SC 13D/A

                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549



                            SCHEDULE 13D

              Under the Securities Exchange Act of 1934
                          (Amendment No. 3)


                         Premier Parks, Inc.
______________________________________________________________
                          (Name of Issuer)


              Common Stock, par value of $.01 per share
______________________________________________________________
                   (Title of Class of Securities)


                             886506 10 4
______________________________________________________________
                           (CUSIP Number)

                           David A. Jones
                           Humana Building
                             Sixth Floor
                        Fifth and Main Street
                     Louisville, Kentucky 40202
                            (502) 580-3650
______________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)


                           August 15, 1995
______________________________________________________________
     (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box  /  /.

Check the following box if a fee is being paid with this statement /  /.
CUSIP No. 886506104                                                  13D
                                                               Page 2 of 7 Pages
**************************************************
*  1      NAME OF REPORTING PERSON                
*          S.S. OR I.R.S. IDENTIFICATION NO. OF
*          ABOVE PERSON
*          
*                    David A. Jones
*                    ###-##-####
*_____________________________________________________________
*  2      CHECK THE APPROPRIATE BOX IF A MEMBER
*          OF A GROUP
*
*                    N/A        (a)  /     /
*                                  (b)  /     /
*_____________________________________________________________
*  3      SEC USE ONLY
*
*
*_____________________________________________________________
*  4      SOURCE OF FUNDS
*
*                   BK
*_____________________________________________________________
*  5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
*           IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    /   /
*
*_____________________________________________________________
*  6      CITIZENSHIP OR PLACE OF ORGANIZATION
*                    
*                   UNITED STATES
*_____________________________________________________________
************  7    SOLE VOTING POWER
*   Number     *
*       of         *                   2,386,236                         
*                     _______________________________________________
*   Shares       *  8    SHARED VOTING POWER
*Beneficially    *
*   Owned      *                   0
*      By          *_______________________________________________
*    Each         *  9    SOLE DISPOSITIVE POWER
*  Reporting    *
*   Person       *
*    With         *                  2,386,236
*                     _______________________________________________
*                    * 10  SHARED DISPOSITIVE POWER
*                    *
*                    *                   0
______________________________________________________________

CUSIP No. 886506104                                                  13D
                                                               Page 3 of 7 Pages
______________________________________________________________
*  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY
*         EACH REPORTING PERSON                                                 
*
*                     2,386,236                                     
*_____________________________________________________________
*  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
*         (11) EXCLUDES CERTAIN
*
*                               N/A                 /     /
*_____________________________________________________________
*  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN
*         ROW (11)
*                               9.6% 
*
*_____________________________________________________________
*  14   TYPE OF REPORTING PERSON
*
*                               IN
*_____________________________________________________________


                         AMENDMENT NO. 3

       THIS AMENDMENT NO. 3 hereby amends in its entirety the
Schedule 13D, dated October 30, 1992, which was filed with the
Securities and Exchange Commission by the Reporting Person.

       Item 1.   Security and Issuer.

       Class of equity securities:       Common Stock, par value of
                                         $.01 per share

       Name and address of principal     Premier Parks, Inc.
       executive offices:                11501 Northeast Expressway
                                         Oklahoma City, OK  73131


       Item 2.   Identity and Background.  The Reporting Person
is a natural person, and the required information is as follows:

       a.   The name of the Reporting Person is David A. Jones.

       b.   The business address of the Reporting Person is
Humana Building, Sixth Floor, 500 West Main Street, Louisville,
Kentucky 40202.


CUSIP No. 886506104                                                  13D
                                                               Page 4 of 7 Pages


       c.   The principal occupation of the Reporting Person is
Chairman of the Board and Chief Executive Officer of Humana Inc. 
The address of Humana Inc. is Humana Building, Sixth Floor,
500 West Main Street, Louisville, Kentucky 40202 and its principal
business is managed health care plans.

       d.   During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

       e.   During the last five years, the Reporting Person was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which the Reporting
Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

       f.   The Reporting Person is a United States citizen.

       Item 3.   Source and Amount of Funds or Other Consider-
ation.  This Amendment was triggered by the Reporting Person
purchasing 10,000 shares of the Series A 7% Cumulative Convertible
Preferred Stock (the "Preferred Stock") of the issuer on August 15,
1995.  The Preferred Stock is immediately convertible into the
Common Stock, par value of $.01 per share, at a current conversion
rate of $1.65 per share or approximately 60.6 shares of Common
Stock for each share of Preferred Stock.  The Reporting Person
utilized funds borrowed from National City Bank, Kentucky to pay
the purchase price for the Preferred Stock.

       In addition, the Reporting Person converted $400,000 of senior
subordinated convertible notes of the issuer on August 15, 1995 in
exchange for 335,732 shares of Common Stock.

       Item 4.   Purpose of Transaction.  The Reporting Person
is acquiring the securities of the issuer for investment.  The
Reporting Person has no present plans or proposals which relate to
or would result in (a) the acquisition by any person of additional
securities of the issuer, or the disposition of the securities of
the issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any
of its subsidiaries; (c) a sale or transfer of a material amount of
assets of the issuer or any of its subsidiaries; (d) any change in
the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of

CUSIP No. 886506104                                                  13D
                                                               Page 5 of 7 Pages


directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of
the issuer; (f) any other material change in the issuer's business
or corporate structure; (g) any change in the issuer's charter,
bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person;
(h) causing a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the
issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act; or (j) an action similar to any of
those enumerated above.  The Reporting Person reserves the right to
formulate plans or proposals, to take such action, with respect to
any or all of the foregoing matters and any other matters as such
Reporting Person may determine.

       Item 5.   Interest in Securities of the Issuer.

       a.   The Reporting Person beneficially owns 2,386,236
shares of the Common Stock, par value of $.01 per share, of the
issuer, which consists of 1,780,176 shares issued and outstanding
and 606,060 shares not outstanding (based on the current conversion
price) which are issuable upon conversion of the Preferred Stock
beneficially owned by the Reporting Person.  Based on the current
conversion price, upon conversion of the Preferred Stock, the
Reporting Person will beneficially own 9.6% of the issued and
outstanding shares of the Common Stock, par value of $.01 per
share, of the issuer.

       b.   The Reporting Person has sole voting and dispositive
power with respect to such shares.

       c.   The Reporting Person has effected no transactions in
the Common Stock, par value of $.01 per share, of the issuer during
the past sixty days except as otherwise disclosed herein.

       d.   To the knowledge of the Reporting Person, no other
person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities.

       e.   Not applicable.

       Item 6.   Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.  The
Reporting Person is not a party to any contract, arrangement,
CUSIP No. 886506104                                                  13D
                                                               Page 6 of 7 Pages


understanding or relationship (legal or otherwise) with respect to
any securities of the issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.

       Item 7.   Materials to be Filed as Exhibits.

       Exhibit No. 99 -    Promissory Note to National
                           City Bank, Kentucky




CUSIP No. 886506104                                                  13D
                                                               Page 7 of 7 Pages



                                 SIGNATURE

          After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.


August 25, 1995                   /s/  David A. Jones            
                                        DAVID A. JONES

EX-99

                                                          EXHIBIT N0. 99


                         PROMISSORY NOTE

$30,000,000.00                                            Louisville, Kentucky
                                                                  May 22, 1995

     On demand, for value received, the undersigned, DAVID A. JONES
("Borrower"), promises to pay to the order of NATIONAL CITY BANK,
KENTUCKY ("Bank"), the principal sum of THIRTY MILLION AND NO/100
DOLLARS ($30,000,000.00), or the aggregate principal amount of all
advances made hereon which shall be outstanding at the date of
payment, whichever is less.  Principal and interest are payable in
lawful money of the United States at the Bank's principal banking
office, located at 101 South Fifth Street, Louisville, Kentucky. 
Until the loan is paid in full, interest will be payable quarterly
on the first day of each quarter, beginning July 1, 1995.  The
unpaid principal amount of the note shall bear interest at the
prime rate of interest generally charged by National City Bank,
Kentucky from time to time to its most substantial and creditworthy
commercial borrowers for 90-day unsecured loans, it being under-
stood and agreed, however, that such prime rate is the rate
designated by National City Bank, Kentucky at its "prime rate" and
does not necessarily mean or imply that such prime rate is the
lowest rate then available from National City Bank, Kentucky on
floating rate loans to specific borrowers of the class described
above.  Delinquent payment of interest shall bear interest at the
rate of 2% in excess of the rate specified above until paid in
full.  Interest on delinquent interest is payable on demand.  All
interest shall be computed on the basis of actual days elapsed over
an assumed year of 360 days.

     In lieu of a floating rate with respect to advances on all or
any portion of loans outstanding hereunder, Bank will, from time to
time, quote a fixed interest rate to Borrower for a specified
period.  Such rate and term shall be noted on the written confirma-
tion of borrowing referred to below.  Notwithstanding the provi-
sions of the next succeeding paragraph, such fixed rate loans shall
not be subject to prepayment.

     The Borrower may make principal payments on this Note, in
whole or in part, without penalty, at any time.  Any payments
received shall be applied to the interest accrued to the date of
such payment, and then to the principal outstanding.

     It is understood and agreed that the Borrower may request
principal advances against this Note from time to time, and that
Bank may in its discretion honor any such request provided that the
amount of the request will not cause the aggregate principal amount   

                                                  EXHIBIT N0. 99
                                                  Page 2 of 2 Pages


owed under the terms of this Note to exceed the amount indicated
hereunder, and that the Bank may prescribe the form of such advance
requests from time to time.  The Borrower's principal indebtedness
to the Bank at any time shall be the total of all such advances,
less any principal payments received.  The Bank may act on all
matters, including without limitation the making of advances, on
the telephonic instructions of anyone acting or purposing to act
for the Borrower, and may rely thereon in doing and performing all
actions which such representative or purported representative shall
direct the Bank to perform.  All telephonic instructions shall be
confirmed immediately in writing.

     This Note is secured by a security interest in negotiable
instruments which may be delivered to the Bank from time to time. 
The term "the Bank," as used herein, shall mean National City Bank,
Kentucky, its successors, assigns and transferees, and the holder
of this Note and such holder's heirs, representatives, successors,
assigns and transferees.  This shall be a continuing contract and
shall bind the heirs, legal representatives and successors of the
undersigned.

     All parties hereto, whether makers, endorsers, sureties,
guarantors, or otherwise, hereby severally waive presentment
demand, notice of dishonor, diligence in collection, protest,
notice of protest, and nonpayment, and further waive all exemptions
to which they or any of them may now or hereafter be entitled under
the laws of this or any other state, and further agree that the
holder hereof shall have the right, without notice, to deal in any
way at any time with any party hereto or to grant to any party any
extension of time for payment of this Note or any other indulgence
of forebearance whatsoever, without in any way affecting the
liability of any party hereunder.

     This Note shall be governed by the laws of the Commonwealth of
Kentucky.

     BORROWER:


                                         By:   /s/  David A. Jones          
                                                      DAVID A. JONES