The Missouri Gaming Commission  has
indicated that dockside operation is expected during this period.

      Licensees  must establish financial responsibility sufficient  to
meet   adequately   the   requirements  of  the  proposed   enterprise.
Additionally, the Missouri Gaming Commission's regulations require that
if  the  Company's  application  is  granted,  the  Company's  licensed
subsidiary would be prohibited from allowing withdrawals of capital by,
or  making loans, advances, or distributions of any type of assets  to,
its  owner(s),  in  excess of 5% of such entity's accumulated  earnings
without Missouri Gaming Commission approval.

      The  Missouri Gaming Act also requires that the excursion  gaming
boat  resemble historic Missouri riverboats, encourages use of Missouri
resources,  goods  and  services in the  operation  of  the  boat,  and
requires that the boat provide for nongaming areas, food service and  a
Missouri  theme gift shop. Use of the space on any vessel and operating
criteria are determined in accordance with rules and regulations of the
U.S.  Coast Guard. There is no size limit on Missouri gaming boats  and
no minimum or maximum space prescribed for gaming areas.

      The  Missouri Gaming Act directly subjects the gaming enterprises
to  various  Missouri taxes. An admission fee of $2.00 per  ticket  per
excursion must be paid to the Missouri Gaming Commission. Licensees may
charge  any  admission  fee above the $2.00 amount  that  they  desire.
Gaming  enterprises in Missouri are also subject to an "adjusted  gross
receipts  tax" equal to 20 percent of the gross receipts from  licensed
gaming   games   and   devices   less  winnings   paid   to   wagerers.
Owners/operators  are subject to all other income taxes,  sales  taxes,
earnings  taxes,  use taxes, property taxes or any  other  tax  or  fee
levied by local, state or Federal governments.

      Transfer  of  a Class A or Class B gaming license  (the  type  of
licenses   applied   for  in  connection  with  the  Maryland   Heights
application)  is not permitted without approval of the Missouri  Gaming
Commission,  nor may such interests be pledged as collateral  to  other
than  a  regulated  bank  or savings and loan association  without  the
approval  of the Missouri Gaming Commission. No transfer of an interest
of  5% or greater, directly or indirectly, in a publicly traded company
holding  a Class A or Class B license shall occur without the  Missouri
Gaming   Commission's  approval.  Additionally,  the  Missouri   Gaming
Commission may require a licensee to maintain cash or cash equivalents,
in  an  amount sufficient to protect patrons against defaults in gaming
debts owed by the licensee.

      Application  fees  are  based upon  costs  of  investigation  and
approval  of  licenses. The minimum nonrefundable  application  fee  is
$50,000.  The  initial owner's Class A license granted  and  the  first
subsequent license renewal of an excursion gaming boat operator is  for
a period of one year. Thereafter, license renewal periods are every two
years. The annual fee for licensure is $25,000.

     Kentucky Gaming Regulation

     The Company presently owns and operates Players Bluegrass Downs, a
thoroughbred race track located in Paducah, Kentucky. Pursuant  to  the
Kentucky statutes governing horseracing, the Kentucky Racing Commission
(the   "Racing   Commission")   has   plenary   power   to   promulgate
administrative  regulations  prescribing  conditions  under  which  all
legitimate  horse racing and wagering thereon is conducted. The  Racing
Commission  issues race track licenses on an annual  basis  and  awards
racing  dates subsequent to an annual application required to be  filed
with the Racing Commission. The Racing Commission may revoke or suspend
a  license  if  the  Racing Commission has reason to believe  that  any
provision  of  the  Kentucky statutes, administrative  regulations,  or
conditions  established  by  the  Racing  Commission,  has   not   been
satisfied.

     Proposed Texas Gaming Legislation

      Since  the  Players  Lake Charles Riverboat  began  operating  on
December  8, 1993, more than half of its patrons have come from  Texas,
with  a significant portion coming from the metropolitan Houston  area.
Although  casino gaming is not currently permitted in  Texas,  and  the
Attorney  General of Texas has issued an opinion that gaming  in  Texas
would  require  an  amendment to the State's  Constitution,  the  Texas
legislature has considered various proposals to authorize casino gaming
and  two  bills  related to gaming were presented in  the  most  recent
legislative session that concluded on May 29, 1995. See "Business--Lake
Charles  Operations." Additional bills may be introduced from  time  to
time   whenever  the  legislature  is  in  session.  Since  the   Texas
legislature (which meets every two years in odd-numbered years) did not
pass  legislation to amend the Texas State Constitution during the 1995
regular  session, such legislation will have to await the next  regular
session  in  1997,  or  a special session of the  legislature.  Special
sessions  can  only  be called by the Governor for  matters  that  were
pending  in the regular legislative session. Governor George  Bush  has
taken   a   public   position  against  legalized  casino   gaming.   A
constitutional  amendment requires a two-thirds vote of  those  present
and voting in each house of the Texas state legislature and approval by
the electorate at a referendum.

     U.S. Coast Guard

     Each cruising riverboat also is regulated by the U.S. Coast Guard,
whose regulations affect boat design and stipulate on-board facilities,
equipment  and  personnel (including requirements that each  vessel  be
operated by a minimum complement of licensed personnel) in addition  to
restricting the number of persons who can be aboard the boat at any one
time.  All  vessels operated by the Company must hold a Certificate  of
Inspection.  Loss of the Certificate of Inspection of  a  vessel  would
preclude  its  use as an operating riverboat. The vessel must  be  dry-
docked periodically for inspection of the hull, which will result in  a
loss  of  service that can have an adverse effect on the  Company.  For
vessels  of  the  Company's type, the inspection cycle  is  every  five
years. Less stringent rules apply to permanently moored vessels such as
the  dockside  barges  used by the Company. The Company  believes  that
these  regulations,  and  the requirements of  operating  and  managing
cruising  gaming vessels generally, make it more difficult  to  conduct
riverboat gaming than to operate land-based casinos.

      All  shipboard employees of the Company employed  on  U.S.  Coast
Guard  regulated vessels, even those who have nothing to  do  with  the
actual operation of the vessel, such as dealers, cocktail hostesses and
security personnel, may be subject to the Jones Act which, among  other
things,   exempts  those  employees  from  state  limits  on   workers'
compensation  awards.  The  Company  believes  that  it  has   adequate
insurance to cover employee claims.



     Shipping Act Of 1916

      In  order  for the Company's vessels to have United  States  flag
registry,  the  Company  must maintain "United States  citizenship"  as
defined  in the Shipping Act of 1916, as amended (the "Shipping  Act"),
and  other  applicable statutes. A corporation operating any vessel  in
the  coastwise trade, such as the Company, is not considered  a  United
States  citizen unless, among other things, United States citizens  own
75% of its outstanding capital stock.

     Required Divestiture Of Common Stock

      There  are various state and Federal regulations on the ownership
of  the Company's Common Stock. The Company's Articles of Incorporation
and  By-laws  provide  that if any governmental commission,  regulatory
authority,   entity,  agency  or  instrumentality   (collectively,   an
"Authority")  having jurisdiction over the Company or any affiliate  of
the  Company  or that has granted a license, certificate of  authority,
franchise  or  similar  approval (collectively,  a  "License")  to  the
Company  or  any  affiliate  of  the Company  orders  or  requires  any
stockholder  to  divest  any  or  all  of  the  shares  owned  by  such
stockholder (a "Divestiture Order") and the stockholder fails to do  so
by  the  date required by the Divestiture Order (unless the Divestiture
Order is stayed), the Company will have the right to acquire the shares
from  the stockholder that the stockholder failed to divest as required
by   such  Divestiture  Order.  If,  after  reasonable  notice  and  an
opportunity for affected parties to be heard, any Authority  determines
that  continued  ownership  of  the  Company's  Common  Stock  by   any
stockholder  shall  be grounds for the revocation,  cancellation,  non-
renewal,  restriction  or  withholding of any  License  granted  to  or
applied  for  by  the  Company or any affiliate of  the  Company,  such
stockholder  shall divest the shares that provide the  basis  for  such
determination, and if such stockholder fails to divest shares within 10
days  after  the  date the Authority's determination becomes  effective
(unless the determination is stayed), the Company shall have the  right
to  acquire such shares from the stockholder. If the Company determines
that  persons  who are not citizens of the United States as  determined
under  the  Shipping  Act  or other applicable statutes  (the  "Foreign
Citizens") own more than 25% of the Company's outstanding Common Stock,
the  Company  may  require  the Foreign Citizen(s)  who  most  recently
acquired the shares that bring total Foreign Citizen ownership to  more
than  25%  of  the  outstanding Common Stock (the "Excess  Shares")  to
divest the Excess Shares to persons who are United States citizens.  If
the Foreign Citizen(s) so directed fail to divest the Excess Shares  to
United  States  citizens within 30 days after the  date  on  which  the
Company gives a written notice to the Foreign Citizen(s) to divest  the
Excess  Shares, the Company shall have the right to acquire the  shares
that  the Foreign Citizen failed to divest as required by the Company's
notice.

      Whenever  the  Company  has the right to acquire  shares  from  a
stockholder  pursuant  to  the provisions described  in  the  preceding
paragraph, the Company will pay the stockholder $.10 per share or  such
higher price as may be required by applicable legal requirements.  Some
state  gaming regulations require a purchase price equal  to  the  fair
market value of the shares under certain circumstances described above.
If  there is no other applicable legal requirement, any amount  payable
to  the  stockholder in excess of $.10 per share will be paid  in  five
equal annual installments with interest at the lower of the prime  rate
or  the  LIBOR rate, as published from time to time in the Wall  Street
Journal.

      When any Divestiture Order is entered or when the Company tenders
the  consideration for which it may acquire shares, as described above,
the  shares  in  question shall no longer be entitled  to  any  voting,
dividend   or  other  rights  until  such  time  as  they   have   been
appropriately  divested.  The  foregoing provisions  of  the  Company's
Articles  of Incorporation and By-laws relating to required divestiture
are  in  addition  to, and not in replacement of, any applicable  legal
requirements.

      The  provisions  of  the  Articles of Incorporation  and  By-laws
described  above  are uncommon and no controlling  precedent  has  been
found  to  determine  how they would be enforced or  whether  they  are
enforceable.

     The terms of the Company's 10-7/8% Senior Notes, due 2005, feature
certain analogous provisions which could give rise to the obligation of
the holder to sell such Notes or the right of the Company to repurchase
the  Notes  at  a price equal to the lowest of the holder's  cost,  the
principal amount or then current market prices.

     Paid Advertising And Marketing

       The   Federal   Communications  Commission   ("FCC")   prohibits
broadcasters from accepting advertising that actively promotes  gaming,
although  the  FCC  does not ban all advertising for casinos.   Federal
regulation also restricts the circulation of certain materials  related
to gaming through the United States.

     Discouragement of Share Accumulations

      Various  state  limits requiring approvals of shareholdings  over
certain  thresholds may discourage accumulations over such  limits  and
therefore  may  discourage  changes in control  of  the  Company.   The
Federal  laws  referred  to  above may  also  discourage  ownership  by
stockholders who are not United States citizens.



Item 2.   Properties

      Metropolis, Illinois:  The Company leases its docking  facilities
in  Metropolis, which cover 1,810 linear feet of riverfront,  from  the
City  of  Metropolis pursuant to a 20-year lease with a 20-year renewal
option at an annual rent of approximately $7,000. The Company also owns
several parcels of land in Metropolis, some with buildings, aggregating
approximately eight acres, and it leases an additional two  acres.  The
owned or leased area is used primarily for free customer parking or  as
office space. Some of the land is being held for development, and  some
of  the  current  parking area may be developed,  in  which  event  the
Company believes suitable replacement parking space could be obtained.

      The  Ohio  River occasionally overflows its banks at  Metropolis,
most often during late winter and early spring. Such flooding may cover
a  portion  of  the  Company's closest parking location,  although  the
Company  believes  that it will still have adequate  available  parking
within  reasonable  walking  distance of  its  landing  during  typical
flooding periods. Although the Ohio River did not overflow its banks at
Metropolis during the flooding that occurred during the Summer of 1993,
there  can  be  no assurance that it will not do so in the  future.  If
flooding is especially severe, it may be impractical for passengers  to
board  the riverboat at its normal dock site. The Company has developed
an  emergency plan that would permit gaming activities to  continue  in
such circumstances. Any use of an alternate landing because of flooding
may result in some loss of service.

     Lake Charles, Louisiana:  On January 25, 1995, the Company entered
into  a  preliminary agreement (the "Beeber Agreement") with The Beeber
Corporation  ("Beeber") to purchase Players Hotel and approximately  15
acres  of real estate comprising the landside facility for the  Players
Lake   Charles   Riverboat   and  the  Lake  Charles   Star   Riverboat
(collectively, the "Property"). Under this arrangement, the Company has
agreed  to pay a total purchase price of $6.7 million for the  Property
consisting of (i) $5.5 million in cash, Common Stock based upon the per
share  closing  price of Common Stock on January 25, 1995  ($12.17  per
share,  post-split adjusted) or a combination of cash and Common  Stock
to  be  determined by Beeber on or prior to July 25, 1995 and (ii)  the
Company's assumption of Beeber indebtedness secured by the Property  in
an  amount not to exceed $1.25 million. In the event Beeber chooses  to
receive any portion of the purchase price in Common Stock, Beeber shall
have the right for up to 36 months after the date of closing under  the
Beeber Agreement to require the Company to repurchase the Common  Stock
at  a  price equal to the closing price of the Common Stock on  January
25,  1995 ($12.17 per share, post-split adjusted). In addition,  Beeber
has  been granted certain piggyback registration rights to register the
resale  of  Common  Stock received as part of the  purchase  price.  As
additional  consideration, the Company is required to  continue  making
certain payments under a lease agreement dated May 19, 1993 between the
Company  and Beeber, as amended (the "Lake Charles Lease").  Currently,
the  Company  is  obligated to pay $2.50 per passenger  for  the  first
800,000  passengers per year and $3.00 for each passenger in excess  of
800,000  per  year  subject to certain exceptions  for  passengers  who
remain  on board for more than one cruise and passengers who are  given
complimentary admissions, subject to certain limits ("Continuing  Lease
Payments").  Either  party  may terminate the  Beeber  Agreement  under
certain  circumstances if a definitive purchase agreement has not  been
executed.

     The Company has obtained a commitment for a title insurance policy
with  respect  to the Property. Such policy contains an exception  with
respect  to  a strip of lakefront land, outside the boundaries  of  the
Property,  which  was  previously  under  water,  encroaches  upon  the
Property and may be subject, under certain circumstances, to a claim of
ownership  by  the  State of Louisiana by virtue  of  certain  riparian
claims  (the  "Lakefront Strip"). The Company  is  in  the  process  of
negotiating  a  long-term lease with the State  of  Louisiana  for  the
Lakefront  Strip  and certain waterbottoms (i.e., riparian  rights)  in
order  to obtain whatever rights the State of Louisiana may have in  or
to  the Lakefront Strip.  The Company has obtained written notification
from   the  State  of  Louisiana  concerning  the  State's  affirmative
intention  to enter into such lease with the Company, and  the  Company
has  had preliminary discussions with the State of Louisiana concerning
the  terms  of such lease. As a result, the Company does not anticipate
any  difficulty  in  executing such lease  or  any  significant  annual
payments in connection therewith.

      Pending closing under the Beeber Agreement, the Company's use  of
the property is subject to the Lake Charles Lease, which relates to the
portions of the Players Hotel the Company currently uses and expires in
December  2003.  The Company has the right to extend the  term  of  the
lease for up to 20 additional years by the exercise of four consecutive
five  year  options. The Company also has the right  to  terminate  the
lease five years after its commencement. The annual rent is the greater
of  (i)  an  amount  equal to the Continuing Lease Payment  or  (ii)  a
minimum  rent  for each of the 30 years, which varies  from  a  low  of
$650,000  annually for the first five years of the lease to a  high  of
$750,000  annually  for  the 26th through  30th  years  of  the  lease,
assuming that the Company exercises its options to extend the lease.

      The  Company's purchase of the Property, and the Continuing Lease
Payments,  are  the  subjects of litigation (the  "Jebaco  Litigation")
recently  filed by Jebaco, Inc., a corporation which by agreement  with
Beeber  shares  in  the  rent  payable under  the  Lake  Charles  Lease
("Jebaco").  See  "Legal  Proceedings--Jebaco Litigation".  The  Jebaco
Litigation  involves  a  dispute concerning, among  other  things,  the
amount,  manner of payment and manner of computation of the  Continuing
Lease  Payments  and whether the Continuing Lease Payments  calculation
must include gaming passengers on the Lake Charles Star Riverboat.  The
Company  is currently in negotiations with Jebaco and Beeber to  settle
all  issues  involved in the Jebaco Litigation, but intends to  proceed
with its purchase of the Property notwithstanding the Jebaco Litigation
or  such  negotiations. Based upon the outcome of the Jebaco Litigation
or  the  settlement negotiations, the Company may be required  to  make
Continuing  Lease  Payments  based on gaming  passengers  on  both  the
Players Lake Charles Riverboat and the Lake Charles Star Riverboat. The
Company  does  not  believe that inclusion of all  such  passengers  in
computation of the Continuing Lease Payments, as described above,  will
have a material adverse effect on the Company or its business.

      Mesquite, Nevada:  In June 1994, the Company acquired  a  45-acre
site in Mesquite, Nevada from Gem Gaming, Inc. ("Gem Gaming"). The site
is  located  just  off  Interstate  15  near  the  Nevada-Utah  border,
approximately  70  miles  northeast of  Las  Vegas.  The  Company  also
acquired  an  option  to purchase all or part of  an  adjacent  90-acre
parcel  (the  "90  Acre Mesquite Option"). As total consideration,  the
Company paid approximately $12.5 million to Gem Gaming, comprised of $5
million in cash, approximately $4.2 million in Company Common Stock and
a  $3.2  million note. The Company also granted Gem Gaming a five  year
warrant to purchase up to 150,000 shares of the Company's Common  Stock
at  an  exercise  price of $15.80 per share (post-split adjusted).  The
Company  has  closed an agreement to (i) exercise the 90 Acre  Mesquite
Option  in  part  to  acquire 17 acres of the 23 acre  portion  of  the
subject  property that is zoned for casino development  (the  "17  Acre
Parcel") for approximately $2.6 million, (ii) terminate the option  for
the  remaining 73 acres of the subject property (the "73 Acre Parcel"),
consisting  of  67 acres that are not zoned for casino development  and
six  acres that are zoned for casino development, (iii) subject the  73
Acre Parcel to a ten-year restriction against casino development or use
and  (iv)  grant  rights to the owner of the 73 Acre Parcel  to,  under
certain  circumstances, (A) participate (purchase up to  a  40%  equity
interest) in a joint venture with the Company or its affiliates in  any
development of the 17 Acre Parcel by the Company or its affiliates, (B)
acquire  the  17  Acre  Parcel for an amount  equal  to  the  Company's
original  purchase price, plus interest on such price at a rate  of  8%
per  annum,  if the Company, or its affiliates, fails to  commence  the
development of such property within five years of the date of  purchase
(in  which  event the 17 Acre Parcel would be subject  to  a  five-year
restriction against casino-related development or use), and (C) so long
as the Company has not yet commenced development of the 17 Acre Parcel,
to require the Company to contribute the 17 Acre Parcel and participate
as  a  joint  venture party in the development of the  entire  90  acre
property  by the owner of the 73 Acre Parcel, subject to the  Company's
reasonable consent, and with percentage interests based on fair  market
valuation of the relative contributions to the joint venture.

      The Company has also closed an agreement to lease additional land
adjacent  to the Players Island Resort, together with irrigation  water
rights for such land, to commence the development during fiscal 1996 of
an  18-hole golf course, upon which the landlord has retained rights to
develop  a  golf community housing development. The Company has  leased
the golf course property and related irrigation rights for 99 years  at
a  starting  annual  rent of $216,000, subject to increase  every  five
years  based  on  the  consumer price index. During  fiscal  1996,  the
Company  intends  to  invest approximately $7.5  million  in  leasehold
improvements  related to the development of the golf  course;  however,
all such proposed expenditures have been included in the Company's $75-
80 million construction budget.

     Maryland Heights, Missouri:  The Company and Promus are evaluating
two  sites for purposes of developing the Maryland Heights Project, one
site which Promus owns (the "Promus Site") and a separate site in which
the  Company has certain real property interests (described below). The
two  sites  are  not  contiguous. Therefore, if  the  Maryland  Heights
Project is developed, only one of the sites will be utilized.

      The  Company  has acquired options, for which  it  paid  cash  of
approximately  $1,400,000, to lease and/or  purchase  and  develop  two
parcels  of real estate (the "Players Option Parcels") aggregating  218
acres  located on the Missouri River in Maryland Heights, Missouri.  On
March  15, 1995, the Company exercised its option to lease one  of  the
Players Option Parcels consisting of approximately 132 acres (the  "132
Acre  Parcel")  at  an exercise price of $780,000.  By  doing  so,  the
Company  became  the tenant under an existing lease for  the  132  Acre
Parcel  which  provides, among other things, for maximum  annual  basic
rent of $250,000, maximum annual percentage rent of $100,000, a 15-year
term with four ten-year renewal options, and an option to purchase  the
132  Acre Parcel (the "132 Acre Purchase Option") for a purchase  price
of  $2,500,000 if exercised during the first lease year, or  $3,000,000
if  exercised  during  the second lease year. On March  17,  1995,  the
Company  exercised  the 132 Acre Purchase Option and  thereby  acquired
title  to  such  property.  The owner of  the  Players  Option  Parcels
recently instituted litigation against, among others, the Company.  See
"Legal Proceedings--Missouri Litigation." The option to lease the other
Players Option Parcel (the "Remaining Parcel") expires on July 1, 1995.
If  the  Company decides to exercise the option to lease the  Remaining
Parcel,  basic  annual  rent  will  be  approximately  $175,000,   plus
percentage rent not to exceed $70,000 per year. Such lease would have a
term  of  15 years, with four ten-year renewal options. Basic rent  and
percentage rent increase to specified levels during the renewal  terms.
The  lease  for  the Remaining Parcel would also give the  Company  the
option  to  purchase the Remaining Parcel for $1,800,000  if  exercised
during  the  first  lease year or $2,200,000 if  exercised  during  the
second lease year.

      While  no  definitive  agreement has been  reached,  the  Company
presently expects that it and Promus will develop the Maryland  Heights
Project at the Promus Site. In such event, the Promus Letter of  Intent
contemplates  that Players would make annual lease payments  to  Promus
concerning the Promus Site equal to 2% of the first $50 million of  net
gaming  revenue, as defined by the Missouri regulatory authorities,  at
the  Company's  Maryland Heights riverboat (the  "Missouri  Net  Gaming
Revenue"); 3% of the Missouri Net Gaming Revenue between $50  and  $100
million;  and 4% of the Missouri Net Gaming Revenue in excess  of  $100
million.

     Bluegrass Downs, Kentucky:  In November 1993, the Company acquired
Bluegrass Downs racetrack (currently known as Players Bluegrass Downs),
located  in  Paducah,  Kentucky,  in  anticipation  that  the  Kentucky
legislature  would  enact legislation to authorize casino-type  gaming,
such  as slot machines and table games, at licensed racetracks. If  any
legislation  is  adopted  permitting  additional  forms  of  gaming  at
racetracks,  the Company currently plans to develop its  track  into  a
facility that would offer all permitted forms of gaming. There  can  be
no  assurance  that such legislation will be adopted. The racetrack  is
approximately ten miles from the Company's Metropolis docking site. The
next  closest Kentucky racetrack to Metropolis is Ellis Park, which  is
approximately 100 miles from Paducah and Metropolis. Bluegrass Downs is
on a 70 acre tract that includes a 5/8 mile oval racetrack; an enclosed
17,000  square  foot clubhouse housing dining, wagering facilities  and
administrative areas; barns and related buildings that can  accommodate
725 horses; and a parking area for more than 1,400 cars.

     Evansville, Indiana:  The Company has entered into agreements with
private  parties that give it options to acquire sites  in  Evansville,
Indiana. Evansville is near the southwest corner of Indiana on the Ohio
River.  One  license was approved for issuance to a third party  for  a
riverboat  based  in  Evansville. Although more  than  one  license  is
permitted by statute to be awarded for Evansville, it is unlikely  that
the  Company  will  pursue such a license, if  it  should  ever  become
available, or that it will exercise its Evansville real estate  options
for development of a riverboat facility.



License with Merv Griffin and The Griffin Group

      The  Company is a party to a license (the "Griffin License") with
The Griffin Group, which is a company controlled by Mr. Merv Griffin, a
major  stockholder of the Company, under which Mr. Griffin acts as  the
public  representative for all of the Company's riverboat and  dockside
casinos.  In addition, Mr. Griffin provides other services, principally
of a promotional nature. This relationship with Mr. Griffin is designed
to  develop, on the Company's behalf, a high profile in new markets and
access  to  national media. The Company features Mr. Griffin in  print,
radio  and  television  advertisements.  The  Company's  right  to  Mr.
Griffin's  services are exclusive in the riverboat and dockside  casino
industry, except that Mr. Griffin has the right to represent casinos of
Resorts  International, Inc. ("Resorts").  Resorts currently  has  only
one land-based casino in Atlantic City, New Jersey but may be examining
the  possibility of developing riverboat and other land-based  casinos.
In  consideration of Mr. Griffin's services under the Griffin  License,
the Company, in 1992, issued to The Griffin Group a warrant to purchase
2.1  million shares of Common Stock with an exercise price of $2.67 per
share  (post-split adjusted). The warrant currently is outstanding  and
has  not been exercised. In addition, the Griffin License requires  the
Company  to  pay  annual fees to The Griffin Group for  each  riverboat
casino  complex equal to the greater of (i) $50,000 or (ii)  an  amount
based  upon a percentage of the respective casino's earnings per fiscal
year before depreciation, interest and taxes ("EBDIT") for the year.

      The  Griffin  License  has  an initial  four-year  term  expiring
December 31, 1996; provided, however, the fee payable under clauses (i)
or  (ii) is not payable with respect to the Metropolis Complex and  the
Players Lake Charles Riverboat through December 31, 1996. The EBDIT fee
payable  to  The  Griffin Group is payable in the following  cumulative
amounts:  to the extent that EBDIT per complex is $15 million or  less,
the  payment  is two-thirds of 1% of EBDIT (against which  any  minimum
$50,000 payment for the particular riverboat will be credited); to  the
extent  that  EBDIT per complex is more than $15 million but  not  more
than  $30  million, the additional payment is 1% of EBDIT in excess  of
$15  million; and to the extent that EBDIT per complex is more than $30
million,  the additional payments will be 1 1/2% of EBDIT in excess  of
$30  million.  The  Griffin Group also is entitled to reimbursement  of
certain  expenses  and  indemnification  against  certain  claims.  Mr.
Griffin  will be entitled to additional compensation, as negotiated  in
good faith, if he hosts, produces or performs in any shows at a Company
casino.  The  Company  has  the  right to  renew  the  Griffin  License
indefinitely from year-to-year thereafter.

      The  Company  has  initiated discussions with The  Griffin  Group
concerning  the  extension  of the Griffin  License  to  the  Company's
development projects and to the Lake Charles Star Riverboat.



Item 3.   Legal Proceedings

     Ornstein and Mississippi Gold, Inc. Litigation

      On  June  7,  1994,  Marvin Ornstein and Mississippi  Gold,  Inc.
("MGI")  filed  a lawsuit in the United States District Court  for  the
Southern  District  of  Illinois against  the  Company,  PCI,  Inc.  (a
subsidiary  of  the  Company),  Morton Friedman,  individually  and  as
Chairman-Director  of the Illinois Gaming Board,  the  Illinois  Gaming
Board  and  the Illinois State Police. The complaint alleges  that  the
Company and PCI, Inc. defamed Mr. Ornstein and MGI as a result  of  the
publication of certain statements made by the Illinois Gaming Board  in
1990  concerning  the  licensability of  Mr.  Ornstein.  The  complaint
further  alleges that the defendants conspired to prohibit Mr. Ornstein
and  MGI  from  being licensed for riverboat gaming  in  Illinois.  The
complaint  requests an unspecified amount for compensatory damages  and
punitive  damages  and  seeks recovery of attorneys'  fees  and  costs.
Previous litigation between the Company and Mr. Ornstein and MGI in New
Jersey  state  court, involving substantially similar factual  matters,
was  settled  by the Company's payment of $10,000 to Mr.  Ornstein  and
MGI.

     Missouri Litigation

     The Company has been sued by Roy W. Fischer, Jr., the owner of the
Company's proposed site in Maryland Heights, in both state and  Federal
court  in  St. Louis, Missouri. The suits allege that the  Company  has
breached its obligations under certain agreements the Company allegedly
entered  into directly or indirectly with Mr. Fischer and claim  actual
and  punitive  damages  that in the aggregate exceed  $30,000,000.  See
"Properties--Maryland  Heights,  Missouri."  One  of  the  state  court
actions also names Promus as a co-defendant. The Company believes these
lawsuits  to be without merit and is vigorously defending them  in  all
respects.  In  addition, on March 13, 1995, Mr. Fischer filed  suit  in
Missouri  state court against the Missouri Gaming Commission,  and  its
members individually, seeking to effectively prohibit the issuance of a
gaming  license  to  Harrah's Maryland Heights  Corporation  (a  Promus
affiliate) for its site in Maryland Heights, and for fees and costs  of
suit.

     Poulos and Ahern Litigation

     The Company, certain suppliers and distributors of video poker and
electronic  slot  machines and over forty other casino  operators  have
been named as defendants in a class action suit filed April 26, 1994 in
the  United  States  District Court, Middle  District  of  Florida,  by
William  Ahern and William H. Poulos. The plaintiffs allege common  law
fraud  and deceit, mail fraud, wire fraud and Racketeer Influenced  and
Corrupt Organizations Act violations in the marketing and operation  of
video  poker  games  and  electronic  slot  machines.  The  suit  seeks
unspecified  damages  and recovery of attorneys'  fees  and  costs.  On
December 9, 1994, an Order was entered by the District Court in Florida
transferring  the  consolidated action to the  United  States  District
Court  for the District of Nevada. Motions for class certification  and
motions  to  dismiss  are  pending.  Although  discovery  is   in   the
preliminary  stages, the Company believes that the  claims  are  wholly
without merit and does not expect that the lawsuit will have a material
adverse  effect  on  the  Company's financial position  or  results  of
operations.

     Jebaco Litigation

      On  May 12, 1995, Jebaco filed suit in Louisiana State Court for,
among other things: injunctive relief to prevent the Company's purchase
of  the  Property  from Beeber; judicial dissolution of  the  Company's
original  acquisition (from Jebaco) of the Company's  option  to  enter
into  the  Lake Charles Lease; a judicial determination of the  amount,
manner  of  computation and manner of payment of the  Continuing  Lease
Payments;  an  accounting; and monetary damages. See  "Properties--Lake
Charles,  Louisiana".  Although  a  temporary  restraining  order   was
originally  issued against the Company's purchase of the Property,  the
Louisiana   State  Court  on  May  24,  1995  dissolved  the  temporary
restraining  order  and  refused  to issue  a  preliminary  injunction,
thereby permitting the purchase of the Property to proceed. The Company
believes  that  this litigation represents a dispute primarily  between
Jebaco  and  Beeber.  The Company is prepared to compute  and  pay  the
Continuing  Lease Payments in the manner required under all  applicable
agreements,  as  determined by the Court, and does not anticipate  that
such  required  payments would have a material adverse  effect  on  the
Company or its business. The Company, Beeber and Jebaco are engaged  in
settlement   negotiations  to  resolve  all  issues  raised   in   such
litigation.


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


      No matters were submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter of
the fiscal year ended March 31, 1995.


                             PART II
                                
                                
Item 5.Market for the Registrant's Common Equity and Related
       Stockholder Matters


     The Company's Common Stock is traded on the Nasdaq National
Market under the symbol "PLAY".  The following table sets forth the
high and low closing sale prices of the Company's Common Stock, as
reported by the Nasdaq National Market, during the periods indicated.
                                  High        Low

     Fiscal 1994

          First Quarter         13-5/6       7-7/12
          Second Quarter            16       9-7/12
          Third Quarter        18-5/12     14-11/12
          Fourth Quarter        19-5/6       13-1/3

     Fiscal 1995

          First Quarter        15-1/12           10
          Second Quarter        16-1/6      9-7/12
          Third Quarter       16-11/12       11-5/6
          Fourth Quarter      18-11/12       12-1/6

     Fiscal 1996

          First Quarter (through June 22, 1995)22-2/3  18-1/4


      The  last reported sales price of the Common Stock on the Nasdaq
National  Market  on June 22, 1995 was 19-1/2 per share.   There  were
approximately 518 holders of record of the Company's Common  Stock  as
of June 22, 1995.

      On  April 26, 1995, the Company declared a 3-for-2 Common  Stock
split, which was paid on May 19, 1995 to stockholders of record as  of
the  close of business on May 8, 1995.  The above information has been
adjusted to reflect the 3-for-2 split.

      The  Company  has never declared or paid cash dividends  on  its
Common  Stock.  The  Company presently intends to retain  earnings  to
finance the operation and expansion of its business.  Under the  terms
of  the  covenants of its proposed Bank Facility, the Company's wholly
owned  subsidiaries cannot pay dividends to the Company  nor  can  the
Company pay cash dividends to holders of its Common Stock.


Item 6.   Selected Consolidated Financial Data

      Selected  consolidated financial data for the years ended  March
31,  1993, 1994 and 1995 is presented below.  In fiscal year 1993  the
Board  of Directors of the Company approved a plan to concentrate  its
efforts on the development and operation of riverboat casinos  and  to
discontinue its marketing of various services and products, therefore,
data for the years ended March 31, 1991 and 1992 is not presented  due
to the lack of comparability.


                                   Year Ended March 31,

                             1993        1994       1995
                           (in thousands, except per share data)

Operations Data:

Total revenues from
  continuing operations      $ 5,729   $107,082     $223,695
Income (loss) from
  continuing operations      (4,142)     17,452       45,755
Loss associated with
  discontinued operations    (7,031)       --           --
Cumulative effect of
  change in accounting
  principle                     --        3,500         --
Net income (loss)         $ (11,173)     $20,952     $45,755


Earnings per Common Share
  Assuming Full Dilution:

Income (loss) from
  continuing operations         $(.32)     $.60         $1.45
Loss associated with
  discontinued operations       $(.54)     --               --
Cumulative effect of
  change in accounting
  principle                    --           $.12          --
Net income (loss)               $(.86)      $.72        $1.45


Balance Sheet Data:


Cash, cash equivalents and
  marketable securities         $8,791   $77,546      $50,332


Total assets                   $26,542   $138,565    $223,790


Long term debt, including
  current portion            $  17,648    $  5,865    $  8,907


Total stockholders'
  equity (deficit)               $(86)   $115,844    $176,143


Cash dividends declared
  per common share                --          --         --

Selected Quarterly Financial Information (Unaudited)

      Set  forth below is selected financial information for the  last
eight  fiscal quarters.  In management's opinion, the results depicted
below  have  been prepared on the same basis as the audited  financial
statements contained herein and include all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the
information  for  the periods presented when read in conjunction  with
the  Historical  Consolidated Financial Statements and  notes  thereto
contained  elsewhere  herein.   Results  of  operations  are  somewhat
seasonal  in  nature with relatively greater revenues and  net  income
earned  in  the  second  and third quarters of  each  fiscal  year  as
compared  to  the  first  and fourth quarters  of  each  fiscal  year.
Results  of  operations  for any fiscal quarter  are  not  necessarily
indicative of results for any future period.

                         First        Second     Third     Fourth
                         Quarter     Quarter    Quarter   Quarter     Total
                                      (in thousands)
Fiscal 1994
Net gaming revenues:
Lake Charles,
  Louisiana                (1)        (1)  $5,115(1)      $25,622    $30,737
Metropolis,
  Illinois              $15,709    $18,208   $15,880      $15,339    $65,136
Total revenues          $18,310    $20,255   $23,271      $45,246   $107,082

Adjusted EBITDA (2)      $7,172     $7,552    $7,426      $15,509    $37,659
Income from continuing
  operations before other
  income and provision
  for income taxes       $5,256     $5,175    $3,522      $12,935    $26,888
Income from continuing
  operations             $2,897     $3,965    $2,503       $8,087    $17,452
Net income               $6,397     $3,965    $2,503       $8,087    $20,952
Earnings per common and
  common equivalent share    $.31     $.13       $.08         $.21       $.73
Earnings per common share-
  assuming full dilution     $.28     $.13       $.08         $.23       $.72

Fiscal 1995
Net gaming revenues:
Lake Charles,
  Louisiana             $27,418    $35,262   $37,262      $36,143   $136,085
Metropolis,
  Illinois              $17,279    $19,827   $18,184      $19,567    $74,857
Total revenues          $48,326    $58,858   $58,665      $57,846   $223,695

Adjusted EBITDA (2)     $17,509    $22,829   $19,713      $20,529    $80,580
Income from continuing
  operations before other
  income and provision
  for income taxes      $15,745    $20,907   $17,190      $16,707    $70,549
Income from continuing
  operations            $10,441    $13,310   $11,575      $10,429    $45,755
Net income              $10,441    $13,310   $11,575      $10,429    $45,755
Earnings per common and
  common equivalent share  $.34        $.43     $.37         $.33     $1.47
Earnings per common share-
  assuming full dilution   $.34       $.42     $.37          $.32    $1.45

(1)   The  Players Lake Charles Riverboat did not commence  operations
until December 8, 1993.
          
(2)   Represents  earnings from continuing operations before  interest
income  (expense),  provisions  for  income  taxes,  depreciation  and
amortization,  pre-opening expenses, one-time,  non-cash  compensation
expense during fiscal 1994 and other income.  Adjusted EBITDA  is  not
intended to represent cash flows for any of the quarterly periods, nor
has  it  been  presented as an alternative to income  from  continuing
operations as an indicator of operating performance and should not  be
considered in isolation or as a substitute for measures of performance
prepared  in accordance with generally accepted accounting principles.
EBITDA-based   information  is  presented   solely   as   supplemental
disclosure  because EBITDA is frequently used to analyze companies  on
the basis of operating performance, leverage and liquidity.
                                
                                

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


      The  Company currently owns and operates a riverboat  casino  in
Metropolis, Illinois, which commenced operations on February 23, 1993,
and two riverboat casinos in Lake Charles, Louisiana, the Players Lake
Charles Riverboat, which commenced operations on December 8, 1993, and
the  Lake Charles Star Riverboat, which was acquired on March 31, 1995
and commenced operations on April 27, 1995.  The Company also operates
a horse racetrack in Paducah, Kentucky, which was acquired in November
1993.   Operations  also  include pre-opening and  gaming  development
costs  associated  with  the development of casino  and  entertainment
facilities.   The  Company has plans to continue the  development  and
operation  of  additional  casino complexes.  See  "Business--Projects
Under Development" and "Development Opportunities."

      In  May  1993, the Board of Directors of the Company approved  a
plan  that discontinued the marketing of various services and products
relating  to  the  gaming, travel and entertainment industries.  As  a
result,  the  Company  has restated, effective as  of  May  1993,  the
financial  statements  previously reported  to  reclassify  all  prior
operations,  except  for those relating to casino operations  and  its
Kentucky  racetrack,  as  discontinued  operations.   Accordingly,   a
reserve  for  loss  on  disposition  of  discontinued  operations  was
established to offset any potential losses from these activities.

      In  the  course  of its business, the Company has  had  numerous
discussions,  and  continues  to  have  discussions  regarding   joint
ventures   and  business  combinations,  as  well  as  possible   site
acquisitions  or  options.   No assurances  can  be  given  about  the
likelihood or timing of any such transaction.

      As  used herein, "fiscal 1993", "fiscal 1994", "fiscal 1995" and
"fiscal 1996" refer to the years ended March 31, 1993, 1994, 1995  and
1996, respectively.


Liquidity and Capital Resources

     For the twelve months ended March 31, 1995, the Company generated
$52.1  million  in cash from its operating activities as  compared  to
$23.9 million for the same period of the prior year.  The operation of
two  riverboat facilities for the entire twelve months ended March 31,
1995  as  compared to one facility for the majority of the prior  year
period  accounted  for  the increase in cash  generated  by  operating
activities.   As of March 31, 1995, the Company had $50.3  million  in
cash  and  cash  equivalents  and  marketable  investment  grade  debt
securities  as  compared to $77.5 million as of March 31,  1994.   The
decrease in cash and cash equivalents and marketable investment  grade
debt  securities  reflects the $50 million of cash used  in  investing
activities  during fiscal 1995 consisting primarily of $33 million  in
construction and land costs attributable to Players Island Resort, $42
million  for  the purchase of the Showboat Star Partnership  Interest,
and  net  proceeds of $36.5 million from the purchases  and  sales  of
marketable securities.

      The  Company  is  pursuing  the development  or  acquisition  of
additional  gaming  and entertainment facilities  which  will  require
extensive  amounts of capital.  Based on the projects currently  under
development,  the Company estimates that it could spend  approximately
$250 million over the next twelve months.  The Company expects to fund
these expenditures from (i) cash on hand, (ii) the issuance long  term
debt  in  April 1995, (iii) cash flow from operations and, if  needed,
(iv)   drawings  available  under  a  bank  facility  currently  being
negotiated.

      In June 1994, the Company acquired land to construct and operate
a  new  casino  resort  in  Mesquite, Nevada.   The  Company  acquired
approximately 45 acres of land and an option to acquire an  additional
90  acres for total consideration of $12.5 million, comprised of  $5.1
million in cash, $4.2 million of the Company's Common Stock and a $3.2
million  note, which is payable when the Players Island Resort  opens.
The  estimated  cost  of  the Players Island  Resort,  including  land
acquisition   costs  and  costs  of  developing  a  golf   course   is
approximately  $75 to $80 million.  Through March 31, 1995,  including
the  land  acquisition costs described above, the Company had invested
approximately $43.7 million in the Players Island Resort.  The Company
expects  to  spend  up to an additional $36 million  to  complete  the
facility.


      In  addition  to $52 million spent to acquire the Showboat  Star
Partnership, (consisting of $42 million paid on March 31, 1995 and $10
million  paid  in  April  of  1995),  the  Company  expects  to  incur
approximately $58 million in additional expenditures during  the  next
12 months to expand its Lake Charles facility.

      The Company entered into a letter of intent with Promus on March
3,  1995  to co-develop a $200 million joint venture riverboat  casino
entertainment  complex  in  Maryland  Heights,  Missouri.   The  joint
venture  contemplates that each partner will own and operate  its  own
riverboat  casino and will share equally in the costs  of  development
of,  as  well as any profit or loss associated with, the operation  of
the  shoreside facility.  The Company's share of the Maryland  Heights
Project  will  require  an investment of approximately  $100  million,
including  the building of the Company's riverboat casino and  related
facilities, and investment in the joint venture that will develop  the
entertainment complex, parking facility and docking area.  The Company
anticipates  investing  approximately $40  million  in  its  riverboat
casino   and  other  independently  owned  facilities  and   investing
approximately  $60  million in the joint venture  .   The  project  is
expected to be completed in the Summer of 1996.

      During  fiscal  1996, the Company intends to begin  improvements
costing   between  $10  and  $15  million  for  additional  amenities,
attractions and riverfront parking at its Metropolis Complex.

      On  April  17, 1995, the Company issued $150 million of  10-7/8%
Senior Notes due April 15, 2005.  In addition, the Company expects  to
complete  the  documentation of a $120 million  bank  line  of  credit
during  the  summer of 1995.  The bank facility will be available  for
general corporate purposes, including development activities.

Results of Operations

      The  following sets forth certain historical information on  the
consolidated operations of the Company for the years ended  March  31,
1993, 1994 and 1995.

                    SELECTED OPERATIONAL DATA
   (in thousands, except for earnings per share and win data)

                                 Twelve Months Ended
                                        March 31,

                               1993           1994        1995

Casino revenues                 $4,606      $95,873    $210,942
Total revenues                  $5,729     $107,082    $223,695

Total operating expenses        $9,569      $80,194    $153,146

Income (loss) from
  continuing operations
  before other income
  (expense) and provision
  for income tax              $(3,840)      $26,888     $70,549

Net income (loss)            $(11,173)      $20,952     $45,755

Earnings (loss) per
  common share assuming
  full dilution                  $(.86)       $.72        $1.45

Metropolis Operating Results:
Casino revenues                 $4,606     $65,136      $74,857
Average daily win/slot machine    $110        $182         $203
Average daily win/table game    $1,696      $1,674       $1,749

Lake Charles Operating Results:
Casino revenues                   $ --     $30,737     $136,085
Average daily win/slot machine    $ --        $194         $276
Average daily win/table game      $ --      $2,458       $2,475


Period to Period Comparisons

     The table of Selected Operating Data above generally reflects the
Company's opening of its initial riverboat casino in February 1993 and
its  second  riverboat casino in December 1993.   The  increases  from
period  to  period  in  revenues, expenses and  net  income  generally
coincide  with  the opening of the casino facilities.   Following  are
detailed comparisons of operating results for the periods presented.

     Comparison of Fiscal 1995 to Fiscal 1994

     The Company's total revenues for fiscal 1995 increased by 109% to
$223.7  million when compared to total revenue of $107.1  million  for
fiscal  1994.   This increase was due primarily to  the  Players  Lake
Charles  Riverboat,  which  opened on December  8,  1993  and  was  in
operation for all of fiscal 1995 as compared to less than four  months
of  operation during fiscal 1994.  Casino revenues for the  Metropolis
Riverboat  increased to $74.9 million for fiscal 1995 as  compared  to
$65.2  million  for  the prior fiscal year.  The 15%  year  over  year
improvement in casino revenues can be attributed to the maturation  of
the Company's marketing programs and an increasing customer base.  The
improvement  in  casino revenues in fiscal 1995 more  than  offset  an
expected  decline  in  admission revenues.  The Players  Lake  Charles
Riverboat generated casino revenues of $136.1 million for fiscal  1995
as  compared  to  $30.7 million for its first 114 days  of  operation,
ending March 31, 1994.

      For  fiscal 1995, total operating costs increased 91% to  $153.1
million  as  compared  to  $80.2 million for the  prior  fiscal  year.
Increases  in  total operating costs reflected the  operation  of  two
riverboat  facilities  for  all of fiscal  1995  as  compared  to  the
operation  of only the Metropolis facility for the majority of  fiscal
1994.

      Corporate  administrative expenses for fiscal 1995 increased  to
$7.3  million  as compared to $2.7 million for the prior fiscal  year.
The increase of $4.6 million was primarily related to staff expansion,
the  reassignment  of personnel who were previously  employed  by  the
operating   properties,   and  additional  administrative   activities
associated with the operation of two riverboat facilities as  compared
to one facility for most of the prior year period.

      The Company recorded pre-opening and gaming development costs of
$9.1 million for fiscal 1995 as compared to $7.0 million for the prior
fiscal  year.  Pre-opening expenses for fiscal 1995 were $3.0  million
for  Players Island Resort and the Lake Charles Star Riverboat,  while
the prior fiscal year amount of $4.2 million included the majority  of
the  Lake  Charles pre-opening costs.  Development costs totaled  $6.1
million  for  fiscal  1995 compared to $2.8 million  for  fiscal  1994
reflecting  the Company's development activities in new  and  emerging
jurisdictions.  The increase is primarily the result of the  Company's
pursuit  of  gaming opportunities in Evansville, Indiana and  Maryland
Heights, Missouri.

      Income  from  continuing  operations  before  other  income  and
provision for income taxes increased to $70.5 million for fiscal  1995
as  compared to $26.9 million for the prior fiscal year.  Income  from
continuing  operations before other income and provisions  for  income
taxes  as  a  percentage of total revenues increased  from  25.1%  for
fiscal  1994  to 31.5% for fiscal 1995.  These increases are  directly
attributable  to  the operation of the Players Lake Charles  Riverboat
for the entire 12 months of fiscal 1995.

      The  Company's effective net tax rate, including both state  and
Federal  taxes,  increased to 38% for fiscal 1995 as  compared  to  an
effective net tax rate of 37% for fiscal 1994.

      Consolidated  net income for fiscal 1995 was $45.8  million,  or
$1.47  per share ($1.45 per share fully diluted) as compared to  $21.0
million,  or $.73 per share ($.72 per share fully diluted) for  fiscal
1994.

     Comparison of Fiscal 1994 to Fiscal 1993

      The Company's total revenues for fiscal 1994 increased to $107.1
million  as  compared to $5.7 million for fiscal 1994.  This  increase
reflects 12 months of operation for the Metropolis Riverboat  and  the
opening  of  the  Players Lake Charles Riverboat in December  1993  as
compared  to 37 days of operation for the Metropolis Riverboat  during
fiscal  1993.   The Metropolis Riverboat recorded casino  revenues  of
$65.1  million  during fiscal 1994 as compared to $4.6 million  during
its  initial  period of operation in fiscal 1993.   The  Players  Lake
Charles Riverboat generated $30.7 million of casino revenues from  its
opening on December 8, 1993 through the end of fiscal 1994.

      For  fiscal  1994, total operating costs were $80.2  million  as
compared  to  $9.6  million for the prior  fiscal  year.   Again,  the
increases in operating costs from year to year reflects the full  year
of  operation for the Company's Metropolis Complex and the opening  of
its  Players Lake Charles Riverboat in fiscal 1994 as compared to  its
limited operation in fiscal 1993.

      Corporate  administrative expenses for  fiscal  1994  were  $2.7
million  and include the costs of establishing the Company's corporate
office  in  Lake  Charles, Louisiana and related  staff  expansion  to
support the development of its gaming and entertainment operations.

      The Company recorded pre-opening and gaming development costs of
$7.0 million for fiscal 1994 as compared to $5.0 million for the prior
fiscal  year.  Pre-opening expenses for fiscal 1994 were $4.2  million
and  related  to the Players Lake Charles Riverboat, while  the  prior
fiscal year included pre-opening costs of $5.0 million that related to
the  opening  of  the Company's Metropolis Complex and  initial  costs
associated with the Players Lake Charles Riverboat.  Development costs
were $2.8 million for fiscal 1994 reflecting the Company's development
activities  in new and emerging jurisdictions principally  Evansville,
Indiana and Maryland Heights, Missouri.

      Income  from  continuing  operations  before  other  income  and
provisions for income taxes increased to $26.9 million for fiscal 1994
as  compared  to a loss of $3.8 million for fiscal 1993.  The  results
for  fiscal 1993 reflect only 39 days of operations for the Metropolis
Complex  as  compared  to  a  full 12  months  of  operation  for  the
Metropolis Complex along with the opening of the Players Lake  Charles
Riverboat in December 1993.

      For  fiscal 1994, the Company's effective net tax rate  covering
both state and Federal taxes was 37%, or $10.3 million as compared  to
$34,000 for fiscal 1993, which represents a provision for state income
taxes  only.  For Federal tax purposes, the Company had net  operating
loss  carryforwards  of approximately $6.8 million  at  the  close  of
fiscal 1993.

      Consolidated  net income for fiscal 1994 was $21.0  million,  or
$.73 per share ($.72 per share fully diluted) as compared to a loss of
$11.2  million,  or  $.86 per share, of which $4.1 million  ($.32  per
share)  related  to continuing operations and $7.0 million  ($.54  per
share) related to discontinued operations.


Item 8.   Financial Statements and Supplementary Data

      The consolidated financial statements and supplementary data are
as set forth in the Index to Consolidated Financial Statements on page
37.


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

      The  Board of Directors of Players International, Inc.  and  the
Audit Committee of the Board of Directors of the Company approved  the
engagement  of Ernst & Young LLP as its independent auditors  for  the
fiscal  year  ended  March  31, 1995 to replace  the  firm  of  Arthur
Andersen LLP, which was dismissed as auditors of the Company effective
December 31, 1994.

      The  reports  of Arthur Andersen LLP on the Company's  financial
statements  for the past two fiscal years did not contain  an  adverse
opinion  or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principle.

      In  connection  with  the  audits  of  the  Company's  financial
statements for each of the two fiscal years ended March 31,  1994  and
1993,   and   in  the  subsequent  interim  period,  there   were   no
disagreements  with  Arthur Andersen LLP on any matter  of  accounting
principles  or practices, financial statement disclosure, or  auditing
scope  and  procedures which, if not resolved to the  satisfaction  of
Arthur  Andersen LLP, would have caused Arthur Andersen  LLP  to  make
reference to the matter in its report.


                            PART III


Item 10.  Directors and Executive Officers of the Registrant

      This information is incorporated by reference from the Company's
Proxy Statement to be filed with the Commission in connection with the
Annual Meeting of Stockholders on September 12, 1995.


Item 11.  Executive Compensation

      This information is incorporated by reference from the Company's
Proxy Statement to be filed with the Commission in connection with the
Annual Meeting of Stockholders on September 12, 1995.


Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      This information is incorporated by reference from the Company's
Proxy Statement to be filed with the Commission in connection with the
Annual Meeting of Stockholders on September 12, 1995.


Item 13.  Certain Relationships and Related Transactions

      This information is incorporated by reference from the Company's
Proxy Statement to be filed with the Commission in connection with the
Annual Meeting of Stockholders on September 12, 1995.


                             PART IV


Item 14.       Exhibits, Financial Statement Schedules and
Reports on Form 8-K
     
(a) (1) and (2)     Index to Financial Statements
          
                                                                    PAGE
          
          REPORTS OF INDEPENDENT AUDITORS                            38
          
          CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1994 AND 1995     40
          
          FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31,
          1995:
          
             CONSOLIDATED STATEMENTS OF OPERATIONS                   41
          
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY         42
          
             CONSOLIDATED STATEMENTS OF CASH FLOWS                   43
          
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS              45
          
          All  other schedules have been omitted because they are
          not   applicable  or  not  required  or  the   required
          information  is included in the Consolidated  Financial
          Statements or Notes thereto.
          
(a) (3)        Exhibits
     
             3.1   Articles  of Incorporation, as amended  (filed
             as   an   exhibit  to  the  Company's   Registration
             Statement on Form S-4, File No. 33-60085).
     
             3.2        By-laws, as amended (filed as an  exhibit
             to  the Company's Registration Statement on Form  S-
             3, File No. 33-61026).
     
             4.1   Indenture  among Players International,  Inc.,
             certain   subsidiaries  and  First   Fidelity   Bank
             National Association as Trustee, including  form  of
             Note   (filed   as  an  exhibit  to  the   Company's
             Registration  Statement on Form S-4,  File  No.  33-
             60085).
     
             4.2   Exchange  and  Registration  Rights  Agreement
             among    Players   International,   Inc.,    certain
             subsidiaries,   Donaldson,   Lufkin    &    Jenrette
             Securities Corporation and Salomon Brothers Inc.
     
             10.1  Vessel  Construction  Agreement  dated  as  of
             April  8,  1993 between Leevac Shipyards,  Inc.  and
             Players  Lake Charles, Inc. (filed as an exhibit  to
             the  Company's Registration Statement on  Form  S-3,
             File No. 33-61026).
     
             10.2  The Company's 1985 Incentive Stock Option Plan
             (filed  as  an exhibit to the Company's Registration
             Statement on Form 10 filed on August 13, 1986,  File
             No.  0-14897, as amended on Form 8 filed October 17,
             1987).
     
             10.3   Amendment   No.  1  to  the  Company's   1985
             Incentive Stock Option Plan (filed as an exhibit  to
             the  Company's Annual Report on Form  10-K  for  the
             fiscal year ended March 31, 1988).
     
             10.4  The Company's 1990 Incentive Stock Option  and
             Non-Qualified Option Plan, as amended (filed  as  an
             exhibit to the Company's Annual Report on Form  10-K
             for the fiscal year ended March 31, 1991).
     
             10.5  The Company's 1993 Stock Incentive Plan (filed
             as   an   exhibit  to  the  Company's   Registration
             Statement on Form S-3, File No. 33-61026).
     
             10.6  Agreement dated as of December 8, 1992 between
             PCI,  Inc.  and Comdata Network, Inc. (filed  as  an
             exhibit  to the Company's Registration Statement  on
             Form S-3, File No. 33-61026).
     
             10.7  Loan  Agreement dated March 26,  1992  between
             the  Company  and  Mercedes-Benz Credit  Corporation
             (filed  as an exhibit to the Company's Annual Report
             on  Form  10-K for the fiscal year ended  March  31,
             1992).
     
             10.8 Agreement dated March 1, 1993 by and among  the
             Company,  PCI,  Inc.,  Allwyn Pictures  Corporation,
             Inc.,  Telly  Savalas, Charles Stern,  Philip  Mamos
             and  Robert  Morgan  (filed as  an  exhibit  to  the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
     
             10.9  Form of Registration Right Agreement dated  as
             of  June 23, 1992 by and among the Company, Southern
             Illinois  Riverboat Casino Cruises,  Inc.,  and  the
             purchasers  named therein (filed as  an  exhibit  to
             the  Company's Registration Statement on  Form  S-3,
             File No. 33-61026).
     
             10.10      Agreement dated February 12, 1993 by  and
             between  Jebaco, Inc. and the Company  with  respect
             to  the  assignment of an option agreement  relating
             to  the Downtowner Hotel (filed as an exhibit to the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
     
             10.11      Forms  of  Series A, B,  and  C  warrants
             issued  to Jebaco, Inc. (filed as an exhibit to  the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
     
             10.12      Form  of  Registration  Rights  Agreement
             with  Jebaco,  Inc.  (filed as  an  exhibit  to  the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
     
             10.13      Option Agreement dated December 24,  1991
             by  and  among The Beeber Corporation and  Elisabeth
             S.  Woodward  and Jebaco, Inc. with respect  to  the
             Downtowner  Hotel  (filed  as  an  exhibit  to   the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
   
             10.14      Amendment to Option Agreement dated March
             9,  1993  by  and  among The Beeber Corporation  and
             Elisabeth  S.  Woodward  and Players  Lake  Charles,
             Inc.,  a subsidiary of the Company, with respect  to
             the  Downtowner  Hotel (filed as an exhibit  to  the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
   
             10.15       License  and  Services  Agreement  dated
             December  8,  1992 by and among The  Griffin  Group,
             Inc.,  the  Company and Southern Illinois  Riverboat
             Casino  Cruises,  Inc.,  as  amended  (filed  as  an
             exhibit  to the Company's Registration Statement  on
             Form S-3, File No. 33-61026).
   
             10.16      Agreement dated April 20, 1993 with  B.B.
             Riverboat,  Inc.  (filed  as  an  exhibit   to   the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
   
             10.17      Joint  Venture Agreement dated  May  1993
             between  Amerihost and a subsidiary of  the  Company
             with  respect  to the construction  of  a  hotel  in
             Metropolis,  Illinois (filed as an  exhibit  to  the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
   
             10.18      Form of Employment Agreement with  Howard
             A.  Goldberg dated May 19, 1993 (filed as an exhibit
             to  the Company's Registration Statement on Form  S-
             3, File No. 33-61026).
   
             10.19      Employment Agreement with Peter J. Aranow
             effective May 26, 1993 (filed as an exhibit  to  the
             Company's  Registration Statement on Form S-3,  File
             No. 33-61026).
   
             10.20       Termination   Agreement   with   Stanley
             Harfenist  dated as of March 28, 1993 (filed  as  an
             exhibit  to the Company's Registration Statement  on
             Form S-3, File No. 33-61026).
        
             10.21        Termination   Agreement   with   Harvey
             Goldberg dated June 8, 1993 (filed as an exhibit  to
             the  Company's Registration Statement on  Form  S-3,
             File No. 33-61026).
     
             10.22           Lease  dated March 19, 1993  by  and
             among  the  Beeber  Corporation  and  Players   Lake
             Charles,  Inc.,  a subsidiary of the Company  (filed
             as   an   exhibit  to  the  Company's   Registration
             Statement on Form S-3 filed on February 4, 1994,  as
             amended by Form S-3, File No. 33-75006).
     
             10.23          Option Agreement dated July 15,  1993
             by  and between Evansville Federal Savings Bank  and
             the  Company  (filed as an exhibit to the  Company's
             Registration   Statement  on  Form  S-3   filed   on
             February  4, 1994, as amended by Form S-3, File  No.
             33-75006).
     
             10.24          Option Agreement dated July 30,  1993
             by  and between Earl Harp and the Company (filed  as
             an  exhibit to the Company's Registration  Statement
             on  Form  S-3 filed on February 4, 1994, as  amended
             by Form S-3, File No. 33-75006).
     
             10.25           Agreement dated October 15, 1993  by
             and  between  Carnival Casino  Corporation  and  the
             Company  (filed  as  an  exhibit  to  the  Company's
             Registration   Statement  on  Form  S-3   filed   on
             February  4, 1994, as amended by Form S-3, File  No.
             33-75006).
     
             10.26          Agreement dated December 30, 1993  by
             and  between  the Company and Roy W. Fischer  (filed
             as   an   exhibit  to  the  Company's   Registration
             Statement on Form S-3 filed on February 4, 1994,  as
             amended by Form S-3 File No. 33-75006).
     
             10.27           Preferred Mortgage dated  April  13,
             1993  by  SIRCC  in  favor of  Mercedes-Benz  Credit
             Corporation  (filed as an exhibit to  the  Company's
             Registration   Statement  on  Form  S-3   filed   on
             February 16, 1994, File No. 33-75006).
     
             10.28          Promissory Note dated April 14,  1993
             by    SIRCC   in   favor  of  Mercedes-Benz   Credit
             Corporation  (filed as an exhibit to  the  Company's
             Registration   Statement  on  Form  S-3   filed   on
             February 16, 1994, File No. 33-75006).
     
             10.29           Continuing Guaranty of  the  Company
             to  Mercedes-Benz Credit Corporation dated March 26,
             1992,  as  amended  (filed  as  an  exhibit  to  the
             Company's  Registration Statement on Form S-3  filed
             on February 16, 1994, File No. 33-75006).
     
             10.30           Building Loan Note dated  March  26,
             1992  by  SIRCC  in  favor of  Mercedes-Benz  Credit
             Corporation  (filed as an exhibit to  the  Company's
             Registration   Statement  on  Form  S-3   filed   on
             February 16, 1994, File No. 33-75006).
     
             10.31           Agreement to Purchase and Sale dated
             June  16,  1994,  between  Gem  Mesquite,  Ltd.  and
             Players  Nevada, Inc., a subsidiary of  the  Company
             (including  form  of  letter  Agreement   from   the
             Company   to   Gem   Mesquite,  Ltd.   relating   to
             registration  rights) (filed as an  exhibit  to  the
             Company's Current Report on Form 8-K filed  on  June
             24, 1994).
     
             10.32           Transfer  of  Data  Agreement  dated
             June  16, 1994, between Gem Gaming, Inc. and Players
             Nevada, Inc. (including form of Promissory Note).
     
             10.33            Development  Consulting   Agreement
             dated  June 16, 1994, between Gem Gaming,  Inc.  and
             Players Nevada, Inc. (including form of 1994  Series
             G  Warrant)  (filed as an exhibit to  the  Company's
             Current Report on Form 8-K filed on June 24, 1994).
     
             10.34            Opinion  Transfer  Agreement  dated
             June  16,  1994,  between  Gem  Gaming,  Inc.,   Gem
             Mesquite,  Ltd. and Players Nevada, Inc.  (filed  as
             an  exhibit to the Company's Current Report on  Form
             8-K filed on June 24, 1994).
     
             10.35           Players  International,  Inc.   1994
             Directors  Stock  Incentive Plan, as  adopted  April
             14, 1994, and as amended July 14, 1994 (filed as  an
             exhibit  to the Company's Registration Statement  on
             Form S-4 filed on July 27, 1994).
     
             10.36            Commitment  Letter  among   Players
             International,    Inc.   and    certain    of    its
             subsidiaries,  First  Interstate  Bank   and   other
             financial institutions (filed as an exhibit  to  the
             Company's  Registration Statement on Form S-4,  File
             No. 33-60085).
     
             10.37           Agreement  for Sale  of  Partnership
             Interests  among  the Company  and  certain  of  its
             subsidiaries  and Showboat Inc. and certain  of  its
             subsidiaries.
     
             21        Subsidiaries of the Company.
_______________
  
(b)       Reports on Form 8-K
     
                No  reports  on  Form 8-K were filed  during  the
     quarter ended March 31, 1995.




36

SIGNATURES

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

                         Players International, Inc.

Date: June 27, 1995      By /s/ Edward Fishman
                           Edward Fishman
                           Chairman of the Board,
                           Chief Executive Officer

Pursuant  to the requirements of the Securities Exchange Act of 1934,  this
annual  report has been signed below by the following persons on behalf  of
the  registrant  and  in the capacities and on the dates  indicated  below.
This annual report may be signed in multiple identical counterparts all  of
which, taken together, shall constitute a single document.


Dated:    June 27, 1995  /s/ Edward Fishman
                         Edward Fishman
                         Chairman of the Board, Chief Executive Officer
                         (Principal Executive Officer)

Dated:    June 27, 1995  /s/ David Fishman
                         David Fishman
                         Director

Dated:    June 27, 1995  /s/ Howard Goldberg
                         Howard Goldberg
                         Director

Dated:    June 27, 1995  /s/ Peter J. Aranow
                         Peter J. Aranow
                         Executive Vice President, Chief Financial Officer
                         and Secretary
                         (Principal Financial Officer)

Dated:    June 27, 1995  /s/ Steven P. Perskie
                         Steven P. Perskie
                         Director

Dated:    June 27, 1995  /s/ Stephen K. Radusch
                         Stephen K. Radusch
                         Controller
                         (Principal Accounting Officer)

Dated:    June 27, 1995  /s/ Lee Seidler
                         Lee Seidler
                         Director

Dated:    June 27, 1995  
                         Marshall S. Geller
                         Director

Dated:    June 27, 1995  
                         Thomas E. Gallagher
                         Director




37
                                
           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                                           Page

Reports of Independent Auditors                             38

Consolidated Balance Sheets as of March 31, 1994 and 1995   40

Consolidated Statements of Operations for the Years Ended
     March 31, 1993, 1994 and 1995                          41

Consolidated Statements of Stockholders' Equity for the
     Years Ended March 31, 1993, 1994 and 1995              42

Consolidated Statements of Cash Flows for the Years Ended
     March 31, 1993, 1994 and 1995                          43

Notes to Consolidated Financial Statements                  45



All  other  schedules  have been omitted  because  they  are  not
applicable  or  not  required  or  the  required  information  is
included  in  the  Consolidated  Financial  Statements  or  Notes
thereto.



38

               REPORT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholders
Players International, Inc.

We  have audited the accompanying consolidated balance sheet
of  Players International, Inc. as of March 31, 1995 and the
related consolidated statements of operations, stockholders'
equity,  and  cash  flows for the year  then  ended.   These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion  on
these financial statements based on our audit.

We conducted our audit 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 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 audit  provides
a reasonable basis for our opinion.

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the    consolidated    financial   position    of    Players
International, Inc. as of March 31, 1995, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


                              ERNST & YOUNG LLP


Philadelphia, Pennsylvania
May 19, 1995


39
                              
                              
                              
                              
          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board Of Directors of Players
International, Inc.:

      We  have audited the accompanying consolidated balance
sheet  of PLAYERS INTERNATIONAL, INC. (a Nevada corporation)
and  subsidiaries  as  of March 31, 1994,  and  the  related
consolidated statements of operations, stockholders'  equity
and  cash flows for the years ended March 31, 1994 and 1993.
These  financial  statements are the responsibility  of  the
Company's  management.  Our responsibility is to express  an
opinion on these 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  Players  International,  Inc.   and
subsidiaries as of March 31, 1994, and the results of  their
operations  and their cash flows for the years  ended  March
31,  1994  and  1993  in conformity with generally  accepted
accounting principles.



                                   ARTHUR ANDERSEN LLP

Las Vegas, Nevada
May 24, 1994


2
    The accompanying notes are an integral part of these consolidated
                             balance sheets.
                                    
                                   41
                                    
              PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                (dollars in thousands, except par value)
                                    
                                 ASSETS
                                                  March 31,
                                                  1994           1995
CURRENT ASSETS:
 Cash and cash equivalents                   $   13,957     $   23,886
 Marketable securities, net (Note 2)            63,589          26,446
 Accounts receivable, net of allowance
  for doubtful accounts of $43
  at March 31, 1994 and $130 at March 31, 1995      949          1,351
 Notes receivable                                 1,320          1,279
 Inventories                                        494            863
 Deferred income tax (Note 5)                     1,773          2,345
 Prepaid expenses and other current assets        1,415          5,452

     Total current assets                        83,497         61,622

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization
  of $3,619 at March 31, 1994 and
$10,248 at March 31, 1995 (Note 4)               46,899        118,105

DEFERRED INCOME TAX - long-term (Note 5)         3,180           1,943

INTANGIBLES, net (Note 1)                         1,716         39,130

OTHER ASSETS                                      3,273          2,990

                                             $  138,565     $  223,790


                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current portion of long-term debt (Note 7)    $    154   $     3,375
 Accounts payable                                 2,669          8,233
 Accrued liabilities (Note 3)                     9,877         27,030
  Other liabilities                                 548            669
 Income taxes payable (Note 5)                    2,893           --

     Total current liabilities                   16,141         39,307

OTHER LONG-TERM LIABILITIES (Note 6)                869          2,808

LONG-TERM DEBT, net of current
  portion (Note 7)                                5,711          5,532

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY:
  Preferred stock, no par value,
     Authorized -- 10,000,000 shares,
     Issued and outstanding -- none                --             --
  Common stock, $.005 par value,
     Authorized --  90,000,000 shares,
     Issued and outstanding -- 26,357,100
     shares at March 31, 1994 and
     29,672,400 shares at March 31, 1995            132            148
  Additional paid-in capital                    106,883        121,712
  Unrealized loss on marketable
     securities, net of tax                      (150)           (451)
  Retained earnings                               8,979         54,734

     Total stockholders' equity                 115,844        176,143

                                              $  138,565     $ 223,790

  The accompanying notes are an integral part of these consolidated statements.
                                        
                                       47
                  PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (dollars in thousands, except per share data)

                                                  Year ended March 31,

                                            1993       1994       1995
REVENUES:
 Casino                                  $   4,606$     95,873  $ 210,942
 Food and beverage                             546      5,314       7,406
 Other                                         577      5,895       5,347
                                             5,729    107,082     223,695
COSTS AND EXPENSES:
 Casino                                      2,177     35,145      74,839
 Food and beverage                             505      5,094       6,799
 Other gaming related and general costs      1,712     23,680      48,050
 Corporate administrative expenses            --        2,675       7,276
 Pre-opening and gaming development costs    4,995      7,026       9,117
 Depreciation and amortization                 180      3,706       7,065
 Option and stock compensation expense        --         2,868         --
                                             9,569       80,194   153,146
 Income (loss) from continuing
  operations before other income
  (expense) and provision for
  income taxes                             (3,840)       26,888    70,549

OTHER INCOME (EXPENSE):
 Interest income                                 6      1,623       3,340
 Other income, net                            --           83         275
 Interest expense                            (274)       (887)       (694)
                                             (268)        819       2,921

 Income (loss) from continuing
   operations before provision
  for income taxes                         (4,108)     27,707      73,470

PROVISION FOR INCOME TAXES                     34      10,255      27,715

 Income (loss) from
  continuing operations                    (4,142)       17,452    45,755

DISCONTINUED OPERATIONS (Note 13):
 Loss from discontinued operations         (6,071)       --          --
 Loss on disposition of
  discontinued operations,
  including a provision
  of $748 for operating losses
  during phase out period                    (960)       --            --
                                           (7,031)       --            --
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                        --         3,500         --

NET INCOME (LOSS)                    $   (11,173)      $20,952    $  45,755

WEIGHTED AVERAGE NUMBER OF SHARES
 OF COMMON STOCK AND COMMON STOCK
 EQUIVALENTS OUTSTANDING (Note 1)       13,042,500   28,436,600   31,169,600

WEIGHTED AVERAGE NUMBER OF SHARES OF
 COMMON STOCK AND COMMON STOCK
 EQUIVALENTS OUTSTANDING ASSUMING
 FULL DILUTION (Note 1)                13,042,500   28,987,200   31,636,700

EARNINGS (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE:
  From  continuing operations            $  (.32)      $ .61       $1.47
 From change in accounting principle         --          .12          --
 From discontinued operations               (.54)        --           --
                                        $   (.86)     $  .73      $  1.47

EARNINGS PER COMMON SHARE - 
  ASSUMING FULL DILUTION:
 From continuing operations            $    (.32)    $   .60   $   1.45
 From change in accounting principle         --          .12         --
 From discontinued operations               (.54)         --         --
                                       $    (.86)       .72    $   1.45

                  PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
         FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31, 1995
                             (dollars in thousands)

                                              Additional            Accumulated
                             Common    Stock    Paid-In   Unrealized  Earnings
                            Shares   Amount      Capital    Loss     (Deficit)

BALANCE, March 31, 1992  12,417,200  $ 62        $ 2,728       --     $ (800)
 Shares issued for
  contract settlement      527,100     3          2,282         --        --
 Shares issued under
  stock option plans       423,600     2            322         --        --
 Shares issued for
  warrants exercised     2,152,200    11          5,156          --       --
 Shares issued in
  exchange
  of debentures            396,100    2             861         --        --
 Shares issued for services 75,000  --              201         --        --
 Proceeds allocated to
  warrants issued in
  conjunction with
  sale of 15 percent
  series A&B exchangeable
  debentures (Note 9)        --     --              257         --        --
 Net Loss                    --      --            --           --    (11,173)

BALANCE, March 31, 1993     15,991,200     80    11,807      --       (11,973)
 Shares issued under
  stock option plans           502,800      3       948      --        --
 Shares issued for
  warrants exercised           245,100      1       912      --        --
 Shares issued in
  exchange for
  debentures                 2,028,700     10     4,413      --        --
 Shares sold in public
  offering and
  subsequent registration
  costs                      7,499,300     38    85,935      --        --
 Shares issued in
  connection with
  employment contracts          90,000   --       1,065      --        --
 Compensation in
  connection with nonemployee
  directors' options              --     --       1,803      --        --
 Unrealized loss on
  marketable securities,
  net of tax                      --     --        --       (150)      --
 Net income                       --     --        --          --    20,952

BALANCE, March 31, 1994     26,357,100    132   106,883     (150)     8,979
 Shares issued under
  stock option plans           277,700      1       688      --        --
 Shares issued in
  exchange for land            381,000      2     4,237      --        --
 Shares issued for
  warrants exercised         2,656,600     13     7,261      --        --
 Tax benefit from
  exercise of
  nonqualified options            --     --       2,643      --        --
 Change in unrealized
  loss on marketable
  securities, net of tax          --     --        --       (301)      --
 Net income                       --     --        --        --       45,755

BALANCE,
  March 31, 1995            29,672,400   $148  $121,712   $(451)      $54,734


                  PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)


                                             For the  year ended March 31,

                                                 1993      1994     1995

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                           $(11,173)   $20,952    $45,755
 Adjustments to reconcile net
  income (loss)to net cash provided
  by (used in) operating activities:
     Depreciation and amortization                 180     3,706    7,065
     Option and stock compensation expense        --       2,868     --
     Net benefit realized from
      deferred tax asset                          --     (1,299)     --
     Loss from discontinued operations           6,071      --       --
     Loss on disposition of
      discontinued operations                      960      --       --
     Cumulative effect of change
      in accounting principle                     --     (3,500)     --
     Other                                        --         141      279
 Changes in assets and liabilities,
      net of effects of discontinued
      operations:
     Accounts and notes receivable                (19)   (2,292)    (450)
     Inventories                                 (135)     (349)    (369)
     Prepaid expenses and other
      current assets                             (335)   (1,080)  (4,037)
     Other assets                                (593)   (2,741)      780
     Accounts payable                            1,460     1,211    1,934
     Accrued interest                              880     (880)     --
     Accrued liabilities                         1,320     8,871    1,487
     Other liabilities                             150     1,081    (340)
 Net effect of discontinued operations         (2,871)   (2,822)     --

     Net cash provided by (used in)
      operating activities                     (4,105)    23,867    52,104

CASH FLOWS FROM INVESTING ACTIVITIES:
 Net purchases of property and equipment       (5,195)  (33,845) (62,419)
 Costs in excess of fair value of
     tangible assets acquired                     --     (1,755) (24,090)
 Purchases of marketable securities               --    (63,922) (22,970)
 Proceeds from sale of marketable
     securities                                   --        --     59,509
 Other assets -- pre-opening
     costs -- riverboat                           550       --       --
 Net effect of discontinued operations            281        423     --

     Net cash used in investing
      activities                              (4,364)   (99,099) (49,970)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Additions to long-term debt,
     net of debt issuance costs                  6,991      --       --
 Payments of long-term debt                       (28)   (7,133)    (169)
 Proceeds allocated to warrants
     issued in conjunction with
     sale of 15 percent series
     A&B exchangeable debentures (Note 9)          257      --       --
 Issuance of common stock for
     warrants exercised                          5,168       263    7,273
 Proceeds from sale of common
     stock, net of all issuance
     and subsequent registration costs            --      85,973      --
 Proceeds from exercise of
     stock options                                 524     1,601      691
 Net effect of discontinued
     operations                                  (219)     (306)     --

     Net cash provided by
      financing activities                      12,693    80,398     7,795

NET INCREASE IN CASH AND CASH EQUIVALENTS       4,224      5,166    9,929

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                           4,567      8,791   13,957

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                            $    8,791   $ 13,957 $ 23,886

                  PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)



SUPPLEMENTAL CASH FLOW INFORMATION:
                                              For the year ended March 31,

                                                  1993     1994      1995

CONTINUING OPERATIONS:
 Interest paid, including
  amount capitalized                             $  249   $ 2,050    $  694
 Income taxes paid                                 --       8,761    30,102
 Debt incurred to purchase
  property and equipment                         10,513      --       3,200
 Common stock issued for
  purchase of land                                 --        --       4,238
 Accrued liabilities incurred to
  purchase property and equipment                  --        --       8,005
 Accrued liabilities relating to
  costs in excess of fair value
  of tangible assets acquired                      --        --      13,441
 Tax benefit related to exercise
  of non-qualified stock options                   --        --       2,643
 Debentures exchanged for common stock             908     4,650       --
 Debenture loan costs amortized into
  additional paid-in capital                        44       227       --
 Land transferred to joint venture                 --        167       --
 Unrealized loss on marketable
  securities, net of tax                           --        150       301

DISCONTINUED OPERATIONS:
 Interest paid                                       73       27       --
 Taxes paid                                          34      --        --
 Debt incurred to purchase property and equipment    57      --        --






          PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
63



1.   Summary of Significant Accounting Policies

     Basis of Presentation

      Players International, Inc. ("the Company") through  wholly
owned  subsidiaries operates three riverboat casinos and a  horse
racetrack facility.  Through another wholly owned subsidiary, the
Company  expects  to  open  a  land-based  hotel  and  casino  in
Mesquite,  Nevada  on  or  about July 1,  1995.   All  operations
include food and beverage facilities.  A retail gift shop is also
included in the operations of each casino.

      The  accompanying consolidated financial statements include
the  accounts  of the Company and its wholly owned  subsidiaries.
All  significant intercompany balances and transactions have been
eliminated in consolidation.

     Certain reclassifications have been made to the consolidated
financial  statements as previously presented to conform  to  the
current classifications.


     Cash and Cash Equivalents

      The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost which approximates
market value.


     Investments

      In  May,  1993,  the Financial Accounting  Standards  Board
issued Statement of Financial Accounting Standards No. 115 ("SFAS
115"),  "Accounting  for Certain  Investments in Debt and  Equity
Securities."  The Company  adopted the provisions of the
new  standard for investments held as of or acquired after  March
31,  1994.  Pursuant to SFAS 115, management has determined  that
the  Company's  marketable securities  should  be  classified  as
available-for-sale.   As  available-for-sale  investments,  these
securities  are  carried  at fair value  (previously  carried  at
amortized cost) and unrealized gains and losses are reported in a
separate  component of stockholders' equity.  The amortized  cost
of  investments is adjusted for amortization of premiums and  the
accretion  of  discounts  to  maturity.   Such  amortization   is
included  in  interest  income.  Realized gains  and  losses  are
included  in other income.  The cost of securities sold is  based
on the specific identification method.


     Revenues and Promotional Allowances

      Casino  revenues  are the net of gaming wins  less  losses.
Revenues  exclude  the retail value of complimentary  admissions,
food  and beverage and other items furnished to customers,  which
totaled approximately $141,000, $3,385,000 and $9,916,000 for the
years ended March 31, 1993, 1994 and 1995, respectively.

     The estimated costs of providing such complementary services
are   included  in  casino  costs  and  expenses  through  inter-
department allocations from the department granting the  services
as follows (dollars in thousands):

                                        1993      1994      1995

          Food and beverage          $   70     $ 1,398  $ 5,583
          Admissions                   --         1,548    2,848
          Other                          49         218      717

                                     $  119    $  3,164  $ 9,148


     Pre-opening and Gaming Development Costs

     The Company is currently pursuing expansion opportunities in
new gaming jurisdictions.  All pre-opening and gaming development
costs  are expensed as they are incurred except for the  cost  of
property and equipment which is capitalized.


     Inventories

      Inventories consisting of food, beverage and gift items are
stated at the lower of cost (first-in, first-out) or market.


     Depreciation and Amortization

     The Company computes depreciation for property and equipment
using  primarily  the  straight-line method  over  the  estimated
useful  life of the assets.  Amortization of leasehold  and  land
improvements is computed using the straight-line method over  the
lesser of the estimated useful life or lease term.

     The following estimated useful lives are used:

          Riverboat                               10 years
          Furniture, fixtures and equipment       5 to 7 years
          Building and improvements               10 to 20 years


     Intangibles

      Costs  in excess of fair value of tangible assets  acquired
are  recorded  as  intangibles on the  accompanying  consolidated
balance  sheets  and are being amortized using the  straight-line
method  over  15  years.   At  March 31,  1995  the  increase  in
intangibles of $37,531,000 primarily related to the purchase of a
riverboat.

      The  Company  periodically evaluates whether the  remaining
estimated useful life of intangibles may warrant revision or  the
remaining   balance  of  intangibles  may  not  be   recoverable,
generally based upon expectations of nondiscounted cash flows and
operating  income.   Based  on present operations  and  strategic
plans, the Company believes that no impairment of intangibles has
occurred.


     Per Share Amounts

      Per  share amounts have been computed based on the weighted
average   number   of  outstanding  shares   and   common   stock
equivalents,  if  dilutive, during each period.   All  per  share
amounts  and  shares outstanding reflect the 3-for-2 stock  split
declared  on  April 26, 1995 for stockholders of  record  at  the
close  of business on May 8, 1995.  For the year ended March  31,
1993, the effect of options and warrants was not considered since
they  were antidilutive.  A summary of the number of shares  used
in computing primary earnings per share follows:

                                        Year ended March 31,

                                      1993        1994      1995
     
Weighted average number of
  shares outstanding            13,042,500   23,669,400  27,233,000
Dilutive effect of options
  and warrants                       --       4,767,200    3,936,600
Shares used in computing
  primary earnings per share   13,042,500   28,436,600    31,169,600


      The  number  of  shares  used in  computing  fully  diluted
earnings per share for the year ended March 31, 1994 includes the
conversion of convertible debentures as of April 1, 1993.   Also,
net  income includes the elimination of interest expense  on  the
convertible  debentures of $116,000, net of tax.   Fully  diluted
earnings  per share reflect additional dilution related to  stock
options,  due to the use of the market price at the  end  of  the
period, when higher than the average price for the period.  As  a
result,  the  number  of shares used in computing  fully  diluted
earnings per share is as follows:

                                          Year ended March 31,

                                   1993        1994         1995

Weighted average number of
  shares outstanding          13,042,500     23,669,400   27,233,000
Dilutive effect of
  exchangeable debentures           --          550,600          --
Dilutive effect of options
  and warrants                      --        4,767,200    4,403,700
Shares used in computing
  fully diluted earnings
  per share                   13,042,500    28,987,200    31,636,700

2.   Marketable Securities

      All  marketable securities at March 31, 1994 and  1995  are
municipal  bonds.   The  following is  a  summary  of  marketable
securities as of March 31, 1994 and 1995 (dollars in thousands):

                                                  March 31,

                                           1994             1995

     Cost                               $ 63,844        $ 27,165
     Gross unrealized losses               (255)           (719)

     Estimated fair value               $ 63,589        $ 26,446

       The  gross  realized  gains  and  (losses)  on  marketable
securities  totaled  $136,000 and ($30,000) for  the  year  ended
March 31, 1995.  There were no realized gains or (losses) for the
years ended March 31, 1994 and 1993.

     The contractual maturities of marketable securities at March
31, 1995 were (dollars in thousands):


                                                     Estimated
                                      Cost           Fair Value

     Due in one year or less       $    --              $   --
     Due in one year  through
       five years                   $ 22,147           $ 21,552
     Due after five years          $   5,018          $   4,894

3.   Accrued Liabilities

      A summary of the accrued liabilities is as follows (dollars
in thousands):
                                                  March 31,
                                                1994        1995

     Medical insurance claims              $    618         $  842
     Chip and token liability                   245            322
     Accrued payroll and related expenses     3,074          3,253
     Accrued expenses                         5,940          7,197
     Current portion of liabilities
       related to the purchase of
       a riverboat                             --           15,416
                                           $  9,877        $27,030


4.   Property and Equipment

      A  summary of property and equipment, stated at cost is  as
follows:

                                                  March 31,
                                             1994       1995

       Land                             $    1,133 $   14,828
       Riverboat and barges                 22,798     44,607
       Furniture, fixtures and equipment    16,270     25,975
       Leasehold and land improvements      10,063     12,000
       Construction in progress                254     30,943
     
       Less -- accumulated depreciation
          and amortization                 (3,619)   (10,248)
     
                                          $ 46,899  $ 118,105



5.   Income Taxes

      Effective April 1, 1993, the Company changed its method  of
accounting  for  income  taxes from the deferred  method  to  the
liability  method required by FASB Statement No. 109, "Accounting
for  Income  Taxes".   As permitted under the  new  rules,  prior
years' financial statements have not been restated.

      The cumulative effect of adopting Statement 109 as of April
1, 1993 was to increase net income by $3,500,000.

      Deferred  income  taxes  reflect the  net  tax  effects  of
temporary  differences between the carrying amount of assets  and
liabilities for financial reporting purposes and the amounts used
for income tax purposes.  Significant components of the Company's
deferred tax assets and liabilities as of March 31, 1994 and 1995
are as follows (dollars in thousands):


                                                     March 31,

                                                   1994         1995

Deferred tax assets:
     Reserve for discontinued operations       $    689       $   607
     Pre-opening, development and other costs     3,696         4,422
     Unrealized loss on marketable securities        95           268
     Accrued liabilities and prepaid expenses      --           1,305
     Deferred revenue                               422           268
     Accrual of directors' option expense           674           558
          Total deferred tax assets               5,576         7,428

Deferred tax liabilities:
     Tax over book depreciation                     616         1,626
     Prepaid expenses                              --             394
     Other                                            7         1,120
          Total deferred tax liabilities            623         3,140

     Net deferred tax assets                    $ 4,953       $ 4,288


      Significant  components of the provision for  income  taxes
attributable to continuing operations are as follows (dollars  in
thousands):


                     Deferred Method           Liability Method
                     March 31, 1993      March 31, 1994   March 31, 1995
Current:
      Federal           $    --              $9,324             $23,263
     State                     34             2,004               4,451
     Total current             34            11,328              27,714

Deferred:
     Federal                 --               (873)                 (89)
     State                   --               (200)                  90
     Total deferred          --             (1,073)                   1
                          $    34          $ 10,255            $ 27,715


 The   reconciliation   of   income   tax   attributable   to   continuing
operations computed a  the  Federal  statutory   rates   to   income   tax
expense is:

                          Deferred Method             Liability Method
                          March 31, 1993     March 31, 1994   March  31, 1995

Federal statutory rate         (34%)                   35%               35%
State taxes on income,
  net of Federal income
  tax benefit                    1                       4                4
Losses producing no
  current tax benefit           32                      --              --
Tax exempt interest
  income  from
  municipal bonds                --                    (2)               (1)

Financial statement
  provision rate               (1%)                    37%               38%


6.   Other Long-Term Liabilities

  A  summary   of   other  long-term  liabilities  follows   (dollars   in
thousands):
                                                       March 31,
                                                  1994            1995

Long-term portion of liabilities
     related to purchase of a riverboat       $     --         $  2,400
Other                                                869            408

                                                $    869       $  2,808

7.   Long-Term Debt

  A  summary  of   long-term   debt   is   as   follows   (dollars   in
thousands):
                                                March 31,
                                        1994             1995

First Ships Mortgage, secured by a
 riverboat, interest at prime plus
 2 percent(8 percent at March 31,
 1994 and 1995) adjusted every 60
 months, payable in monthly
 installments of $49, due 2013        $  5,803         $  5,669

Note payable to Gem Gaming, Inc.,
 unsecured, interest at 9% per year,
 principal due the earlier of the
 opening of the Mesquite facility
 or December 31, 1995.                    --              3,200

Other                                      62               38

                                         5,865            8,907

Less  --  current portion               (154)           (3,375)

                                      $  5,711         $  5,532


       The   aggregate   annual   maturities  of   long-term   debt at March
31, 1995 are as follows (dollars in thousands):

                Year ending March 31:

                    1996                       $  3,375
                    1997                            164
                    1998                            169
                    1999                            184
                    2000                            199
                    Thereafter                    4,816

                                               $  8,907

8.   Stockholders' Equity

       In   July   1993,   the   Company  issued   7,499,250  shares of its
$.005   par   value  common  stock  in  a  public  offering.  The   price  to
the   public   was   $12.50   per  share.   Net  proceeds of the  offering,
after   deducting   all   associated  costs,   were   $86,238,400, or  $11.50
per newly issued share.


9.   Common Stock Options and Warrants

       The Company has four stock option  plans,  the   1985   Incentive
Stock Option   Plan   ("1985   Plan") for  employees    covering   600,000
shares   of   common   stock,  the  1990 Incentive Stock Option  and  Non-
Qualified    Option   Plan   covering   1,200,00   shares of common    stock
("1990   Plan"),   the   1993   Incentive  Stock   Option  and Non-Qualified
Option    Plan    covering   3,000,000   shares   of   common stock  ("1993
Plan"),    and    the     1994   Directors   Stock   Incentive Plan ("1994
Plan")    covering   900,000   shares    of   common   stock. As of  March
31,   1995,   the   Company   had   116,686,  495,375, 286,500 and   840,000
shares   available   for   issuance   in   connection  with future  stock
options    that    may    be    granted  under  the  1985   Plan, 1990 Plan,
1993    Plan    and   1994   Plan,    respectively. Options granted  are
generally   exercisable   between   three   and   ten years from date   of
grant.    The   following   is  a  summary  of  the 1985, 1990, 1993, and
1994 Plans:


                     1985       1990        1993       1994
                     Plan        Plan        Plan       Plan     Sub-total

Outstanding
  March 31, 1992    418,875        --         --        --      418,875
Granted              15,000     936,375       --        --      951,375
Exercised          (75,000)    (12,000)       --        --     (87,000)
Expired or
  canceled         (96,375)   (720,000)      --      --       (816,375)

Outstanding
  March 31, 1993    262,500     204,375       --        --      466,875
Granted                --       262,500    628,500      --      891,000
Exercised         (207,170)    (48,225)       --        --     (255,395)
Expired or
  canceled          (9,701)     (2,250)       --        --      (11,951)

Outstanding
  March 31, 1994     45,629     416,400    628,500      --    1,090,529
Granted                --       267,000  1,995,000    60,000  2,322,000
Exercised           (9,652)    (12,737)       --        --     (22,389)
Expired or
  canceled          (7,500)    (42,750)       --         --    (50,250)

Outstanding
  March 31, 1995     28,477     627,913  2,623,500    60,000   3,339,890

Exercisable at
  March 31, 1995     16,327     257,927    439,502      --      713,756


 In addition to the   foregoing  plans,  other   option   and   warrant
activity is listed below  including  total   for   all   plans   and   the
exercise price range per share:

                 Non-employee  Other                           Exercise Price
                  Directors    Options   Warrants     Total   Range  per share

Outstanding
  March 31, 1992     --      1,532,347       --      1,951,222    $0.33-$2.83
Granted              --       161,544   7,237,544    8,350,463    $1.19-$6.92
Exercised            --     (336,645)  (2,152,161)   (2,575,806)   $0.33-$3.00
Expired or
  canceled             --    (740,292)      --      (1,556,667)   $0.33-$2.50

Outstanding
  March 31, 1993       --     616,954   5,085,383   6,169,212    $0.33- $6.92
Granted            332,877      --         --       1,223,877    $6.25-$17.83
Exercised              --   (247,355)   (245,088)   (747,838)    $0.33-$4.13
Expired or
   canceled           --     (8,982)      --        (20,933)     $0.83-$11.17

Outstanding
   March 31, 1994  332,877   360,617   4,840,295   6,624,318     $0.33-$17.83
Granted              --        --        150,000   2,472,000     $11.50-$16.58
Exercised        (112,500) (142,857)  (2,740,295) (3,018,041)    $0.33-$11.17
Expired or
   canceled         --       (260)         --       (50,510)     $0.83-$17.83

Outstanding
 March 31,1995   220,377   217,500     2,250,000   6,027,767    $0.67-$17.83

Exercisable at
 March 31, 1995  220,377   217,500     1,612,50    2,764,133

       On   June   23,   1992,   a   subsidiary   of   the   Company   sold   to
accredited investors     15     percent     series     A&B     exchangeable
debentures with a   face  value  of  $5,815,000,   due   April   14,   1997.
In   addition, 4,750,650 warrants  to   purchase   common   stock   of   the
Company were issued. The   debentures   were   exchangeable   for   common
stock of   the Company at  the  rate  of  417  shares   of   common   
stock   per $1,000   face   value   of   debt.    The   Company   called  
all   outstanding debentures    for    redemption   on   June   28,   1993.
These    debentures were    exchanged    for    2,028,750   shares   of   
the    Company's    common stock.  The  warrants were  fully exercised prior 
to their expiration on February 23, 1995.

    Under    a   contract   with   a   spokesperson   for   the   riverboats
through December 31, 1996,   the   Company   issued   2,100,000   warrants
to    purchase common stock   of   the   Company.    The   warrants,   which
vest   at   25%   per year beginning  January  1,  1993,   are   exercisable
at $2.67 per warrant.

10.  Employee Benefit Plans

  The Company   has   a   defined   contribution   plan   that   provides
retirement benefits for    eligible    employees.    Eligible    employees
may   elect to participate   by   contributing   a   percentage   of   their
pre-tax earnings    to   the   plan.    Employee   contributions    to    the
plan, up to certain  limits,  are  matched  at  25%   by   the   employer.
The    expense for  the   Company's   defined   contribution    plan    was
$224,000 for the  fiscal  year  ended  March  31,  1995.   There   were   no
employer contributions in the prior  years.

11.  Commitments and Contingencies

 The   Company   leases   office   space,   land   and   equipment   under
operating leases expiring at various dates through December 2011.

  The    minimum    annual    payments    under    noncancelable    lease
agreements at  March    31,   1995   are    as    follows    (dollars    in
thousands):

                Year ending March 31:

                    1996                        $ 2,180
                    1997                            963
                    1998                            766
                    1999                            440
                    2000                              7
                    Thereafter                       80
                                                $ 4,436

   A    lease   agreement   for   one   of   the   Company's   subsidiaries
provided for contingent   payments  based   on   either   the   greater   of
the   annual minimum rent  or  the  calculated  rent   based   on   adjusted
passenger   admission. Rent expense   for   all   operating   leases    was
as follows (dollars in thousands):
                                        Years ended March 31,

                                1993       1994           1995

     Minimum rentals          $ 606        $ 869        $ 2,213
     Contingent payments        --          662           3,236
     
                              $ 606     $  1,531       $  5,449

   For   the  fiscal   years  ended  March  31,1994  and   1995,   $203,000
and   $101,000, respectively, of  rent   expense   is   included   in   pre-
opening and gaming  development    costs    in    the     accompanying
consolidated statements of operations.

  In   1994,   the   Company   began   construction   of   a   land   based
casino in   Mesquite, Nevada.    The  total   cost   of   the   project   is
approximately $75-80   million.    Costs   incurred   through    March    31,
1995 were approximately   $44  million.   The   project   is   expected   to
open on or about July 1, 1995.

  The   Company is   a   defendant   in   various   lawsuits.    In   the
opinion of management   and   counsel,  the   outcome   of   these   matters
will not have   a   material  adverse  effect  on  the  Company's   business
or results of operations.

12.  Transactions with Related Parties

  A law   firm   performed  legal  services  for   the   Company   during
the fiscal years ended March  31,  1993,  1994  and  1995  for   which   it
was paid fees   in   the   aggregate  amount  of  $240,000,   $955,000   and
$1,293,000, respectively. The   President   of   the   Company    was    a
partner of the firm through May 1993.

 A member   of   the  board  of  directors  was  paid   $70,000   during
the year ended   March   31,   1995   in   consideration   for   consulting
services rendered.

  The Company   purchases  promotional  items  from   a   company   owned
by certain directors   and  stockholders  of  the   Company.    During   the
years ended March 31,   1993,   1994   and   1995,   the   Company    paid
$98,000, $79,000 and $306,000, respectively, for such materials.

 In   June   1992,  the  Company  sold  $2,250,000  face  value   of   the
15% series A   exchangeable   debentures  to   The   Griffin   Group,   Inc.
(Griffin) (see  Note    9).    One   of   the   affiliates    of    Griffin
acquired $150,000 face   value   of   debentures   and   779,100   of    the
detachable warrants from   Griffin.   Subsequent   to   this   purchase,   a
representative of Griffin,   became   a   member   of    the    Board    of
Directors of the Company.   In  December  1992,   Griffin   entered   into
a contract under   which   Mr.   Merv  Griffin   became   the   spokesperson
for the   Company's   riverboats   (see   Note   9).    In   February   1993,
Griffin and its    affiliates    exercised    622,950    and     107,550,
respectively, of the   warrants   attached   to   the    debentures    and
became stockholders of the Company.

13.  Discontinued Operations

 In   fiscal   year   1993  the  Board  of  Directors   of   the   Company
approved a plan   to  concentrate  its  efforts  on  the   development   and
operation of   riverboat   casinos   and   to   discontinue   its   marketing
of various services   and   products   related   to   gaming,   travel   and
entertainment industries. The  discontinued     operations     include
the     services and products    of    Players    Club     International,
International Gaming   Promotions, Players   World    Travel,    the    900
Game Show Network and its cash advance services.

 In July 1993, the   Company   sold   substantially   all   of   its
assets relating to   (i)   its   Players   Club   membership   club,   which
provides discount     and    other    benefits    to     individuals     who
participate in recreational   gaming,   and   (ii)   its   Players    World
Travel travel agency,   to   Privilege   Players    Club    Group,    Inc.
("Privilege Players"), as    assignee    of     Winners     Entertainment
Group, Inc. In  consideration  of  the  sale  of  the  Players   Club   and
Players World Travel   assets   the   Company   received   $350,000    cash
and  Privilege Players    assumed   certain   liabilities    relating    to
such assets.

  The   consolidated   financial   statements   report   separately    the
operating results and   cash   flows   of   the   discontinued   operations.
There was no operating   or  cash  flow  activity   resulting   from   the
discontinued operations  for   the   year    ended    March    31,    1995.
Summary operating results of the   discontinued   operations   are    as
follows (dollars in thousands):

                                        Year ended March 31,
 
                                          1993            1994

Revenues                              $ 14,640           $ 3,360
Costs and expenses                      20,711             4,376
Loss before provision for income
     taxes and loss on disposition
     of discontinued operations        (6,071)           (1,016)
Provision for income taxes                --                --
Loss before loss on disposition of
     discontinued operations           (6,071)           (1,016)
     Loss on disposition of
     discontinued operations             (960)              --
     Net loss                        $ (7,031)         $ (1,016)



  The   net   loss  from  discontinued  operations  for  the   year   ended
March 31, 1994,   had  been  previously  provided  for  and   reflected   on
the   March 31,  1993   financial  statements  as   a   net   liability   for
discontinued operations. The   significant   components    of    the    net
effect of discontinued   operations   on   cash   flows   from   operating
activities are as follows (dollars in thousands):

                                         Year ended March 31,
                                         1993         1994

Net loss                              $ (7,031)    $ (1,016)
Issuance of common stock
     under contract settlement            2,284         --
Amortization of deferred membership
     acquisition costs                    5,756         --
Payment of deferred membership
     acquisition costs                  (3,874)         --
Other                                       550          163
Changes in net liability of
     discontinued operations              (556)      (1,969)
                                     $  (2,871)   $  (2,822)

  There  were   no   significant  components  of   the   net   effect   of
discontinued  operations  on    cash    flows    from     investing     and
financing activities.


14.  Subsequent Events

  On   April   17,   1995,   the  Company  issued  $150,000,000   aggregate
principal amount of   10-7/8%  Senior  Notes  due   to   mature   on   April
15,   2005. Interest is  payable  in  cash  semi-annually   on   April   15
and   October 15 commencing   October  15,  1995.    The   Company   intends
to use the net proceeds for future expansion and development.

  On April   26,  1995,  the  Board  of  Directors  declared  a   3-for-2
stock split for   stockholders  of  record  at   the   close   of   business
on    May 8, 1995.    All   references   to   share   data    have    been
retroactively restated to reflect this split.

EX-10.37

     [DESCRIPTION]  AGREEMENT FOR SALE OF PARTNERSHIP INTERESTS


                             AGREEMENT FOR SALE OF
                             PARTNERSHIP INTERESTS

     THIS AGREEMENT, made and entered into as of the ___ day of March, 1995, by
and among LAKE PONTCHARTRAIN SHOWBOAT, INC., a Nevada corporation ("LPS"),
SHOWBOAT LOUISIANA, INC., a Nevada corporation ("SLI") (LPS and SLI are
sometimes collectively referred to as "Sellers") and SHOWBOAT, INC., a Nevada
corporation ("SBO") and PLAYERS RIVERBOAT, LLC, a Louisiana limited liability
company ("PRL"), PLAYERS RIVERBOAT MANAGEMENT, INC., a Nevada Corporation
("PRM"), and PLAYERS INTERNATIONAL, INC., a Nevada corporation ("Players") (PRL,
PRM and Players are sometimes collectively referred to as the "Players
Parties").

                                   BACKGROUND

     A. LPS and SLI are the sole partners of Showboat Star Partnership (the
"Partnership"). The Partnership owns a riverboat casino, with all inventory,
fixtures, furniture and equipment, including gaming equipment, known as the
"Star Casino" (the "Casino") which it operated under a Certificate of Final
Approval for Riverboat Gaming Operations (the "Operating Certificate") from the
Louisiana Riverboat Gaming Commission (the "Gaming Commission") and a Riverboat
Operator's License (the "Riverboat License" and together with the Operating
Certificate herein the "Gaming Authorizations") issued by Louisiana Department
of Public Safety and Corrections, Office of the State Police, Riverboat Gaming
Enforcement Division (the "State Police" and together with the Gaming Commission
herein the "Louisiana Gaming Authorities").

     B. Players, LPS and SLI have agreed to the general terms of a purchase and
sale of the partnership interests (the "Interests") of LPS and SLI in the
Partnership, pursuant to the terms laid out in that certain letter agreement
dated January 25, 1995, addressed to Players, and signed or acknowledged by the
Partnership, LPS, SLI, Players and Showboat (the "Preliminary Agreement"). This
Agreement shall constitute one of the Definitive Agreements contemplated by the
Preliminary Agreement.

     C. Sellers desire to transfer to Players or its designees, and Players has
designated PRL and PRM ("Buyers") to take and accept from Sellers, the Interests
of Sellers, free and clear of all liabilities, liens, mortgages, encumbrances
and any and all other claims to or upon the Interests or any and all assets of
the Partnership, all upon the terms and conditions more specifically set forth
in this Agreement.

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

          Incorporation of Background Preambles. The background preambles set
forth above are incorporated herein by this reference.

          Transfer of Partnership Interests. Sellers do hereby agree to sell,
assign, transfer and set over unto Buyers, and at Closing, Buyers do hereby



agree to take and accept from Sellers, Sellers' Interests and all of Sellers'
right, title and interest as partner or otherwise, in and to the Partnership and
each and every of its assets, including, but not limited to the Casino and all
rights of the Partnership in and to all trademarks, tradenames and other
intellectual property of the Partnership, including but not limited to the name
"Star Casino" (the "Casino's Name"). Notwithstanding the foregoing, Buyers shall
have no interest in, nor shall Sellers sell, assign, transfer or set over unto
Buyers, any of the following:

          (a) all bank accounts, or cash and cash equivalents held by the
Partnership except that the Partnership shall retain all coins currently located
on the Casino, for which Sellers shall receive a credit at Closing in the amount
of $417,388.50;

          (b) all accounts receivable of the Partnership all of which shall be
assigned to Sellers by the Partnership as of the date of Closing;

          (c) original books and records of the Partnership, provided, however,
Buyers shall have access to the original books and records during business hours
upon written request if such review is necessary in connection with an audit by
any governmental entity having jurisdiction over the operations of the
Partnership. Sellers shall have the continuing obligation to maintain the
referenced books and records of the Partnership in such condition and for such
periods of time as may be required by any governmental entity having
jurisdiction over the operations of the Partnership;

          (d) deposits, referred claims, deferred charges and prepaid expenses,
for which Sellers, to the extent not already provided for herein, shall receive
a credit at Closing;

          (e) insurance policies and rights thereunder as of the date of Closing
all of which shall be assigned to Sellers by the Partnership as of the date of
Closing;

          (f) choses in action, claims and litigation relating to same, all of
which shall be assigned to Sellers by the Partnership as of the date of Closing;

          (g) any trademark utilized or owned by SBO; and

          (h) any items of inventory of the Partnership which are ordered but
undelivered as of the date of Closing, it being the intent of the parties that
such items of inventory be available for purchase by the Partnership should the
Partnership determine that such items of inventory can be used in the operations
of the Partnership.

                                       2



To the extent applicable, the Partnership may make distributions of any of the
foregoing to Sellers prior to Closing. Sellers' Interests shall be separately
transferred to and allocated among Buyers as more particularly set forth in
Section 5, below.

          Purchase Price. Buyers shall pay to Sellers, and Sellers shall accept
from Buyers, the sum of $52,000,000.00 as the full and complete purchase price
for Sellers' Interests, which purchase price shall be paid to Sellers in the
following manner, and subject to adjustment as provided elsewhere in this
Agreement:

          (a) Buyers shall pay to Sellers $42,000,000.00 in immediately
available funds at the closing of the transaction contemplated hereby
("Closing").

          (b) Buyers shall pay to Sellers $10,000,000.00 in immediately
available funds on or before April 7, 1995.

          (c) The $52,000,000.00 purchase price shall be allocated among Sellers
as follows:

          (1) $51,500,000.00 to SLI; and

          (2) $500,000.00 to LPS.

          Effect of Transfer. It is acknowledged and agreed by and among the
parties hereto that the transactions contemplated by this Agreement involve the
transfer of Sellers' Interests; that from and after the date of Closing Buyers,
or some representative of Buyers shall be the sole partners of the Partnership,
for all purposes; and that upon transfer of the Interests to Buyers as herein
provided the Partnership shall continue its existence.

          Respective Interests. Upon the consummation of the transaction
contemplated hereunder, Buyers shall have and possess separate Interests in the
Partnership as set forth in the following chart:

          BUYERS                                      INTEREST

          Players Riverboat, LLC                      ninety-nine percent (99%)

          Players Riverboat Management, Inc.          one percent (1%)

                                       3



          Closing Deliveries.

          (a) Closing shall take place in accordance with the provisions of
Section 9 hereof.

          (b) At Closing, Sellers shall deliver to Buyers valid and duly
executed instruments of assignment of the Interests of Sellers.

          (c) At Closing, Buyers shall deliver to Sellers the following items:

               (1) $42,000,000.00 in immediately available funds, and the
balance of $10,000,000.00 in immediately available funds on or before April 7,
1995;

               (2) Valid and duly executed instruments of assignment of (i) the
accounts receivable of the Partnership as of the date of Closing, (ii) any
insurance policies and rights thereunder of the Partnership as of the date of
Closing, and (iii) any choses in action, claims and litigation relating to same
of the Partnership as of the date of Closing.

          (d) The parties hereto agree to execute and deliver to each other at
Closing such other documents as are necessary to evidence or effectuate the
transfer of Sellers' Interests to Buyers, including, without limitation, an
amendment to the Partnership Agreement governing the affairs of the Partnership.

     7. Representations and Warranties of Sellers. Sellers hereby make the
following representations and warranties to the Players Parties, each of which
Sellers acknowledge is material and relied upon by the Players Parties, and each
of which shall be true and correct in all material respects at the time of
execution of this Agreement and as of Closing as if then made:

          (a) Ownership. Sellers are the record and beneficial owners of the
Interests with full power and authority to vote, transfer and otherwise dispose
of the Interests. Such Interests represent 100% of the interests in the
Partnership and are held free and clear of all liens, encumbrances, equities,
options or claims of third parties. There are no agreements or understandings
between Sellers and any other person with respect to the voting, sale or other
disposition of the Interests or any other matter relating thereto. Sellers have
the right, power, and authority to enter into, be bound by and perform their
obligations under this Agreement, including without limitation, the right,
power, and authority to sell the Interests as set forth herein.

          (b) Validity of Agreement. This Agreement constitutes the valid and

                                       4



binding obligation of Sellers and is enforceable in accordance with its terms
against each of them, subject, however, to any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in
effect affecting generally the enforcement of creditors' rights and remedies,
and to general principles of equity.

          (c) Consents and Approvals. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
violate, result in a breach of any of the terms or provisions of, constitute a
default under or conflict with any agreement, indenture or other instrument to
which any of Sellers or the Partnership is a party or by which any of them is
bound, any judgment, decree, order or award of any court, governmental body or
arbitrator applicable to Sellers, the Partnership or the Interests, or any law,
rule or regulation applicable to Sellers, the Partnership or the Interests.
Sellers have already made all declarations, filings and registrations with, and
have obtained all consents, approvals or authorizations of, any governmental or
regulatory authority (including but not limited to the Louisiana Gaming
Authorities) or any other person (either governmental or private), required in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.

          (d) Organization and Good Standing. The Partnership is duly organized
and validly existing general partnership, under the laws of the State of
Louisiana with all required and appropriate licenses, certificates and
registrations under the laws of the appropriate jurisdictions and has all
requisite power and authority to own, lease or operate its properties and assets
and to conduct its business as presently conducted. All documents required to be
filed with or delivered to the Secretary of State of the respective
jurisdictions in respect of the Partnership have been properly filed or
delivered, and the Partnership is duly qualified to do business in those
jurisdictions in which the nature of the operations or business conducted by it
requires such qualification. True, correct and complete copies of the
Partnership Agreement, with all amendments through the date hereof (the
"Partnership Agreement") are attached hereto as Exhibit "B", and made a part
hereof. The Partnership Agreement shall not be amended further without the prior
written consent of Players which consent shall not be unreasonably withheld.

          (e) No Other Interests. There are no options or, except pursuant to
this Agreement, other rights presently outstanding to purchase any interest in
the Partnership. There is no liability or indebtedness for dividends or other
distributions declared or accumulated but unpaid with respect to any interest in
the Partnership. The Interests represent all of Sellers' right, title and
interest in any equity or other rights in the Partnership, and no party other
than Sellers' own any record or beneficial interest in the Partnership.

                                       5



          (f) Financial Wherewithal. Sellers and SBO have the financial capacity
and ability to support the indemnities provided to Buyers in Section 10(a)
hereof.

          (g) Absence of Certain Changes. Since January 1, 1995, there has not
occurred, nor do Sellers have knowledge of any present circumstances likely to
give rise in the future to, the following:

               (i) Any material adverse change in the results of operations,
assets, condition (financial or otherwise), liabilities, earnings, contractual
or trading position, business or prospects of the Partnership other than the
closure of the Casino which occurred effective January 20, 1995, the reopening
of the Casino effective January 27, 1995 and the subsequent closure of the
Casino on March 9, 1995;

               (ii) Any sale or transfer of any of the assets or property of the
Partnership which assets or property have not been specifically excluded from
the transaction contemplated hereby or transferred to Belle of Orleans, L.L.C.
pursuant to that certain Purchase and Sale Agreement dated January 4, 1995,
whether tangible or intangible, or any cancellation of debt, except sales of
inventory in the ordinary course of business;

               (iii) Any damage, destruction or loss (whether or not covered by
insurance) which has or may have a material adverse effect on the assets,
condition (financial or otherwise), business or prospects of the Partnership;

               (iv) Any declaration, setting aside or payment of any
distribution by the Partnership of money or any assets of any kind with respect
to any interest in the Partnership except as provided for in Section 2 of this
Agreement;

               (v) Any material amendment or modification of any Contract (as
defined in subsection 7(l) hereof) or termination of any agreement which would
have been a Contract were it in existence on the date hereof;

               (vi) Any material alteration in the manner of keeping the books,
accounts or records of the Partnership or in the accounting practices therein
reflected;

               (vii) Any issuance, delivery or transfer of any interests in the
Partnership or the granting of any options or rights to purchase any interests
in the Partnership, or the borrowing of any funds by the Partnership other than
the purchase of certain interests in the Partnership by LPS and SLI from prior
minority partners in the Partnership;

                                       6



               (viii) Any mortgage, pledge, lien, charge or other encumbrances
of any of the assets of the Partnership, whether tangible or intangible other
than inchoate liens arising by operation of maritime law;

               (ix) Any capital expenditures, except in the ordinary course of
business;

               (x) Any transaction by the Partnership, whether or not covered by
the foregoing, not in the ordinary course of business other than the
distribution of cash receivables and certain liabilities to Sellers immediately
preceding Closing in accordance with Section 2 hereof; or

               (xi) Any other event or condition specifically and directly
involving the assets or business operations of the Partnership which was or may
have a material adverse effect on the assets, condition (financial or otherwise)
or business of the Partnership.

          (h) Real Property and Leaseholds. The Partnership owns no real
property. Exhibit "E" attached hereto and made a part hereof includes a complete
copy of the leases of each parcel of real property leased or subleased to or by,
or used in the business of the Partnership. Except as indicated in such
description:

               (i) The Partnership is not in default with respect to any
material term or condition of any such lease, nor has any event occurred which
through the passage of time, or the giving of notice, or both, would constitute
a default thereunder by the Partnership or would cause the acceleration of any
obligation of the Partnership or the creation of a lien or encumbrance upon any
asset of the Partnership;

               (ii) To the best of Sellers' knowledge, all improvements of the
real estate leased to or used by the Partnership conform to all applicable
federal and state environmental laws, rules and regulations, including but not
limited to all laws, rules and regulations relating to the creation, use,
treatment, storage and disposal of any hazardous materials. There has been no
notice received by the Partnership relating to violations of or non-compliance
with any such laws, rules or regulations.

          (i) Tangible Personal Property. Exhibit "F" attached hereto and made a
part hereof is a description of: (i) the Casino, and each item of other tangible
personal property owned by the Partnership having on the date hereof either a

                                       7



depreciated book value or estimated fair market value per unit in excess of
$2,500.00, or not owned by the Partnership but in the possession of or used in
the business of the Partnership and requiring rental or lease payments therefor
in excess of $2,500.00 per year; (ii) a description of the owner of, and any
agreement relating to the use of, each item of tangible personal property not
owned by the Partnership and the circumstances under which such property is
used; and (iii) the location of the foregoing. Except as indicated in such
description:

               (i) The Partnership is and at all times has been the sole owner
of, and it now has good and marketable title to, the Casino and each item of
such other tangible personal property, free and clear of all liens (other than
those set forth in the Financial Statements and inchoate liens created by
operation of maritime law), leases, encumbrances, equities, conditional sales
contracts, security interests, charges and restrictions. Prior to Closing, the
Partnership will satisfy certain claims under bailment and storage agreements in
the approximate amount of $40,000.00. True and correct copies of the
Partnership's (A) Certificate of Documentation, (B) Certificate of Ownership
Vessel and (C) Certificate of Inspection, each relating to the Casino, are
attached hereto and made a part hereof as Exhibit "G".

               (ii) No officer, director stockholder or employee of the
Partnership, or Sellers, or any spouse, child, relative or affiliate thereof,
owns directly or indirectly, in whole or in part, any of the items of tangible
personal property described;

               (iii) There is no tangible personal property used by the
Partnership that is not owned by it other than such equipment as may have been
leased from Belle of Orleans, L.L.C.;

               (iv) The Partnership owns or otherwise has the right to use all
of the tangible personal properties now used by them in the operation of its
business or the use of which is necessary for the performance of any Contract,
letter of intent or proposal to which they are parties.

               (v) The Partnership has all licenses, permits, approvals and
authorizations, including but not limited to U.S. Coast Guard and Louisiana
State licenses, permits, approvals and authorizations (the "Operating Permits")
required for it to operate the Casino along a defined route in Lake
Pontchartrain, Louisiana. True and correct copies of the Operating Permits are
attached hereto and made a part hereof as Exhibit "H". There are no notices of
violation or conditions requiring correction or other attention by the
Partnership in connection with the Operating Permits.

                                       8



          (j) Intangible Personal Property. To the best of Sellers' knowledge,
there are no (i) items of intangible personal property owned by, or used in the
business of, the Partnership, including, but not limited to, trade names,
trademarks, service marks, service names, trade name and trademark
registrations, other than the name of the Partnership and the Casino's Name (the
"Names"), or (ii) licenses, authorizations or similar agreements or arrangements
as to which the Partnership is a party either as licensee or licensor as to any
item of intangible personal property, other than the Gaming Authorizations and
the Operating Permits. The Gaming Authorizations and the Operating Permits are
in full force and effect without challenge to its use by the Partnership having
been filed by the issuing authorities or any other party.

          (k) Inventories. The Partnership has good and marketable title to its
inventories, free and clear of all claims, liens (other than those securing
obligations set forth in the Financial Statements), charges, encumbrances and
rights of third parties. The inventories of the Partnership are salable in the
ordinary course of business without discount from the prices generally charged,
except that certain logo-bearing gift shop items have been sold at a discount to
the general public.

          (l) Contracts. Attached hereto as Exhibit "I" and made a part hereof
is a complete list of all unexpired contracts and leases of personal property to
which the Partnership is a party or which affect the Partnership's business or
assets having an unexpired value of TWO THOUSAND FIVE HUNDRED ($2,500.00)
DOLLARS or more or containing unexpired warranties. Prior to the date hereof,
Sellers have delivered or have caused the Partnership to deliver to Buyers true,
complete and accurate copies of all such contracts and/or leases (the
"Contracts"). All of the Contracts are in full force and effect, are valid and
binding and are enforceable in accordance with their terms, and Sellers have not
received and have no knowledge of any notice of default or violation of such
Contracts. There are no liabilities of any party to any Contract (including the
Partnership) arising from any breach or default of any provision thereof and, no
event has occurred which with the passage of time or the giving of notice or
both would constitute a breach or default by any party thereto. The Partnership
is not a party to, nor is it bound by, any agreement which is or could be
materially adverse to its assets, condition (financial or otherwise), business
or prospects or which requires or will require future expenditures (including
internal costs and overhead) in excess of reasonably anticipated receipts. The
Partnership is not in default in any loans or other obligations to any lending
institution. The Partnership has terminated its previously existing agreement
with LPS for management of the Casino by LPS.

          (m) Labor and Employment Issues. Attached hereto as Exhibit "J" and
made a part hereof is a complete list of: (i) each labor or employment agreement

                                       9



to which the Partnership is a party or by which it is bound; (ii) each
employment profit sharing, stock option, stock purchase, deferred compensation,
bonus, pension, retainer, consulting, retirement, health, welfare, incentive
plan or contract or similar agreement to which the Partnership is a party or by
which it either is or may be bound; (iii) each plan and agreement under which
"fringe benefits" (including, but not limited to, vacation plans or programs,
sick leave plans or programs, dental or medical plans or programs and related or
similar benefits) are afforded to an employee of the Partnership; and (iv) the
name, job description, salary and fringe benefits of each employee, agent, or
consultant of the Partnership. Prior to the date of this Agreement, Sellers have
delivered or have caused the Partnership to deliver to Buyers true, complete and
accurate copies of all such labor or employment agreements and plans (the "Labor
and Employment Agreements and Plans"). The Partnership has complied in all
material respects with all applicable laws, rules and regulations relating to
(i) the employment of labor, including, without limitation, those related to
wages, hours, collective bargaining and the payment and withholding of taxes and
other sums as required by appropriate governmental authorities, and (ii) the
closure of the Casino, notice of which was given to all employees on January 20,
1995, and reissued February 10, 1995 as required by the Federal Worker
Adjustment and Retaining Notification Act ("WARN").

          (n) Absence of Certain Business Practices. Neither Sellers, any
affiliate of Sellers, the Partnership, any officer, employee or agent of Sellers
or the Partnership, nor any other person acting on their behalf, has, directly
or indirectly, given or agreed to give any gift or similar benefit to any
customer, supplier, competitor or governmental employee or official which would
subject the Partnership to any damage or penalty in any civil, criminal or
governmental litigation or proceeding or which would have a material adverse
effect on the assets, condition (financial or otherwise), business or prospects
of the Partnership.

          (o) Compliance with Laws. To the best knowledge and belief of Sellers,
the Partnership's business at all times has been conducted in full compliance
with all applicable laws, rules, regulations and ordinances and all judgments
and orders of any court, arbitrator or governmental authority applicable to the
Partnership, including, without limitation, any of the foregoing related to
gaming, taxation and employment, and Sellers and the Partnership have received
no notices of violations of any applicable laws, rules, regulations, ordinances,
judgments or orders other than those notices from the State Police and District
Attorney generally regarding dockside operation of the Casino with which Buyers
are familiar. Notwithstanding the foregoing, Buyers and Sellers acknowledge the
Partnership's payment of fines from time to time for various minor regulatory
infractions.

                                       10



          (p) Litigation. There is no legal, administrative, arbitration or
other proceeding or claim, or any governmental investigation, pending or
threatened against or otherwise affecting the Partnership or any of its assets,
and there is no basis for any such proceeding or investigation, except as set
forth in Exhibit "K". Such matters, whether disclosed or undisclosed by Sellers
shall be referred to herein as "Pending or Threatened Litigation".

          (q) Taxes.

               (i) Within the times and in the manner prescribed by law, and to
the best of Sellers' knowledge, the Partnership has paid all taxes and
assessments required by law with respect to any jurisdiction empowered to levy
taxes upon it, and has filed all tax returns required by any such jurisdiction.

               (ii) To the best of Sellers' knowledge, all tax returns filed by
the Partnership for previous taxable years constitute complete and accurate
representations of its tax liabilities for such years and accurately set forth
all items (to the extent required by law to be included or reflected in such
returns) relevant to its future tax liabilities, including the tax basis of its
properties and assets. In the event that a federal or state taxing authority
issues an assessment which benefits the Partnership for any period in which
either of Sellers owned a partnership interest in the Partnership, Buyers shall
notify in writing Sellers of such assessment within fifteen (15) days of notice
of such assessment by the taxing authority in order for Sellers to amend their
respective tax returns.

               (iii) The Partnership has not waived or extended any applicable
statute of limitations relating to the assessment of taxes.

               (iv) Sellers are not aware of and have not received any notices
or other communication regarding examinations or disputes with respect to tax
returns of the Partnership, and to the best knowledge of Sellers, no such
examination or dispute is threatened.

          (r) Insurance. The Partnership has policies of fire, liability and
other insurance insuring it against the risks of loss arising out of or related
to its assets and business as listed and described on Exhibit "L" attached
hereto and made a part hereof, setting forth the coverages, carriers and
expiration dates involved. All such policies and coverages will be outstanding
and duly in force at Closing and the amounts of such insurance, in the
aggregate, are adequate to cover the replacement cost of the Partnership's
tangible and personal property if all claims of the Partnership were to be
approved by the respective insurance companies. There are no outstanding

                                       11



requirements or recommendations by an insurance company that issued any such
policy or other similar body or governmental entity requiring or recommending
any changes in the conduct of the business of, or any repairs or other work to
be done or with respect to the properties or assets of, the Partnership. Sellers
shall cancel such policies of insurance as of the date and time of Closing, and
shall be entitled to a credit at Closing for any unused premium returned to the
Partnership on account of such policies.

          (s) No Powers of Attorney or Suretyships. The Partnership has not
granted any general or special power of attorney. The Partnership has no
obligation or liability (whether actual, contingent or otherwise) as guarantor,
surety, co-signor, endorser, co-maker, indemnitor or obligor in respect of the
obligation of any person, corporation, partnership, joint venture, association,
organization or other entity.

          (t) Progressive Slot Machines. Sellers shall be liable to Buyers for
the outstanding jackpot amounts of any and all progressive slot machines located
at the Casino ("Machines") prior to Closing (the "Progressive Slot Machine
Obligations"). As of the date of Closing the Progressive Slot Machine
Obligations equal $51,572.97. The Progressive Slot Machine Obligations shall be
subject to adjustment based on the final audit of such obligations conducted by
the State Police. Buyers shall receive a credit at Closing to provide for
Sellers' satisfaction of the Progressive Slot Machine Obligations. Exhibit "M"
attached hereto and made a part hereof sets forth a true and complete list of
each of the Machines located at the Casino, and the amount of each outstanding
progressive jackpot that has accrued on each such Machine. Exhibit "M" shall be
updated as of the date of Closing.

          (u) No Brokerage Fees. No broker or finder has acted for Sellers in
connection with this Agreement or the transactions contemplated hereby, and no
broker or finder is entitled to any brokerage or finder's fee or other
commission from or through Sellers in respect of this Agreement or any such
transactions.

          (v) Special Knowledge. Sellers have no knowledge of any fact or
information which may or does materially and adversely affect the assets,
condition (financial or otherwise), business or prospects of the Partnership
which has not been disclosed in writing to Buyers by Sellers prior to the date
of this Agreement or in this Agreement and/or Exhibits hereto.

          (w) Disclosure. The documents and written disclosures required to be
provided by Sellers to Buyers pursuant to this Agreement do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated herein or therein or necessary to make the statements of facts
contained herein or therein, in light of the circumstances in which they are
made, not false or misleading.

                                       12



          (x) Definition of Best Knowledge. In each case where a representation
or warranty is being given herein to the best knowledge of Sellers, such
representation or warranty shall be based on reasonable inquiry and diligence by
Sellers, and Sellers shall be held to have knowledge of those facts which they
should reasonably have known by the fact of their position as general partners
of the Partnership and the fact of the position of their officers as managers of
the business of the Partnership.

     8. Representations and Warranties of Buyers. The Players Parties hereby
make the following representations and warranties to Sellers, each of which the
Players Parties acknowledge is material and relied upon by Sellers and each of
which shall be true and correct in all material respects at the time of
execution of this Agreement and as of the Closing as if then made:

          (a) Authorization and Validity of Agreement. The Players Parties all
have the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. This Agreement constitutes the
valid and binding obligation of the Players Parties and is enforceable in
accordance with its terms against each of them except as such terms may be
modified by a bankruptcy court or a court of equity.

          (b) No Brokerage Fees. No Broker or finder has acted for the Players
Parties in connection with this Agreement or the transactions contemplated
hereby, and no broker or finder is entitled to any brokerage or finder's fee or
other commission from or through the Players Parties in respect of this
Agreement or any such transactions.

          (c) Valuation of Interests. The Players Parties have made their own
evaluation of the Interests and have not relied upon any other statements or
information of Sellers in determining such value other than the information set
forth herein and in the exhibits hereto.

          (d) Financial Wherewithal. The Players Parties have the financial
capacity and ability to pay the full purchase price to Sellers.

          (e) Consents and Approvals. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
violate, result in a breach of any of the terms or provisions of, constitute a
default under or conflict with any agreement, indenture or other instrument to
which any of Buyers is a party or by which any of them is bound, any judgment,

                                       13



decree, order or award of any court, governmental body or arbitrator applicable
to Buyers, the Partnership or the Interests, or any law, rule or regulation
applicable to Buyers, the Partnership or the Interests. Buyers have already made
all declarations, filings and registrations with, and have obtained all
consents, approvals or authorizations of, any governmental or regulatory
authority (including but not limited to the Louisiana Gaming Authorities) or any
other person (either governmental or private), required in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

          (f) Organization and Good Standing. PRL is a duly organized and
validly existing limited liability company, under the laws of the State of
Louisiana and PRM is a duly organized and validly existing corporation, under
the laws of the State of Nevada, each with all required and appropriate
licenses, certificates and registrations under the laws of the appropriate
jurisdictions and has all requisite power and authority to own, lease or operate
its properties and assets and to conduct its business as presently conducted.
All documents required to be filed with or delivered to the Secretary of State
of the respective jurisdictions in respect of PRL and PRM have been properly
filed or delivered, and PRL and PRM are each duly qualified to do business in
those jurisdictions in which the nature of the operations or business conducted
by it requires such qualification.

     9. Closing and Transfer of Possession.

          (a) Subject to the escrow provisions of subsection (c) hereof and
provided all of the conditions precedent to Buyers' and Sellers' duty to close
as hereinafter set forth have been satisfied, Closing shall take place in the
law office of Horn, Goldberg, Gorny, Daniels, Plackter & Weiss, in Atlantic
City, New Jersey at 3:00 p.m. on March 31, 1995.

          (b) Physical possession of the Casino and the other personal property
of the Partnership shall be transferred by Sellers to Buyers immediately upon
the Casino's having cruised to a position outside of its current berthing site
in South Shore Harbor, beyond all obstructions located in South Shore Harbor. At
the time of the transfer of possession of the Casino, the risk of loss relative
to the Casino shall shift from Sellers to Buyers. Sellers shall cancel all
insurance policies affecting the Casino, and Buyers, through the Partnership,
shall be responsible for insuring the Casino.

          (c) At Closing, the purchase price due to be paid by Buyers to
Sellers, together with all other deliveries to be made by the parties shall be
delivered to the law firm of Horn, Goldberg, Gorny, Daniels, Plackter & Weiss,
attorneys for the Players Parties (the "Escrow Agent") to be held in escrow

                                       14



subject to the terms and provisions of this subsection (c), and further subject
to the terms and provisions of Exhibit "N" to this Agreement. The Escrow Agent
shall forward to the parties the deliveries to be made under Section 6 of this
Agreement immediately upon receipt of notification from Buyers that Buyers have
taken possession of the Casino and the other personal property of the
Partnership, in accordance with subsection (b) hereinabove, with cash deliveries
to be made by wire transfer in accordance with instructions to be provided by
Sellers to the Escrow Agent at the Closing and all other deliveries to be made
by Federal Express or other recognized overnight courier or mail service.

     10. Indemnification.

          (a) Sellers' Indemnity. Each of Sellers and SBO, jointly, severally
and in the alternative, hereby agree to indemnify, defend and hold each of the
Players Parties harmless from and against and in respect of all losses, costs
and/or expenses (including, without limitation, diminution in their equity
interest in the Partnership or the loss or reduction in distributions from the
Partnership) incurred by any of them arising from:

               (i) Any misrepresentation, breach of warranty or non-fulfillment
of any agreement or covenant on the part of Sellers under this Agreement or from
any misrepresentation in or omission from any Exhibit furnished or to be
furnished by Sellers hereunder, including therein, without limitation, the
obligations of Sellers set forth in Section 11 of this Agreement.

               (ii) Any and all debts, liabilities, penalties, fines, sanctions,
assessments and obligations, without any limitation, relating to (A) the

                                       15



business and operations of the Partnership prior to the Closing and (B) the
closure of the Casino, including specifically, but without limitation, all of
the outstanding debts, liabilities and obligations of, or claims against the
Partnership as of the date thereof, whether absolute, contingent or otherwise
(the "Partnership Obligations"), any inchoate liens created by operation of
maritime law arising out of some transaction or occurrence occurring prior to
Closing, all such debts, liabilities, penalties, fines, sanctions, assessments
and obligations arising under the Contracts (defined in subsection 7(l)), under
the Labor and Employment Agreements and Plans (defined in subsection 7(m)),
under WARN (defined in subsection 7(m)) and other similar laws, or otherwise in
connection with the Pending or Threatened Litigation (defined in subsection
7(p)), and the Progressive Slot Machine Obligations, whether known or unknown
and whether existing on the date of this Agreement or the date of Closing, or
coming into existence hereafter.

               (iii) Any loss, cost, claim, demand or expense which may be
incurred by the Players Parties by virtue of any claim for a fee or commission
made against any of the Players Parties by any broker or other person claiming
through Sellers.

               (iv) All reasonable costs and expenses, including reasonable
attorney's fees, incurred by the Players Parties in connection with any action,
suit, proceeding, demand, assessment or judgment incident to any of the matter
pursuant to which Sellers and SBO have agreed to indemnify the Players Parties.

          (b) Buyers' Indemnity. Buyers hereby agree to indemnify, defend and
hold Sellers harmless from and against and in respect of any losses incurred by
Sellers arising from:

               (i) Any damages resulting from any misrepresentation, breach of
warranty or non-fulfillment of any agreement or covenant on the part of Buyers
under this Agreement.

               (ii) Any debts, liabilities, penalties, fines, sanctions,
assessments and obligations relating to the business and operations of the
Partnership arising after Closing.

               (iii) Any loss, cost, claim, demand or expense which may be
incurred by Sellers by virtue of any claim for a fee or commission made against
any of Sellers by any broker or other person claiming through the Players
Parties.

               (iv) All reasonable costs and expenses, including reasonable
attorney's fees, incurred by Sellers in connection with any action, suit,
proceeding, demand, assessment or judgment incident to any of the matters
pursuant to which Buyers have agreed to indemnify Sellers.

          (c) The indemnified party shall provide the indemnifying party notice
of any such claims of liability with reasonable promptness, and the indemnifying
party, at its election, shall have the right of defense in such proceedings, by
counsel of its own choosing, at the indemnifying party's expense. The
indemnified party shall cooperate fully in all respects with the indemnifying
party in any such defense, including, without limitation, by making available to
the indemnifying party all pertinent information under the control of the
indemnified party. If the indemnifying party does not notify the indemnified
party within ten (10) days of the indemnified party's notice to the indemnifying
party of a potential claim that the indemnifying party will defend the same, or
should the indemnifying party fail to file any answer or other pleading at least
five (5) days before the same is due, the indemnified party may defend or settle
such claim or action in such manner as the indemnified party deems appropriate

                                       16



in its sole discretion, and the indemnifying party shall cooperate fully in all
respects with the indemnified party in any such defense, including, without
limitation, by making available to the indemnified party all pertinent
information under the control of the indemnifying party. If the indemnifying
party so notifies the indemnified party concurrently with the indemnifying
party's notice of election to defend, the indemnifying party may defend, but not
settle, a claim without waiving its right to assert that such claim is not
subject to the indemnity agreements in this Section 10. If the indemnifying
party elects to defend a claim, the indemnified party may, at the indemnified
party's expense, participate in such matter with counsel of the indemnified
party's own choosing.

     11. Conditions Precedent to Sellers' Duty to Close.

          (a) Conditions. The duty of Sellers to close the transaction
contemplated by this Agreement is subject to the following conditions precedent,
any or all of which Sellers may, at their option, elect to waive by written
agreement to do so:

               (i) All of the representations and warranties by the Players
Parties contained in this Agreement shall have been true and correct in all
material respects when made, and shall be true and correct in all material
respects on and as of Closing.

               (ii) All of the covenants and agreements herein on the part of
the Parties Players to be complied with or performed on or before the Closing
shall have been fully complied with and performed in all material respects.

          (b) Failure of Conditions. If one or more of the conditions to
Sellers' obligations is not either performed in all material respects, satisfied
or waived in writing on or before the date set for Closing and Sellers are not
in default hereunder, then Sellers may elect, by written notice to the Players
Parties, to terminate this Agreement, in which event no party shall have any
further obligation to another in connection herewith. Nothing in this Section
shall be construed as limiting Sellers' rights or remedies at law or equity, in
the event of a default by the Players Parties.

                                       17



     12. Conditions Precedent to Buyers' Duty to Close.

          (a) Conditions. The duty of the Players Parties to close the
transaction contemplated by this Agreement is subject to the following
conditions precedent, any or all of which the Players Parties may, at their
option, elect to waive by written agreement to do so:

               (i) All of the warranties and representations by Sellers
contained in this Agreement shall have been true and correct in all material
respects when made, and shall be true and correct in all material respects on
and as of the Closing.

               (ii) All of the covenants and agreements herein on the part of
Sellers to be complied with or performed on or before the Closing shall have
been fully complied with and performed in all material respects.

               (iii) The Partnership shall have all of the Federal and/or State
licenses, permits, approvals certificates and authorizations necessary for
operation of the Partnership's businesses and there shall be no material changes
therein.

               (iv) Title to all of the Partnership's assets (including without
limitation the Casino) shall be good and marketable.

               (v) Any person or entity that is a party to any agreement
restricting Sellers' rights to convey the Interests shall be released or waived
such rights.

               (vi) Buyers and the Partnership shall have received the consent
and approval of any governmental body where the consent and approval of any such
entity to the within Agreement and the transactions described herein is required
for any reason, and all conditions to any such consent or approval shall have
been satisfied, without Buyers being required to have or incur any personal
obligations or liabilities as a condition of receiving such consent and
approval. Buyers and Sellers acknowledge that at the time of the execution of
this Agreement, Buyers and the Partnership have received the consent and
approval of all governmental bodies required for the consummation of the
transactions described herein, and that all conditions to any such consent or
approval have been satisfied, except that the approval of the State Police is
conditioned upon the Partnership's delivery of fifteen (15) days' notice of the
Partnership's intent to move the Casino from its place of docking in Orleans
Parish.

               (vii) All of the Contracts and the Labor and Employment
Agreements and Plans shall have been terminated; all Partnership Obligations

                                       18



shall have been paid or otherwise satisfied; and all Pending and Threatened
Litigation shall have been settled or otherwise provided for with all
obligations of the Partnership in connection therewith paid or otherwise
satisfied.

               (viii) Seller shall have caused the Casino to be moved from its
present location to a mutually acceptable location beyond all obstructions
located in South Shore Harbor for transfer of possession to the Buyers.

          (b) Failure of Conditions. If one or more of the conditions to Buyers'
obligations is not either performed in all material respects, satisfied or
waived in writing on or before the date set for Closing hereunder, and the
Players Parties are not in default hereunder, then the Players Parties may
elect, by written notice to Sellers, to terminate this Agreement, in which event
no party shall have any further obligation to another in connection herewith.
Nothing in this Section shall be construed to limit any of the Players Parties'
rights or remedies at law or equity, in the event of a default by Sellers.

     13. Distributions. Except as provided in Section 2 and subsection 7(g)(x)
hereof, the Partnership and Sellers agree that no distributions of any kind
shall be made by the Partnership to its partners between the date of this
Agreement and Closing.

     14. Disclosure of Information. Buyers recognize and acknowledge that the
operations, procedures and management utilized by the Partnership were developed
and are owned by SBO. Additionally, the information regarding the operations,
procedures and management of the Partnership is a valuable, special and unique
asset of SBO and the Partnership. As a part of the sale of the Interests, the
information regarding the operations, procedures and management may be
implemented by Buyers in the operation of the Partnership. Without limiting the
generality of the foregoing, Sellers shall provide Buyers with original
operational blueprints of the Casino and original security and surveillance
schematics of the Casino. Buyers will not, during the term of this Agreement and
after Closing, disclose any information relating to the operations, procedures
or management of the Partnership's business or any part thereof, to any person,
firm, partnership, association or other entity, for any reason or purpose
whatsoever; provided, however, that the Partnership may disclose any information
relating to the operations, procedures or management of the Partnership's
business or any part thereof, to any Louisiana Gaming Authorities or any other
governmental authorities having jurisdiction over such matters, as such
authorities shall demand.

     15. Closure of Business Operations. The Sellers shall cause the Partnership
to terminate all business operations on or before the day prior to the Closing.

                                       19



All costs and expenses in connection with the termination of operations of the
Partnership and the closure of the Casino shall be the sole responsibility of
the Sellers, notwithstanding any contrary provision of the Preliminary
Agreement.

     16. Risk of Loss/Casualty. The risk of loss with respect to the assets of
the Partnership shall remain with the Sellers until the release of Escrow. In
the event of any uninsured loss or damage by fire or other casualty to the
assets of the Partnership, subsequent to the execution hereof and prior to the
release of the Escrow, exceeding FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS,
the Players Parties shall have the option to terminate this Agreement. Such
option shall be exercised by the Players Parties in writing no later than thirty
(30) days after receipt by the Players Parties of written notice of such damage
or loss, which notice shall include the details thereof, including the amount of
loss and assets damaged, the amount of insurance coverage, if any, and such
other information as shall be necessary for the Players Parties to make a
determination whether to exercise this option. Failure by Sellers to give such
written notice to the Players Parties within five (5) business days after the
occurrence of such loss or damage shall be a default by Sellers in this
Agreement.

     17. Survival. All terms and provisions of this Agreement, including but not
limited to the representations and warranties of the parties set forth in
Sections 7 and 8, shall survive Closing, irrespective of any presumption of law
to the contrary.

     18. Default/Remedies.

          (a) Sellers' Remedies. The failure of the Players Parties to complete
the transaction as contemplated hereby on or before the date herein set for
Closing, subject to the provisions of Section 12 hereof, or the failure of the
Players Parties to proceed in good faith to satisfy the conditions precedent set
forth in subsection 12(a)(vi), shall constitute a default on the part of the
Players Parties hereunder. In the event of such a default, Sellers shall have
the option to either (i) extend the date for Closing on written notice to the
Players Parties or (ii) terminate this Agreement and sue for money damages.

          (b) Buyers' Remedies. The failure of Sellers to make Closing or
otherwise to perform as required of them under the terms of this Agreement shall
constitute a default. The parties agree that in the event of a default by
Sellers it will be impossible to measure the damages that will be incurred by
the Players Parties due to the loss of the business and investment opportunities
afforded to the Players Parties under the terms of this Agreement. In the event
of an actual or threatened default by Sellers, Sellers hereby waive the claim of
defense that there is an adequate remedy at law, and the Players Parties shall
be entitled to equitable relief, including the right to specific performance and

                                       20



an injunction requiring Sellers to make closing hereunder. In the event that the
Players Parties are unable to obtain specific performance by Sellers, the
Players Parties shall be entitled to such other remedies as shall be available
to them at law or in equity.

     19. Confidentiality. Each of the parties hereto agrees for itself and its
respective affiliates, agents, representatives and consultants to hold in the
strictest confidence and not to disclose to any person, entity, party, firm or
corporation (other than agents or representatives of the parties who are also
bound by this Section and except as such disclosures are required in
applications or by applicable securities or gaming laws) any confidential data
of another party, whether related to the Casino or to general business matters,
which shall come into their possession or knowledge, without the other party's
prior written consent. In addition, each party agrees that it shall cause all
documents, drawings, plans or other materials developed by another party ("Owner
of the Materials") in connection with the sale of the Interests to be returned
to the Owner of the Materials in the event of termination of this Agreement and
that no party shall make use of such information in connection with the sale of
the Interests or any other undertaking without the prior express written consent
of the Owner of the Materials, which shall entail the reimbursement to the Owner
of the Materials of its costs, direct and indirect, incurred in pursuing this
Agreement.

     20. Press Release. All press releases or prepared statements to the media
made by any party or their respective affiliates concerning this Agreement or
the transactions contemplated thereby shall be jointly approved in advance by
all parties with the exception of any releases required to be made by any party
or their respective affiliates pursuant to various securities laws applicable to
any party or their respective affiliates.

     21. General Provisions.

          (a) Any notice, communication, request, reply or advice (hereinafter
severally and collectively called "notice") in this Agreement provided for or
permitted to be given, made or directed by any party to the other must be in
writing, and may, unless otherwise in this Agreement expressly provided, be
given by personal service or by depositing the same in the United States mail,
postage prepaid, certified mail, and addressed to the party to be notified, with
return receipt requested, or by a prepaid telegram or Federal Express or other
reputable and recognized overnight delivery services, or telecopier transmittal,
addressed to the party to be notified. Notice deposited in the United States
mail in the manner hereinabove described shall be effective, unless otherwise
stated in this Agreement, from and after the expiration of two (2) days after it

                                       21



is so deposited and notice sent by (i) Federal Express or other reputable and
recognized overnight delivery service or (ii) telecopier transmittal shall be
effective on the next business day after it is sent. For purposes of notice, the
addresses and telecopier numbers of the parties shall, unless changed as herein
provided, be as follows:

         If to Sellers:             J. Kell Housells, III, Vice Chairman
                                    Showboat Louisiana, Inc.
                                    c/o Showboat Development Corp.
                                    Ventnor Professional Campus
                                    6601 Ventnor Avenue
                                    Ventnor, New Jersey  08406
                                    Telecopier No. (609) 823-7811

                                       22



         With a copy to:            John N. Brewer, Esquire
                                    Kummer, Kaempfer, Bonner & Renshaw
                                    Seventh Floor
                                    3800 Howard Hughes Parkway
                                    Las Vegas, Nevada  89109
                                    Telecopier No. (702) 796-7181

         If to Players Parties:     Howard A. Goldberg, President
                                    Players International, Inc.
                                    1300 Atlantic Avenue, Suite 203
                                    Atlantic City, New Jersey 08401
                                    Telecopier No. (609) 340-8165

         With a copy to:            Michael J. Viscount, Jr., Esquire
                                    Horn, Goldberg, Gorny, Daniels, Plackter
                                      & Weiss
                                    1300 Atlantic Avenue, Suite 500
                                    Atlantic City, New Jersey 08401
                                    Telecopier No. (609) 348-6834

     However, the parties hereto and their respective heirs, successors, legal
representatives, personal representatives, executors, administrators, successors
and assigns shall have the right from time to time and at any time to specify as
their address any other address and/or telecopier numbers by at least ten (10)
days advance written notice to the other party.

          (b) The captions appearing in this Agreement are inserted and included
solely for convenience and shall not be considered or given any effect in
construing this Agreement.

          (c) This Agreement and the exhibits hereto embody the entire agreement
between the parties hereto relative to the subject matter hereof, and all prior
agreements and understanding with respect to the subject matter hereof,
including the terms of the Preliminary Agreement shall be merged into the terms
hereof. No variations, modifications, changes or amendments hereof shall be
binding upon any party hereto unless in writing and executed by such party, a
duly authorized officer or a duly authorized agent of the particular party.

          (d) All covenants and obligations as contained within this Agreement
shall bind, extend and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, personal representatives, estates,
administrators, executors and assigns.

                                       23



          (e) All personal pronouns used in this Agreement shall include the
other gender whether used in the masculine or feminine or neuter gender and the
singular shall include the plural and the plural the singular whenever and as
often as may be appropriate.

          (f) This Agreement and the rights and obligations of the parties
hereto shall be interpreted, construed and enforced in accordance with the laws
of the State of Nevada without reference to its choice of law provisions. All
disputes arising under or related to this Agreement shall be resolved by
arbitration by a single arbitrator acting pursuant to the rules of the American
Arbitration Association. Any decision of such arbitrator may be enforced by the
Eighth Judicial District Court of the State of Nevada.

          (g) Except as specifically provided herein, the rights and obligations
of the parties hereto are neither assignable nor delegable without the prior
written consent of the other party.

          (h) This Agreement may be executed in an unlimited number of
counterparts, all of which counterparts shall together constitute one and the
same Agreement.

     22. Waiver of Pre-Closing Loan. The Sellers and SBO hereby waive the
requirement under paragraph 5 of the Preliminary Agreement for Players to lend
$10,000,000.00 to the Partnership prior to the Closing.

     23. Reimbursement for Slot Club Obligations. Buyers and Sellers hereby
acknowledge the existence of certain Partnership liabilities to patrons of the
Casino arising out of certain promotional programs of the Partnership related to
slot machine play (the "Slot Club Obligations"). Buyers agree to provide that
the Partnership shall continue to honor the Slot Club Obligations. SBO agrees
that it shall reimburse the Partnership for any payments and/or costs made or
incurred on account of the Slot Club Obligations. Such reimbursement shall be
made by SBO to the Partnership within thirty (30) days of SBO's receipt of the
Partnership's invoice for such payments and/or costs. Nothing contained herein
shall be construed to modify the indemnity obligations of any of the parties to

                                       24



this Agreement, and the Slot Club Obligations are acknowledged to be Partnership
Obligations for the purposes of Section 10 of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.

                                       LAKE PONTCHARTRAIN SHOWBOAT, INC.,
                                       a Nevada corporation
ATTEST:

_______________________                By:____________________________________
                                          Leann Schneider, Treasurer

                                       SHOWBOAT LOUISIANA, INC.,
                                       a Nevada corporation

ATTEST:

_______________________                By:____________________________________
                                          Leann Schneider, Treasurer

                                       SHOWBOAT, INC.,
                                       a Nevada corporation
ATTEST:

_______________________                By:____________________________________
                                          Leann Schneider, Vice President and
                                          Chief Financial Officer

                       [SIGNATURES CONTINUE ON NEXT PAGE]

                                       25



                                       PLAYERS RIVERBOAT, LLC,
                                       a Louisiana limited liability company
                                       By its members:

                                       PLAYERS RIVERBOAT, INC.,
                                       a Nevada corporation

ATTEST:

_______________________                By:____________________________________

                                       PLAYERS RIVERBOAT MANAGEMENT, INC.,
                                       a Nevada corporation

ATTEST:

_______________________                By:____________________________________

                                       PLAYERS INTERNATIONAL, INC., 
                                       a Nevada corporation

ATTEST:

_______________________                By:____________________________________

                                       PLAYERS RIVERBOAT MANAGEMENT, INC.,
                                       a Nevada corporation
ATTEST:

_______________________                By:____________________________________

                                       26



                              SCHEDULE OF EXHIBITS

A.       $10,000,000.00 Promissory Note

B.       Partnership Agreement and all Amendments

C.       INTENTIONALLY LEFT BLANK

D.       INTENTIONALLY LEFT BLANK

E.       Deeds and Leases

F.       Schedule of Personal Property

G.       Documentation and Ownership Certificates for the Casino

H.       Casino Operating Permits

I.       Partnership Contracts

J.       Labor and Employment Agreements and Plans

K.       Pending and Threatened Litigation

L.       Schedule of Partnership Insurance Policies

M.       Progressive Slot Machine Obligations

N.       Provisions Regarding the Escrow Agent

                                       27



AC-56729/4
6/26/95
WJD/mja

                                  EXHIBIT "N"
                          CONCERNING THE ESCROW AGENT

          (a) The parties hereto agree that Escrow Agent is acting hereunder as
a stakeholder only and for the convenience and at the request of the Seller and
the Buyer, and it shall be responsible only for the safe keeping and proper
disbursement of the cash funds and documents delivered to it (collectively, the
"Fund"), in accordance with the terms of this Agreement. In taking any action
hereunder, the Escrow Agent shall be entitled to rely upon any written notice,
paper or other document believed by him to be genuine and signed or presented by
the proper person, or upon any evidence deemed by it to be sufficient, and in no
event shall it be liable for any act performed or omitted to be performed by it
hereunder in the absence of gross negligence or willful misconduct. Escrow Agent
shall be under no obligation to institute or to defend any action, suit or legal
proceeding in connection herewith or to take any other action likely to involve
him in expense unless first indemnified to his satisfaction. The Escrow Agent
may consult with counsel in connection with his duties hereunder and shall be
fully protected by any action taken, suffered or permitted by him in good fait
in accordance with the advice of such counsel.

     The Escrow Agent shall be permitted to continue representing the Players
Parties in connection with the Agreement and any dispute and/or subsequent court
proceedings notwithstanding its undertaking as Escrow Agent hereunder.

          (b) In the event of a controversy between Seller and Buyer with
respect to any matter or thing in connection with the Fund or any term or
condition of this Agreement, or in the event that Escrow Agent should receive or
become aware of conflicting demands or claims with respect to any of such
matters, Escrow Agent shall be entitled to refuse to comply with any such demand
or claim, and in such event the Escrow Agent are hereby authorized:

               (i) To keep and retain the Fund until it shall have received
written notice from the Seller and Buyer, jointly, that the controversy between
Seller and Buyer have been settled either by agreement or by final judgment or a
court of competent jurisdiction, or

               (ii) To deliver the Fund to the Clerk of a court of competent
jurisdiction, whereupon the Escrow Agent shall be relieved of any further duties
or obligations under this Agreement.

          (c) The Escrow Agent (or any successor) may at any time during the
term hereof resign his position hereunder by giving written notice thereof to
the other parties hereto. Such resignation shall be effective upon the
appointment of a successor reasonably acceptable to Buyer and Seller who shall
have agreed to serve pursuant to the terms hereof. Upon receipt of such a notice
of resignation, such other parties shall use their best efforts to assure the
prompt appointment of a successor.

                                       28



          (d) Seller and Buyer hereby agree to indemnify, defend and hold Escrow
Agent harmless from and against any loss, cost or expense arising out of or
relating to any action taken or thing done by it in connection with this
Agreement or any failure by it to take any action required to be taken by it in
connection herewith, provided, however, that any such action or failure to act
shall have been taken or omitted in good faith, and not as a result of Escrow
Agent gross negligence or willful misconduct.

                                       29

EX-21

55

                         EXHIBIT 21
                 PLAYERS INTERNATIONAL, INC.
                 SUBSIDIARIES OF THE COMPANY


     Subsidiary                    State of Incorporation or
                                      Organization

Players Lake Charles, Inc.              Louisiana

Players Riverboat Management, Inc.      Nevada

Players Riverboat, Inc.                 Nevada

Players Riverboat, LLC                  Louisiana

Showboat Star Partnership               Louisiana

Players Nevada, Inc.                    Nevada

Players Mesquite Golf Club, Inc.        Nevada

Players Mesquite Land, Inc.             Nevada

Players Indiana, Inc.                   Indiana

Players Michigan City, Inc.             Indiana

Players Michigan City Management, Inc.  Indiana

Players Bluegrass Downs, Inc.           Kentucky

River Bottom, Inc.                      Missouri

Players Maryland Heights, Inc.          Missouri

Southern Illinois Riverboat/Casino
   Cruises, Inc.                        Illinois

EX-27

 

<ARTICLE> 5
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           23886
<SECURITIES>                                     26446
<RECEIVABLES>                                     2760
<ALLOWANCES>                                       130
<INVENTORY>                                        863
<CURRENT-ASSETS>                                 61622
<PP&E>                                          128353
<DEPRECIATION>                                   10428
<TOTAL-ASSETS>                                  223790
<CURRENT-LIABILITIES>                            39307
<BONDS>                                           8907
<COMMON>                                           148
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      175995
<TOTAL-LIABILITY-AND-EQUITY>                    223790
<SALES>                                              0
<TOTAL-REVENUES>                                223695
<CGS>                                                0
<TOTAL-COSTS>                                    81638
<OTHER-EXPENSES>                                 71508
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 694
<INCOME-PRETAX>                                  73470
<INCOME-TAX>                                     27715
<INCOME-CONTINUING>                              45755
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     45755
<EPS-PRIMARY>                                     1.47
<EPS-DILUTED>                                     1.45