AMENDMENT THIS AMENDMENT, dated as of August 31, 1998, is between Players International, Inc. (together with its successors or assigns, the "Company") and Patrick Madamba, Jr. ("Executive").

PH06/159256.2
Exhibit 10.3


                            AMENDMENT
                                
                                
      THIS  AMENDMENT,  dated as of August 31, 1998,  is  between
Players  International,  Inc. (together with  its  successors  or
assigns, the "Company") and Xxxxxxx Xxxxxxx, Xx. ("Executive").

                      W I T N E S S E T H:

      WHEREAS,  the  Company  and Executive  are  parties  to  an
Employment  Agreement dated as of March 31, 1997 (the "Employment
Agreement"), and the Company and Executive now wish to amend  the
Employment Agreement.

      NOW, THEREFORE, in consideration of the premises and mutual
covenants  contained  herein  and for  other  good  and  valuable
consideration, the Company and Executive agree as follows:

     1.         Section 2(b) is amended in its entirety to read as
       follows:

                (b)  The Term of Employment shall commence on the
          date  hereof  and  shall, unless sooner  terminated  as
          provided  in  Paragraph  9 or unless  extended  by  the
          Company in its sole discretion, terminate on the  close
          of business on January 22, 2000.

     2.         Section 3(a) is amended in its entirety to read as
       follows:

                (a)   During  the  Term of Employment,  Executive
          shall  be employed as Vice President - General  Counsel
          of  the  Company or such other more senior position  as
          the  Company  may  determine in  its  sole  discretion.
          Executive's  duties, responsibilities  and  authorities
          shall  consist of those regularly rendered  by  a  Vice
          President  -  General  Counsel  or  such  other  duties
          appropriate  to any senior position within the  Company
          in  which  Executive  may  serve  during  the  Term  of
          Employment, as the case may be.

     3.          Section 4 is amended in its entirety to read  as
       follows:

                4.    Base  Compensation.   During  the  Term  of
          Employment, Executive shall be paid by the  Company  or
          any  of  its  Affiliates Base Compensation  payable  no
          frequently  than in equal semi-monthly installments  at
          an  annualized rate of no less than $175,000 per  annum
          for  the  period  commencing January  1,  1998  through
          January  22,  2000.  The Company shall be  entitled  to
          make   proper   withholdings  from   Executive's   Base
          Compensation  (and all other payments  of  compensation
          under this Agreement) as required by law.
          
     4.         In all respects not amended, the Employment Agreement
       is hereby ratified and confirmed.

     IN  WITNESS  WHEREOF,  the undersigned  have  executed  this
Amendment as of the date first above written.

                              PLAYERS INTERNATIONAL, INC.


                              ____________________________________
                              Xxxxxx X. Xxxxxxxx
                              Chief Executive Officer



                              ____________________________________
                              Xxxxxxx Xxxxxxx, Xx.