AZTAR CORP
10-Q, 1996-05-01
MISCELLANEOUS AMUSEMENT & RECREATION
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                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                               FORM 10-Q


(Mark One)
                         
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended March 28, 1996
                               --------------
                             OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to 
                               -----------    -----------

Commission file number   1-5440                                
                       ----------------------------------------

                          AZTAR CORPORATION                    
- ---------------------------------------------------------------
      (Exact name of registrant as specified in its charter)


       Delaware                               86-0636534       
- -----------------------------------        -------------------
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)            Identification No.)


 2390 East Camelback Road, Suite 400, Phoenix, Arizona  85016  
- --------------------------------------------------------------
 (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code (602) 381-4100  
                                                  ----------------

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 
           -----    -----

At April 17, 1996, the registrant had outstanding 38,355,907 shares of
its common stock, $.01 par value.

<PAGE>





                   AZTAR CORPORATION AND SUBSIDIARIES








                     PART I - FINANCIAL INFORMATION




   Item 1.  Financial Statements
              
                                                                   Page
                                                                   ----

    Consolidated Balance Sheets at March 28, 1996 and  
    December 28, 1995                                                 3

    Consolidated Statements of Operations for the quarters 
    ended March 28, 1996 and March 30, 1995                           5

    Consolidated Statements of Cash Flows for the quarters
    ended March 28, 1996 and March 30, 1995                           6

    Consolidated Statements of Shareholders' Equity for the 
    quarters ended March 28, 1996 and March 30, 1995                  8

    Notes to Consolidated Financial Statements                        9
                                                



















                                       2
<PAGE>
                    AZTAR CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS (unaudited)
                  ---------------------------------------
                     (in thousands, except share data)

                                               March 28,    December 28,
                                                 1996           1995   
                                              -----------   ------------
Assets
Current assets:
  Cash and cash equivalents                    $   32,343   $   26,527
  Restricted cash equivalent                        1,313           --
  Accounts receivable, net                         25,121       21,325
  Refundable income taxes                           1,137        1,261
  Inventories                                       6,897        6,591
  Prepaid expenses                                  8,887        9,417
  Deferred income taxes                             8,013        8,013
                                               ----------   ----------
    Total current assets                           83,711       73,134

Investments in and advances to 
  unconsolidated partnership                       11,189       11,467
Other investments                                  27,526       27,964

Property and equipment:
  Buildings, riverboats and equipment, net        707,633      711,454
  Land                                             95,589       95,589
  Construction in progress                         66,274       46,102
  Leased under capital leases, net                    463          535
                                               ----------   ----------
                                                  869,959      853,680

Deferred charges and other assets                  45,085       46,993
                                               ----------   ----------

                                               $1,037,470   $1,013,238
                                               ==========   ==========

















The accompanying notes are an integral part of these financial statements.


                                     3
<PAGE>
                    AZTAR CORPORATION AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS (unaudited) (continued)
                  ---------------------------------------
                     (in thousands, except share data)

                                             March 28,      December 28,
                                               1996             1995   
                                            ------------    ------------

Liabilities and Shareholders' Equity
Current liabilities:              
  Accounts payable and accruals             $   52,106       $   60,226
  Accrued payroll and employee benefits         20,495           18,012
  Accrued interest payable                      24,662           14,995
  Income taxes payable                           1,196            2,197
  Current portion of long-term debt                408              466
  Current portion of other long-term 
    liabilities                                  4,104            6,172
                                            ----------       ----------
    Total current liabilities                  102,971          102,068

Long-term debt                                 519,833          496,439
Other long-term liabilities                     29,019           30,699
Deferred income taxes                           19,195           18,914
Contingencies and commitments
Series B ESOP convertible preferred stock
  (redemption value $6,268 and $6,114)           5,646            5,459

Shareholders' equity:
  Common stock, $.01 par value (38,352,798 
    and 38,265,813 shares outstanding)             423              422
  Paid-in capital                              352,680          352,221
  Retained earnings                             25,531           24,922
  Less: Treasury stock                         (17,040)         (17,027)
        Unearned compensation                     (788)            (879)
                                            ----------       ----------
            Total shareholders' equity         360,806          359,659
                                            ----------       ----------

                                            $1,037,470       $1,013,238 
                                            ==========       ==========














The accompanying notes are an integral part of these financial statements.

                                     4
<PAGE>
                       AZTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
             For the periods ended March 28, 1996 and March 30, 1995
         ---------------------------------------------------------------
                      (in thousands, except per share data)

                                                             First Quarter   
                                                          -------------------
                                                             1996      1995  
                                                          --------- ---------
Revenues
  Casino                                                  $150,300  $111,912 
  Rooms                                                     11,125     9,701 
  Food and beverage                                         13,632    11,127 
  Other                                                      5,149     2,828 
                                                          --------  -------- 
                                                           180,206   135,568 
Costs and expenses
  Casino                                                    72,996    54,714 
  Rooms                                                      6,428     5,783 
  Food and beverage                                         12,733    10,385 
  Other                                                      4,676     1,807 
  Marketing                                                 19,723    10,926 
  General and administrative                                17,206    10,976 
  Utilities                                                  3,039     2,935 
  Repairs and maintenance                                    5,716     4,919 
  Provision for doubtful accounts                            1,371       795 
  Property taxes and insurance                               5,525     4,717 
  Rent                                                       3,270     2,796 
  Depreciation and amortization                             11,910     9,052 
                                                          --------  -------- 
                                                           164,593   119,805 
                                                          --------  -------- 
Operating income                                            15,613    15,763 

  Interest income                                              589       828 
  Interest expense                                         (13,642)  (12,219)
                                                          --------  -------- 
Income before other items and income taxes                   2,560     4,372 

  Equity in unconsolidated partnership's loss               (1,189)   (1,326)
                                                          --------  -------- 
Income before income taxes                                   1,371     3,046 

  Income taxes                                                (602)   (1,086)
                                                          --------  -------- 
Net income                                                $    769   $ 1,960 
                                                          ========  ======== 

Net income per common and common equivalent share         $    .02  $    .05 

Net income per common share assuming full dilution        $    .02  $    .05 

Weighted average common shares applicable to:
  Net income per common and common equivalent share         39,235    38,605 
  Net income per common share assuming full dilution        40,255    39,782 

The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
            For the periods ended March 28, 1996 and March 30, 1995
        ---------------------------------------------------------------
                                (in thousands)
                                                           First Quarter
                                                       ---------------------
                                                          1996       1995   
Cash Flows from Operating Activities                   ---------   ---------
Net income                                             $     769   $   1,960 
Adjustments to reconcile net income 
 to net cash provided by operating activities: 
   Depreciation and amortization                          12,556       9,676 
   Provision for losses on accounts receivable             1,371         795 
   Loss on reinvestment obligation                            94          -- 
   Rent expense                                             (227)       (175)
   Distribution in excess of equity in income 
     of partnership                                          278         298 
   Deferred income taxes                                     281         331 
   Change in assets and liabilities:
     (Increase) decrease in accounts receivable           (5,167)     (2,071)
     (Increase) decrease in refundable income taxes          124        (699)
     (Increase) decrease in inventories and 
      prepaid expenses                                       182       1,872 
     Increase (decrease) in accounts payable,
      accrued expenses and income taxes payable            3,079       9,632 
     Other items, net                                        509        (630)
                                                       ---------   --------- 
  Net cash provided by (used in) operating activities     13,849      20,989 
                                                       ---------   --------- 
Cash Flows from Investing Activities
Payments received on notes receivable                        556         488 
Reduction in other investments                                --       3,093 
Purchases of property and equipment                      (26,215)    (16,654)
Additions to other long-term assets                       (1,819)     (2,998)
                                                       ---------   --------- 
  Net cash provided by (used in) investing activities    (27,478)    (16,071)
                                                       ---------   --------- 
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt                  58,600          -- 
Proceeds from issuance of common stock                       295       1,028 
Principal payments on long-term debt                     (35,335)    (10,162)
Principal payments on other long-term liabilities         (3,675)         -- 
Debt issuance costs                                           --         (80)
Preferred stock dividend                                    (368)       (380)
Redemption of preferred stock                                (72)        (47)
                                                       ---------   --------- 
  Net cash provided by (used in) financing activities     19,445      (9,641)
                                                       ---------   --------- 
Net increase (decrease) in cash and cash equivalents       5,816      (4,723)
Cash and cash equivalents at beginning of period          26,527      43,861 
                                                       ---------   --------- 
    Cash and cash equivalents at end of period         $  32,343   $  39,138 
                                                       =========   ========= 

The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)
            For the periods ended March 28, 1996 and March 30, 1995
        ---------------------------------------------------------------
                                (in thousands)
                                                             First Quarter  
                                                          -------------------
                                                            1996       1995   
                                                          --------   --------

Supplemental Cash Flow Disclosures

Summary of non-cash investing and financing activities:
 Capital lease obligations incurred for property 
   and equipment                                          $     --   $     38 
 Tax benefit from stock options and preferred stock
   dividend                                                    167        393 
 Issuance of restricted stock                                   26      2,149 
 Forfeiture of restricted stock                                 13         -- 

Cash flow during the period for the following:
 Interest paid, net of amount capitalized                 $  3,433   $    (52)
 Income taxes paid                                           1,031      1,000 
































The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
            For the periods ended March 28, 1996 and March 30, 1995
            -------------------------------------------------------
                    (in thousands, except number of shares)

                                                          First Quarter   
                                                      ---------------------
                                                         1996        1995   
                                                      ----------  ---------
Common stock:
 Beginning balance                                    $    422    $    414 
 Stock options exercised for 82,607 and 273,798 
   shares                                                    1           3 
 Issuance of 286,000 shares of restricted stock 
   in 1995                                                  --           3 
                                                      --------    -------- 
   Ending balance                                          423         420 
                                                      --------    -------- 

Paid-in capital:
 Beginning balance                                     352,221     347,284 
 Stock options exercised                                   294       1,025 
 Tax benefit from stock options exercised                  139         358 
 Restricted stock                                           26       2,146 
                                                      --------    -------- 
   Ending balance                                      352,680     350,813 
                                                      --------    -------- 

Retained earnings:
 Beginning balance                                      24,922      30,555 
 Preferred stock dividend, net of income tax 
   benefit of $28 and $35                                 (160)       (158)
 Net income                                                769       1,960 
                                                      --------    -------- 
   Ending balance                                       25,531      32,357 
                                                      --------    -------- 

Treasury stock:
 Beginning balance                                     (17,027)    (16,885)
 Forfeiture of 2,000 shares of restricted stock 
   in 1996                                                 (13)         -- 
                                                      --------    -------- 
   Ending balance                                      (17,040)    (16,885)
                                                      --------    -------- 
Unearned compensation:
 Beginning balance                                        (879)         -- 
 Restricted stock                                          (26)     (2,149)
 Amortization                                              104          94 
 Forfeiture of restricted stock                             13          -- 
                                                      --------    -------- 
   Ending balance                                         (788)     (2,055)
                                                      --------    -------- 

                                                      $360,806    $364,650 
                                                      ========    ======== 
The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1:  General
- ----------------
The consolidated financial statements reflect all adjustments, such adjust-
ments being normal recurring accruals, which are necessary, in the opinion of
management, for the fair presentation of the results of the interim periods;
interim results, however, may not be indicative of the results for the full
year.  

The notes to the interim consolidated financial statements are presented to
enhance the understanding of the financial statements and do not necessarily
represent complete disclosures required by generally accepted accounting
principles.  The interest that was capitalized during the quarters ended 
1996 and 1995 was $1,543,000 and $1,189,000, respectively.  Capitalized 
preopening costs, included in deferred charges and other assets, were
$452,000 at March 28, 1996.  There were no capitalized preopening costs at
December 28, 1995.  Capitalized costs related to various development
projects, included in deferred charges and other assets, were $1,501,000 and
$1,458,000 at March 28, 1996 and December 28, 1995, respectively.  For
additional information regarding significant accounting policies, long-term
debt, lease obligations, and other matters applicable to the Company,
reference should be made to the Company's Annual Report to Shareholders for
the year ended December 28, 1995.

Note 2: Investments in and Advances to Unconsolidated Partnership
- -----------------------------------------------------------------
Following are summarized operating results for the Company's unconsolidated
partnership, accounted for using the equity method for the periods ended
March 28, 1996 and March 30, 1995 (in thousands):

                                                      First Quarter
                                                   ---------------------
                                                     1996       1995
                                                   --------   --------
   Revenues                                        $  4,155   $  4,389
   Operating expenses                                  (684)      (684)
                                                   --------   --------
   Operating income                                   3,471      3,705
   Interest expense                                  (1,420)    (1,694)
                                                   --------   --------
     Net income                                    $  2,051   $  2,011
                                                   ========   ========













                                       9
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 3:  Other Long-term Liabilities 
- -------------------------------------
At March 28, 1996 and December 28, 1995, other long-term liabilities
consisted of (in thousands):
                                                     1996       1995  
                                                   --------   --------
    Accrued rent expense                           $ 12,816   $ 13,043
    Obligation to City of Evansville and
      other civic and community organizations         9,738     13,400
    Deferred compensation and retirement plans        9,893      9,739
    Las Vegas Boulevard beautification assessment       522        535
    Deferred income                                     154        154
                                                   --------   --------
                                                     33,123     36,871
    Less current portion                             (4,104)    (6,172)
                                                   --------   --------
                                                   $ 29,019   $ 30,699
                                                   ========   ========

Note 4:  Income Taxes 
- ----------------------
The Company is responsible, with certain exceptions, for the taxes of Ramada
through December 20, 1989.  The Internal Revenue Service has completed its
examination of the income tax returns for the years 1986 and 1987.  Ramada
has signed a partial agreement for those two years and has filed a petition
with the U.S. Tax Court for two remaining issues.  Management expects those
two issues to be resolved on satisfactory terms prior to trial.  The Internal
Revenue Service is examining the income tax returns for the years 1988
through 1993. The New Jersey Division of Taxation is examining the income tax
returns for the years 1986 through 1989.  Management believes that adequate
provision for income taxes and interest has been made in the financial
statements.  In connection with the Internal Revenue Service examinations of
the years 1986 through 1989, management has been conservative in providing
for amounts that could be due upon settlement.  It is reasonably possible
that these examinations could be favorably settled in the near term.

Gross deferred tax assets are reduced by a valuation allowance.  The
December 29, 1994 valuation allowance was reduced during the 1995 first
quarter which caused a decrease in income tax expense of $263,000.  

Note 5:  Net Income Per Share
- -----------------------------
Net income per common and common equivalent share is computed based on the
weighted average number of common shares outstanding after consideration of
the dilutive effect of restricted stock and stock options.  Net income per
common share, assuming full dilution, is computed based on the weighted
average number of common shares outstanding after consideration of the
dilutive effect of restricted stock, stock options and the assumed conversion
of the preferred stock at the stated rate.  Net income for both computations
is adjusted for dividends on the preferred stock.





                                      10
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)


Note 6:  Contingencies and Commitments
- --------------------------------------
The Company agreed to indemnify Ramada against all monetary judgments in
lawsuits pending against Ramada and its subsidiaries as of the conclusion of
the restructuring of Ramada (the "Restructuring") on December 20, 1989, as
well as all related attorneys' fees and expenses not paid at that time,
except for any judgments, fees or expenses accrued on the hotel business
balance sheet and except for any unaccrued and unreserved aggregate amount up
to $5,000,000 of judgments, fees or expenses related exclusively to the hotel
business.  Aztar is entitled to the benefit of any crossclaims or
counterclaims related to such lawsuits and of any insurance proceeds
received.  In addition, the Company agreed to indemnify Ramada for various
lease guarantees made by Ramada relating to the restaurant business conducted
through its Marie Callender Pie Shops, Inc. subsidiary.  In connection with
these matters, the Company has an accrued liability of $3,938,000 and
$3,941,000 at March 28, 1996 and December 28, 1995, respectively.

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

The Tropicana lease agreement contains a provision that requires the Company
to maintain an additional security deposit with the lessor of approximately
$21,251,000 in cash or a letter of credit if the Tropicana operation fails to
meet certain financial tests.  This requirement was waived at March 28, 1996. 
The Company has a 50% partnership interest in the lessor.

The Company has severance agreements with certain of its senior executives. 
Severance benefits for three of the executives consist of, among other
things, a lump-sum cash payment equal to twice the sum of the executive's
annual base salary plus twice the average of the executive's annual bonuses
awarded in the three years preceding termination of employment, payment of
the value in their outstanding stock options and vesting and distribution of
any restricted stock.  Certain other executives would receive a lump-sum cash
payment equal to their annual base salary plus a three-year average of their
annual bonus, plus the other described benefits.  Some of the executives
would receive a lump-sum cash payment equal to their base salary.  In certain
agreements, the termination must be as a result of a change in control of the
Company.  Based upon current salary levels and stock options, the aggregate
commitment under the severance agreements should all these executives be
terminated is approximately $16,700,000 as of March 28, 1996.

The Company had commitments for the purchase of property and equipment of
approximately $60,000,000 at March 28, 1996.






                                      11
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis

Financial Condition

The Company's expansion of TropWorld in Atlantic City, New Jersey, consisting
primarily of a 604-room hotel tower, will open in early May 1996.  Completion
of enhancements to the casino and public areas are scheduled to be completed
by June 1996.  The Company's expenditures for property and equipment on the
expansion project for the year to date through March 28, 1996 were
approximately $9.8 million.

At Casino Aztar Evansville in Indiana, construction of the 250-room hotel,
Riverfront Pavilion, permanent parking facilities and other amenities is on
schedule for completion by December 1996.  The Company's expenditures for
property and equipment on this project for the year to date through March 28,
1996 were approximately $9.5 million.

During the first quarter of 1996, the Company borrowed $58.6 million and
repaid $35.2 million under the reducing revolving credit facility, leaving an
outstanding balance of $140 million at March 28, 1996.  The Company's debt to
operating cash flow ratio as calculated under the loan agreement was less
than the maximum allowable ratio of 4.50 to 1 at March 28, 1996.

At March 28, 1996, the Company had commitments of approximately $60 million
for the purchase of property and equipment.

The Tropicana lease agreement contains a provision that requires the Company
to maintain an additional security deposit with the lessor of approximately
$21.3 million in cash or a letter of credit if the Tropicana operation fails
to meet certain financial tests.  This requirement was waived at March 28,
1996.

Results of Operations

Quarter Ended March 28, 1996 Compared to Quarter Ended March 30, 1995

The Company's consolidated revenues for the 1996 first quarter ware $180.2
million, a 33% increase over $135.6 million for the 1995 first quarter
reflecting added revenues attributable to the Company's riverboat casinos in
Evansville and Caruthersville and higher total revenues at all three of the
Company's land-based facilities.  Casino Aztar Evansville began operations on
December 7, 1995 and Casino Aztar Caruthersville began operations on April
28, 1995.  Consolidated operating income for the first quarter of 1996 was
$15.6 million, down slightly from $15.8 million for the first quarter of
1995.  A strong operating performance by Casino Aztar Evansville combined
with improved operating results at the Tropicana were not sufficient to
offset lower operating results at TropWorld.  TropWorld's results for the
1996 first quarter were reduced as a result of severe winter weather, ongoing
disruption from the construction of TropWorld's hotel expansion and related
casino facilities, and promotional programs implemented to increase market
share in anticipation of the opening of the new facilities.

For a discussion of income taxes, refer to "Note 4: Income Taxes".



                                      12
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

TROPWORLD  Total revenues at TropWorld were $83.8 million in the 1996 first
quarter, up 5% from $80.0 million in last year's first quarter.  Casino
revenue was 4% higher in the 1996 versus 1995 first quarter, primarily
reflecting a $1.9 million increase in games revenue as well as an increase in
slot revenue due to an increase in coin redemptions mainly associated with
the bus segment of the market.

TropWorld had operating income of $6.4 million in the first quarter of 1996,
down 53% from $13.9 million in the first quarter of 1995.  TropWorld's
results for the 1996 first quarter were reduced as a result of severe winter
weather as well as the ongoing disruption from the construction of
TropWorld's hotel expansion,  scheduled to open in early May 1996, and
construction of related casino facilities, scheduled to be completed in June
1996.  Casino costs were 13% higher in the 1996 versus 1995 first quarter as
a result of the increase in coin redemptions and increased direct costs
associated with the increase in the games business.  Marketing costs were
$4.0 million, or 54%, higher in the 1996 versus 1995 first quarter primarily
due to an increased number of promotions and special events as well as
increased advertising and contract entertainment costs.  The provision for
doubtful accounts increased by $0.3 million in the 1996 first quarter
compared to the 1995 first quarter as a result of increasing the allowance
for potential uncollectible markers associated with the increase in the games
business.  Operating income is after rent and depreciation and amortization
expenses.  Rent expense was $0.4 million in the 1996 first quarter compared
to $0.3 million in the 1995 first quarter.  Depreciation and amortization was
$4.9 million in the 1996 first quarter compared to $5.5 million in the 1995
first quarter.

TROPICANA  At the Tropicana, total revenues were $41.6 million in the 1996
first quarter compared to $34.2 million in the 1995 first quarter, a 22%
increase reflecting increases in all revenue components.  Casino revenue was
24% higher in the 1996 versus 1995 first quarter, primarily reflecting a
substantial increase in baccarat revenue.  In 1995, the Company adopted new
marketing initiatives at the Tropicana to increase premium table game
business while maintaining slot revenue.  Rooms revenue increased by 18% in
the 1996 versus 1995 first quarter due to an increase in average daily room
rates as well as an increase in the number of occupied rooms.  Food and
beverage revenue was 18% higher in the 1996 first quarter due to higher
volume associated with the introduction of a buffet in mid-1995 and capital
improvements associated with two restaurants.

The Tropicana had operating income of $1.7 million for the first quarter of
1996 compared to an operating loss of $0.1 million for last year's first
quarter.  Casino costs were 22% higher in the 1996 versus 1995 first quarter,
primarily reflecting the higher costs associated with increasing the premium
table game business.  Consistent with the increases in rooms and food and
beverage revenues were increases in rooms and food and beverage costs as a
result of increased direct costs.  The provision for doubtful accounts was
$0.2 million, or 37%, higher in the 1996 versus 1995 first quarter as a
result of increasing the allowance for potential uncollectible markers
associated with the increase in the premium table game business.  Operating
income is after rent and depreciation and amortization expenses.  Rent
expense was $2.2 million in the 1996 first quarter compared to $2.4 million
in the 1995 first quarter.  Depreciation and amortization was $2.4 million in
the 1996 first quarter compared to $1.7 million in the 1995 first quarter.

                                      13<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

RAMADA EXPRESS  At Ramada Express, total revenues were $22.1 million in the
1996 first quarter, up slightly from $21.4 million in last year's first
quarter.  Operating income was $4.7 million in the first quarter of 1996, an
increase from $4.5 million in last year's first quarter.  Operating income is
after rent and depreciation and amortization expenses.  Rent expense was $0.1
million in the 1996 first quarter; rent expense was insignificant in the 1995
first quarter.  Depreciation and amortization was $1.8 million in both
periods.

CASINO AZTAR EVANSVILLE  Casino Aztar Evansville, which opened on December 7,
1995, added $25.9 million to total consolidated revenues in the first quarter
of 1996 and contributed $6.8 million to consolidated operating income. 
Operating income is after rent expense of $0.5 million and depreciation and
amortization of $2.0 million.

CASINO AZTAR CARUTHERSVILLE  Casino Aztar Caruthersville, which opened on
April 28, 1995, added $6.8 million to total consolidated revenues in the 1996
first quarter and had an operating loss of $0.7 million after depreciation
and amortization of $0.8 million.





































                                      14
<PAGE>
                      AZTAR CORPORATION AND SUBSIDIARIES

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings 

 (a) In connection with Case Nos. CV-S-94-1126-LDG(RJJ) and CV-S-94-1137-
     LDG(RJJ), as reported under Part I, Item 3 of the Company's Form 10-K
     for the year ended December 28, 1995, by order entered April 17, 1996,
     the court granted the defendants' motions and dismissed the complaint
     without prejudice.  The plaintiffs have until May 31, 1996 to file an
     amended complaint.

 (b) In connection with Case No. 95cv2236(JEI), as reported under Part I,
     Item 3 of the Company's Form 10-K for the year ended December 28, 1995,
     Counsel for Plaintiff has responded to the Company's motion to dismiss. 
     Pursuant to Local Rule, the Company's motion was submitted to the Court
     on April 25, 1996.  Oral argument is tentatively scheduled for May 17,
     1996.

Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits
                                                                    Page No. 
                                                                   ----------
11.   Statement Regarding Computation of Per Share Earnings.        *

27.   Financial Data Schedule.                                      *

*     See exhibit index at page E-1 of this report for 
      a listing of exhibits filed with this report.

      All other exhibits have been omitted because the
      information is either not required or not applicable.

(b)  The Company did not file any report on Form 8-K during
     the quarter ended March 28, 1996.





















                                     15
<PAGE>


               AZTAR CORPORATION AND SUBSIDIARIES

                           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 thereunto duly authorized.




                                       AZTAR CORPORATION       
                                 ------------------------------
                                         (Registrant)





Date  May 1, 1996                By  ROBERT M. HADDOCK     
     --------------------------     ---------------------------
                                    Robert M. Haddock
                                    Executive Vice President and
                                    Chief Financial Officer





























                               16
<PAGE>

                AZTAR CORPORATION AND SUBSIDIARIES


Exhibit Index
- -------------

11.   Statement Regarding Computation of Per Share Earnings.

27.   Financial Data Schedule.
















































                                 E-1
<PAGE>

                                                                   Exhibit 11

                       AZTAR CORPORATION AND SUBSIDIARIES
              STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
             For the periods ended March 28, 1996 and March 30, 1995
         ---------------------------------------------------------------
                      (in thousands, except per share data)


                                                    First Quarter    
                                                 ------------------- 
                                                    1996      1995   
                                                 --------- --------- 
Net income                                       $     769  $  1,960 
Deduct: preferred stock dividend 
  (net of income taxes credited to 
  retained earnings)                                  (160)     (158)
                                                  --------- ---------

Net income applicable to computation              $    609  $  1,802 
                                                  ========  ======== 
Weighted average common shares 
  assuming no dilution                              38,286    37,647 
   Common equivalent shares
    Additional shares applicable to 
      restricted stock based on the 
      market close price at the end 
      of the period                                     --        21 
    Additional shares applicable to 
      stock options based on the 
      weighted average market price                    949       937 
                                                  --------  -------- 
Weighted average common shares 
  applicable to net income per 
  common and common equivalent share                39,235    38,605 

    Additional shares applicable to 
      stock options based on the market 
      close price at the end of the period              42       169 

   Conversion of preferred stock at 
    the stated rate                                    978     1,008 
                                                  --------  -------- 
Weighted average common shares 
  assuming full dilution                            40,255    39,782 
                                                  ========  ======== 

Net income per common and common 
  equivalent share                                $    .02  $    .05 

Net income per common share assuming 
  full dilution                                   $    .02  $    .05 


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at March 28, 1996 and the Consolidated Statement of
Operations for the year-to-date period ended March 28, 1996 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                           JAN-2-1997
<PERIOD-END>                               MAR-28-1996
<CASH>                                          33,656
<SECURITIES>                                         0
<RECEIVABLES>                                   35,843
<ALLOWANCES>                                    10,722
<INVENTORY>                                      6,897
<CURRENT-ASSETS>                                83,711
<PP&E>                                       1,090,028
<DEPRECIATION>                                 220,069
<TOTAL-ASSETS>                               1,037,470
<CURRENT-LIABILITIES>                          102,971
<BONDS>                                        519,833
                            5,646
                                          0
<COMMON>                                           423
<OTHER-SE>                                     360,383
<TOTAL-LIABILITY-AND-EQUITY>                 1,037,470
<SALES>                                         13,632
<TOTAL-REVENUES>                               180,206
<CGS>                                           12,733
<TOTAL-COSTS>                                   96,833
<OTHER-EXPENSES>                                 8,755
<LOSS-PROVISION>                                 1,371
<INTEREST-EXPENSE>                              13,642
<INCOME-PRETAX>                                  2,560
<INCOME-TAX>                                       602
<INCOME-CONTINUING>                                769
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       769
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .02
        

</TABLE>


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