SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON D.C.   20549
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                           FORM 8-K/A
                                
                         CURRENT REPORT
                                
               PURSUANT TO SECTION 13 OR 15(d) OF
                                
               THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported) November 19, 1996
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                       PREMIER PARKS INC.
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           (Exact name of registrant as specified in its charter)


     Delaware                0-9789                 73-613774
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(State or other           (Commission             (IRS Employer
jurisdiction of           File Number)            Identification No.)
incorporation)

        11501 Northeast Expressway, Oklahoma City, Oklahoma 63131
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       (Address of principal executive offices, including zip code)


Registrant's telephone number, including area code  (405) 475-2500
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 (Former name or former address, if changed since last report)








ITEM 2.  Acquisition or Disposition of Assets

     On November 19, 1996, Premier Parks Inc. (the "Company") acquired 
substantially all of the assets of FRE, Inc. (Family Recreational 
Enterprises, Inc.) ("FRE") and Concord Entertainment Company ("Concord") used 
in the operation of two water parks, each called Waterworld USA, located in 
Sacramento, California and Concord, California, and a family entertainment 
center called Paradise Island, located in Sacramento, California, for an 
aggregate purchase price of $17,250,000 in cash (the "Purchase Price"), 
pursuant to an Asset Purchase Agreement, dated October 10, 1996, by and among 
the Company, a wholly-owned subsidiary of the Company, FRE and the 
shareholders thereof and an Asset Purchase Agreement, dated October 10, 1996, 
by and among the Company, a wholly-owned subsidiary of the Company, Concord, 
FRE, R&B Entertainment, LLC ("R&B") and the shareholders of FRE and the 
members of R&B.

     The Company funded the Purchase Price from cash from operations and a 
portion of the net proceeds received by the Company from its public offering 
of Common Stock in June 1996.

     Approximately $862,500 of the Purchase Price was placed in escrow for a 
period of 18 months to fund indemnification claims made by the Company.  To 
the extent such claims exceed such escrow funds, the Company has 
indemnification rights against FRE, Concord, the shareholders of FRE, R&B and 
the members of R&B, not to exceed approximately $4.3 million in the aggregate.

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ITEM 7.  Financial Statements and Exhibits

     (a)  Financial Statements of FRE at December 31, 1995 and for the three 
years then ended and at September 30, 1996 and the nine-month period then 
ended - incorporated by reference to the financial statements of FRE included 
in the Registrant's Registration Statement on Form S-2 (Reg No. 333-16573) 
(the "Registration Statement").

     (b)  Financial Statements of Concord at December 31, 1995 and for the 
year then ended and at September 30, 1996, and the nine-month period then 
ended - incorporated by reference to the financial statements of Concord 
included in the Registration Statement.

     (c)  The following documents are filed herewith as exhibits to this Form 
8-K/A:

          10(a)  Asset Purchase Agreement, dated as of October 10, 1996, 
among the Registrant, a subsidiary of the Registrant, FRE, Inc. (Family 
Recreational Enterprises, Inc.) ("FRE") and the shareholders of FRE listed on 
the signature page thereof -incorporated by reference from Exhibit 10(r) to 
the Registration Statement.

           (b)  Asset Purchase Agreement, dated as of October 10, 1996, among 
the Registrant, a subsidiary of the Registrant, Concord Entertainment 
Company, FRE, R&B Entertainment, LLC, the shareholders of FRE listed on the 
signature page thereof and the members of R&B listed on the signature page 
thereof -incorporated by reference from Exhibit 10(s) to the Registration 
Statement.

          (c)  Pro Forma financial statements at December 31, 1995 and for 
the year then ended and at September 30, 1996 and the nine-month period then 
ended.

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                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this amendment to this report to be signed on its 
behalf by the undersigned hereunto duly authorized.


Dated:  December 26, 1996

                                 PREMIER PARKS INC.
                              
                              
                              
                                 By:/s/ Kieran E. Burke
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                                        Kieran E. Burke
                                        Chairman of the Board and
                                        Chief Executive Officer

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