8-K

8
                          UNITED STATES
                     SECURITIES AND EXCHANGE
                   COMMISSION Washington, D.C. 20549
                   
                   
                            FORM 8-K
                                
                                
                         CURRENT REPORT
                 PURSUANT TO SECTION 13 or 15(d)
                                
                               
                        February 3, 1997
                         Date of Report
                        Players International, Inc.
 (Exact name of registrant as specified in its charter)
                   
                   
        Nevada              0-14897              95-4175832
(State or other   (Commission File Number)    (IRS Employee ID Number)
 jurisdiction
of incorporation)


1300 Atlantic Avenue, #800 Atlantic City, NJ     08401
 (Address of principal executive offices)      (Zip Code)


          (609) 449-7777 (Registrant's
    telephone number, including area code)
    (Former name or former address, if changed since last report)

                        (Not applicable)
Item 5.  Other Events

              On  January  29, 1997, the Registrant
announced,  via press  release,  (i)  its earnings  for  the
quarter  ended December  31, 1996, (ii) that it entered into  a
letter  of intent  for the potential sale of its Mesquite Nevada
casino resort, and (iii) that its Board of Directors had adopted
a Stockholders  Rights Plan,  subject  to  gaming   authority
approval. The full text of this press release is  attached hereto
as  Exhibit  99.1, which is incorporated herein  by reference.

Item 7.                       Financial
Statements and
Exhibits

( c ) Exhibits

                          EXHIBIT INDEX

Exhibit No.         Description
     99.1      Press release dated January 29, 1997

                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report  to be
signed  on its behalf by the undersigned hereunto  duly
authorized.
                    Players International, Inc. (Registrant)
                    By:  /s/  Peter J. Aranow Peter J. Aranow
                    Executive Vice President - Finance

Date:  February 3, 1997

EX-99.1

For:      Players International, Inc.


Contact:  Peter Aranow
Executive Vice President, Finance
609/449-7722
FOR IMMEDIATE RELEASE

Christine DiSanto
Media Contact: Stan Froelich
Morgen-Walke Associates 212/850-5600

PLAYERS INTERNATIONAL REPORTS THIRD QUARTER RESULTS --Intends to
Sell Mesquite, Nevada Property---Adopts Stockholders' Rights Plan-
- -

     Atlantic City, New Jersey, January 29, 1997 -- Players
International, Inc. (Nasdaq:PLAY) today reported results for the
third quarter and nine months ended December 31,  1996. The
Company also announced plans to sell its Players Island Resort Casino &
Spa located in Mesquite, Nevada, and the adoption of a
Stockholders' Rights Plan.
     For the third quarter, the Company reported
revenues of $64.8 million versus $72.7 million for the year ago
quarter.  Losses before pre-opening expenses were $1.2 million, equivalent
to $706,000 or ($0.02) per share after tax.  Preopening expenses
in the 1997 third quarter totaled $1.2 million before tax
($726,000 or $0.02 per share after tax) and were related to
development of the Company s Maryland Heights, Missouri project
and a golf course in Mesquite, Nevada.  After giving effect to
pre-opening expenses, the Company posted a net loss of $1.4
million, or ($0.05) per share for the 1997 third quarter.  This
compares with fully diluted earnings of $3.3 million, or $0.10
per share, reported in last year s third quarter.
     For the first nine months, revenues were $218.9 million
compared to $218.6 million in the year ago period.  Earnings
before pre-opening expenses and a non-recurring restructuring
charge of $9.0 million before tax ($5.5 million, or $0.18 per
share after tax) incurred in the second quarter of 1997, were
$11.2 million, equal to $6.9 million, or $0.23 per share after
tax.  Pre-opening expenses for the period totaled $3.1 million
before tax ($1.9 million, or $0.06 per share after tax).  Net
loss for the first nine months was $513,000, or ($0.02) per
share, compared to fully diluted earnings of $18.6 million, or
$0.57 per share, for the same period in 1996.

     The Company s operating earnings before interest, taxes,
depreciation and amortization, pre-opening expenses and other
income (expense) ("EBITDA") were $7.8 million for the third
quarter.  At the Lake Charles property, EBITDA totaled $5.6
million for the period on revenues of $35.0 million, while the
Metropolis property generated EBITDA of $6.6 million on revenues
of $19.8 million.  The Company s Mesquite property generated
revenues of $9.5 million and posted a negative EBITDA of
approximately $1.3 million.
     Howard Goldberg, Chief Executive Officer, commented,
As we expected, our  financial results for the quarter continued
to be impacted by competitive conditions in Players' markets,
particularly Lake Charles.  New gaming capacity has not yet
stimulated measured expansion of the Lake Charles market;
however, we are continuing to focus on marketing strategies to
develop the long-term potential that we believe exists in the
Houston area.  Results at our Metropolis property, although
confronted with competition from Evansville, Indiana and Tunica,
Mississippi, exceeded our internal plans.
     Separately, the Company announced that it
has entered into a Letter of Intent with Robert Black, Sr. for
the sale of its Players Island Resort Casino & Spa located in
Mesquite, Nevada. The transaction is subject to regulatory
approval, the receipt of all necessary third party consents and
the approval of the Company's Board of Directors.  If the
transaction is consummated, the Company expects to report a
material after-tax loss on the disposition of the Mesquite
property.  Financial terms of the agreement were not disclosed.
    Mr. Goldberg added, "Our decision to sell Mesquite
reflects our belief that it is critical to focus our resources on
Players' key assets at this time.  We are committed to improving
profitability over the long-term at our Lake Charles and
Metropolis properties through both careful cost controls and
aggressive marketing programs.
Our Maryland Heights development is on schedule for a March
opening and we are very
enthusiastic about our opportunity, together with Harrah's, to
achieve a solid position in the St. Louis market."
     The Company has the right to invite, entertain, negotiate
and/or accept offers from parties other than Mr.
Black for the sale or other disposition of the Mesquite property
until  February 28, 1997. Although the Letter of Intent generally
is not binding, the following terms are binding upon the parties:
Prior to February 28, 1997, the Company may terminate the Letter
of Intent and any definitive agreement to be negotiated and
executed with Mr. Black if the Company determines not to proceed
with the sale of the Mesquite property to Mr. Black; provided,
however, the Company may be obligated to pay certain fees to Mr.
Black if the Company sells the Mesquite property to a third party
under certain circumstances.
            The Company also announced that its Board
of Directors has approved the adoption of a Stockholders' Rights
Plan, subject to the receipt of necessary gaming approvals.  The
Plan is designed to ensure that all stockholders of the Company
receive fair value for their Common Shares in the event of any
proposed takeover and to guard against the use of partial tender
offers or other coercive tactics to gain control of the Company
without offering fair value to stockholders.
     Players International, Inc. is a multijurisdictional casino
and entertainment gaming company.  The Company owns and operates
riverboat casino facilities on the Ohio River in Metropolis,
Illinois and in Lake Charles, Louisiana and the Players Island
Resort Casino & Spa, a land-based casino resort in Mesquite,
Nevada.  A joint development with Harrah's for a casino
entertainment complex in Maryland Heights, Missouri is scheduled
to open in March 1997.

Information contained in this press release with respect to the
potential sale of the Mesquite property and the resulting impact
of such sale, the impact of competition on future revenues and
margins and plans concerning cost controls and
marketing efforts and the Maryland Heights, Missouri project is
forward-looking and is subject to risks and events that could
cause actual results to differ materially.  For further
explanation of such risks and uncertainties, please refer to the
ForwardLooking Information         in the Company s quarterly
report on Form 10-Q for the period ended December 31, 1996.

 (tables to follow)

                        PLAYERS INTERNATIONAL, INC. CONDENSED
                     STATEMENT OF OPERATIONS
               (Dollars inthousands, except per share data)
(Unaudited)

                        For the Three Months    For the Nine Months
                          Ended December 31,     Ended December 31,
                        1996      1995          1996        1995

Revenues              $ 64,848    $72,726     $218,866     $218,634
Restructuring charge       --         --         9,007          --
Pre-opening costs        1,190      1,373        3,077        7,525
Income (loss) before
 provision for income
 taxes                  (2,346)     5,430        (840)       30,425
Provision (benefit)
for income taxes          (915)      2,118       (327)       11,866
                                
Net income (loss)      $(1,431)     $3,312      $(513)      $18,559
Earnings (loss) per
 common share assuming
 full dilution        ($0.05)(1) $0.10 (2)    ($0.02)(1)(3) $0.57(2)

Fully diluted shares
 of common stock
 outstanding         30,362,391   31,743,708  30,380,799   32,283,354

        (1) Includes pre-tax charges of $1.2 million and
$3.1 million and after-tax charges of $726,000 ($.02 per share) and
$1.9 million ($.06 per share) for pre-opening costs for the three
and nine month periods ended December 31, 1996, respectively.

 (2) Includes pre-tax charges of $1.4 million ($0.03 per share
after tax) and $7.5 million ($0.14 per share after tax) related
to preopening costs for the three and nine month periods ended
December 31, 1995, respectively.

(3) Reflects a non-recurring restructuring
charge of $9.0 million before tax ($5.5 million, or $.18 per
share after tax).