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                         UNITED STATES
               Securities and Exchange Commission
                     WASHINGTON, D.C. 20549
                                
                          SCHEDULE 13G
           Under the Securities Exchange Act of 1934
                       (Amendment No. 2)*
                                
                     Argosy Gaming Company
                        (Name of Issuer
                                
                          Common Stock
                 (Title of Class of Securities)
                                
                           040228108
                         (CUSIP Number)
                                
                                 December 31, 1998                     
    (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:
             
         /X/  Rule 13d-1(b)
             
         /_/  Rule 13d-1(c)
             
         /_/  Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of 
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).

Potential persons who are to respond to the collection of information contained 
in this form are not required to respond unless the form displays a currently 
valid OMB control number
CUSIP No. 040228108


1.       Name of Reporting Persons
         S.S or I.R.S. Identification Nos. Of Above Persons (Entities Only)
         Kornitzer Capital Management, Inc.   ("KCM") 48-1069845
         

2.       Check the Appropriate Box if a Member of a Group (See Instructions)
                                       (a)  
                                       (b)  

3.       SEC Use Only


4.       Citizenship or Place of Organization
         Kansas
         

              5.   Sole Voting Power
Number of     _____________________________________________________________
Shares        6.   Shared Voting Power
Beneficially       2,465,062
Owned    __________________________________________________________________
By Each  7.   Sole Dispositive Power
Reporting     _____________________________________________________________
Person With:  8.   Shared Dispositive Power
                   2,465,062
         

9.       Aggregate Amount Beneficially Owner by Each Reporting Person
         2,465,062 

10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 
         (See Instructions)

11.      Percent of Class Represented by Amount in Row (9)
         9.23%

         
12.      Type of Reporting Person (See Instructions)
         IA
         

CUSIP No. 040228108

Item 1.

         (a)  Name of Issuer.     Argosy Gaming Company, a Delaware corporation.

         (b)  Address of Issuer's Principal Executive Offices.  219 Piasa 
              Street, Alton, IL 62002.

Item 2.

         (a)  Name of Persons Filing.  Kornitzer Capital Management, Inc. 
              ("KCM").

         (b)  Address of Principal Business Offices or, if none, Residence.    
              P.O. Box 918, Shawnee Mission, KS 66201.

         (c)  Citizenship.   Kansas corporation.
         
         (d)  Title of Class of Securities. Common stock, no par value (the 
              "Common Stock"), and 12% Convertible Debentures due June 1, 2001 
              (the "Convertible Debentures"), which are convertible into such 
              shares of Common Stock.

         (e)  CUSIP Number.  040228108.

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), 
         check whether the person filing is a:
         
         ( a)      Broker or dealer registered under section 15 of the Act (15 
                   U.S.C. 78o).
          
         (b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 
                   78c).
          
         (c)       Insurance Company as defined in section 3(a)(19) of the Act 
                   (15 U.S.C. 78c).
          
         (d)       Investment Company registered under section 8 of the 
                   Investment Company Act (15 U.S.C. 80a-8).
          
         (e)  x    An investment adviser in accordance with section Sect. 
                   204.13d-1(b)((1)(ii)(E).
         (f)       An employee benefit plan or endowment fund in accordance with
                   Sect. 240.13d-1(b)(1)(ii)(F).
          
         (g)       A parent holding company or control person in accordance with
                   Sect. 240.13d-1(b)(ii)(G).

         (h)       A savings association as defined in Section 3(b) of the 
                   Federal Deposit Insurance Act (12 U.S.C. 1813).

         (i)       A church plan that is excluded from the definition of an 
                   investment company under section 3(c)(14) of the Investment 
                   Company Act of 1940 (15 U.S.C. 80a-3)

         (j)       Group, in accordance with Sect. 240.13d-1(b)(ii)(J).

Item 4.  Ownership.

         The percent of Common Stock owned by KCM as of December 31, 1998 
         exceeds five percent, and the following information is provided as of 
         that date.

         (a) Amount Beneficially Owned:    2,465,062
              
                   KCM's beneficial ownership of the Common Stock consists of 
                   735,400 shares owned directly and 1,729,662 shares it is 
                   deemed to beneficially own through its holdings of the 
                   Convertible Debentures.  KCM's Convertible Debenture holdings
                   of $30,615,000 principal amount convert into shares of Common
                   Stock at a rate of 56.4972 shares per $1,000 principal 
                   amount.
                         
          (b) Percent of Class:   9.23%          
                   
         (c)       Number of Shares as to which such person has:
          
              (i)   sole power to vote or to direct the vote 
         
              (ii)  shared power to vote or to direct the vote    2,465,062
         
              (iii) sole power to dispose or to direct the disposition of 
         
              (iv)  shared power to dispose or to direct the disposition of 
                                                                   2,465,062

Item 5.  Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the date
         hereto the reporting person has ceased to be the beneficial owner of 
         more than five percent of the class of securities, check the following 
         /_/.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         KCM is an investment adviser with respect to the shares of Common Stock
         for the accounts of other persons who have the right to receive, and 
         the power to direct the receipt of, dividends from, or the proceeds 
         from the sale of, the Common Stock of Argosy Gaming Company.
         
Item 7.  Identification and Classification of the Subsidiary Which Acquired the 
         Security Being Reported on by the Parent Holding Company.

         A parent holding company is not filing this Schedule, pursuant to Rule 
         13D-1(b)(ii)(G) promulgated under the Securities Exchange Act of 1934 
         (the "Act").

Item 8.  Identification and Classification of Members of the Group.

         A group is not filing this Schedule pursuant to Rule 13d-1(b)(ii)(J). 

Item 9.  Notice of Dissolution of Group.

         A Notice of Dissolution is not applicable to the filing of this 
         Schedule.

Item 10. Certification.

         (a)  The following certification shall be included if the statement is 
              filed pursuant to Sect. 240.13d-1(b):

         By signing below I certify that, to the best of my knowledge and 
         belief, the securities referred to above were acquired in the ordinary 
         course of business and were not acquired and are hot held for the 
         purpose of or with the effect of changing or influencing the control of
         the issuer of the securities and were not acquired and are not held in 
         connection with or as a participant in any transaction having that 
         purposes or effect.

                           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.

                                  February 27, 1999        
                                  Date

                                  KORNITZER CAPITAL MANAGEMENT, INC.      


                                  /s/ John C. Kornitzer
                                  By:  John C. Kornitzer, President